Announcement of Aeolus Tyre Co., Ltd. on Establishment
of a Subsidiary for Outbound Investment and Connected
Transaction
Stock Code: 600469
Stock Abbreviation: Aeolus Co., Ltd.
Announcement No.: Lin 2026-027
The Board of Directors and all directors of Aeolus Tyre Co., Ltd.
(hereinafter referred to as the “Company”) warrant that this
announcement contains no false records, misleading statements or
material omissions, and shall be individually and jointly liable for
the truthfulness, accuracy and completeness of its content.
Important Information
• Investment Project Name: Aeolus Tyre Egypt Capacity Expansion
and Efficiency Improvement Project
• Investment Amount: RMB 2,680.55 million
(the final amount shall be subject to the actual investment)
• Relevant Risk Warnings:
a. This project is still subject to the approval or filing
procedures for outbound investment in China and the filing or
approval procedures of the relevant local authorities in Egypt,
and there exists a risk that it may not be approved by the
relevant competent authorities.
b. The construction plan, construction period, scale and other matters of this outbound
investment project may be adjusted according to changes in the external environment and
business needs. In addition, due to differences in the political, legal, economic, cultural
and other environments between overseas countries/regions and China, certain
operational and management risks may arise in the process of outbound investment.
Therefore, there is uncertainty as to whether the progress and effect of the investment
can meet expectations.
1. Overview of Establishment of a Subsidiary for Outbound
Investment and Connected Transaction
The Company intends to invest RMB 840 million to establish a wholly-owned subsidiary,
Aeolus Tyre (Hainan) Co., Ltd. (hereinafter referred to as “Aeolus Hainan”, the final name
shall be subject to the approval and registration of the relevant government authorities). After
the establishment of Aeolus Hainan, it will introduce investors through capital increase and
share expansion. As the potential investors participating in this transaction and their
investment amounts have not been finally determined, the shareholding ratio of Aeolus
Hainan may change, and the specific shareholding ratio shall be subject to and stipulated in
the final transaction agreement.
After introducing investors, Aeolus Hainan intends to jointly fund the establishment of a joint
venture company, Aeolus Tyre Egypt Co., Ltd. (hereinafter referred to as “Aeolus Egypt”, the
final name shall be subject to the approval and registration of the relevant government
authorities) with Prometeon Tyre Egypt Co., S.A.E. (hereinafter referred to as “Prometeon
Egypt”) and CNRC International Limited (hereinafter referred to as “CNRC International”).
Aeolus Egypt is mainly engaged in the production and sales of TBR tires, OTR tires and
AGRO tires
The proposed registered capital of Aeolus Egypt is RMB 1.516 billion (or equivalent US
dollars, the specific amount will be determined based on the real-time exchange rate). Aeolus
Hainan intends to invest RMB 1.5 billion or equivalent US dollars, holding 98.93% of the
shares; Prometeon Egypt intends to invest RMB 15.16 million or equivalent US dollars,
holding 1% of the shares; CNRC International intends to invest RMB 1 million or equivalent
US dollars, holding 0.07% of the shares. The actual investment amount of this project shall
be subject to the approval of the competent Chinese and Egyptian government authorities.
In accordance with the Shanghai Stock Exchange Rules Governing the Listing of Stocks and
other relevant provisions, Prometeon Egypt and CNRC International are connected parties of
the Company, and this transaction constitutes a connected transaction, but does not
constitute a material asset restructuring as defined in the Measures for the Administration of
Material Asset Restructurings of Listed Companies.
As of the date of this announcement, in the past 12 months, all the connected transactions
between the Company and connected parties in Sinochem Holdings Corporation Ltd. have
been duly approved following regulations for listed companies. This connected transaction
still needs to be submitted to the Company's shareholders' meeting for deliberation and
approval.
2. Basic Information of Connected Parties
2.1 Prometeon Egypt
• Enterprise Name: Prometeon Tyre Egypt Co., S.A.E.
• Business Registration Number: 1010
• Paid-in Capital: EGP 393 million
• Date of Establishment: January 28, 1990
• Company Type: Egyptian Joint Stock Company (S.A.E.)
• Registered Address: Km. 36 Alexandria Cairo desert road, 1 Nahda Rd., El Amreya, Alexandria, Egypt
2.2 CNRC International
• Enterprise Name: CNRC International Limited
• Business Registration Number: 64607195-000-04-25-6
• Registered Capital: HKD 10,000
• Date of Establishment: April 13, 2015
• Company Type: Private Limited Company
• Registered Address: 4611, 46/F, Office Tower Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong
As of the date of this announcement, except for the connected transactions disclosed herein,
there are no other relationships such as property rights, assets, credits and debts between
the Company and the above connected parties. The above connected parties are not
dishonest judgment debtors.
