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Figures converted from renminbi and Hong Kong dollars at historical FX rates — see data/company.json.fx_rates. Ratios, margins, and multiples are unitless and unchanged.

Control and incentives, as they stand

Prinx Chengshan is a single-class Cayman holding company whose votes sit almost entirely with one family. At 31 December 2025 the Che family's disclosed long position was 449,301,000 shares, or 70.35% of the 638,645,000 in issue, held through Chengshan Group and its Hong Kong trading subsidiary [1]. The chairman is the founder; the chief executive is his son [2]. Two of the remaining three non-executive seats are filled by executives of corporate shareholders — Sinotruk at 8.59% and the Red Avenue group at 5.12% [3].

The incentive architecture is in the middle of a reset. Every share option the company ever granted is gone: the 2019 and 2020 tranches expired in July 2025 and all 17,556,500 options remaining from the 2021–2023 grants were forfeited for missed performance targets, leaving zero options outstanding and a $5.46 million reversal of previously booked expense [4][5]. In their place sits a 2024 share award scheme that hands selected employees shares at a nil purchase price, funded by market purchases rather than issuance [6].

Sources: FY2025 Annual Report — the substantial shareholders' table, where Sinotruk (Hong Kong) Capital Holding Limited is beneficial owner of 54,873,500 shares in a long position of 8.59% [7], and the directors' interests table, where Che Baozhen is deemed interested in 449,301,000 shares in a long position of 70.35% [8]; look-through economics derived from the disclosed chain in which Che Baozhen directly owned 50% of Shanghai Chengzhan, which owned 95% of Beijing Zhongmingxin, which controlled 39.79% of Chengshan Group [9].

The control chain

The 70.35% is not held directly by any individual. Chengshan Group Co., Ltd. is the beneficial owner of 436,600,000 shares — 68.36% — and is deemed interested in a further 12,701,000 shares, 1.99%, held by its wholly owned Chengshan Trade (Hong Kong) Limited [10]. Above Chengshan Group, the disclosed chain runs: Che Baozhen and his mother Li Xiuxiang each own 50% of Shanghai Chengzhan Information Technology Centre, which owns 95% of Beijing Zhongmingxin Investment Co., Ltd., which controls 39.79% of Chengshan Group [11]. Chairman Che Hongzhi appears in the register only through his spouse Li Xiuxiang; Bi Wenjing appears through her spouse Che Baozhen [12][13].

Multiplying that chain out, Che Baozhen's look-through economic interest in Prinx Chengshan is roughly 13.3%, and Li Xiuxiang's is the same — about 26.6% of the economics between them, against 70.35% of the votes those shares carry. The annual report does not disclose who holds the other 60.21% of Chengshan Group. At listing in 2018 the prospectus stated that the Che family and its controlled entities were collectively deemed interested in 76.76% of Chengshan Group's equity [14]; no equivalent breakdown appears in the FY2025 report.

Source: FY2025 Annual Report — the substantial shareholders' table, where Chengshan Group is beneficial owner of 436,600,000 shares in a long position of 68.36% [15], and the directors' and chief executive's interests table, where Jiang Xizhou is beneficial owner of 4,450,000 shares in a long position of 0.70% [16]. Percentages are calculated on 638,645,000 shares in issue at 31 December 2025; the deemed-interest rows describe the same block of shares, not additive stakes.

The stake has crept up, not down

Chengshan Group's own registered holding is 436,600,000 shares, the same number it held at the October 2018 listing, when that was 68.76% of the enlarged capital [17]. It did not sit still in between: the direct line ran at 441,859,500 from FY2021 to FY2023, then came back to 436,600,000 in FY2024 as the balance was re-registered in the Hong Kong trading subsidiary [18]. Everything the family has added since sits there. The family's disclosed long position held flat at 69.43% through FY2021 to FY2023 [19][20][21], rose to 69.56% in FY2024 [22], and reached 70.35% in FY2025 [23]. Over the same window Sinotruk went the other way, from 9.69% to 8.59%.

Sources: Substantial Shareholders' Interests — Sinotruk (Hong Kong) Capital Holding Limited as beneficial owner of 61,672,000 shares in a long position of 9.69% in FY2021 [24], 61,400,000 and 9.65% in FY2022 [25] and again in FY2023 [26], 54,914,500 and 8.62% in FY2024 [27] and 54,873,500 and 8.59% in FY2025 [28]; the controller line is drawn from the Chengshan Group and Beijing Zhongmingxin rows of the same tables, cited above.

