TMT(600458)
Search documents
时代新材: 关于董事退休离任暨变更董事的公告
Zheng Quan Zhi Xing· 2025-08-22 13:12
Group 1 - The resignation of Mr. Feng Jinchun from the board of directors and the audit and risk management committee is due to his retirement, and he will not hold any position in the company after his resignation [1][2] - Mr. Feng's resignation will lead to a temporary non-compliance with the requirement of having at least three members in the audit and risk management committee, but he will continue to fulfill his duties until a new director is appointed [2][3] - The company has proposed Mr. Li Jin as a candidate for a non-independent director to ensure the proper functioning of the board, pending approval at the shareholders' meeting [3][4] Group 2 - Mr. Li Jin has a strong background in engineering and management, having held various significant positions in related companies, and he does not hold any shares in the company [4]
时代新材: 关于调整募集资金投资项目拟投入募集资金金额的公告
Zheng Quan Zhi Xing· 2025-08-22 13:12
Core Viewpoint - The company has adjusted the amount of funds to be invested in its fundraising projects due to the actual net amount raised being lower than originally planned, ensuring the smooth implementation of these projects [1][2]. Fundraising Basic Situation - The company raised a total of 1,289,370,062.47 CNY from a specific stock issuance at a price of 12.18 CNY per share, with all funds received by June 26, 2025 [1]. - The total amount raised was verified by KPMG Huazhen and a tripartite/four-party supervision agreement was signed with the sponsor and the bank [1]. Adjustment of Fundraising Investment Amount - The adjustment was made because the actual net amount raised was lower than the planned investment amount in the fundraising project, with the company deciding to cover the shortfall with self-raised funds [2]. - The total investment amount before adjustment was 131,293,000 CNY, and the adjusted amount is 128,937,010 CNY [3]. Impact of Adjustment - The adjustment will not materially affect the normal use of the raised funds and does not change the intended use of the funds or harm shareholder interests, aligning with regulatory requirements [3][4]. - The decision is consistent with the company's future development strategy and benefits all shareholders [3]. Review Procedures - The adjustment was approved by the company's board and supervisory board, following necessary review procedures [4][5]. - The adjustment does not require submission to the shareholders' meeting for approval as it falls within the board's authority [4]. Special Opinions - The supervisory board supports the adjustment, stating it is a reasonable decision based on actual fundraising conditions and does not adversely affect the company's operations or shareholder interests [5]. - The sponsor has confirmed that the adjustment complies with relevant regulations and does not change the intended use of the funds [5].
时代新材: 关于向控股子公司提供财务资助展期的公告
Zheng Quan Zhi Xing· 2025-08-22 13:12
Core Viewpoint - The company, Zhuzhou Times New Material Technology Co., Ltd., has approved a one-year extension of financial assistance amounting to €20 million (approximately ¥163.84 million) to its subsidiary, CRRC New Material Technologies GmbH, with a floating interest rate of 6M Euribor + 0.7% [1][2][8]. Financial Assistance Extension Overview - The financial assistance extension was approved during the 7th meeting of the 10th Board of Directors, allowing the company to support its subsidiary's business development and operational needs without affecting its own operations [2][3]. - The original financial assistance agreement was established on August 26, 2022, with a one-year term and an interest rate of 1.5% [1][2]. Subsidiary Information - CRRC New Material Technologies GmbH is 68.08% owned by the company and has a registered capital of €8.1446 million [3][4]. - The subsidiary's business includes designing, developing, and manufacturing vibration-damping rubber-metal products and related components [3][4]. Financial Data of the Subsidiary - As of June 30, 2025, the subsidiary's total assets were €569.69 million, total liabilities were €387.60 million, and net assets were €182.08 million, with a debt-to-asset ratio of 68.04% [4]. - The subsidiary reported a revenue of €343.87 million and a net profit of €63.87 million for the most recent year [4]. Risk Control Measures - The company maintains effective risk control over its subsidiary's operations, finances, and fund management, ensuring that the financial assistance does not significantly impact its daily operations [3][8]. - The company plans to enhance its management of the subsidiary's daily operations and closely monitor its financial health [7][8]. Board and Sponsor Opinions - The Board of Directors believes that the financial assistance extension is necessary for the subsidiary's operational needs and will not adversely affect the company's operations or shareholder interests [8]. - The sponsor, Guojin Securities Co., Ltd., confirmed that the financial assistance complies with legal regulations and does not harm the interests of shareholders, particularly minority shareholders [8]. Cumulative Financial Assistance - After the extension, the total financial assistance provided by the company to its subsidiaries amounts to approximately ¥208.84 million, with no overdue amounts [8].
