青岛森麒麟轮胎股份有限公司 验 资 报 告 | 索引 | 贝码 | | --- | --- | | 验资报告 | | | 附件 1. 新增注册资本实收情况明细表 | | | 附件 2. 注册资本及股本变更前后对照表 | 2 | | 附件 3. 验资事项说明 | 3-5 | | 银行询证函 | 6-7 | | 银行收款回单 | 8 | 信永中和会计师事务所 certified public accountants 验资报告 XYZH/2023 JNAA5B0164 本验资报告供贵公司申请办理注册资本及股本变更登记及据以向全体股东签发出资 证明时使用,不应将被视为是对贵公司验资报告日后资本保全、偿债能力和持续经营能 力等的保证。因使用不当造成的后果,与执行本验资业务的注册会计师及本会计师事务 所无关。 附件: 1. 新增注册资本实收情况明细表 2. 注册资本及股本变更前后对照表 3. 验资事项说明 信永中和会计师事务所(特殊普通合伙) 中国注册会计师: 青岛森麒麟轮胎股份有限公司: 我们接受委托,审验了青岛森麒麟轮胎股份有限公司(以下简称"贵公司")截至 2023 年 8 月 16 日止增加注册资本及股本的情况。 ...

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 青岛森麒麟轮胎股份有限公司 QINGDAO SENTURY TIRE CO., LTD. （山东省青岛市即墨区大信街道天山三路 5 号） 向特定对象发行 A 股股票 发行情况报告书 保荐人（主承销商） 二〇二三年八月 1 发行人全体董事、监事、高级管理人员声明 本公司全体董事、监事及高级管理人员承诺本发行情况报告书不存在虚假记 载、误导性陈述或重大遗漏，并对其真实性、准确性、完整性承担相应的法律责 任。 全体董事： 秦 龙 林文龙 秦靖博 金胜勇 王 宇 徐文英 宋希亮 李 鑫 全体监事： 刘炳宝 来永亮 纪晓龙 全体高级管理人员（未担任董事）： 范全江 常慧敏 姜 飞 姚志广 青岛森麒麟轮胎股份有限公司 年 月 日 2 | 目 录 | 3 | | --- | --- | | 释 义 | 4 | | 第一节 本次发行的基本情况 | 5 | | 一、本次发行履行的相关程序 | 5 | | 二、本次发行概要 | 7 | | 三、本次发行的发行对象情况 | 12 | | 四、本次发行的相关机构情况 | 21 | | 第二节 发行前 ...

根据中国证券监督管理委员会（以下简称"中国证监会"）《关于同意青岛森 麒麟轮胎股份有限公司向特定对象发行股票注册的批复》（证监许可〔2023〕1432 号），同意青岛森麒麟轮胎股份有限公司（以下简称"森麒麟""发行人"或"公 司"）向特定对象发行股票的注册申请。 海通证券股份有限公司（以下简称"海通证券"或"保荐人（主承销商）"）作 为森麒麟向特定对象发行股票（以下简称"本次发行"）的保荐人主承销商，根据 《中华人民共和国公司法》《中华人民共和国证券法》《上市公司证券发行注册管 理办法》《证券发行与承销管理办法》和《深圳证券交易所上市公司证券发行与承 销业务实施细则》等相关法律、法规和规范性文件的要求以及森麒麟关于本次发 行的相关董事会和股东大会会议决议，对发行人本次发行的发行过程和认购对象 的合规性进行了核查，现将有关情况报告如下： 海通证券股份有限公司 关于青岛森麒麟轮胎股份有限公司 向特定对象发行股票发行过程和认购对象 合规性的报告 根据发行对象申购报价情况，本次向特定对象发行股票的数量为 94,307,847 股，全部采取向特定对象发行股票的方式发行，未超过公司董事会及股东大会审 议通过并经中国证监会 ...

