北汽福田汽车股份有限公司 2025 年第九次临时股东会会议资料 股票简称：福田汽车 股票代码：600166 2025 年 12 月·北京 1 目 录 2 议案一、《关于2026年度日常关联交易计划的议案》 议案二、《关于向关联方追加关联担保计划额度的议案》 议案三、《关于与北京汽车集团财务有限公司签署金融服务协议暨关联交易的议案》 议案四、《关于2026年度外汇衍生品交易计划的议案》 议案一： 北汽福田汽车股份有限公司 关于 2026 年度日常关联交易计划的议案 各位股东： 为了完善公司治理结构，规范上市公司运作，结合公司 2026 年度生产经营的需 要，特提出本议案。本议案已于 2025 年 12 月 12 日经公司董事会审议通过，现就本 议案向公司股东会做汇报。 《上海证券交易所股票上市规则》（以下简称《规则》）相关规定： 第 6.3.2 条规定，上市公司的关联交易，是指上市公司、控股子公司及控制的其 他主体与上市公司关联人之间发生的转移资源或者义务的事项。 第 6.3.3 规定，在过去 12 个月内或者相关协议或者安排生效后的 12 个月内， 存在本条第二款、第三款所述情形之一的法人（或者其他组织）、自 ...

北汽福田汽车股份有限公司 2025 年第九次临时股东会会议资料 股票简称：福田汽车 股票代码：600166 2025 年 12 月·北京 1 目 录 2 议案一、《关于2026年度日常关联交易计划的议案》 议案二、《关于向关联方追加关联担保计划额度的议案》 议案三、《关于与北京汽车集团财务有限公司签署金融服务协议暨关联交易的议案》 议案四、《关于2026年度外汇衍生品交易计划的议案》 议案一： 北汽福田汽车股份有限公司 《上海证券交易所股票上市规则》（以下简称《规则》）相关规定： 第 6.3.2 条规定，上市公司的关联交易，是指上市公司、控股子公司及控制的 其他主体与上市公司关联人之间发生的转移资源或者义务的事项。 第 6.3.3 规定，在过去 12 个月内或者相关协议或者安排生效后的 12 个月内， 存在本条第二款、第三款所述情形之一的法人（或者其他组织）、自然人，为上市公 司的关联人。(鉴于公司于 2025 年 8 月 19 日召开股东会审议通过了取消监事会事项， 因此，2026 年 8 月 19 日前，公司原监事仍为公司关联方。) 第 6.3.6 条规定，上市公司与关联法人（或者其他组织）发生的交易金额 ...

Core Viewpoint - The automotive industry is undergoing significant regulatory changes aimed at curbing price wars and ensuring fair competition, with the State Administration for Market Regulation (SAMR) taking decisive actions against misleading pricing practices and excessive discounts [1][3]. Group 1: Regulatory Actions - The SAMR has officially halted price wars in the automotive sector, allowing price reductions only for inventory vehicles and prohibiting below-cost sales [1][3]. - Car manufacturers are now required to display clear pricing without misleading discounts, and they must inform consumers about delivery timelines for vehicles [1][3]. - The recent crackdown on pricing tactics is a response to practices that disrupt market order, with major companies like BYD and Xpeng already indicating changes in their sales strategies [3]. Group 2: Market Conditions - The automotive industry, now a key economic pillar, contributes 10% to the national GDP, with the penetration rate of new energy vehicles nearing 60% [5]. - The market has shifted from growth to competition for existing sales, with leading companies like BYD experiencing a decline in sales for three consecutive months, indicating a growth crisis [5]. - The average transaction price for passenger vehicles in China has dropped from 196,400 yuan to 171,600 yuan in the first half of the year, with discount rates increasing from 14.53% to 27.77% [5]. Group 3: Future Implications - In the short term, the new regulations are expected to pressure automotive sales in the coming year, particularly with the introduction of vehicle purchase taxes and restrictions on price cuts [7]. - Long-term, while the penetration of new energy vehicles exceeds 50%, the market remains competitive, and price wars may continue as a natural market-clearing mechanism [7]. - The automotive industry faces a significant challenge, with only 3 out of 71 brands currently profitable, and it is anticipated that 80% of brands may face closure if current trends continue [7].

