Aeolus Tyre Co., Ltd. (hereinafter referred to as "Aeolus") and its controlling shareholder, China National Tire & Rubber Co., Ltd. (hereinafter referred to as "CNRC") enter into a Shares Entrustment Agreement today. According to the Shares Entrustment Agreement, CNRC entrusts 52% of shares in Prometeon Tyre Group S.r.l. (hereinafter referred to as “PTG”), which are indirectly held by CNRC, to Aeolus. The term of the entrustment is three years, which shall be automatically renewed upon expiration.
Aeolus was founded in 1965 and listed on the Shanghai Stock Exchange in 2003. Aeolus mainly manufactures more than 1.000 specifications and varieties of tyres for trucks, buses and construction machines, including "Aeolus", "Fengli" and "Henan" brands. Now it owns two manufacturing plants in Jiaozuo and Taiyuan, with more than 7.000 employees.
PTG is headquartered in Milan, Italy, and was formerly named as Pirelli Industrial S.r.l. PTG manufactures and sells a variety of tyres for trucks, buses and agricultural use, including Pirelli brand. PTG owns manufacturing plants in Egypt, Turkey and Brazil, with three research & development centers in Italy, Brazil and Turkey. The number of its global employees is more than 7.000.
Aeolus currently holds 10% shares of PTG. The execution of this Share Entrustment Agreement, in addition to the purpose of solving the horizontal competition issue, is conductive to further exert synergies for both parties and enhance their abilities to continuously create value for their shareholders. In the future, Aeolus and PTG will actively leverage the advantages of both parties, comprehensively improve technological innovation and advanced manufacturing capabilities, and provide customers with more and better quality products.
Aeolus and PTG will jointly promote channel synergy in market segments to provide customers with more convenience and value Services.
Aeolus and PTG will jointly optimize process in procurement, supply chain and other areas, to establish closer cooperative relations with business partners such as suppliers.
Aeolus and PTG will jointly promote a people-oriented, respectful and inclusive corporate culture to help employees of both companies cooperate closely, and provide employees with a better career development platform.
The company's board of directors and all directors guarantee that there are no false records or misleading
statements in this announcement Or major omissions, and bear individual and joint responsibility for the authenticity,
accuracy and completeness of its content.
Aeolus Tyre Co., Ltd. (hereinafter referred to as the "Company") the 27th meeting of the 7th Board of Directors
The notice was sent on April 23, 2020, and the meeting was held on April 29, 2020 by correspondence voting.
7 directors should be present at this meeting, and 7 directors actually attended. The meeting was held in compliance with the
"Company Law" and
The Securities Law and other laws and regulations and the "Articles of Association" are legal and effective.
This meeting reviewed and passed the following proposals:
1. The "Proposal on Changes in Accounting Policies" was reviewed and approved;
Voting results: 7 votes in favor; 0 votes against; 0 abstentions.
2. The "First Quarterly Report 2020" was reviewed and approved;
Voting results: 7 votes in favor; 0 votes against; 0 abstentions.
Special announcement.
Aeolus Tyre Co., Ltd. Board of Directors
April 30, 2020
The company's board of supervisors and all supervisors guarantee that there are no false records, misleading statements or Major omissions, and bear individual and joint responsibility for the authenticity, accuracy and completeness of its content.
Aeolus Tyre Co., Ltd. (hereinafter referred to as the "Company") 15th meeting of the 7th Supervisory Committee
The notice was issued on April 23, 2020, and the meeting was held on April 29, 2020 by correspondence voting. this
5 supervisors should be present at the meeting, and 5 supervisors actually attended. The meeting was held in compliance with the "Company Law" and "Certificate The Securities Law and other laws and regulations and the "Articles of Association" are legal and effective.
This meeting reviewed and passed the following proposals:
1. The "Proposal on Changes in Accounting Policies" was reviewed and approved;
Voting results: 5 votes in favor; 0 votes against; 0 abstentions.
2. The "First Quarterly Report 2020" was reviewed and approved;
Voting results: 5 votes in favor; 0 votes against; 0 abstentions.
The company's board of directors and all directors guarantee that there are no false records, misleading statements or Major omissions, and bear individual and joint responsibility for the authenticity, accuracy and completeness of its content.
Fengshen Tyre Co., Ltd. (hereinafter referred to as the "Company") on March 19, 2020, 2020. The 26th meeting of the 7th Board of Directors and the 2019 Annual General Meeting of Shareholders were convened on April 9, The "Proposal on the company's 2019 profit distribution plan" was proposed, with a total share capital of 562,413,222 at the end of 2019 Stock deduction The remaining 4,280,226 shares of the repurchase account that do not participate in the distribution of profits, ie 558,132,996 shares are Base number, a cash dividend of RMB 0.50 (tax included) is distributed for every 10 shares, and a total of 27,906,649.80 cash dividends are distributed Yuan (including tax), no bonus shares will be sent this year, nor will capital reserves be converted into share capital. See the company for details "Announcement on the Distribution of Profits for 2019" (Lin 2020-008) disclosed by the company on March 20, 2020 No.), "Announcement of Resolutions of the 2019 Annual General Meeting of Shareholders" (Lin 2020-017) disclosed on April 10, 2020 number).
