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
