Qingdao Double Star'S Plan For Non-Public Offering Of Shares

Qingdao Twin Star Limited by Share Ltd (000599) has made special plans for the non-public offering of stocks: 1. The related issues of the non-public offering have been examined and approved by the sixteenth session of the Fourth Board of directors of the company.

2, the non-public offering is subject to the approval of the shareholders' meeting and the approval of the China Securities Regulatory Commission.

Interpretation: in the non-public offering plan, unless the text is clear, the following abbreviation has the following meanings: the company, the company, the Qingdao binaries refer to the Qingdao double star Limited by Share Ltd group and the double star group, referring to the double star Refco Group Ltd. The China Securities Regulatory Commission refers to the China Securities Regulatory Commission's Shenzhen Stock Exchange, which refers to the Shenzhen stock exchange Yuan Yuan Yuan, and the outline of the non-public offering plan. (1) the background and purpose of the non-public offering of the listed company. The company intervened in the tire industry through merger and absorption in 2001, successfully realized the pformation from the traditional shoemaking industry to the tire manufacturing industry, and has now formed a business development pattern mainly based on tire manufacturing, sports shoes, casting manufacturing and general equipment manufacturing.

The company's non-public offering fund-raising will further strengthen this development strategy, which is conducive to the sustained growth of the company's main business and further enhance the company's sustainable development capability.

At present, the company has about 8 million sets of tire production capacity (including double star Dongfeng Tire Company), of which the total load capacity of radial steel tire is 2 million 900 thousand sets, the semi steel radial tire production capacity is 3 million sets, and tire income and profit account for about 80% of the company's operating income and profits.

The company's position in the global top 75 tire market has increased year by year, and has reached the top 30 in 2006. It is also one of the top five tire companies in China.

However, from the scale of the enterprise, the tire production scale of the company is still smaller than that of the current meridian tire production scale abroad.

The average production scale of the major regions of the world is as follows: Table 1: the average production scale of meridian tyre in the main areas is 250480563600104260 compared with that in the world average (excluding China), the United States, Japan, Korea, China and Qingdao double star units: ten thousand tire industry belongs to the technology and capital intensive industry, and has obvious scale effect.

In the light of the increasing demand for all steel radial truck tires in the domestic market, in order to achieve the high scale development, expand the production scale of large steel radial tires, increase the scale efficiency and enhance the overall strength and market competitiveness of the Twin Star tires, the company has decided to further expand the production line of all steel loaded radial tire with high technology content and high added value. The technical pformation is carried out on the basis of the scale of the original annual production of 2 million 600 thousand sets of all steel radial truck tires, and the production capacity of 3 million 900 thousand sets of all steel radial truck tires is formed after the completion of the expansion.

As of September 30, 2007, the assets and liabilities ratio of Qingdao's twin stars has reached 67.98%. Continuing to raise funds for development by way of bank loans will not only increase the financial risk of the company, but also increase the financial burden of the company.

In order to give full play to the advantages of the financing platform of listed companies, it is a good choice for Qingdao binaries to issue new stocks and raise funds needed by the stock market.

(two) the relationship between the issuing target and its relationship with the company. The target of the non-public offering is the securities investment fund management company, the trust investment company, the financial company, the insurance institution, the qualified overseas institutional investor and other institutional investors. The number of the objects issued is not more than ten, which is not related to the company.

(three) the price and pricing principle of the issue shares, the number of issues, the period of sale limit, the price of the issue shares and the pricing principle. The price benchmark date of this non-public offering is the day of the resolution of the shareholders' meeting. The issuing price of the non-public offering shares is no less than 90% of the average stock price of the company's twenty shares on the twenty trading days before the resolution of the shareholders' meeting.

The final issue price shall be submitted to the shareholders' meeting by the board of directors, and the board of directors shall be authorized to negotiate with the sponsor (the principal underwriter) in accordance with the principle of price priority in accordance with the principle of price preference.

The number of shares issued and the base price of a company's stock will be adjusted according to the relevant rules of the exchange.

2, the number of issued non-public offering shares is lower than the limit of 60 million shares and the upper limit is 75 million shares. Within this scope, the board of directors is invited to the shareholders' meeting to authorize the board of directors to determine the final quantity according to the actual situation with the sponsor (principal underwriter).