Core Viewpoint - Foton Motor has officially launched the Ouhui smart bus, which features a dual-redundancy intelligent system and a single chip computing power of 254 TOPS, enabling L2 to L4 level intelligent driving across all scenarios [1] Group 1 - The Ouhui smart bus is equipped with a dual-chip redundancy system for enhanced reliability [1] - The vehicle has been integrated into the cloud platform of the demonstration area in Beijing for road testing [1]

Core Viewpoint - The natural gas heavy truck market in China has shown significant growth in September and October 2025, with year-on-year increases of 149% and 138% respectively, indicating a strong performance during the peak season. However, questions remain about whether this momentum will continue into December and what changes may occur in the industry landscape as the year concludes [1]. Sales Performance - In November 2025, the actual sales of natural gas heavy trucks reached 19,400 units, representing a month-on-month decrease of 8% but a year-on-year increase of 71%. This marks the fourth consecutive month of year-on-year growth [3][15]. - The overall heavy truck market saw total sales of 76,700 units in November, with natural gas heavy trucks outperforming the overall market growth for the fifth time this year, achieving a 71% year-on-year increase [7]. Monthly Trends - The monthly sales data for natural gas heavy trucks over the past five years shows that January and February 2025 had the highest sales figures compared to previous years. However, from March to July, sales were the second highest in five years, and November recorded the highest sales for the year [5]. Market Share and Competition - In November, natural gas heavy trucks accounted for 25.26% of total heavy truck sales, a decrease from 30.09% in October. The cumulative market share for January to November 2025 was 26.00%, lower than the previous year's 31.64% [7][21]. - Five companies sold over 1,000 units in November, with Jiefang leading at 5,449 units, followed by China National Heavy Duty Truck at 4,494 units. Other notable competitors included Dongfeng, Foton, and Shaanxi Automobile, all exceeding 2,500 units [17][18]. Price Influence - Natural gas prices fluctuated throughout 2025, with average prices around 4,400 RMB/ton in January and February, peaking near 4,600 RMB/ton in March and April, and then declining to below 4,200 RMB/ton by August. In November, prices rose above 4,350 RMB/ton, but this had little stimulating effect on sales [11]. Regional Sales Distribution - Sales of natural gas heavy trucks were distributed unevenly across regions, with Hebei, Shandong, Henan, and Shanxi being the top four provinces in terms of sales volume. Hebei alone accounted for 14.7% of total sales from January to November 2025 [11][13]. Year-to-Date Performance - Cumulatively, from January to November 2025, natural gas heavy truck sales reached 186,100 units, reflecting a year-on-year growth of 10%. This growth is attributed to several provinces experiencing increased sales, while others saw declines [23][26]. Conclusion - The natural gas heavy truck market has rebounded after a period of decline, with a strong performance in the latter part of 2025. The potential for total sales to exceed 200,000 units this year remains high, indicating a promising outlook for the market [28].

Core Viewpoint - Hongmeng Zhixing has announced a policy adjustment to stop the promotion of "Hongmeng Zhixing Grand Hotel" and remove historical promotional materials across platforms, aiming to optimize the market environment and reduce operating costs for dealers [2][11]. Summary by Relevant Sections Policy Adjustments - The adjustments include prohibiting free charging, with fast and super charging stations now requiring payment or points through the Hongmeng Zhixing app, while slow charging stations will not be available for public use [2][11]. - Free car washes and dining services are also prohibited, with such services only available during specific customer interactions like vehicle viewing, delivery, maintenance, and repairs, and must be properly documented [2][11]. Customer Service Changes - Despite the policy changes, free car washes and dining services are still available but require prior appointment, with a QR code for reservations being developed [12]. - The user center staff indicated that the changes were necessary due to excessive customer traffic causing congestion, impacting the experience for customers coming for vehicle delivery and maintenance [12]. Background Information - Hongmeng Zhixing is a smart automotive technology ecosystem alliance formed by Huawei in collaboration with several car manufacturers, including Seres, Chery, BAIC, JAC, and SAIC, and operates five major brands [3][12]. - The term "Hongmeng Zhixing Grand Hotel" is a humorous nickname for the user service centers, which previously offered high-quality complimentary services like dining and car washes [3][12]. Industry Context - In July, Huawei's executive highlighted the launch of free summer vehicle inspections at over 600 user centers, with more than 200 centers offering night services for customer convenience [6][15]. - The recent adjustments align with broader regulatory efforts by the National Market Supervision Administration to standardize pricing behaviors in the automotive industry, including the regulation of non-monetary incentives [18].