3. Basic Information of the Outbound Investment and Connected Transaction
As of the date of this announcement, Aeolus Hainan and Aeolus Egypt have not yet been
established, and the relevant registration information of Aeolus Hainan and Aeolus Egypt
shall be finally subject to the approval of the market entity registration authorities and the
competent government departments.
Details of establishment of Aeolus Hainan and Aeolus Egypt and Aeolus Tyre Egypt Capacity
Expansion and Efficiency Improvement Project to be invested are as follows:
• Project Name: Aeolus Tyre Egypt Capacity Expansion and Efficiency Improvement Project
• Project Type: New Overseas Investment
• Project Location: Alexandria, Egypt
• Scope of Construction: Fully utilize the existing land and certain public utilities of
Prometeon Egypt's factory, purchase the adjacent land of the factory, build new radial tire
production workshops (including processes of mixing, semi-finished products, building, curing
and finished product inspection), finished product warehouses, mileage test stations, physical
and chemical laboratories and supporting public utilities, renovate and expand the main
substation, and install new equipment for processes, laboratories and utilities.
• Construction Period: The expected construction period is 20 months (the final period shall
be subject to the actual situation in construction phase)
• Construction Scale: Annual production capacity of 1.5 million TBR tires, 30,000 OTR tires
and 30,000 AGRO tires
• Total Investment: RMB 2,680.55 million (the final amount shall be subject to the actual
investment)
4. Main Contents of the Transaction Agreement and
Performance Arrangement
As of the date of this announcement, the Company has not signed formal transaction
documents with investors, Prometeon Egypt or CNRC International. The Company will timely
fulfill its information disclosure obligations regarding the progress of Aeolus Hainan and
Aeolus Egypt. Investors are kindly advised to be aware of investment risks.
5. Deliberation Procedures and Relevant Opinions
5.1 Special Meeting of Independent Directors
The 2nd Special Meeting of Independent Directors in 2026 of the Company was convened on
May 14, 2026 to deliberate on this connected transaction. The independent directors
unanimously agreed that the above connected transaction follows the principles of openness,
fairness and impartiality, does not harm the legitimate rights and interests of the Company
and other non-connected shareholders, especially minority shareholders, and agreed to
submit this proposal to the Board of Directors for deliberation.
5.2 Board of Directors
The Company convened the 20th meeting of the 9th Board of Directors on May 14, 2026,
and approved the Proposal on Establishment of a Subsidiary for the Company's Outbound
Investment and Connected Transaction through deliberation. Connected directors Wang
Jianjun and Cui Jing abstained from voting, and all non-connected directors voted on and
approved this proposal.
5.3 Opinion of the Sponsor Institution
After verification, the sponsor holds that the relevant matters of the above establishment of a
subsidiary for outbound investment and connected transaction have been deliberated and
approved by the Company's Board of Directors, the independent directors have issued
explicit consent opinions, the connected directors have abstained from voting, the necessary
internal deliberation procedures have been fulfilled, and are still subject to the deliberation
and approval of the Company's shareholders' meeting, in compliance with relevant laws,
regulations and the Articles of Association. This connected transaction will not have a
material impact on the Company's operating results and financial conditions, and there is no
situation harming the interests of the Company or the shareholders as a whole. In summary,
the sponsor institution has no objection to the Company's proposal of establishment of a
subsidiary for outbound investment and connected transaction.
6. Necessity of the Transaction and Its Impact on the
Company
By establishing a production base in Egypt to achieve localized production, this project helps
the Company optimize its global production capacity layout by leveraging its advantages in
commercial vehicle tires, enhance the exploration of overseas high-end markets, boost
business collaboration with Prometeon Tyre Group S.r.l., and promote the Company to
implement its international development strategy. Moreover, this project is conducive to
enhancing the Company's profitability, global comprehensive competitiveness and brand
influence.
The Company's current financial condition is sound, and the funding source for this outbound
investment will be its own funds or self-raised funds. The Company will conduct stronger fund
management and rational fund planning, and normal operation of the main business will not
be affected, no material impact on the Company's operating results and financial conditions will occur, and there is no situation harming the interests of the Company and shareholders
as a whole.
7. Risk Warnings
Company
1. This project is still subject to the approval or filing procedures for outbound investment in
China and the filing or approval procedures of the relevant local authorities in Egypt, and there
exists a risk that it may not be approved by the relevant competent authorities.
2. The construction plan, construction period, scale and other matters of this outbound
investment project may be adjusted according to changes in the external environment and
business needs. In addition, due to differences in the political, legal, economic, cultural and
other environments between overseas countries/regions and China, certain operational and
management risks may arise in the process of outbound investment. Therefore, there is
uncertainty as to whether the progress and effect of the investment can meet expectations.
Investors are kindly advised to be aware of investment risks and make rational investment
decisions.
Hereby announced.
Board of Directors of Aeolus Tyre Co., Ltd.
May 15, 2026
https://global.aeolustyre.com