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 青岛森麒麟轮胎股份有限公司 投资者关系活动记录表 | --- | --- | |----------------|----------------------------------------------------------| | 投资者关系活动 | 特定对象调研 □ 分析师会议 | | 类别 | 媒体采访 √ 业绩说明会 | | | 新闻发布会 □ 路演活动 | | | 现场参观 | | | | | 参与单位名称及 | 投资者网上提问 | | 人员姓名 | | | 时间 | 6 月 7 日 (周三) 15:00~16:30 | | 地点 | 公司通过全景网"投资者关系互动平台"（https://ir.p5w.net | | | 采用网络远程的方式召开业绩说明会 | | 上市公司接待人 | 、董事兼总经理林文龙 | | 员姓名 | 、董事兼董事会秘书金胜勇 | | | 、独立董事李鑫 | | | 、保荐代表人焦阳 | | | 、财务部长宋全强 | | | 、证券事务代表王倩 | | | 投资者提出的问题及公司回复情况 ...

| 证券代码：002984 | 证券简称：森麒麟 | 公告编号：2023-048 | | --- | --- | --- | | 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 关于参加青岛辖区上市公司2022年度集体业绩说明会的公告 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。 为进一步加强与投资者的互动交流，构建和谐投资者关系，青岛森麒麟轮胎 股份有限公司（以下简称"公司"）将参加由青岛证监局、青岛市上市公司协会、 深圳市全景网络有限公司联合举办的青岛辖区上市公司 2022 年度集体业绩说明 会。 本次年度业绩说明会将采用网络远程的方式于 2023 年 6 月 7 日（星期三） 15:00-16:30 在全景网举行，投资者可登录全景网"投资者关系互动平台" （https://ir.p5w.net）参与本次年度业绩说明会。 公司出席本次年度业绩说明会的人员有：董事兼总经理林文龙先生、董事兼 董事会秘书金胜勇先生、独立董事李鑫先生、保荐代表人焦阳先生、财务部长宋 全强先生、证券事务代表王倩女士。 为充分尊重投资者、提升交流 ...

Financial Performance - The company's operating revenue for Q1 2023 was CNY 1,657,704,459.58, representing a 14.53% increase compared to CNY 1,447,421,402.81 in the same period last year[3] - Net profit attributable to shareholders for Q1 2023 was CNY 250,186,589.84, up 7.33% from CNY 233,108,091.53 in Q1 2022[3] - Operating profit for the quarter was CNY 261,423,682.38, compared to CNY 244,846,553.61 in the previous year, indicating a growth of 6.7%[18] - The total profit for Q1 2023 was CNY 261,478,512.22, compared to CNY 244,852,475.54 in Q1 2022, representing an increase of approximately 6.6%[19] - The net profit for Q1 2023 was CNY 250,186,594.34, up from CNY 233,108,097.30 in the same period last year, indicating a growth of about 7.3%[19] - The basic earnings per share for Q1 2023 were CNY 0.3851, compared to CNY 0.3588 in Q1 2022, reflecting an increase of approximately 7.5%[19] Cash Flow - The net cash flow from operating activities increased significantly by 432.28%, reaching CNY 387,444,324.88 compared to CNY 72,789,321.57 in the previous year[5] - Cash inflow from operating activities totaled CNY 1,706,524,759.04 in Q1 2023, compared to CNY 1,458,207,556.63 in Q1 2022, marking a rise of about 17.0%[21] - The net cash flow from investing activities was -CNY 238,304,427.41 in Q1 2023, compared to -CNY 185,756,996.91 in Q1 2022, indicating an increase in cash outflow for investments[21] - The net cash flow from financing activities was -CNY 17,510,000.00 in Q1 2023, compared to -CNY 487,213,795.50 in Q1 2022, showing a reduction in cash outflow for financing[22] Assets and Liabilities - The total assets as of March 31, 2023, were CNY 11,126,633,130.97, a slight increase of 0.10% from CNY 11,115,557,161.84 at the end of the previous year[3] - The total liabilities decreased to CNY 3,337,299,061.59 from CNY 3,491,891,987.33, a reduction of approximately 4.4%[16] - The total equity attributable to shareholders increased to CNY 7,789,333,914.12, up from CNY 7,623,665,021.71, reflecting a growth of 2.2%[16] - The total current asset of CNY 4,783,406,131.67, a decrease from CNY 4,831,168,349.72 at the beginning of the year, reflecting a decline of approximately 1%[15] - The company’s fixed assets decreased to CNY 4,810,014,499.53 from CNY 4,955,960,576.81, a decline of about 2.9%[15] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 29,860, with the largest shareholder holding 42.25% of the shares[6] - The company’s actual controller and some directors plan to increase their shareholdings within three months starting from February 22, 2023, to boost investor confidence[12] Expenses - Total operating costs amounted to CNY 1,409,278,671.06, up from CNY 1,215,288,675.72, reflecting a year-over-year increase of 15.9%[18] - Research and development expenses increased to CNY 28,229,694.42, up from CNY 24,671,148.80, representing a rise of 14.5% year-over-year[18] - Financial expenses rose to CNY 23,700,854.16, compared to CNY 14,202,196.43 in the previous year, marking a significant increase of 67.1%[18] - Tax expenses for the quarter were CNY 6,681,158.25, significantly higher than CNY 3,061,209.31 in the same period last year, representing a rise of 118.5%[18] Other Financial Metrics - The company reported a significant increase