文：谈擎说AI 在过去几年，L3在自动驾驶行业内并不受待见，当L2与L4被炒得火热时，它就像被皇帝打入冷宫的妃子，提都很少提，就算提了，也都是不那么看好的声 音。 2022年时，李彦宏便说过L2之后率先进入商用的很可能是L4，而不是L3。 事实上也确实如此，只是如今L3有没有可能比Robotaxi普及更快？ 地平线创始人余凯曾在2023年作出更悲观的判断，他觉得10年以后连L3都不会真正的出现。 但现实的变化总是这么出乎人的意料，如今随着工信部的一纸书文，允许长安、极狐两款L3车型落地，L3的时代正式被打响。 马后炮的讲，看来大佬对于未来的判断也总是有着瑕疵啊。 所以L3究竟意味着什么？ 技术革命时代，L3与豆包AI手机为何不同命？ 众所周知，在L3以前，都只能被称作辅助驾驶。 L3作为有条件的自动驾驶，之所以推行这么晚，除了技术上的问题以外，最大的难点就在于责任规划。 L2的责任承担者依然是驾驶人，出了事，尽管车企宣传自己的智驾再厉害，该你承担的还是要你承担。 到L3时代，在ODD内正常激活的情况下，要是出事了，责任不归驾驶员，而是车企。 在此期间，驾驶人员可以脱手、脱眼，想看剧看剧，想吃饭吃饭。 但千万不 ...

Core Viewpoint - Foton Motor (600166.SH) reported significant growth in heavy truck exports and sales of new energy heavy trucks for the period from January to November 2025, indicating a strong market presence and strategic focus on international expansion [1] Group 1: Heavy Truck Exports - In the period from January to November 2025, Foton Motor exported approximately 24,000 heavy trucks, representing a year-on-year increase of about 125% [1] - The company's market share in heavy truck exports reached approximately 7.8%, an increase of 3.8 percentage points compared to the previous year [1] - The company plans to continue increasing resource investment in markets such as Africa, Southeast Asia, and the Middle East to drive sales growth [1] Group 2: New Energy Heavy Truck Sales - For the same period, Foton Motor's sales of new energy heavy trucks reached approximately 19,500 units, showing a year-on-year growth of about 280% [1] - The market share for new energy heavy trucks was approximately 11.5%, which is an increase of over 3 percentage points year-on-year [1] - The company aims to leverage product competitiveness and localized operations to further enhance sales performance [1]

Macro Strategy - The report highlights that export control measures on key metals have become a crucial advantage for China in the geopolitical competition with major economies like the US and EU. This advantage is rooted in China's resource superiority and a complete industrial system that is difficult for developed economies to replicate in the short term [10][11]. - China leads in the production of 30 out of 44 key minerals, with significant advantages in rare earths, gallium, germanium, and antimony. For instance, China holds nearly half of the world's rare earth reserves and dominates the processing technology, with a 92% global market share in high-performance neodymium-iron-boron magnets [10][11]. Fixed Income - The report indicates that the bond market is influenced by recent important meetings, with a shift in sentiment following the Central Political Bureau and Central Economic Work Conference. The 10-year government bond yield rose from 1.8285% to 1.8425% during the week, reflecting market reactions to policy expectations [12][13]. - The issuance of green bonds saw a significant increase, with 29 new bonds issued totaling approximately 36.75 billion yuan, up 16.01 billion yuan from the previous week. The secondary market saw a total transaction volume of 64.4 billion yuan, a decrease of 1.7 billion yuan [16]. Industry - The automotive industry is at a pivotal point in 2025, with expectations for electric vehicle penetration to reach 50%-80% over the next three years. Major players in intelligent driving have successfully implemented complex scenarios in urban environments, enhancing user experience [21]. - The report evaluates the intelligent driving experiences of seven major manufacturers, noting that Huawei and Xiaopeng lead in handling complex scenarios, while the gap in capabilities among manufacturers is narrowing compared to earlier quarters [21].

Group 1 - The event "Chain Gathering Beijing-Henan Leading the Future" aims to deepen strategic cooperation between Beijing and Henan, providing a platform for private enterprises to enhance collaboration and resource sharing [1][2] - The 14th Five-Year Plan emphasizes the importance of promoting the private economy, indicating a broad and promising future for private enterprises in China [1][3] - Henan's commitment to "open cooperation and mutual benefit" has facilitated the integration of Beijing's technological and financial resources, supporting high-quality development of the private economy [1][2] Group 2 - Collaborations such as Linzhou Fengbao Pipe Industry's partnership with Beijing University of Science and Technology on an AI smelting platform highlight the shift towards digitalization and high-end transformation in enterprises [2] - The establishment of a national hybrid wheat industrialization base and a research center for edible fungi in Henan demonstrates the focus on innovation and industrial clustering [2][3] - The release of financing and technology demand lists from 40 private enterprises in Henan indicates a strong desire to advance into high-tech sectors, particularly in AI, new materials, and smart automotive components [3][4] Group 3 - The event featured discussions on macroeconomic trends, the role of large models in industry, and pathways for technology transfer, showcasing the collaborative spirit between private enterprises and investment institutions [4] - The synergy between Henan's solid industrial foundation and Beijing's vibrant capital market and top-tier innovation resources is paving the way for a prosperous future through enhanced cooperation [4]