2024 年度独立董事述职报告 ——丁乃秀 作为青岛森麒麟轮胎股份有限公司（以下简称"公司"或"森麒麟"）独立 董事，2024 年在职期间，本人严格按照《公司法》《证券法》《上市公司独立董 事管理办法》《深圳证券交易所上市公司自律监管指引第 1 号——主板上市公司 规范运作》以及《公司章程》等相关规定，诚实、勤勉、独立地履行职责，及时 了解公司发展状况，积极出席相关会议，参与重大经营决策并对重大事项独立、 客观地发表意见，坚持职业操守，谨慎行使法律及《公司章程》所赋予的权利， 充分发挥独立董事作用，切实维护公司整体利益和全体股东的合法权益。现将本 人 2024 年度履职情况报告如下： 一、 独立董事的基本情况 （一）独立董事工作履历、专业背景及兼职情况 丁乃秀女士：1975 年出生，中国国籍，无境外永久居留权，博士研究生学 历。曾任赛轮轮胎（601058.SH）独立董事，伟隆股份（002871.SZ）独立董事， 国恩股份（002768.SZ）独立董事，瑞丰高材（300243.SZ）独立董事，北化高科 （873729.NQ）董事。现任青岛科技大学高性能聚合物研究院教授，博导，青岛 三力本诺新材料股份有限公司独立 ...

青岛森麒麟轮胎股份有限公司 董事会关于独立董事独立性自查情况的专项报告 根据《上市公司独立董事管理办法》《深圳证券交易所上市公司自律监管指引 第 1 号——主板上市公司规范运作》《青岛森麒麟轮胎股份有限公司章程》（以下 简称"《公司章程》"）及《青岛森麒麟轮胎股份有限公司独立董事工作制度》 等相关规定，并结合独立董事出具的《独立董事关于独立性自查情况的报告》，青 岛森麒麟轮胎股份有限公司（以下简称"公司"）董事会就公司在任独立董事李 鑫先生、丁乃秀女士、谢东明先生的独立性情况进行评估并出具如下专项意见： 经核查独立董事李鑫先生、丁乃秀女士、谢东明先生的任职经历以及签署的 相关自查文件等内容，公司董事会认为上述人员未在公司担任独立董事以外的任 何职务，也未在公司主要股东处担任任何职务，与公司以及主要股东之间不存在 利害关系或其他可能妨碍其进行独立客观判断的关系，不存在其他影响独立董事 独立性的情况，因此，公司独立董事符合《上市公司独立董事管理办法》《深圳证 券交易所上市公司自律监管指引第 1 号——主板上市公司规范运作》等相关法律 法规及《公司章程》中对独立董事独立性的相关要求。 青岛森麒麟轮胎股份有限公司董事 ...

——李鑫 作为青岛森麒麟轮胎股份有限公司（以下简称"公司"或"森麒麟"）独立 董事，2024 年度，本人严格按照《公司法》《证券法》《上市公司独立董事管理 办法》《深圳证券交易所上市公司自律监管指引第 1 号——主板上市公司规范运 作》以及《公司章程》等相关规定，诚实、勤勉、独立地履行职责，及时了解公 司发展状况，积极出席相关会议，参与重大经营决策并对重大事项独立、客观地 发表意见，坚持职业操守，谨慎行使法律及《公司章程》所赋予的权利，充分发 挥独立董事作用，切实维护公司整体利益和全体股东的合法权益。现将本人 2024 年度履职情况报告如下： 一、 独立董事的基本情况 （一）独立董事工作履历、专业背景及兼职情况 青岛森麒麟轮胎股份有限公司 2024 年度独立董事述职报告 李鑫先生：1982 年出生，中国国籍，无境外永久居留权，博士研究生学历。 现任青岛科技大学法学院教授、副院长、硕士研究生导师，森麒麟独立董事。 （二）独立性说明 本人在履职中保持客观、独立的判断立场，不在公司兼任除独立董事、董事 会专门委员会委员外的其他职务，符合《上市公司独立董事管理办法》等法律法 规要求，不存在影响独立董事独立性的情况。 ...