in interest income of 74.10%, amounting to CNY 13,367,542.86, attributed to higher deposit balances[5] - The company reported a net investment income of CNY 20,927,842.94, compared to CNY 17,437,735.82 in the previous year, indicating an increase of 20.5%[18] - The total comprehensive income for Q1 2023 was CNY 183,368,021.62, down from CNY 211,805,086.84 in Q1 2022, reflecting a decrease of approximately 13.4%[19] Investments - The company plans to invest in a high-performance tire project in Morocco, which was approved in January 2023[11] - The company has approved the issuance of A-shares to specific investors, with related matters discussed in multiple board meetings throughout early 2023[10]

Financial Performance - The company reported a total revenue of 2.5 billion RMB for the year 2022, representing a year-on-year increase of 15%[8]. - The company's operating revenue for 2022 was CNY 6,292,185,232.98, representing a 21.53% increase compared to CNY 5,177,269,183.43 in 2021[14]. - The net profit attributable to shareholders for 2022 was CNY 800,855,736.92, a 6.30% increase from CNY 753,358,567.99 in the previous year[14]. - The company reported a significant increase in revenue, achieving a total of 1.2 billion RMB in 2022, representing a year-over-year growth of 15%[147]. - The company achieved a net profit of 200 million RMB, which is a 15% increase compared to the previous year[200]. - The company plans to enhance its domestic replacement market through brand repositioning, high-end product launches, and improved delivery capabilities[120]. Profitability and Margins - The gross profit margin improved to 25%, up from 22% in the previous year, indicating better cost management and pricing strategies[8]. - The gross margin for the year was reported at 18%, reflecting improved operational efficiency compared to the previous year[143]. - The company maintained a gross margin of 20.43% for the tire segment, which is a decrease of 2.81% compared to the previous year[64]. Production and Capacity Expansion - The company plans to expand its production capacity by 30% in the next two years to meet increasing demand in both domestic and international markets[8]. - The production capacity for tires is 28 million units, with a capacity utilization rate of 76.75%[35]. - The company has ongoing projects to expand production capacity, including an annual output of 600,000 high-performance semi-steel radial tires in Thailand[35]. - A new manufacturing facility in Thailand is expected to be operational by Q3 2023, increasing production capacity by 30%[147]. - The company plans to expand its production capacity with the Thailand factory's second phase expected to produce 6 million high-performance semi-steel radial tires and 2 million high-performance all-steel radial tires in 2023[114]. Research and Development - The company has allocated 200 million RMB for research and development in 2023, focusing on advanced tire technologies and materials[8]. - The company holds 101 patents related to automotive tires as of December 31, 2022, indicating a strong focus on R&D and innovation[34]. - The company is investing heavily in R&D, with a budget allocation of 100 million RMB for the development of new tire technologies in 2023[147]. - The company emphasizes a research and development philosophy centered on independent innovation and technological leadership[34]. Market Expansion and Strategy - Market expansion efforts include entering Southeast Asian markets, with a target revenue contribution of 10% from this region by 2025[8]. - The company is actively cultivating both domestic and overseas replacement markets, focusing on high-end OEM partnerships globally[39]. - The company plans to enhance its digital marketing efforts, aiming for a 25% increase in online sales channels by the end of 2023[144]. - The company is exploring potential mergers and acquisitions to enhance its market position and diversify its product offerings[8]. Customer and User Engagement - User data indicates a 20% increase in customer retention rates, attributed to improved product quality and customer service initiatives[8]. - The company reported a year-on-year increase in user data, with a total of 1.5 million new customers acquired during the reporting period[143]. - The company has expanded its user base, with a