证券代码：001213 证券简称：中铁特货 公告编号：2025-049 中铁特货物流股份有限公司 第三届董事会第五次会议决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 一、董事会会议召开情况 中铁特货物流股份有限公司（以下简称公司）第三届董事会第五次会议于 2025 年 11 月 24 日以通讯会议的方式召开。会议通知已于 2025 年 11 月 19 日以 书面、通讯方式送达各位董事。会议应到董事 9 名，实到董事 9 名。会议的召开 符合《中华人民共和国公司法》（以下简称《公司法》）《中华人民共和国证券法》 （以下简称《证券法》）《深圳证券交易所股票上市规则》（以下简称《上市规则》） 和《中铁特货物流股份有限公司章程》（以下简称《公司章程》）的有关规定，合 法有效。 二、董事会会议审议情况 为规范公司及实际控制人中国国家铁路集团有限公司（以下简称国铁集团） 之间的日常关联交易，经公司 2022 年第三次临时股东大会批准，公司与国铁集 团签订了《中国国家铁路集团有限公司与中铁特货物流股份有限公司关联交易框 架协议》（以下简称《关联交易框架协议》）， ...

中铁特货公告称，公司2022年与国铁集团签订的《关联交易框架协议》将于2025年到期，拟续签该协 议，期限3年，自2026年至2028年。协议涉及铁路清算、生产服务、生活后勤、金融服务等关联交易。 定价按国家政策及市场行情确定。协议履行期内，公司每年向国铁集团销售或服务金额不超180亿元， 国铁集团向公司销售或服务金额不超300亿元。截至2025年9月30日，国铁集团总资产99781.22亿元，1 - 9月营收9122.31亿元，净利润117.22亿元。该议案已通过董事会审议，尚需股东会批准。 ...

Market Overview - The railway and highway sector experienced a decline of 1.21% on November 21, with Jiangxi Changyun leading the drop [1] - The Shanghai Composite Index closed at 3834.89, down 2.45%, while the Shenzhen Component Index closed at 12538.07, down 3.41% [1] Individual Stock Performance - Jiangxi Changyun saw a significant drop of 7.33%, closing at 6.70, with a trading volume of 89,100 shares and a transaction value of 61.79 million [2] - Other notable declines included Wuzhou Transportation down 7.01% to 3.98, and Fulian Yuanshan down 5.68% to 9.46 [2] - The highest trading volume was recorded for Jinghu High-speed Railway, with 1.5171 million shares traded, closing at 5.11, down 0.58% [1] Capital Flow Analysis - The railway and highway sector saw a net outflow of 404 million from institutional investors, while retail investors contributed a net inflow of 371 million [2][3] - The main stocks with significant capital inflows included Jinghu High-speed Railway with a net inflow of 21.17 million from institutional investors [3] - Conversely, stocks like Ningshu High-speed experienced a net outflow of 834,400 from institutional investors [3]

Fundraising Overview - The company raised a total of RMB 1,759,999,998.24 through the issuance of 444,444,444 shares at a price of RMB 3.96 per share, with a net amount of RMB 1,727,912,422.10 after deducting issuance costs [1] Fund Management and Storage - The company established a fundraising management system to ensure effective use of raised funds, which are stored in a dedicated account [2] - A tripartite supervision agreement was signed with the sponsor and the bank to oversee the use of the funds [2] Changes in Fund Account - On July 3, 2023, the company approved a proposal to change the dedicated fundraising account from Industrial Bank to Bank of China [3] - A new tripartite supervision agreement was signed with the new bank to ensure compliance [3] Account Closure - The fundraising account was closed after the funds were fully utilized, and the corresponding supervision agreement was terminated [3][4]

Core Points - The company has completed the cancellation of its special account for raised funds, as the funds have been fully utilized [3][4][5] Group 1: Fundraising Overview - On July 23, 2021, the company was approved to publicly issue 444,444,444 shares at a price of 3.96 yuan per share, raising a total of approximately 1.76 billion yuan, with a net amount of about 1.73 billion yuan after deducting issuance costs [1][2] - The funds were fully received by September 2, 2021, and were verified by an accounting firm [1] Group 2: Fund Management - The company established a management system for the raised funds, ensuring they were stored in a special account for proper oversight and usage [2] - A tripartite supervision agreement was signed with the sponsor and the bank to monitor the usage of the raised funds [2] Group 3: Account Cancellation - On July 3, 2023, the company decided to transfer the remaining balance of the raised funds from one bank to another and signed a new tripartite supervision agreement [3] - The special account was recently canceled as the funds had been fully utilized, leading to the termination of the related supervision agreement [3][4]