3, the period of restricted sale of the non-public offering shares shall not be pferred within twelve months after the issue is completed.

(four) the total amount of funds raised and the total amount invested in the total amount raised is not more than 400 million yuan (inclusive), of which 296 million 290 thousand yuan is used for 1 million 300 thousand sets of high performance all steel loaded radial tire technical pformation projects. All the surplus funds are used to repay the bank loans of the previous 600 thousand sets of high performance all steel load radial tire technology pformation projects.

The total investment of the 600 thousand sets of technical renovation projects is 173 million yuan, of which 100 million yuan is bank loans.

(five) whether the issue is related to the issue of the issue. The object of the non-public offering is not related to the company and does not constitute related pactions.

The total share capital of Qingdao double star (10000 shares) 45502.85 pairs Star Group Holdings (10000 shares) 10658.16 10658.16 Star Group shareholding ratio (%) 23.42 other shareholders largest shareholding ratio (%) 2.58================ continued to table = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = (six) whether the issue has led to changes in the company's control rights under different issuing quantities, the shareholding ratio of the largest shareholder of the two star group is shown in Table 2: Table 2 Comparison of the shareholding ratio of the double star group before and after the issue.

(seven) the plan has been approved by the competent authorities and the procedures that need to be submitted for approval have been approved by the sixteenth session of the Fourth Board of directors of the company. Approval of the shareholders' meeting and approval of the China Securities Regulatory Commission must be approved.

Two, the board of directors on the feasibility analysis of the use of raised funds, the company plans to raise funds of not more than 400 million yuan, of which 296 million 290 thousand yuan invested in 1 million 300 thousand sets of high-performance steel loaded radial tire technical pformation projects, the balance of funds to repay the previous 600 thousand sets of high-performance steel loaded radial tire technical pformation project bank loans.

The total investment of the 600 thousand sets of technical renovation projects is 173 million yuan, of which 100 million yuan is bank loans.

（一）130萬套全鋼載重子午胎技術(shù)改造項(xiàng)目1、資金使用計(jì)劃表3 130萬套全鋼子午胎技術(shù)改造項(xiàng)目資金使用計(jì)劃 單位：萬元建設(shè)期 經(jīng)營期第一年 第二年 第三年 資金總額項(xiàng)目 人民幣 外匯 人民幣 小計(jì) 人民幣 外匯 人民幣(萬元) (萬歐元) (萬元) (萬元) (萬元) (萬歐元) (萬元)1.總資金 13,505 525 9,003 14,575 1,549 525 24,0571.1建設(shè)投資 13,505 525 9,003 14,575 525 22,5081.2鋪底流動資金 1,549 1,5492.資金籌措 13,505 525 9,003 14,575 1,549 24,0572.1自有資金 13,505 525 9,003 14,575 1,549 24,0572.2長期借款================續(xù)上表=========================項(xiàng)目 小計(jì)(萬元)1.總資金 29,6291.1建設(shè)投資 28,0801.2鋪底流動資金 1,5492.資金籌措 29,6292.1自有資金 29,6292.2長期借款2、投資項(xiàng)目基本情況（1）本項(xiàng)目擬建于青島膠南開發(fā)區(qū)青島雙星輪胎工業(yè)園內(nèi)。

The project has been completed and the state land use certificate and the construction planning permit have been completed.

(2) construction scale and construction goal: this project needs to build a new production workshop 7560m2, pform the workshop 4512m2, purchase 162 sets of advanced equipment at home and abroad, including 3 sets of imported equipment, 159 sets of domestic equipment.

The project has built up 1 million 300 thousand new production capacities of all steel loaded radial tire for the new year.

(3) project construction investment and financing: the total investment of the project is 296 million 290 thousand yuan, including 6 million 720 thousand yuan for civil engineering costs, 259 million 80 thousand yuan for equipment purchase and installation, 6 million 820 thousand yuan for other costs, 8 million 180 thousand yuan for preparation costs and 15 million 490 thousand yuan for floating capital.

The source of funds is raised by enterprises themselves.