What a minority holder can and cannot reach

There is one class of shares and one vote each, so 70.35% of the register is 70.35% of every ordinary and special resolution. The company confirms at least the 25% minimum public float [29], but of the 29.65% outside the controller, 8.59% is Sinotruk and 5.12% is the Red Avenue group [30] — both counterparties in the related-party ledger below. That leaves about 15.9% genuinely dispersed. Shareholders holding at least one-tenth of the paid-up voting capital may requisition an extraordinary general meeting, and the board must convene it within two months or the requisitionists may do so themselves [31]. No pre-emptive rights attach to new shares under the articles or Cayman law [32].

Two structural commitments run alongside the stake. A deed of non-competition signed on 10 September 2018 binds Chengshan Group, Che Hongzhi, Li Xiuxiang, Che Baozhen, Bi Wenjing and a list of family investment vehicles not to compete with the tyre business in the PRC; the independent non-executive directors reviewed compliance for 2025 and were satisfied [33]. Separately, the March 2024 Bank of China (Thai) and HSBC Bangkok facilities for the Thai subsidiary carried specific-performance covenants requiring the controlling shareholders to stay the largest shareholder and to maintain management control, with breach triggering a right to demand repayment; both agreements had expired by the date of the FY2025 report [34]. No pledge or encumbrance over controller shares is disclosed in the FY2025 report.

Board and committees

Nine directors: three executive, three non-executive, three independent — exactly the one-third independent minimum under Listing Rule 3.10A, which the company confirms it meets [35]. One director is female, which the company describes as achieving gender diversity [36]. Executive directors hold three-year service contracts; independent directors hold letters of appointment of one to three years; all are subject to retirement by rotation [37].

The disclosed independence and the observed affiliations are different facts and are worth separating. The company has received and accepted Rule 3.13 independence confirmations from all three independent directors [38]. Separately, the biographies show that each of the three non-executive seats maps to a disclosed shareholder: Che Hongzhi has chaired Chengshan Group since December 2003 [39]; Shao Quanfeng has spent his career inside the Sinotruk group and since June 2025 has been financial controller of China Heavy Truck Group International; Wang Ning has worked in the board office of Red Avenue New Materials Group since February 2022 and was appointed its securities affairs representative in April 2022 [40]. The annual report discloses no shareholders' agreement or contractual nomination right behind those appointments.

Sources: FY2025 Annual Report, Directors and Senior Management — biographies, with the date each was appointed a Director: Che Baozhen and Shi Futao [41], Jiang Xizhou and Che Hongzhi [42], Shao Quanfeng and Wang Ning [43], Jin Qingjun [44], Wang Chuansheng [45] and Chan Chi Fung, Leo [46]; committee membership from the Corporate Governance Report — the Audit Committee [47] and the Nomination and Remuneration Committee [48].

The committee structure is three-part: Audit, Nomination and Remuneration, and Development Strategy and Risk Management. Through 2025 the Audit Committee was all-independent under Choi Tze Kit Sammy; the Nomination and Remuneration Committee had two independents and one non-executive, Wang Ning, under Jin Qingjun [49][50]. With effect from 30 March 2026 the Audit Committee is renamed the Audit and Risk Management Committee and the Development Strategy and Risk Management Committee becomes the Development Strategy and ESG Committee [51]. Five board meetings, three audit meetings, four nomination and remuneration meetings, four development strategy meetings and one AGM were held in 2025, and no director missed a meeting the attendance table records against them [52].

Source: FY2025 Annual Report, Corporate Governance Report — the table setting out the attendance record of each Director at the Board meetings, Board Committee meetings and general meetings held during the year [53].

Operators, and the turnover behind them

Che Baozhen joined the group in December 2005, became a director in May 2015, ran the main Shandong operating subsidiary from April 2017 to January 2021 and is a director of nearly every subsidiary [54]. The finance function changed hands in 2023: Shi Futao, who joined in 2004 as financial director, ceased to serve as chief financial officer in June 2023 while staying an executive director, and Huang Xiaolei — senior financial controller from October 2022, previously at Baosteel, Luolai and Marcolin — took the CFO title in June 2023 [55][56].