时代新材: 关于公司对中车财务公司的持续风险评估报告
Zheng Quan Zhi Xing· 2025-08-22 13:12
Core Viewpoint - The report evaluates the ongoing risk assessment of CR Financial Company, highlighting its financial stability, internal control mechanisms, and compliance with regulatory requirements [1][6][9]. Group 1: Basic Information of CR Financial Company - CR Financial Company is a non-bank financial institution established in November 2012, approved by the China Banking and Insurance Regulatory Commission [1]. - The company is primarily owned by China CR Group, holding 91.36% of the shares, with a total investment of 292.352 million RMB [1]. Group 2: Internal Control Overview - CR Financial Company has established a modern corporate governance structure with a clear division of responsibilities among the shareholders' meeting, board of directors, and supervisory board [2]. - The company has implemented a risk control mechanism with distinct responsibilities across various departments, ensuring mutual supervision and effective risk management [2][6]. Group 3: Risk Assessment and Management - The company has developed specific risk control systems and procedures tailored to different business characteristics, allowing for effective risk prediction, assessment, and control [2][3]. - Internal audits are conducted regularly to ensure compliance and effectiveness of internal controls, with recommendations for improvements based on audit findings [6]. Group 4: Financial Performance - As of June 30, 2025, CR Financial Company reported total assets of 4.570 billion RMB, with liabilities of 4.118 billion RMB and equity of 452.468 million RMB [7]. - The company generated an operating income of 42.302 million RMB and a net profit of 6.547 million RMB during the same period [7]. Group 5: Regulatory Compliance - All regulatory indicators as of June 30, 2025, were in compliance with the requirements set forth in the Enterprise Group Financial Company Management Measures [8]. - The company maintains a significant relationship with its parent company, with deposits and loans within the agreed limits of the financial service framework [9]. Group 6: Conclusion - The company concludes that CR Financial Company possesses valid financial licenses and has established a robust internal control system, effectively managing risks and adhering to regulatory standards [9].
时代新材: 2025年度“提质增效重回报”行动方案半年度评估报告
Zheng Quan Zhi Xing· 2025-08-22 13:12
株洲时代新材料科技股份有限公司 半年度评估报告 株洲时代新材料科技股份有限公司(以下简称"时代新材"、 "公 司")积极响应上海证券交易所《关于开展沪市公司"提质增效重回 报"专项行动的倡议》,制定了《2025 年度"提质增效重回报"行 动方案》(以下简称"行动方案"),切实履行"提高上市公司质量、 增强投资者回报、提升投资者获得感"的应尽之责。现对该行动方案 的半年度实施情况进行评估,具体如下: 一、聚焦战略性新兴产业,稳步提升经营质量 公司围绕中国中车加快构建轨道交通装备和清洁能源装备"双赛 道双集群"产业发展新格局,以"一核三极多点"为牵引,以"稳中 求进、品质发展"为发展思路,以"深化改革、创新引领、深耕细作、 全球经营、严控风险"为经营方针,是中国中车战略新兴产业发展的 使命担当者。 (一)提升销售回报率 公司产能布局不断优化,产能效率持续提升。完善风电叶片产业 布局,持续提升叶片制造规模效应,西北、蒙西二期工厂日产能平均 提升 3.5 支,推进海外越南工厂建设,新设铁岭生产基地,全年叶片 交付产值提升 38%,全员人均产值提升 20.66%,持续保持行业领先地 位。完成轨道交通产业创新中心智能制造 ...
