德恒上海律师事务所 关于青岛森麒麟轮胎股份有限公司 2024 年年度股东大会的 法律意见 德恒上海律师事务所 关于青岛森麒麟轮胎股份有限公司 2024 年年度股东大会的法律意见 德恒上海律师事务所 关于青岛森麒麟轮胎股份有限公司 2024 年年度股东大会的 法律意见 上海市虹口区东大名路 501 号白玉兰广场 23 层 电话：021-55989888 传真：021-55989898 邮编：200080 德恒 02G20230185-00013 号 致：青岛森麒麟轮胎股份有限公司 青岛森麒麟轮胎股份有限公司（以下简称"公司"）2024 年年度股东大会 （以下简称"本次会议"）于 2025 年 5 月 15 日（星期四）召开。德恒上海律师 事务所（以下简称"本所"）受公司委托，指派谢强律师、孙佳悦律师（以下简 称"本所经办律师"）出席了本次会议。根据《中华人民共和国证券法》（以下 简称"《证券法》"）、《中华人民共和国公司法》（以下简称"《公司法》"）、 《上市公司股东会规则》（以下简称"《股东会规则》"）、《青岛森麒麟轮胎 股份有限公司章程》（以下简称"《公司章程》"）的规定，本所经办律师就本 次会议的召集、召 ...

证券代码：002984 证券简称：森麒麟 公告编号：2025-026 债券代码：127050 债券简称：麒麟转债 青岛森麒麟轮胎股份有限公司 2024年年度股东大会决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记 载、误导性陈述或重大遗漏。 特别提示： 1、本次股东大会未出现否决议案的情形； 2、本次股东大会不涉及变更前次股东大会决议。 一、会议召开和出席情况 1、召开时间 （1）现场会议时间：2025年5月15日（星期四）14:30 （2）网络投票时间：2025年5月15日（星期四） 通过深圳证券交易所交易系统进行网络投票的具体时间为2025年5月15日9:15 －9:25，9:30－11:30 和 13:00－15:00。 通过深圳证券交易所互联网投票系统(http://wltp.cninfo.com.cn)进行网络 投票的具体时间为2025年5月15日9:15至15:00期间的任意时间。 （3）公司董事、监事出席了会议，部分高级管理人员列席了会议。 2、现场会议召开地点：山东省青岛市即墨区大信街道天山三路5号公司会议 室。 3、会议召开方式：本次会议采取现场表决与网络投票相 ...

Group 1: Production and Capacity - The Morocco smart factory is currently in a ramp-up phase and is expected to achieve large-scale production in 2025, with an estimated output of 6-8 million high-end, high-performance semi-steel tires [2][3][5][7] - The company has a global production layout in China, Thailand, and Morocco, referred to as the "Golden Triangle," which provides strong support for participating in global competition [3][6][11] Group 2: Market Strategy and Sales - The company aims to continuously expand its non-U.S. overseas sales share and capture global market share through refined management and brand value enhancement [3][6][9][11] - The company is currently selling tires primarily from its Thailand and Morocco factories to the U.S. market, with strong demand observed in May [7][11][21] Group 3: Financial Performance and Shareholder Returns - The company has proposed a mid-term cash dividend for 2025 to enhance shareholder returns, amidst concerns about its stock price performance since listing [9][13] - The company has issued a three-year shareholder return plan (2023-2025) and has implemented share buybacks and cancellations for two consecutive years [9][13] Group 4: Challenges and Responses - The company is closely monitoring the impact of tariff increases on its operations and is prepared to share the tariff burden among various stakeholders [8][21] - The fluctuation in raw material prices has affected the company's cash flow and profit margins, with a reported 17.19% year-on-year decline in cash flow from operating activities in 2024 [10][20]

Investment Rating - The report maintains a "Buy-A" rating for the company [4][10] Core Views - The company experienced strong sales and production in 2024, but faced pressure on profitability in Q1 2025. The revenue for 2024 was CNY 8.511 billion, up 8.53% year-on-year, with a net profit of CNY 2.186 billion, up 59.74% year-on-year. However, Q1 2025 saw total revenue of CNY 2.056 billion, down 2.79% quarter-on-quarter and 5.28% year-on-year, with a net profit of CNY 361 million, down 28.29% quarter-on-quarter and 21.52% year-on-year [4][5][10] Summary by Sections Financial Performance - In 2024, the company produced 32.2261 million tires, a 10.22% increase year-on-year, and sold 31.4087 million tires, a 7.34% increase year-on-year. Q1 2025 sales were 7.3774 million tires, down 3.02% year-on-year [5] - The overall gross margin for 2024 was 32.84%, an increase of 7.63 percentage points year-on-year, while Q1 2025 gross margin was 22.75%, down 8.58 percentage points quarter-on-quarter and 2.46 percentage points year-on-year [5] Global Expansion and Production Capacity - The company's Thailand factory significantly increased its performance in 2024, generating CNY 5.337 billion in revenue, up 22.69% year-on-year, and a net profit of CNY 1.306 billion, up 53.72% year-on-year. The Morocco factory is expected to ramp up production in 2025, contributing to revenue growth [6][10] - The company is also developing a smart manufacturing base in Spain, with a planned annual production of 12 million high-performance tires [6] Market Environment and Strategic Positioning - The report highlights the impact of global trade tensions, particularly the U.S. tariffs on imported tires, which could affect the market. The company's diversified global production layout helps mitigate some of these risks [7] - The "Golden Triangle" production strategy, which includes facilities in China, Thailand, and Morocco, positions the company well for global competition [7][10] Future Projections - The company is projected to achieve net profits of CNY 2.010 billion, CNY 2.353 billion, and CNY 2.733 billion for the years 2025, 2026, and 2027, respectively, with corresponding P/E ratios of 10, 9, and 7 [10]