The clearest succession build is Jiang Xizhou. He arrived in August 2019 as assistant to the general manager after roughly 24 years at Giti Tire entities, became deputy general manager in January 2020, executive vice president in November 2022, an executive director in March 2024 and executive president on 30 December 2024 [57]. He is also the highest-paid director.

Source: FY2025 Annual Report, Directors and Senior Management — Che Baozhen joined the Group in December 2005 [58]; Jiang Xizhou joined the Company in August 2019 as an assistant to the general manager [59]; Huang Xiaolei has been senior financial controller of the financial centre since October 2022 and chief financial officer since June 2023 [60]; and Xu Jiangang became general manager of Prinx Thailand in December 2025 [61].

Four of the nine board seats have changed hands since September 2023, and the chief executive role changes hands in August 2026. The stated reasons are, in every case, personal or administrative rather than performance- or dispute-related.

Sources: FY2023 Annual Report — the term of office of Zhang Xuehuo expired on September 9, 2023 [62]; FY2024 Annual Report — Cao Xueyu resigned as an executive Director on March 28, 2024 [63]; FY2025 Annual Report — Choi Tze Kit Sammy resigned as chairman of the Audit Committee with effect from March 1, 2026 [64]; the August 2026 row rests on trade and newswire reporting of an exchange filing — “Che resigning as Prinx Chengshan CEO”, 21 July 2026 — not on a filing in this corpus [65].

Two of those changes shifted the character of the non-executive bench. Wang Lei, who left in March 2024, was a Chengshan Group career administrator — head of its general office from 2009 and deputy general manager of its administrative centre from 2014 [66]. His replacement, Wang Ning, comes from the Red Avenue group, whose Sino Legend chain first appears in the substantial-shareholder register in the FY2024 report at 5.13% [67][68]. The controlling family gave up one of its two non-executive seats in the same month a new 5% holder appeared; the filings state no causal link between the two.

On 21 July 2026 trade press and newswires reported an exchange filing under which Che Baozhen steps down as chief executive with effect from 1 August 2026, remaining an executive director focused on global strategy, with Jiang Xizhou taking a newly created President role [69]. The underlying announcement is not in this corpus, and the FY2025 report — signed 30 March 2026 — records no subsequent event [70].

What the pay pays for

Total directors' emoluments were $2.07 million in FY2025, down from $2.25 million in FY2024 — RMB14,477 thousand against RMB16,444 thousand as the note prints them [71]. The trajectory since FY2021 is a step up in FY2023–FY2024 and a partial give-back in FY2025, driven mostly by share-based amounts.

Sources: directors' emoluments notes, in RMB'000 — the FY2021 table, where Che Baozhen's total is 3,688 and Che Hongzhi's 244 [72]; the FY2022 table, where Che Baozhen's total is 2,846 [73]; the FY2023 note totalling 12,298 [74]; the FY2024 note totalling 16,444 [75]; and the FY2025 note totalling 14,477 [76].

Three features of the FY2025 table stand out on the record. The chairman and both other non-executive directors — Che Hongzhi, Shao Quanfeng and Wang Ning — were paid nothing [77]. Che Hongzhi had already waived $29,000 of his FY2024 fee [78]. The chief executive is the lowest-paid of the three executive directors, at $0.52 million against $0.62 million for Shi Futao and $0.85 million for Jiang Xizhou. And the three independent directors are paid fees of $23,000 to $31,000 — under 6% of an executive director's package [79].

Source: FY2025 Annual Report, Note 38 Benefits and Interests of Directors — the FY2025 table, where Choi Tze Kit, Sammy is paid fees of 217 and Jin Qingjun and Wang Chuansheng 163 each, in RMB'000 [80].

The bonus line is disclosed as "discretionary" and no metric, weight, threshold or hurdle is published for it. What the annual report does say is procedural: the Nomination and Remuneration Committee reviews management remuneration against comparable companies, time commitment and individual and company performance, assesses executive directors' performance, and no director may decide their own remuneration [81][82]. No clawback provision is disclosed anywhere in the report. Beneath the board, seven senior managers were paid in bands running from $0.13–0.26 million to $0.77–0.90 million [83], and key management compensation across directors and senior management totalled $2.96 million in cash and $0.23 million share-based [84].