时代新材: 关于2025年半年度募集资金存放与实际使用情况的专项报告
Zheng Quan Zhi Xing· 2025-08-22 13:12
Summary of Key Points Core Viewpoint - The report outlines the fundraising activities and the management of raised funds by Zhuzhou Times New Material Technology Co., Ltd. for the first half of 2025, indicating that all raised funds have been received and are being managed according to regulatory requirements [2][5]. Fundraising Basic Situation - The company raised a total of RMB 1,289,370,062.47 through a specific stock issuance at a price of RMB 12.18 per share, with all funds received by June 26, 2025 [2][3]. - As of June 30, 2025, the balance of the fundraising account was RMB 1,290,899,998.65, with no funds utilized yet [3][4]. Fund Management Situation - The company has established a fundraising management system in compliance with relevant regulations to ensure efficient use and management of the funds [3][4]. - A tripartite/four-party supervision agreement for the fundraising account was signed with various banks and the sponsor institution on July 9, 2025 [3][4]. Actual Use of Fundraising - No funds have been used for any projects or operational expenses as of the reporting date [5][6]. - There were no instances of using idle funds for temporary working capital or cash management during the reporting period [5][6]. Changes in Fundraising Projects - There were no changes to the fundraising projects or any external transfers or replacements of projects during the reporting period [6][7]. Issues in Fund Use and Disclosure - The company has adhered strictly to legal and regulatory requirements in managing and disclosing the use of raised funds, with no violations reported [6][8].
时代新材: 2025年半年度报告
Zheng Quan Zhi Xing· 2025-08-22 13:07
Core Viewpoint - The report highlights the financial performance and operational achievements of Zhuzhou Times New Material Technology Co., Ltd. for the first half of 2025, showcasing significant growth in revenue and net profit, alongside advancements in various business sectors, particularly in wind power and new materials [1][3]. Financial Performance - The company achieved operating revenue of RMB 925.61 million, a year-on-year increase of 6.87% [2][5]. - The total profit reached RMB 404.79 million, reflecting a 37.01% increase compared to the same period last year [2][5]. - The net profit attributable to shareholders was RMB 303.23 million, up 36.66% year-on-year [2][5]. - The net cash flow from operating activities was RMB 743.90 million, a significant recovery from a negative cash flow in the previous year [2][5]. Business Segments - The wind power segment generated sales revenue of RMB 3.91 billion, marking a 39.38% increase, maintaining a strong position in the domestic market [7][8]. - The new materials and other sectors achieved sales revenue of RMB 250 million, with a remarkable growth of 116.71% [5][6]. - The automotive parts segment reported sales revenue of RMB 3.39 billion, with ongoing profitability from the subsidiary in Germany [8][9]. Market Position and Strategy - The company is a leader in the global rail transportation suspension components market and ranks third in the automotive vibration reduction sector [3][4]. - It has established strong partnerships with major clients in various industries, including rail, wind power, and automotive, enhancing its market presence [12][13]. - The company is actively expanding its international footprint, with significant progress in overseas markets, including the establishment of a subsidiary in Vietnam [15][19]. Research and Development - The company emphasizes its robust R&D capabilities, focusing on high-performance polymer materials and innovative applications across multiple industries [11][12]. - It has developed advanced products in the fields of wind power and automotive, including high-end polyurethane materials and customized solutions for clients [6][10]. Operational Efficiency - The company has improved its operational efficiency, achieving a 30% increase in labor productivity and a 30% reduction in overall costs [10][11]. - The establishment of automated production lines is underway, aimed at enhancing production capacity and efficiency [6][8].