Financial Performance - The company's operating revenue for 2024 reached ¥8,510,718,471.31, representing an increase of 8.53% compared to ¥7,841,791,899.03 in 2023[6]. - Net profit attributable to shareholders for 2024 was ¥2,186,020,148.42, a significant increase of 59.74% from ¥1,368,509,094.38 in 2023[6]. - The basic earnings per share for 2024 was ¥2.11, up 46.53% from ¥1.44 in 2023[6]. - The total assets at the end of 2024 amounted to ¥17,417,770,107.38, reflecting an 11.30% increase from ¥15,649,926,492.85 at the end of 2023[6]. - The company reported a decrease of 17.19% in cash flow from operating activities, totaling ¥1,959,754,132.37 in 2024 compared to ¥2,366,680,974.12 in 2023[6]. - The gross profit margin for tire sales was 32.78%, a decrease of 2.95% compared to the previous year[66]. - The company produced 32.2261 million tires and sold 31.4087 million tires, with revenue from tire sales remaining stable[67]. Dividend Distribution - The company plans to distribute a cash dividend of 2.9 yuan per 10 shares to all shareholders, with no bonus shares issued[3]. - The total cash dividend amount, including other methods, is 666,598,683.85 yuan, which accounts for 30.49% of the net profit attributable to shareholders for the year 2024[183]. - The company has a policy to distribute at least 10% of the distributable profit as cash dividends when it is profitable and has positive retained earnings[178]. - In the case of significant investment plans or cash expenditures, the company may adjust its cash dividend distribution, with specific thresholds set at 50% of net assets or 30% of total assets[178]. Research and Development - The company has developed the Qirin EV tire, which reduces rolling resistance by 12% compared to conventional fuel tires and increases range by 12% compared to international competitors[36]. - The company has maintained a competitive edge through continuous investment in advanced R&D equipment and a high-level R&D team[33]. - The company added 200 new patents in 2024, bringing the total to 650, including 28 invention patents[55]. - R&D investment rose to ¥227,107,349.53 in 2024, up 17.84% from ¥192,732,133.63 in 2023, with R&D expenditure as a percentage of revenue increasing from 2.46% to 2.67%[76]. - The company completed several key R&D projects aimed at improving product performance, including TBR tire durability and low-temperature vulcanization processes[74]. Market Position and Strategy - The company is aligned with the overall growth trends in the tire and automotive industries, which are expected to continue their robust development[30]. - The company holds a market share of 4.5% and 3% in the high-end tire market in the U.S. for its brands Sentury and Landsail, respectively, ranking first among Chinese tire brands[48]. - The company has established itself as one of the few international manufacturers of aviation tires, leveraging core technologies to enhance its high-end product image[38]. - The company is focusing on capital reserve increases as part of its financial strategy, with a total of 895.7 million shares reported in capital reserves[144]. Risk Management - The report emphasizes the importance of risk awareness regarding future plans and development strategies, highlighting potential risks in the "Management Discussion and Analysis" section[3]. - The company has implemented a comprehensive risk assessment and control system for commodity futures hedging, addressing price volatility, liquidity, internal control, technical, and policy risks[92]. - Fluctuations in raw material prices pose a risk to profitability, and the company plans to adjust procurement strategies to mitigate these impacts[128]. - International trade friction risks are present, with the company monitoring developments in tariffs and trade policies that could affect exports[129]. Corporate Governance - The company adheres to strict governance practices, ensuring compliance with relevant laws and regulations, and maintains independence from its controlling shareholder[133]. - The board of directors consists of 9 members, including 3 independent directors, ensuring compliance with governance requirements[134]. - The company has established a comprehensive employee performance evaluation and incentive mechanism to create a fair and efficient work environment[135]. - The company has a complete and independent financial accounting system, ensuring compliance with the Accounting Law and accounting standards of the People's Republic of China[138]. Sustainability and Environmental Initiatives - The company aims to achieve "carbon neutrality" by 2050, responding to the strategic deployment of "carbon peak and carbon neutrality" and exploring new low-carbon industrial internet models[113]. - The company adheres strictly to various environmental protection laws and standards, including the Environmental Protection Law of the People's Republic of China[200]. - The company is classified as a key pollutant discharge unit by environmental protection authorities[200]. - The company aims to achieve industry-leading levels in green factory design and energy efficiency, striving for a comprehensive carbon neutrality approach in its manufacturing processes[114]. Employee Development and Management - The total number of employees at the end of the reporting period is 3,192, with 1,527 in the parent company and 1,665 in major subsidiaries[170]. - The company has established a competitive salary management system based on principles of fairness, transparency, and effectiveness, considering factors like job responsibility and performance[171]. - The company emphasizes talent development through a structured training program, including company-level, workshop-level, and team-level training[175]. - A mentorship system is in place to facilitate knowledge transfer from experienced employees to new hires[175]. Strategic Initiatives and Future Outlook - The company aims to establish 8 digital intelligent manufacturing bases globally within 10 years, aligning with its vision of becoming a world-class tire brand[47]. - The company plans to expand its production capacity with the Morocco plant projected to produce 12 million high-performance tires annually by 2025, and the Spain plant also targeting 12 million tires per year[115]. - The company is committed to brand building, aiming to enhance brand power and market share globally while promoting high-quality products for a better consumer experience[120]. - The company is exploring potential mergers and acquisitions to enhance market presence and product offerings[102].