Set against that, the proposed FY2025 final dividend is $0.064 per share, $41.0 million in total [85][86]. The controller's 449,301,000 shares attract about $28.6 million of it — roughly fourteen times the entire board's emoluments. The controlling family's return on this company runs through the dividend, not the payroll.

The option scheme that paid nothing

At the start of FY2025 there were 22,658,345 options outstanding at a weighted average exercise price of $1.064, of which 5,101,845 were vested and exercisable [87]. By 31 December 2025 there were none. Employees exercised 1,238,000 at $0.928; 3,863,845 lapsed on the July 2025 expiry of the 2019 scheme grants; and 17,556,500 were forfeited because the performance targets attached to the 2021, 2022 and 2023 grants were not met [88][89]. The accounting consequence was a $5.46 million reversal of employee benefit expense through profit or loss, against $0.31 million of award-scheme expense recognised [90].

Two things were true of those forfeited options at once, and they are separable. The vesting conditions were performance conditions and the company states they were not met [91]. And the strike was $1.104, set at the 2021 grant and then carried forward unchanged as the floor for the 2022 and 2023 grants even though the shares closed at $0.817 and $0.836 on those two grant dates — so the later grants were struck roughly a third above the market on the day they were made [92][93].

Sources: FY2025 Annual Report, Report of the Directors — 14,400,000 share options conditionally granted in 2019 [94], 835,500 in 2020 [95], 35,050,000 in 2021 [96] and 3,080,000 in 2022 and 960,000 in 2023 [97]; vesting terms and outcomes from the share scheme notes, where the unvested share options lapsed because the vesting conditions had not been met [98], and from Note 26 Share-based Payments, which records the options lapsed during the year [99] and those forfeited in accordance with the terms of the 2021 Share Option Scheme [100].

For reference on where the strike now sits: on the daily market record the shares closed at $1.000 on 30 December 2025 and at $0.869 on 3 August 2026, against the $1.104 exercise price set on the 2021 grant date [101]. The 2021 Share Option Scheme itself remains alive with 10,910,000 shares — 1.71% of issued capital — still available for grant, and about three years and two months of life left [102].

What replaced it

The 2024 Share Award Scheme, adopted 31 May 2024, grants shares outright at a nil purchase price. It is capped at 4,200,000 shares, about 0.66% of issued capital, with no single employee taking more than 0.28%. Nothing vests inside three years of the first grant; the intended schedule is 30% at 36 months, 30% at 48 months and 40% at 60 months, and the board may attach service or performance conditions at its discretion [103]. Non-executive and independent non-executive directors are excluded [104].

Because the shares are bought on-market by a trustee rather than issued, the scheme dilutes nobody but consumes cash: the board approved up to $4.5 million for the trustee in June 2025, and 4,000,000 shares had been purchased by 31 December 2025 against 2,620,000 awarded and 100,000 cancelled [105]. The December 2025 grant of 1,260,000 shares was priced at a grant-date fair value of $1.255 million, with the shares closing at $1.005 the day before [106]. That second grant also shortened the ladder to 24, 36 and 48 months [107].

Sources: FY2025 Annual Report — the participant table setting out options and awards granted, exercised, cancelled and lapsed during the year [108]; the scheme notes, where the purchase price of the granted share awards is HK$0 [109]; and Note 26 Share-based Payments, where the board of directors resolved to grant 1,260,000 awarded shares [110], and where the total fair value of the shares granted in FY2024 was HKD10,036,800 [111].

Neither the chief executive nor the chairman holds any award or option. Che Baozhen's only remaining personal exposure was 390,533 options from the 2019 grant, which lapsed in FY2025; he now appears in the register solely through the controlled-corporation chain [112][113].

Insider and controller activity

Sources: 2018 prospectus, where Chengshan Group holds 436,600,000 shares, or 68.76%, after the global offering [114]; Substantial Shareholders' Interests showing Chengshan Group at 441,859,500 shares and 69.43% in FY2021 [115], Li Xiuxiang at 443,359,500 and 69.56% in FY2024 [116] and Shanghai Chengzhan at 449,301,000 and 70.35% in FY2025 [117]; the Note 26 summary recording 1,238,000 options exercised during the year [118], the Trustee's holding of 4,000,000 Shares purchased under the 2024 Share Award Scheme [119] and the HK$8.04 weighted average closing price of the shares before the options were exercised [120]; the buyback line from Purchase, Sale or Redemption of Listed Securities, where nothing was sold or redeemed [121].

