一、董事会会议召开情况 新东方新材料股份有限公司（以下简称"公司"）于2025年10月22日以通讯方式召 开了第六届董事会第十四次会议。本次会议应到董事9人，实到董事9人，公司监事及高 管列席会议。本次会议的召开符合有关法律、行政法规、部门规章、规范性文件和《公 司章程》、《董事会议事规则》等相关规定。 证券代码：603110 证券简称：东方材料 公告编号：2025-067 二、董事会会议审议情况 新东方新材料股份有限公司 第六届董事会第十四次会议决议公告 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。 重要内容提示： ●公司董事许广彬、杨波，独立董事陆健、蒋华对本次董事会"议案一"投弃权票。 独立董事蒋华弃权理由：1、组织架构需要进一步补充岗位职责等内容；2、董事会对 这项议案争议较大。 由于两位独立董事对本议案投了弃权票，对弃权的理由作了明确说明。相关事项需公 司管理层后续完善和落实。该事项风险较低，不存在损害上市公司和股东尤其是中小股东 权益的情形。 2、审议通过《关于修订<控股子公司管理制度>的议案》 1 、审议通过《 ...

Core Viewpoint - The company has received a corrective order from the Anhui Securities Regulatory Bureau and is implementing a series of measures to enhance its operational compliance and internal controls [1] Group 1: Regulatory Response - On September 23, 2025, the company received a corrective order from the Anhui Securities Regulatory Bureau [1] - A board meeting was held on October 22 to review and approve the corrective report [1] Group 2: Remedial Actions - The company is reassessing the role permissions of its ERP system and supplementing original vouchers [1] - Regular checks of accounting vouchers will be conducted to ensure compliance [1] Group 3: Internal Control Improvements - The company is adjusting its organizational structure and enhancing subsidiary management systems [1] - The compensation system is being refined, and procurement procedures are being supplemented [1] - Expense reimbursement procedures are being streamlined, with regular internal control checks and training planned [1] Group 4: Long-term Commitment - The corrective measures will be ongoing to improve the company's operational standards [1]

Market Overview - The Shanghai Composite Index is at 3907.95 points, slightly down by 0.21%, and is above the five-day moving average [1] - The total trading volume of A-shares today is 137.8 billion yuan [1] Stocks Performance - A total of 537 A-shares have surpassed the five-day moving average today [1] - Notable stocks with significant deviation rates include: - Wanda Bearings with a deviation rate of 9.53% and a daily increase of 12.27% [1] - Electric Wind Power with a deviation rate of 9.42% and a daily increase of 13.35% [1] - Tianwo Technology with a deviation rate of 8.10% and a daily increase of 10.00% [1] Detailed Stock Data - The following stocks have notable performance metrics: - Wanda Bearings (Code: 920002): Latest price 115.99 yuan, five-day moving average 105.89 yuan, daily turnover rate 9.75% [1] - Electric Wind Power (Code: 688660): Latest price 22.08 yuan, five-day moving average 20.18 yuan, daily turnover rate 3.60% [1] - Tianwo Technology (Code: 002564): Latest price 9.02 yuan, five-day moving average 8.34 yuan, daily turnover rate 5.08% [1]

Group 1 - The core stock price of Dongfang Materials increased by 5.47%, reaching 18.52 CNY per share, with a trading volume of 1.07 billion CNY and a turnover rate of 2.92%, resulting in a total market capitalization of 3.727 billion CNY [1] - Dongfang Materials specializes in environmentally friendly packaging inks, composite polyurethane adhesives, and PCB electronic inks, with the main business revenue composition being: packaging inks 60.60%, adhesives 26.87%, computing services 7.54%, electronic inks 3.98%, conductive liquids 0.72%, and others 0.29% [1] Group 2 - Among the top circulating shareholders of Dongfang Materials, Zhongyou Fund's Core Advantage Flexible Allocation Mixed A (590003) held 1.335 million shares, unchanged from the previous period, accounting for 0.66% of circulating shares, with an estimated floating profit of approximately 1.2816 million CNY [2] - The Core Advantage Flexible Allocation Mixed A fund has a total scale of 1.084 billion CNY, with a year-to-date return of 37.55%, ranking 1867 out of 8160 in its category, and a one-year return of 26.28%, ranking 3067 out of 8026 [2] Group 3 - The fund managers of Core Advantage Flexible Allocation Mixed A are Jiang Liwei and Zhang Yiyan, with Jiang having a tenure of 4 years and 233 days and a total fund size of 2.035 billion CNY, achieving a best return of 36.28% and a worst return of 8.56% during his tenure [3] - Zhang has a tenure of 1 year and 292 days with a fund size of 1.206 billion CNY, achieving a best return of 40.45% and a worst return of 21.84% during his tenure [3]

Core Viewpoint - Dongfang Materials (603110) experienced a significant drop, reaching the daily limit down, with a trading volume of 4.98 billion yuan and a turnover rate of 13.47% [2] Trading Activity - The stock was listed on the Shanghai Stock Exchange due to a daily decline of 10.09%, with a total net sell of 51.6 million yuan from brokerage seats [2] - The top five brokerage seats accounted for a total transaction of 169 million yuan, with a buying amount of 58.6 million yuan and a selling amount of 110 million yuan, resulting in a net sell of 51.6 million yuan [2] - The largest buying brokerage was China Galaxy Securities, Xiamen Jiahe Road branch, with a purchase amount of 20.0 million yuan, while the largest selling brokerage was Guotai Junan Securities Headquarters, with a selling amount of 43.0 million yuan [2] Fund Flow - The stock saw a net outflow of 84.1 million yuan in main funds, with a significant outflow of 38.8 million yuan from large orders and 45.3 million yuan from major funds [2] - Over the past five days, the main funds experienced a net inflow of 3.0 million yuan [2] Financial Performance - On August 28, the company reported its semi-annual results, showing a total revenue of 174 million yuan, a year-on-year decrease of 5.06%, and a net profit of 654,400 yuan, down 88.48% year-on-year [2]