On April 15, 2020, the company disclosed "About the Progress and Completion of the Second Phase of Employee Stock Ownership Plan Announcement on Transfer of Stocks (Lin 2020-018), 779,450 held by the company to buy back special securities accounts The company's shares have been transferred from the non-trading account to the company's second employee stock ownership plan on April 14, 2020. because As a result, the remaining shares of the company's repurchase account were adjusted to 3,500,776 shares.
According to the relevant provisions of the "Implementation Rules for the Repurchase of Shares of Listed Companies on the Shanghai Stock Exchange", listed companies Shares of the company held by special account repurchase do not have the right to participate in profit distribution. According to the company 2019
The resolution of the Annual General Meeting of Shareholders is to keep the dividend per share unchanged, and adjust the total cash dividend accordingly, namely 558,912,446 shares are the base, and a cash dividend of 0.50 yuan (including tax) will be distributed for every 10 shares, for a total of cash Dividends of RMB 27,945,622.30 (including tax), no bonus shares will be sent this year, and no capital reserve will be converted into shares this.
distribution
If the period from the date disclosed in this announcement to the date when the equity distribution is implemented, the company may participate in the profit As the allocated share capital changes, the company intends to maintain the distribution ratio per share unchanged and adjust the total distribution accordingly. As follow-up Changes in share capital that can participate in profit distribution will be announced separately for specific adjustments.
The company's board of directors and all directors guarantee that there are no false records, misleading statements or Major omissions, and bear individual and joint responsibility for the authenticity, accuracy and completeness of its content.
Aeolus Tyre Co., Ltd. (hereinafter referred to as "the company") July 7, 2019, July 7, 2019. The twentieth meeting of the seventh session of the board of directors of the company and the second extraordinary general meeting of 2019 were held on March Examined and approved the "About Aeolus Tire Co., Ltd. Employee Stock
Ownership Plan (Draft)" and its summary Case”, “The Proposal on Asking the Shareholders’ General Meeting to Authorize the Board of Directors to Handle the Employee Stock Ownership Plan Related Issues” Resolution; convened the twenty-sixth meeting of the seventh board of directors on March 19, 2020 The Proposal for Implementing the Second Phase of Employee Stock Ownership Plan in the Company". For details, please refer to the company’s July 8, 2019 The relevant companies published on the website of the Shanghai Stock Exchange on July
24, 2019, and March 20, 2020 Report.
According to the "Guidance Opinions on the Pilot Implementation of Employee Stock Ownership Plan for Listed Companies" and "Shanghai The requirements of the “Guidelines for Information Disclosure of Employee Stock Ownership Plans of Listed Companies on the Shanghai Stock Exchange” The implementation progress of the employee stock ownership plan for the period is announced as follows: to the company
On April 14, 2020, the company received the "Transfer" issued by China Securities Depository and Clearing
Co., Ltd. "Registration Confirmation", the company repurchased 779,450 shares of the company's stock held in the
special securities account. From the non-trading transfer to the company's second employee stock ownership plan on
April 14, 2015, the company's employee stock ownership plan was transferred The price of repurchased shares is
5.0374 yuan/share. As of the date of this announcement, the company's second employee stock ownership plan
account Holds 779,450 shares of the company, accounting for 0.14% of the company's total share capital.
According to the relevant provisions of the "Employee Stock Ownership Plan of Fengshen Tire Co., Ltd."
The lock-up period of the target stocks obtained from the plan is 12 months, and the last share of the company’s
announcement will be transferred to the employee The shareholding plan is calculated from the date on which the
lock-up period is from April 15, 2020 to April 14, 2021.
Accordance with relevant laws
The company will continue to pay attention to the progress of the implementation of the company's second- phase employee stock ownership plan, and in The regulations stipulate that information disclosure obligations arefulfilled in a timely manner. Investors are advised to pay attention to investment risks.
Special announcement.
Aeolus Tyre Co., Ltd. Board of Directors
April 15, 2020
The company's board of directors and all directors guarantee that there are no false records, misleading statements or Major omissions, and bear individual and joint responsibility for the authenticity, accuracy and completeness of its content.
According to the requirements of the "Guidelines for Industry Information Disclosure of Listed Companies No. 18- Chemical Industry", Aeolus Tyre Co., Ltd. (hereinafter referred to as the "Company") will now report the main operating data for the fourth quarter of 2019 The announcement is as follows:
1. Realization of production, sales and revenue of main products
2. The price changes of main products and raw materials
1. The price changes of main products The company's main product sales prices in the fourth quarter decreased by 0.54% compared with the third quarter.
2. The price changes of main raw materials
Affected by the price fluctuations of major raw materials such as natural rubber, the company's fourth quarter natural rubber, synthetic rubber, carbon The comprehensive procurement cost of major raw materials such as black, steel cord, and cord fabrics decreased by 3.03% from the third quarter.
3. Other matters that need to be explained
There were no other events that had a significant impact on the company's production and operation this quarter.
The above operating data is derived from the company's 2019 annual report. Investors are kindly requested to