Financial Performance - The company's revenue for Q1 2025 was ¥2,056,110,346.08, a decrease of 2.79% compared to ¥2,115,099,456.05 in the same period last year[5] - Net profit attributable to shareholders was ¥361,237,832.16, down 28.29% from ¥503,718,461.70 year-on-year[5] - Basic earnings per share decreased by 48.53% to ¥0.35 from ¥0.68 in the same period last year[5] - Total operating revenue decreased to ¥2,056,110,346.08 from ¥2,115,099,456.05, representing a decline of approximately 2.8% year-over-year[17] - Net profit for the period was ¥361,237,832.16, down from ¥503,718,461.70, reflecting a decrease of approximately 28.2% year-over-year[18] - The total comprehensive income attributable to the parent company was CNY 349,849,003.60, a decrease from CNY 545,588,040.19 in the previous period, representing a decline of approximately 36%[19] Cash Flow - The net cash flow from operating activities was ¥11,126,032.07, a significant decline of 97.21% compared to ¥398,948,251.34 in the previous year[5] - Cash inflow from operating activities totaled CNY 2,050,636,437.89, slightly down from CNY 2,077,412,535.24, indicating a decrease of about 1.3%[19] - Cash outflow from operating activities increased to CNY 2,039,510,405.82 from CNY 1,678,464,283.90, marking an increase of approximately 21.5%[19] - Net cash flow from investing activities was negative at CNY -530,550,423.46, compared to CNY -1,549,855,708.99 in the previous period, showing an improvement[20] - Cash inflow from financing activities was CNY 308,984,800.00, with a net cash flow of CNY 308,246,153.77, compared to a negative cash flow in the previous period[20] - The ending cash and cash equivalents balance was CNY 1,545,857,123.50, down from CNY 2,598,702,169.21, a decrease of approximately 40.5%[20] Assets and Liabilities - Total assets increased by 2.92% to ¥17,926,131,978.60 from ¥17,417,770,107.38 at the end of the previous year[5] - Total liabilities increased to ¥4,080,635,489.53 from ¥3,924,690,719.73, which is an increase of approximately 4.0% year-over-year[16] - Net assets as of March 31, 2025, reached 13,845.50 million RMB, up 2.61% from the end of the previous year[13] - The company's cash and cash equivalents at the end of the reporting period were 1,640.55 million RMB, down from 1,822.11 million RMB at the beginning of the period[14] - Inventory as of March 31, 2025, was 2,148.98 million RMB, compared to 1,762.91 million RMB at the beginning of the period[14] - The company reported accounts receivable of 1,334.73 million RMB, an increase from 1,234.17 million RMB at the beginning of the period[14] - The company’s total current assets amounted to 8,755.34 million RMB, an increase from 8,230.90 million RMB at the beginning of the period[14] Expenses - Total operating costs increased to ¥1,677,633,828.43 from ¥1,588,115,068.22, marking an increase of about 5.6% year-over-year[17] - Research and development expenses decreased to ¥44,081,673.03 from ¥50,813,068.18, a reduction of about 13.3% year-over-year[17] - The company experienced a 35.20% reduction in selling expenses, amounting to ¥23,464,330.67, due to decreased market support costs[9] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 45,190[10] - The company's equity attributable to shareholders increased to ¥13,845,496,489.07 from ¥13,493,079,387.65, reflecting an increase of approximately 2.6% year-over-year[16]