No director bought or sold shares on the open market in FY2025. All directors confirmed compliance with the Model Code, and no relevant-employee breach was noted [122].

Related parties

The related-party book is bigger than the connected-transaction disclosures suggest, because the largest lines are exempt from the Listing Rules' announcement regime. Sales to Sinotruk — the group whose Hong Kong arm holds 8.59% of the shares — reached $105.5 million in FY2025, up 85.9% from $54.4 million, or roughly 6.3% of group revenue [123]. Trade receivables from Sinotruk rose faster still, from $22.4 million to $73.0 million, all of it aged under six months [124].

The company's own framing is that, apart from the two continuing connected transactions and the trustee payment, these are related-party transactions that do not constitute connected transactions under Chapter 14A, with the purchase of water and electricity from Chengshan Group fully exempt from disclosure [125].

Two more lines are new in FY2025. Chengshan Group advanced $32.9 million to the group as a three-year loan at a fixed 3%, with $0.38 million of interest charged in the year [126] — money flowing from the controller to a company that ended FY2025 in a net cash position. And payments to the share award trustee became a connected transaction in their own right, because connected persons' aggregate interest under the scheme exceeds 30%, making the trustee an associate under Rule 14A.12(1)(b) [127].

Sources: FY2025 Annual Report, Note 36 Related Party Transactions, in RMB'000 — the related-party relationships, including the associated company established on 26 October 2023 with a 40% equity interest [128]; the purchase of utilities from Chengshan Group of 216,079 against 204,926 [129]; and rental and estate management expenses paid to Rongcheng Chengshan Properties of 6,415 [130]; and Report of the Directors — Related Party and Connected Transactions [131], including the energy management cap of 11,000 against 10,738 transacted [132].

Both continuing connected transactions ran inside their caps and both are on three-year agreements dated 19 December 2023 expiring 31 December 2026 [133]. The independent non-executive directors reviewed them and confirmed they were on normal or better commercial terms, and the auditor issued an unqualified Practice Note 740 letter [134]. Neither review covers the $30.9 million utilities purchase or the $105.5 million of Sinotruk sales, which fall outside Chapter 14A [135].

Officer and director docket, and the oversight record

The company reports no material legal proceeding or arbitration for FY2025, and none pending or threatened to the directors' knowledge [136]. No regulatory proceeding, investigation, sanction or settlement touching a current officer or director appears anywhere in the FY2021–FY2025 reports. Directors' and officers' liability insurance is in place and reviewed annually [137][138]. The company also confirms it met its listing undertaking on business with sanctioned countries, and that no such business took place in 2025 [139].

Sources: FY2025 Annual Report, Report of the Directors — no material legal proceeding or arbitration for the year [140] and the Auditor section, where no change in the auditor is recorded in any of the preceding three years [141]; Corporate Governance Report — Risk Management and Internal Control [142], Auditor's Remuneration, where non-audit services are 386,043 [143], Chairman and Chief Executive Officer [144] and Changes in Constitutional Documents, where the seventh amended and restated Memorandum and Articles of Association was adopted on May 31, 2024 [145].

What the record does not settle

Three things a reader of the filings alone cannot resolve. First, the ownership of the 60.21% of Chengshan Group that sits outside the Beijing Zhongmingxin chain is not disclosed in any annual report in this corpus, so the economic split behind the 70.35% voting block cannot be pinned down beyond the Che Baozhen and Li Xiuxiang halves. Second, the discretionary bonus that accounted for $0.74 million of FY2025 director pay carries no published metric, weight or threshold, so its relationship to the year's 17.1% fall in net profit, to $155.4 million [146], cannot be tested from the disclosure. Third, the 17.6 million options forfeited in FY2025 are described only as having failed unspecified "performance targets in the offer letter" — the targets themselves were never published, so what management was asked to hit between 2021 and 2025, and by how much they missed, is not on the record.

The related-party direction of travel is a separate open item: Sinotruk is simultaneously an 8.59% shareholder, the source of a board seat, the largest related-party customer at $105.5 million, and the counterparty behind a $73.0 million receivable that grew faster than the sales that generated it. The business context for that concentration belongs to Business; the multi-year record of what the controller has done with the company's capital belongs to History.