时代新材: 2025年半年度报告摘要
Zheng Quan Zhi Xing· 2025-08-22 13:07
Core Viewpoint - Zhuzhou Times New Material Technology Co., Ltd. reported a significant increase in total assets and net profit for the first half of 2025, indicating strong financial performance and growth potential [1]. Financial Performance - Total assets reached RMB 2,488,216.13 million, a 21.42% increase compared to the end of the previous year [1]. - Operating income increased by 6.87% year-on-year [1]. - Total profit amounted to RMB 40,478.90 million, reflecting a 37.01% increase from RMB 29,545.20 million in the same period last year [1]. - Net profit attributable to shareholders was RMB 23,331.21 million, up 16.11% from RMB 20,093.54 million year-on-year [1]. - The net cash flow from operating activities was not specified but is a critical indicator of operational efficiency [1]. Shareholder Information - The company plans to distribute a cash dividend of RMB 0.70 per 10 shares (including tax) to all shareholders [1]. - As of the report date, the total number of shareholders was 31,295 [1]. Shareholding Structure - Major shareholders include CRRC Zhuzhou Electric Locomotive Research Institute Co., Ltd. and CRRC Capital Holdings Co., Ltd., with significant ownership percentages [3]. - The first, third, and sixth largest shareholders are all controlled by China CRRC Corporation Limited, indicating a concentrated ownership structure [3].
时代新材: 2025年度中期利润分配方案公告
Zheng Quan Zhi Xing· 2025-08-22 13:07
Core Viewpoint - The company has announced a mid-year profit distribution plan, proposing a cash dividend of RMB 0.07 per share, which reflects a commitment to shareholder returns while considering the company's operational needs and future development [1][2]. Profit Distribution Plan - As of June 30, 2025, the company reported a net profit attributable to shareholders of RMB 303,226,119.51 and a total distributable profit of RMB 1,522,052,790.74 [1]. - The proposed cash dividend is RMB 0.70 per 10 shares (including tax), amounting to a total distribution of RMB 65,182,635.00, which represents 21.50% of the net profit for the first half of 2025 [1][2]. - The distribution will be based on the total share capital registered on the equity distribution record date, with adjustments made if the total share capital changes before this date [1][2]. Decision-Making Process - The board of directors was authorized by the 2024 annual general meeting to formulate and implement the mid-year profit distribution plan, which does not require further approval from the shareholders' meeting [2]. - The board unanimously approved the profit distribution plan during its seventh meeting on August 21, 2025, confirming compliance with the company's articles of association and shareholder return policies [2]. - The supervisory board expressed agreement with the plan, noting it balances reasonable returns to investors with the company's operational and long-term funding needs [2].
时代新材: 第十届董事会第七次会议决议公告
Zheng Quan Zhi Xing· 2025-08-22 13:07
Core Points - The company held its 7th meeting of the 10th Board of Directors on August 11, 2025, with all 9 directors present, and the meeting complied with relevant laws and regulations [1] - The company approved its 2025 semi-annual report and summary, which was reviewed by the Audit and Risk Management Committee [1] - A cash dividend of RMB 0.70 per 10 shares (including tax) was proposed, amounting to a total distribution of RMB 65,182,635.00 (including tax) based on a total share capital of 931,180,500 shares as of August 20, 2025 [1] - The company approved a continuous risk assessment report regarding CRRC Financial Company, with 6 votes in favor [2] - The company approved a proposal to extend financial assistance to its controlling subsidiary, with unanimous support [2] - A special report on the use of raised funds in the first half of 2025 was approved, with unanimous support [2] - The company approved an adjustment to the amount of raised funds allocated to investment projects, with unanimous support [3] - The company agreed to sell land and factory in Bonn, Germany, for no less than €895.93 million (excluding tax), with unanimous support [3] - A proposal to change the company’s board of directors was approved, with the nomination of Mr. Li Jin as a non-independent director candidate [3] - The company approved a semi-annual evaluation report on the "Quality Improvement and Efficiency Enhancement Return" action plan, with unanimous support [4] - The company approved the convening of the first temporary shareholders' meeting of 2025, with unanimous support [4]