证券代码：001213 证券简称：中铁特货 公告编号：2025-048 中铁特货物流股份有限公司 关于募集资金专项账户注销完成的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 一、 募集资金基本情况 2021 年 7 月 23 日，经《中国证券监督管理委员会关于核准中铁特货物流股份有限 公司首次公开发行股票的批复》（证监许可[2021]2488 号）文核准，中铁特货物流股份 有限公司（以下简称公司）向社会公开发行人民币普通股（A 股）444,444,444 股，每 股面值 1 元，实际发行价格每股 3.96 元，募集资金总额为 1,759,999,998.24 元，扣除 发行费用人民币 32,087,576.14 元后，实际募集资金净额为人民币 1,727,912,422.10 元。上述资金于 2021 年 9 月 2 日全部到位，并经信永中和会计师事务所（特殊普通合 伙）2021 年 9 月 2 日 XYZH/2021BJAA20601 号报告审验。 二、 募集资金存放与管理情况 为规范公司募集资金的管理和使用，提高募集资金使用效益，保护投资者的合法权 ...

Core Points - The company guarantees the authenticity, accuracy, and completeness of the information disclosed in its announcements [6][12][19] Financial Data - The third quarter financial report has not been audited [3][6] - The company does not require retrospective adjustments or restatements of previous accounting data [3] - There are no non-recurring profit and loss items applicable for the reporting period [3] Shareholder Information - The company has not reported any changes in the top ten shareholders or any lending of shares due to transfer and financing [5] Management Changes - The company appointed Liu Ting and Yi Qiang as vice presidents, effective from the date of the board meeting [6][14] - Both appointees possess the necessary qualifications and have not faced any legal or regulatory penalties [9][10][11] Board Meeting Details - The third board meeting was held on October 29, 2025, with all nine directors present, complying with relevant laws and regulations [12] - The board approved the third quarter report and the appointment of new vice presidents, with unanimous support [13][15]

Core Viewpoint - China Railway Special Cargo is a leading railway logistics company in China, primarily engaged in logistics services for commodity vehicles, cold chain, and oversized cargo, with comprehensive industry chain capabilities [1] Group 1: Business Performance - In Q3 2025, China Railway Special Cargo reported revenue of 8.453 billion yuan, ranking 5th among 7 companies in the industry, with the top company, Datong-Qinhuangdao Railway, generating 57.058 billion yuan [2] - The main business composition includes commodity vehicle logistics at 4.567 billion yuan (84.66%), other logistics at 382 million yuan (7.08%), cold chain logistics at 317 million yuan (5.88%), oversized cargo transport at 75.4385 million yuan (1.40%), and tank truck business at 52.7285 million yuan (0.98%) [2] - The net profit for the same period was 473 million yuan, also ranking 5th in the industry, with the leading company, Beijing-Shanghai High-Speed Railway, achieving 10.365 billion yuan [2] Group 2: Financial Ratios - As of Q3 2025, the asset-liability ratio of China Railway Special Cargo was 9.19%, down from 10.94% year-on-year, significantly lower than the industry average of 21.36% [3] - The gross profit margin for Q3 2025 was 8.59%, a decrease from 10.06% year-on-year, and below the industry average of 16.06% [3] Group 3: Executive Compensation - The chairman, Yu Yongli, received a salary of 707,800 yuan in 2024, an increase of 78,800 yuan from 2023 [4] - The general manager, Gu Guangming, also received a salary of 707,800 yuan in 2024, which is an increase of 82,800 yuan from 2023 [4] Group 4: Shareholder Information - As of September 30, 2025, the number of A-share shareholders increased by 5.51% to 71,700 [5] - The average number of circulating A-shares held per shareholder decreased by 5.22% to 62,000 [5] - Among the top ten circulating shareholders, the Southern CSI 500 ETF held 12.8812 million shares, a decrease of 300,200 shares from the previous period [5]

Core Viewpoint - China Railway Special Cargo (中铁特货) announced the appointment of Mr. Liu Ting and Mr. Yi Qiang as vice general managers of the company [1] Company Summary - The company has made a strategic decision to enhance its management team by appointing two new vice general managers [1]

Group 1 - The core viewpoint of the article highlights the financial performance of China Railway Special Cargo (中铁特货) for the third quarter of 2023, indicating a revenue increase but a decline in net profit and earnings per share [1] Group 2 - For the first three quarters of 2025, the company reported a revenue of approximately 8.453 billion yuan, representing a year-on-year increase of 7.45% [1] - The net profit attributable to shareholders was about 473 million yuan, showing a year-on-year decrease of 17.48% [1] - The basic earnings per share were 0.1064 yuan, which is a year-on-year decrease of 17.46% [1] - As of the report date, the market capitalization of China Railway Special Cargo is 18.9 billion yuan [2]