| 证券代码：002984 | 证券简称：森麒麟 | 公告编号：2025-015 | | --- | --- | --- | | 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 关于为全资子公司提供担保的进展公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假记 载、误导性陈述或重大遗漏。 青岛森麒麟轮胎股份有限公司（以下简称"公司"）于 2025 年 1 月 10 日召开第 四届董事会第二次会议，于 2025 年 2 月 6 日召开 2025 年第一次临时股东大会，审议 通过了《关于 2025 年度为子公司提供担保的议案》，同意公司 2025 年度为下属子公 司提供连带责任担保，担保额度合计 250,000 万元人民币，授权有效期自公司股东大 会审议通过之日起 12 个月内有效。担保范围包括但不限于申请综合授信、借款、承 兑汇票等融资或开展其他日常经营业务等。担保方式包括但不限于连带责任担保、抵 押担保等方式。以上担保额度包括新增担保及原有担保展期或续保，实际担保金额及 担保期限以最终实际发生的担保事项为准。具体内容详见公司于 2025 年 1 月 1 ...

Investment Rating - The report maintains a positive investment rating for the automotive and automotive parts industry, focusing on domestic autonomous industry chains and key companies such as BYD, Geely, and Xpeng [5]. Core Insights - The report highlights the impact of recent U.S. tariffs on the automotive sector, noting that the tariffs have a limited effect on automotive parts, particularly for companies with overseas operations [2][3]. - It emphasizes the importance of monitoring tariff developments and suggests a focus on domestic autonomous vehicle manufacturers that are less affected by U.S. tariffs [3][24]. - The report recommends a selection of companies in the automotive sector, particularly those involved in smart and electric vehicles, as well as automotive parts suppliers [3][4]. Summary by Sections Weekly Data - In the first week of April 2025, passenger car sales reached 337,000 units, a year-on-year increase of 25.6% but a month-on-month decrease of 30.2%. New energy vehicle sales were 168,000 units, up 37.8% year-on-year but down 30.4% month-on-month, with a penetration rate of 50.0% [1][3]. Market Performance - The automotive sector underperformed the market, with the A-share automotive sector declining by 5.26% from April 7 to April 11, ranking 24th among sub-industries [1][3]. Key Recommendations - The report suggests focusing on a core portfolio that includes companies like BYD, Geely, Xpeng, Xiaomi, Berteli, Top Group, and others [1][3]. - It also highlights the potential of companies involved in the new energy vehicle supply chain and those focusing on smart driving technologies [3][4]. Tariff Impact - The U.S. tariffs, particularly the reciprocal tariffs, are expected to have a significant impact on exports and the economy, with a potential drag on GDP growth [10][19]. - The report notes that the automotive parts sector is less affected by the tariffs, especially for companies with production facilities in Mexico and Southeast Asia [2][24]. Company Focus - The report identifies key companies in the automotive parts sector that are well-positioned to benefit from the current market dynamics, including those involved in smart and electric vehicle technologies [3][4][25].