(4) project construction period: 17 months 3 and project development prospect. At present, Qingdao Double Star Tire Industry Co., Ltd. has the capacity of producing 2 million 600 thousand tons of heavy truck radial tire every year, of which 30% are exported.

After the completion of the project, the annual output of all steel loaded radial tires is 1 million 300 thousand sets, and the annual output of all steel loaded radial tires is 3 million 900 thousand sets, of which 30% are exported.

The project is facing two international and domestic markets. Therefore, market analysis is conducted from two aspects: international tire market demand and domestic tire market demand.

1) international tire demand analysis, according to a survey conducted by LMC International, UK, the average growth rate of the world tire market in 3.1% years is 3.1%, and the 2007~2010 year forecast is 3.6%.

This indicates that the world tire demand will increase further in the next few years.

At present, the annual demand of tires in the world's major industrial countries is shown in Table 4: the total demand for world tires in table 42006: the total demand for maintenance tire of ten thousand countries, the United States 108002908739887 Japan, 6555891015465 Germany, 383648618697 France, 212830245152 96936294597, Canada, 170728454553, Italy 169023003990, Australia, 219117513942006 years, and the total demand of the world tires is 1 billion 307 million, which is expected to reach 2010, and will increase by the year of extinction.

According to the analysis of the world tire market demand in 2010, the tire market in Europe is still the largest, reaching 483 million, accounting for 31.98% of the world total, up 10% from 2006, 448 million in North America, 29.67% in the world total, 8% higher than in 2006, 141 million in Japan, 9.31% in the world total, 5% increase over 2006.

The growth rate of tire demand in these developed countries is 5% to 10%, but the demand of these countries in the world market is decreasing year by year.

Correspondingly, China's development will be the fastest. It is estimated that China's tire market demand will reach 202 million in 2010, accounting for 13.38% of the world's total.

In addition to China and Japan, there are 150 million other Asian countries, accounting for 9.95% of the world's total, up 27% from 2006; 52 million from South America, accounting for 3.41% of the world's total, 12% more than in 2006; 34 million for Africa, 2.27% for the world, 12% increase over 2006.

Thus, the growth rate of tire market in developing countries and regions in 2010 is faster than that in developed countries.

The project will expand the volume of exports to the international market.

2) domestic tire demand analysis tire as an important part of automobile and consumables that need frequent replacement, its market prospect is closely related to the development of automobile industry.

According to relevant statistics, during the "fifteen" period, China's auto demand increased by 1.42 times than that of "95", which was 2.54 times higher than that of "85", which was equivalent to the total volume of automobile production before "fifteen", with an average annual growth of 22.51%.

The demand for automobiles increased rapidly from 2001 to 2005, from 2 million in 2001 to 5 million 700 thousand in 2005, with an average annual growth rate of over 30%. In 2005, there were about 35 million vehicles in the country.

After the explosive development of the "fifteen" period, the Chinese automobile industry will still maintain a relatively high development speed during the "11th Five-Year" period.

According to the 2006-2010 annual growth rate of motor vehicle demand and the annual growth rate of vehicle ownership of 30% and 15%, it is predicted that by 2010, the demand for motor vehicles will increase from 5 million 700 thousand vehicles in 2005 to 21 million vehicles, and the number of vehicles will increase from 35 million vehicles in 2005 to 70 million.

"11th Five-Year" is the key period for the development of China's automobile industry. According to the requirements of the automobile industry's industrial policy, China's auto industry should be built as the pillar industry of the national economy during the "11th Five-Year" period, and become an important force to stimulate the growth of the national economy. It is necessary to basically form a complete automobile manufacturing system with the comprehensive strength of independent development and sustainable healthy development, and become the world's major automobile manufacturing country.

It is foreseeable that the demand for matching the radial tire will also increase.

At the same time, the average annual growth rate of motor vehicle ownership in China is more than 10%.

China's cars, mini cars and some trucks basically use radial tyres.

Comparatively speaking, although some domestic radial tyres are not fully standardized, there are many deficiencies in the matching of tire and vehicle, the reliability and comfort of high-speed running, and the uniformity of tire dynamic balance.