Investment Rating - The report maintains a "Buy-A" rating for the company [1][9] Core Views - The company experienced strong revenue growth in 2024, with operating income reaching 8.511 billion yuan, a year-on-year increase of 8.53%, and a net profit of 2.186 billion yuan, up 59.74% year-on-year [4][5] - The first quarter of 2025 showed a decline in profitability, with total revenue of 2.056 billion yuan, down 2.79% quarter-on-quarter and 5.28% year-on-year, and a net profit of 361 million yuan, down 28.29% quarter-on-quarter and 21.52% year-on-year [4][5] - The company is expanding its global production capacity, with significant contributions expected from its factories in Thailand and Morocco, which are crucial for future growth [6][7] Financial Performance Summary - In 2024, the company produced 32.2261 million tires, a 10.22% increase year-on-year, and sold 31.4087 million tires, a 7.34% increase year-on-year [5] - The overall gross margin for 2024 was 32.84%, an increase of 7.63 percentage points year-on-year, while the gross margin for Q1 2025 was 22.75%, a decrease of 8.58 percentage points quarter-on-quarter [5] - The projected net profits for 2025, 2026, and 2027 are 2.010 billion yuan, 2.353 billion yuan, and 2.733 billion yuan, respectively, with corresponding P/E ratios of 10, 9, and 7 [9][10]

Investment Rating - The report maintains an "Outperform" rating for the company [4][8]. Core Views - The company's short-term performance is under pressure due to industry cost pressures and decreased production and sales. The EPS forecasts for 2025 and 2026 have been lowered to RMB 2.14 and RMB 2.57, respectively, with a new forecast for 2027 set at RMB 2.82. The target price has been reduced by 25% to RMB 25.68, applying a 12x PE for 2025 [4][8]. Financial Summary - For 2024, the company's revenue and net profit attributable to shareholders are projected to be RMB 8.51 billion and RMB 2.19 billion, representing year-on-year increases of 8.53% and 59.74%, respectively. The Q4 2024 revenue and net profit are expected to be RMB 2.17 billion and RMB 460 million, with year-on-year growth of 3.38% and 22.7% [4][8]. - In Q1 2025, the company is expected to report revenue and net profit attributable to shareholders of RMB 2.06 billion and RMB 361 million, reflecting year-on-year declines of 2.79% and 28.29% [4][8]. Production and Sales Performance - By the end of 2024, the company's tyre sector production and sales are expected to reach 32.23 million and 31.41 million units, respectively, with year-on-year increases of 10.22% and 7.34%. The revenue for this segment is projected at RMB 8.50 billion, up 8.57% year-on-year [4][8]. - In Q1 2025, tyre sector production and sales are expected to decline to 7.92 million and 7.38 million units, with year-on-year decreases of 1.87% and 3.02% [4][8]. Strategic Developments - The company's "833plus" strategy is progressing steadily, with the Morocco project expected to achieve large-scale production in 2025. This project aims to produce 12 million high-performance tyres annually, enhancing the company's global competitiveness and profitability [4][8]. - The company has established a strong presence in the replacement market, with over 5% market share in the USA and over 4% in Europe for its tyre products in 2024. It is also recognized as a qualified supplier for several major automotive manufacturers [4][8].

Investment Rating - The report maintains an "Outperform" rating for the company [4][8]. Core Views - The company's short-term performance is under pressure due to industry cost pressures and decreased production and sales. The EPS for 2025 and 2026 has been lowered to RMB 2.14 and RMB 2.57, respectively, with a new forecast for 2027 at RMB 2.82. The target price has been reduced by 25% to RMB 25.68, applying a 12x PE for 2025 [4][8]. Financial Summary - For 2024, the company's revenue and net profit attributable to shareholders are projected to be RMB 8.51 billion and RMB 2.19 billion, representing year-on-year increases of 8.53% and 59.74% respectively. The Q4 2024 revenue and net profit are expected to be RMB 2.17 billion and RMB 460 million, with year-on-year growth of 3.38% and 22.7%, but a quarter-on-quarter decline of 2.68% and 29.02%. In Q1 2025, revenue and net profit are projected to be RMB 2.06 billion and RMB 361 million, showing year-on-year declines of 2.79% and 28.29% [4][8]. Production and Sales Performance - By the end of 2024, the company's tyre sector production and sales are expected to reach 32.23 million and 31.41 million units, with year-on-year increases of 10.22% and 7.34%. The revenue for this segment is projected at RMB 8.50 billion, up 8.57% year-on-year. However, in Q1 2025, production and sales are expected to decline to 7.92 million and 7.38 million units, with year-on-year decreases of 1.87% and 3.02% [4][8]. Strategic Developments - The company's "833plus" strategy is progressing steadily, with the Morocco project expected to achieve large-scale production in 2025. The global capacity layout in China, Thailand, and Morocco is enhancing the company's competitiveness and profitability, aligning with long-term sustainable development needs. The company has over 5% market share in the US replacement market and over 4% in Europe [4][8].