Investment Rating - The report maintains a "Buy" rating for several companies including China Petroleum & Chemical Corporation, China National Offshore Oil Corporation, and others [9]. Core Viewpoints - The report highlights significant price increases in sulfur and urea, suggesting continued attention on the crude oil, titanium dioxide, and tire sectors [1][6]. - The impact of U.S. tariff policies has led to a rapid decline in crude oil prices, with WTI and Brent crude prices dropping by 10.63% and 10.93% respectively [6][22]. - The chemical sector is experiencing mixed performance, with some sub-sectors like tires and upstream mining showing strong results, while others are under pressure due to capacity expansions and weak demand [7][21]. Summary by Sections Chemical Industry Investment Suggestions - The report discusses the influence of U.S. tariffs on crude oil prices and recommends focusing on undervalued, high-dividend companies like Sinopec and CNOOC [6][22]. - It notes that the chemical product prices are rebounding as downstream demand improves, with significant increases in sulfur (9.17%) and urea (7.53%) [19][21]. - The report emphasizes the importance of identifying leading companies in sub-sectors that are likely to see valuation recovery, such as Wanhua Chemical and Longbai Group [8][21]. Price Movements - The report details the price movements of various chemical products, highlighting both increases and decreases in prices across different categories [19][21]. - It notes that while some products like sulfur and urea have seen price increases, others like methyl isocyanate and domestic naphtha have experienced declines [5][19]. Key Companies and Earnings Forecast - The report provides a detailed earnings forecast for key companies, indicating expected EPS growth and PE ratios for 2023 to 2025, with a consistent "Buy" rating across the board [9]. - Companies highlighted include Senqcia, Sinopec, and Yanguang Chemical, all of which are expected to show positive earnings growth in the coming years [9].

Core Viewpoint - Qingdao Senqilin Tire Co., Ltd. has announced the adjustment of the conversion price for its convertible bonds, reflecting changes in its stock and financial activities, including share repurchases and dividend distributions [1][5][7]. Convertible Bond Issuance Overview - The total amount of the convertible bonds issued by the company is RMB 2,198.9391 million [1]. - The bonds were listed on the Shenzhen Stock Exchange on December 6, 2021, under the name "Qilin Convertible Bonds" with the code "127050" [1]. Conversion Price Adjustment - The initial conversion price was set at RMB 34.85 per share, which was adjusted to RMB 28.52 per share on November 15, 2022, due to stock price conditions [2][3]. - Following a new issuance of shares at RMB 29.69 per share on August 30, 2023, the conversion price was further adjusted to RMB 28.67 per share [5]. - The conversion price was subsequently adjusted to RMB 28.66 per share on January 16, 2024, and then to RMB 19.95 per share on October 21, 2024, after the annual dividend distribution [6][7]. Share Capital Changes - As of March 31, 2025, the remaining balance of the convertible bonds is RMB 2,086,119,500, equivalent to 20,861,195 bonds [8]. - The total share capital of the company is 1,035,461,001 shares, with a slight increase of 55,359 shares during the reporting period [9]. Other Information - The company has provided contact information for investor inquiries and has made available additional documents related to the convertible bonds for further reference [10].

| 证券代码：002984 | 证券简称：森麒麟 | 公告编号：2025-014 | | --- | --- | --- | | 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 经中国证券监督管理委员会"证监许可〔2021〕2293 号"文件核准，公司于 2021 年 11 月 11 日公开发行了 21,989,391 张可转换公司债券，每张面值 100 元， 发行总额 219,893.91 万元。 （二）可转换公司债券上市情况 经深圳证券交易所"深证上〔2021〕1217 号"文同意，公司 219,893.91 万 关于2025年第一季度可转换公司债券转股情况的公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚 假记载、误导性陈述或重大遗漏。 特别提示： | 证券代码：002984 | | | | 证券简称：森麒麟 | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 债券代码：127050 | | | | 债券简称：麒麟转债 | | | ...