证券代码：600458 证券简称：时代新材 公告编号：临 2025-044 株洲时代新材料科技股份有限公司 第十届董事会第七次会议决议公告 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。 株洲时代新材料科技股份有限公司（以下简称"公司"）第十届董事会第七 次会议的通知于 2025 年 8 月 11 日以专人送达和邮件相结合的方式发出，会议于 2025 年 8 月 21 日下午在公司全球总部园区 1010 会议室以现场结合通讯方式召 开。会议由董事长彭华文先生主持。会议应到董事 9 人，实到董事 9 人。 本次会议的召集、召开及表决程序符合《公司法》等法律、法规、规范性文 件以及《公司章程》的有关规定。 经会议审议，通过了如下决议： 该议案已经公司 2025 年第二次独立董事专门会议审议通过。 一、审议通过了公司 2025 年半年度报告及摘要 该议案已经公司第十届董事会审计与风险管理委员会 2025 年第四次会议审 议通过。 内容详见同日披露于上海证券交易所网站的公司《2025 年半年度报告》及 其摘要。 表决结果：9 票同意， ...

株洲时代新材料科技股份有限公司 2025 年度中期利润分配方案公告 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： 每股分配金额：每股派发现金股利人民币 0.07 元（含税）。 本次利润分配以实施权益分派股权登记日登记的总股本为基数，具体日 期将在权益分派实施公告中明确。 如在实施权益分派的股权登记日前公司总股本发生变动，公司拟维持每 股分配金额不变，相应调整分配总额，并将另行公告具体调整情况。 根据公司 2024 年年度股东大会授权，本次利润分配方案经董事会审议通 过后即可实施。 一、利润分配方案内容 截至 2025 年 6 月 30 日，株洲时代新材料科技股份有限公司（以下简称"公 司"）2025 年半年度实现归属于上市公司股东的净利润为人民币 303,226,119.51 元，截至 2025 年 6 月 30 日，公司期末可供分配利润为人民币 1,522,052,790.74 元。公司第十届董事会第七次会议、第十届监事会第四次会议审议通过公司 2025 年半年度拟以实施权益分派股权登记日登记的总股本为基数 ...

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 对外提供财务资助的核查意见 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，对公司对外提供财务资助展期 的事项进行了核查，具体情况如下： 一、财务资助展期事项概述 2022 年 8 月 26 日，公司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的议案》，同意以自有资金提供有息借款方式 向 CRRC New Material Technologies GmbH（以下简称"新材德国（博戈）"）提供 财务资助，借款金额为 2,000 万欧元，借款期限为自借款实际发放日起 1 年，借 款利率为年利率 1.5%。资金用途为补充流动资金。 2023 年 8 月 25 日，公司召开第九届董事会第二十七次会议，审议通过了 《关于公司向控股子公司 ...

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]

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 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].

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].

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].