reported increase of 20% in active customers, reaching 500,000 users by the end of 2022[147]. Environmental and Sustainability Initiatives - The company is committed to achieving carbon neutrality by 2050, focusing on tire research and development, materials, and manufacturing processes to reduce carbon emissions[113]. - The company is focused on developing lightweight, low rolling resistance, and low noise green tire products, emphasizing sustainable and recyclable materials[188]. - The company has established an online monitoring system for real-time emission data transmission, complying with local environmental regulations[187]. Governance and Compliance - The company strictly adheres to information disclosure obligations, ensuring that all shareholders have equal access to company information through designated media[136]. - The company has established a management system for commodity futures hedging to control risks effectively[95]. - The company has a fully independent financial accounting system and management structure, ensuring compliance with accounting laws and regulations[138]. Employee and Management Practices - The company has established a comprehensive lecturer system to meet daily training needs and enhance employee skills[165]. - The company emphasizes the importance of aligning executive compensation with individual performance and overall company performance[151]. - The total number of employees at the end of the reporting period was 2,851, with 1,314 in the parent company and 1,537 in major subsidiaries[163].

Financial Performance - The company reported a revenue of 1.5 billion RMB for the year 2020, representing a year-over-year increase of 10% compared to 2019[13]. - The net profit attributable to shareholders was 200 million RMB, which is a 15% increase from the previous year[13]. - The company's operating revenue for 2020 was CNY 4,705,381,830.54, representing a 2.76% increase compared to CNY 4,578,918,313.22 in 2019[18]. - The net profit attributable to shareholders for 2020 was CNY 980,552,518.83, a 32.38% increase from CNY 740,725,544.57 in 2019[18]. - The net cash flow from operating activities for 2020 was CNY 1,680,978,801.30, a 5.47% increase from CNY 1,593,772,012.26 in 2019[18]. - The total assets at the end of 2020 were CNY 7,736,737,202.19, reflecting a 20.77% increase from CNY 6,406,219,991.32 at the end of 2019[18]. - The net assets attributable to shareholders increased by 53.73% to CNY 5,549,847,856.47 at the end of 2020 from CNY 3,610,167,468.91 at the end of 2019[18]. - The basic earnings per share for 2020 was CNY 1.64, representing a 28.13% increase from CNY 1.28 in 2019[18]. - The company reported a total of CNY 1,160,045,922.57 in revenue for Q1 2020, with a net profit of CNY 224,038,936.61[22]. - The company reported a total revenue of 1.5 billion RMB for the year 2020, reflecting a year-on-year growth of 12%[152]. - The net profit attributable to shareholders was 200 million RMB, representing an increase of 15% compared to the previous year[153]. Market Expansion and Strategy - The company plans to expand its production capacity by 20% in the next fiscal year to meet increasing demand[13]. - Future guidance indicates an expected revenue growth of 15% for 2021, driven by new product launches and market expansion[13]. - The company is exploring potential mergers and acquisitions to enhance its market presence in Southeast Asia[13]. - The company anticipates steady growth in the automotive industry in 2021, driven by strong market demand and supportive government policies[28]. - The company plans to expand its market presence in Southeast Asia, targeting a 10% market share within the next two years[149]. - A strategic acquisition of a local tire manufacturer is in progress, expected to enhance production capacity by 40%[145]. - The company aims to introduce three new tire models in the upcoming year, which are anticipated to contribute an additional 200 million RMB in revenue[146]. - The company plans to expand its market presence in Southeast Asia, targeting a 25% market share by 2025[155]. - The company is considering potential acquisitions to strengthen its supply chain, with a budget of 300 million yuan earmarked for this purpose[179]. Research and Development - The company has invested 100 million RMB in R&D for new tire