Investment Rating - The report maintains a "Buy" rating for the company [7] Core Insights - The company reported a revenue of 8.52 billion yuan for 2024, an increase of 8.5% year-on-year, and a net profit of 2.19 billion yuan, up 59.7% year-on-year [2][6] - For Q1 2025, the company achieved a revenue of 2.06 billion yuan, a decrease of 2.8% year-on-year, and a net profit of 360 million yuan, down 28.3% year-on-year [2][6] - The company plans to distribute a cash dividend of 2.9 yuan per 10 shares to all shareholders [2][6] Summary by Sections Financial Performance - In 2024, the company produced 32.23 million tires, a growth of 10.2% year-on-year, with a sales volume of 31.41 million tires, increasing by 7.3% year-on-year [9] - The overall gross margin for the company was 32.8%, up 7.6 percentage points year-on-year, and the net margin was 25.7%, up 8.2 percentage points year-on-year [9] - The company’s overseas market demand and tax refunds from the U.S. significantly contributed to the growth in revenue and profit [9] Production and Sales - In Q1 2025, tire production decreased to 7.93 million units, down 1.9% year-on-year, with a notable decline in full-steel tire production by 30.6% [9] - The decline in sales was attributed to intensified competition in the domestic market and economic pressures overseas [9] International Expansion - The company’s Morocco project commenced production on September 30, 2024, with an expected annual capacity of 12 million high-performance passenger car tires [9] - The expansion into Africa is part of the company's global strategy to enhance brand strength and optimize supply chain security [9] Future Outlook - The company expects net profits for 2025, 2026, and 2027 to be 1.94 billion yuan, 2.38 billion yuan, and 2.82 billion yuan, respectively [9]

Investment Rating - The investment rating for the company is "Outperform" [6] Core Views - The company reported a total revenue of 85.11 billion yuan in 2024, representing a year-on-year growth of 8.5%, and a net profit attributable to the parent company of 21.86 billion yuan, reflecting a significant increase of 59.7% year-on-year [6] - In Q1 2025, the company experienced a revenue decline of 2.8% year-on-year, with a net profit of 3.61 billion yuan, down 28.3% year-on-year, indicating performance slightly below expectations [6] - The company is benefiting from stable overseas demand and improved profitability due to a decrease in anti-dumping tax rates in Thailand, which has led to increased product prices and tax refund benefits [6] Financial Data and Profit Forecast - Total revenue projections are as follows: 2024: 85.11 billion yuan, 2025E: 100.66 billion yuan, 2026E: 112.39 billion yuan, 2027E: 125.65 billion yuan [2] - Net profit forecasts are: 2024: 21.86 billion yuan, 2025E: 17.14 billion yuan, 2026E: 21.01 billion yuan, 2027E: 25.22 billion yuan [2] - The gross profit margin is expected to improve from 32.8% in 2024 to 27.0% in 2027, while the return on equity (ROE) is projected to increase from 16.2% in 2024 to 13.2% in 2027 [2] Sales and Production Insights - The company’s tire production is projected to reach approximately 32.23 million units in 2024, with a year-on-year growth of 10.2% [6] - The sales volume for tires is expected to be around 31.41 million units in 2024, reflecting a year-on-year increase of 7.3% [6] - The company is expanding its high-end product offerings and has begun supplying winter tires to Volkswagen, enhancing its brand recognition in the global market [6] Cost and Margin Analysis - The overall cost pressure from raw materials has increased, particularly due to rising rubber prices and shipping costs [6] - The gross margin is expected to decline to 22.75% in Q1 2025, down 2.46 percentage points quarter-on-quarter and 8.57 percentage points year-on-year [6] - The net profit margin is projected to decrease to 17.57% in Q1 2025, reflecting a decline of 3.63 percentage points quarter-on-quarter and 6.25 percentage points year-on-year [6]

Core Points - Company will participate in the "2025 Qingdao Listed Companies Investor Online Reception Day and 2024 Annual Performance Briefing" to enhance investor interaction [1] - The event will be held online on May 12, 2025, from 15:00 to 17:00 [1] - Key executives, including the General Manager and Financial Director, will engage with investors regarding governance, development strategy, and operational status [1]