国金证券股份有限公司 关于株洲时代新材料科技股份有限公司 调整募集资金投资项目拟投入募集资金金额的核查意见 国金证券股份有限公司（以下简称"国金证券"或"保荐人"）作为株洲时代新材 料科技股份有限公司（以下简称"时代新材"或"公司"）2023 年度向特定对象发行股 票及持续督导的保荐人，根据《证券发行上市保荐业务管理办法》《上市公司募集资金 监管规则》《上海证券交易所股票上市规则》《上海证券交易所上市公司自律监管指引 第 1 号——规范运作》等有关法律、法规和规范性文件的要求，对公司调整募集资金投 资项目拟投入募集资金金额的事项进行了核查，具体情况如下： 四、本次募集资金投资项目投入金额调整的审议程序 一、募集资金基本情况 经中国证券监督管理委员会《关于同意株洲时代新材料科技股份有限公司向特定对 象发行股票注册的批复》（证监许可〔2025〕996 号）批复，公司于 2025 年 6 月以人民 币 12.18 元/股的发行价格向特定对象发行 A 股股票共计 106,732,348 股，共计募集资金 总额为 1,299,999,998.64 元，扣除相关发行费用（不含增值税）10,629,936.17 元，实际 ...

Core Viewpoint - The company held its 10th Supervisory Board's 4th meeting, where several key resolutions were passed regarding the 2025 semi-annual report, profit distribution, risk assessment, and fundraising usage [1][2][3][4] Group 1: 2025 Semi-Annual Report - The Supervisory Board approved the 2025 semi-annual report, confirming that it accurately reflects the company's operational and financial status [1][2] Group 2: Profit Distribution Plan - The company approved the 2025 interim profit distribution plan, which considers reasonable returns for investors while ensuring sufficient funds for normal operations and long-term development [2] Group 3: Risk Assessment Report - The Supervisory Board approved the risk assessment report regarding the company's dealings with CRRC Financial Company, confirming that the evaluation was objective and thorough [2][3] Group 4: Fundraising Usage Report - The company confirmed that fundraising is stored in dedicated accounts and used as specified, with no violations or misappropriations reported [3] Group 5: Adjustment of Fundraising Investment Projects - The company approved adjustments to the fundraising investment amounts, stating that these changes are reasonable and do not adversely affect normal operations or shareholder interests [4]

Meeting Information - The company's shareholder meeting is scheduled for September 9, 2025, at 14:00 [1] - The meeting will be held at the company's global headquarters in Zhuzhou, Hunan [1] - Voting will be conducted through a combination of on-site and online methods [1] Voting Procedures - Shareholders can vote via the Shanghai Stock Exchange's online voting system, with specific time slots for trading and internet voting on the day of the meeting [1][2] - There are no public solicitations for shareholder voting rights [2] - Shareholders holding multiple accounts can aggregate their voting rights across all accounts [4][5] Meeting Agenda - The meeting will review proposals that have been approved by the company's board of directors [2] - There are no related shareholders that need to abstain from voting [2] Registration and Attendance - Shareholders must be registered by the close of trading on September 1, 2025, to attend the meeting [5] - Registration can be done through designated procedures, and proxies can be appointed to attend the meeting [5][6] Additional Services - The company will utilize a reminder service to notify shareholders about the meeting and voting [3][4] - Shareholders can access a user manual for the online voting platform [4]

一、财务资助展期事项概述 重要内容提示： ? 株洲时代新材料科技股份有限公司（以下简称"公司"或"时代新材"）对 控股子公司 CRRC New Material Technologies GmbH（以下简称"新材德国（博戈）"） 提供的财务资助 2,000 万欧元（约 16,384 万元人民币）实施展期，展期 1 年，展期期 限为自签署财务资助展期协议之日起至 2026 年 8 月 29 日，展期利率采取浮动利率 6M Euribor+0.7%。 ? 公司第十届董事会第七次会议审议通过了《关于公司向控股子公司提供财务 资助展期的议案》，同意公司向新材德国（博戈）提供财务资助 2,000 万欧元（约 16,384 万元人民币），展期 1 年。 证券代码：600458 证券简称：时代新材 公告编号：临 2025-047 株洲时代新材料科技股份有限公司 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重 大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 公司于 2022 年 8 月 26 日以现场结合通讯的方式召开第九届董事会第十六次会议， 审议通过了《关于公司向控股子公司提供财务资助 ...

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].

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]

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].

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 ...

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].

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].