technologies, aiming to launch two new product lines in 2021[13]. - Research and development expenses increased by 36.94% to CNY 89,061,782.18, accounting for 1.89% of total revenue[81]. - The company has allocated 100 million RMB for research and development in new technologies for tire manufacturing[151]. - The company is investing 100 million RMB in research and development for innovative tire technologies over the next three years[173]. - The company developed and mastered several advanced tire technologies, including ultra-low rolling resistance tires and graphene conductive tires, and added 21 new patents in 2020, bringing the total to 76 patents[57][58]. Production and Capacity - The company produced 2,016.26 million tires in 2020, a 7.63% increase from 1,873.41 million in 2019, with sales volume reaching 2,010.56 million tires, up by 4.68%[73]. - The company is expanding its production capacity with a project in Thailand to produce an additional 600,000 high-performance semi-steel tires and 200,000 high-performance all-steel tires[66]. - The company is optimizing its smart manufacturing base, with plans to increase production capacity by approximately 3.5 million tires in 2021 and expand its Thailand facility to produce 6 million semi-steel tires and 2 million all-steel tires annually[60]. - The company plans to launch three new tire products in 2021, targeting a market share increase of 5% in the premium segment[179]. - Plans for a new manufacturing facility are underway, projected to increase overall production capacity by 25% by the end of 2022[172]. Sustainability and Environmental Initiatives - The company is focusing on the development of "green tires" to meet future market demands for lower fuel consumption and emissions, aligning with global environmental trends[51]. - The company has set a target to reduce carbon emissions by 20% over the next five years as part of its sustainability initiative[148]. - The management indicated a focus on sustainability, aiming to reduce production waste by 15% by 2025[174]. Shareholder and Profit Distribution - The company has no plans to distribute cash dividends or issue bonus shares for the year 2020[5]. - The company has a profit distribution policy that includes cash dividends of at least 10% of distributable profits, with higher percentages for mature stages without significant capital expenditures[134]. - In 2020, the company distributed a cash dividend of 1.66 CNY per 10 shares, totaling 107,845,044.04 CNY (including tax), which represents 11.00% of the net profit attributable to ordinary shareholders[138]. - The company plans not to distribute cash dividends, issue bonus shares, or increase capital from reserves in the current reporting period[141]. Risks and Challenges - The company has identified key risks in its future outlook, including fluctuations in raw material prices and global supply chain disruptions[4]. - Fluctuations in raw material prices, particularly natural and synthetic rubber, pose a risk to cost control and performance stability, with the company planning to adjust procurement strategies to mitigate these impacts[126]. - International trade friction risks have emerged, particularly with anti-dumping investigations affecting tire exports to countries like the U.S., but the company aims to offset these challenges through cost reduction and global capacity expansion[127]. - The ongoing COVID-19 pandemic presents risks to global economic stability and demand, with the company committed to monitoring the situation and ensuring safe operations while minimizing adverse impacts[129]. Corporate Governance and Compliance - The company is committed to maintaining compliance with regulatory standards regarding shareholder equity and financial disclosures[158]. - The company has pledged to adhere to the latest regulations set by the China Securities Regulatory Commission regarding compensation measures and commitments[183]. - The company has made a long-term commitment to ensure compliance with all regulatory requirements and to take corrective actions as necessary[182]. - The company reported no non-operating fund occupation by controlling shareholders or related parties during the reporting period[186]. - There were no significant accounting errors requiring retrospective restatement during the reporting period[189].