Group 1 - The company New Oriental New Materials Co., Ltd. plans to invest 18 million yuan in Suzhou First Element Nanotechnology Co., Ltd. through convertible bonds [2] - The investment aims to expand the production capacity of First Element's CNTP (nano carbon fiber) and ensure the supply of raw materials for the joint venture [2] - The registered capital of the joint venture, Carbon Nest Technology (Tengzhou) Co., Ltd., is set at 100 million yuan, with New Oriental contributing 30 million yuan for a 30% stake [2] Group 2 - The company reported projected revenues of 436 million yuan, 81.83 million yuan, and 174 million yuan for the years 2024 to Q2 2025, reflecting year-on-year growth rates of 10.81%, -7.50%, and -5.06% respectively [3] - The net profit attributable to the parent company for the same period is expected to be 13.96 million yuan, 2.95 million yuan, and 654,400 yuan, with year-on-year changes of -73.17%, 13.27%, and -88.48% respectively [3] - The company's asset-liability ratios for the same periods are 19.58%, 15.97%, and 15.35% [3]

Group 1 - The company held its 13th meeting of the 6th Board of Directors on October 15, 2025, with all 9 directors present, complying with relevant regulations [2][3]. - The board approved the proposal to sign a "Special Investment Agreement" and the proposal for external investment and establishment of a joint venture company, with unanimous votes [3][4]. - The company plans to invest 18 million yuan in Suzhou First Element Nano Technology Co., Ltd. through convertible debt, aiming to eventually acquire equity [9][12]. Group 2 - The joint venture company, tentatively named Carbon Nest Technology (Tengzhou) Co., Ltd., will have a registered capital of 100 million yuan, with the company contributing 30% [8][14]. - The investment structure includes the company holding a 30% stake, while Suzhou First Element will hold 40%, and two individuals will each hold 15% [15][16]. - The investment aims to enhance the production capacity of CNTP (nano carbon fiber) and ensure raw material supply for the joint venture [12][33]. Group 3 - The investment agreement stipulates that the company will provide 18 million yuan as a convertible debt, with a 5% annual interest rate, and the debt will convert to equity upon the completion of the next round of financing [20][22]. - The conversion conditions include a valuation cap of 800 million yuan and a minimum investment of 20 million yuan from other investors [24][25]. - The agreement includes provisions for default and dispute resolution, with penalties for non-compliance [29][30]. Group 4 - The investment is part of the company's strategy to upgrade its fine chemical business and create a platform for high-value new material products, aligning with long-term planning [33]. - The investment is not expected to have a significant adverse impact on the company's finances and is anticipated to positively influence overall scale and profitability [33].

公司拟与第一元素、周其华先生、陈云先生签订《出资及股东协议》，共同出资设立合资公司，注册资 本为10,000万元。其中，公司认缴出资为3,000万元，持股比例为30%;第一元素认缴出资为4000万元， 持股比例为40%;周其华先生、陈云先生认缴出资各为1,500万元，持股比例各为15%。 本次投资设立合资公司，是公司现有精细化工业务升级转型，依托现有业务多年积累的工艺技术优势以 及对使用到化工类原材料、产品的行业了解，为更具科技含量和高附加值的新材料产品打造新的载体和 平台之考虑，符合公司的长远规划及全体股东的利益。 东方材料（603110）(603110.SH)发布公告，公司拟与苏州第一元素纳米技术有限公司(以下简称"第一元 素")签订《专项投资协议》。公司计划以可转换债权的形式向第一元素进行专项投资，金额为人民币 1,800万元。该笔投资待约定的转股条件成就时，转换为第一元素公司股权。 ...

Core Viewpoint - The company, Dongfang Materials (603110.SH), plans to invest RMB 18 million in Suzhou First Element Nanotechnology Co., Ltd. through a convertible bond agreement, which will convert into equity upon meeting specified conditions [1] Investment Details - The investment will be formalized through a Special Investment Agreement with First Element, and the company will also enter into a Capital Contribution and Shareholder Agreement to establish a joint venture with a registered capital of RMB 100 million [1] - The company's contribution will be RMB 30 million, representing a 30% ownership stake, while First Element will contribute RMB 40 million for a 40% stake, and two individuals, Zhou Qihua and Chen Yun, will each contribute RMB 15 million for 15% stakes [1] Strategic Rationale - This investment aims to upgrade and transform the company's existing fine chemical business, leveraging its accumulated process technology advantages and industry knowledge to create a new platform for high-tech and high-value-added new material products [1] - The initiative aligns with the company's long-term planning and the interests of all shareholders [1]

Core Viewpoint - The company, Dongfang Materials (603110.SH), plans to invest 18 million RMB in Suzhou First Element Nanotechnology Co., Ltd. through a convertible debt arrangement, aiming to eventually acquire equity in the company [1] Investment Details - The investment will be made in the form of a convertible debt, with the goal of converting to equity upon meeting specified conditions [1] - The company will also enter into a capital and shareholder agreement to establish a joint venture with a registered capital of 100 million RMB, where Dongfang Materials will contribute 30 million RMB for a 30% stake [1] - The joint venture, tentatively named Carbon Nest Technology (Tengzhou) Co., Ltd., aims to expand the production capacity of First Element's CNTP (nano carbon fiber) [1] Funding and Security Measures - Before the conversion conditions are met, First Element is required to disclose the detailed use of the special funds to the company [2] - The company has the right to require First Element to pledge equipment or raw materials purchased with the special funds as collateral, which will be released upon conversion [2]