股票代码： 600889 股票简称：南京化纤 编号：2025-044 南京化纤股份有限公司 第十一届董事会第二十次会议决议公告 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个别及连带责任。 一、董事会会议召开情况 （一）本次董事会议的召开符合《公司法》和《公司章程》的有关规定。 （二）召开本次董事会议的通知及会议材料于2025年8月22日以电子文档方式送达。 （四）本次会议应参加表决董事7名，实际参加表决董事7名。 二、董事会会议审议情况 1、《关于确认公司2024年度高级管理人员薪酬的议案》。 根据《南京化纤股份有限公司职业经理人绩效考核管理办法》《南京化纤股份有限公司职业经理人薪酬 管理办法》，结合公司年度目标完成情况，公司确认了2024年度高级管理人员薪酬。 该议案已经公司第十一届董事会薪酬与考核委员会第七次会议审议通过。 表决结果：赞成7票；回避0票；反对0票；弃权0票。该项议案获得通过。 特此公告。 南京化纤股份有限公司董事会 2025年8月30日 （三）本次董事会于2025年8月29日以通讯表决方式召开。 ...

股票代码： 600889 股票简称：南京化纤 编号：2025-044 南京化纤股份有限公司 第十一届董事会第二十次会议决议公告 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个别及连带责任。 一、董事会会议召开情况 （一）本次董事会议的召开符合《公司法》和《公司章程》的有关规定。 2025 年 8 月 30 日 （二）召开本次董事会议的通知及会议材料于 2025 年 8 月 22 日以电子文档 方式送达。 （三）本次董事会于 2025 年 8 月 29 日以通讯表决方式召开。 （四）本次会议应参加表决董事 7 名，实际参加表决董事 7 名。 根据《南京化纤股份有限公司职业经理人绩效考核管理办法》《南京化纤股 份有限公司职业经理人薪酬管理办法》，结合公司年度目标完成情况，公司确认 了 2024 年度高级管理人员薪酬。 该议案已经公司第十一届董事会薪酬与考核委员会第七次会议审议通过。 表决结果：赞成 7 票；回避 0 票；反对 0 票；弃权 0 票。该项议案获得通过。 特此公告。 南京化纤股份有限公司董事会 二、董事会会议审议情况 1、《关 ...

Core Viewpoint - Nanjing Chemical Fiber (600889.SH) announced a major asset restructuring plan, which involves divesting its chemical fiber business and acquiring 100% equity of Nanjing Process Equipment Manufacturing Co., thereby shifting its main business focus to the research, production, and sales of rolling functional components [1] Group 1: Asset Disposal and Impairment - The company has recognized impairment losses of 32.6 million yuan, 77.3 million yuan, and 266.2 million yuan for the years 2022 to 2024, respectively, raising questions about potential financial manipulation [2] - The impairment is primarily attributed to price declines in lyocell fibers, viscose staple fibers, and PET structural core materials, leading to signs of impairment in raw materials and finished products [2] - An asset appraisal revealed a book value of 557.4 million yuan and a reassessed value of 729.3 million yuan, with the increase mainly due to land use rights in Nanjing [2] Group 2: Debt Management - Zijin Trust has agreed to a loan of 198.7 million yuan, while remaining debts will be guaranteed by the controlling shareholder, ensuring no substantial obstacles at the time of transaction completion [3] - Historical guarantees provided to subsidiaries will be fully released or waived by creditors before asset transfer [3] Group 3: Asset Acquisition and Valuation - The transaction will transform the company's main business from traditional chemical fibers to rolling functional components, with Nanjing Process Equipment holding a leading market share in China for nine consecutive years [4] - Nanjing Process Equipment is projected to achieve revenues of 3.12 billion yuan and a net profit of 260 million yuan in 2024, with a significant portion of revenue coming from CNC machine tools [4] - The appraisal of Nanjing Process Equipment shows a book net asset of 1.031 billion yuan and a reassessed value of 1.607 billion yuan, indicating a 55.89% increase [4] Group 4: Financing and Regulatory Approval - The company plans to raise up to 500 million yuan through financing, with a share price set at 4.57 yuan, corresponding to 191.7 million shares [5] - The controlling shareholder's stake will decrease from 35.42% to 26.18%, but they will maintain control [5] - Approval from the Jiangsu Provincial State-owned Assets Supervision and Administration Commission has been obtained, but final approval from the Shanghai Stock Exchange and the China Securities Regulatory Commission is still pending [5]

Core Viewpoint - Nanjing Chemical Fiber Co., Ltd. has responded to the Shanghai Stock Exchange's inquiry regarding its major asset swap, issuance of shares, cash payment for asset acquisition, and related party transactions, providing detailed explanations on various aspects including asset evaluation, income, customers, procurement, gross margin, and inventory [1] Group 1: Asset Disposal - The company has reported continuous negative net profits over the past three years, with impairment provisions of 32.60 million yuan, 77.30 million yuan, and 266.22 million yuan for 2022 to 2024 respectively [2] - The disposed assets were evaluated using the asset-based approach, with a book value of 557.38 million yuan and an assessed value of 729.27 million yuan, primarily due to the appreciation of land use rights in Nanjing [2] - The company disclosed specific projects and rationality behind the impairment provisions, indicating that inventory is measured at the lower of cost and net realizable value, and long-term assets are assessed for recoverable amounts when impairment indicators are present [2] Group 2: Asset Acquisition - Nanjing Gongyi, as the main entity of the acquired assets, reported stable main business revenues of 462.72 million yuan and 467.00 million yuan for 2023 and 2024 respectively [3] - Revenue growth was driven by increased sales volume from price reductions and a shift towards high value-added products, with trade customer revenue increasing by 29.11% due to strategic market adjustments [3] - The gross margin for the main business was 34.10% and 32.14% for the reporting periods, slightly declining due to market competition and a greater decrease in unit selling prices compared to unit cost reductions [3] Group 3: Inventory Management - The book value of inventory at the end of 2023 and 2024 was 141.05 million yuan and 170.96 million yuan respectively, with the increase attributed to product stocking strategies [3] - The inventory turnover rate and sales rate are generally good, with a high proportion of inventory aged under one year, and the company has made sufficient provisions for any long-aged inventory [3] - The internal controls for inventory management are robust, and the scale and composition of inventory align with order coverage, production cycles, and business characteristics [3]

market南京化纤股份有限公司于2025年8月28日发布提示性公告，称公司于2025年7月8日收到上海证券 交易所出具的《关于南京化纤股份有限公司重大资产置换、发行股份及支付现金购买资产并募集配套资 金暨关联交易申请的审核问询函》（上证上审(并购重组)〔2025〕47号 ）。 上海证券交易所审核机构对南京化纤本次重大资产置换、发行股份及支付现金购买资产并募集配套资金 暨关联交易的申请文件进行审核后，形成了问询问题。 登录新浪财经APP 搜索【信披】查看更多考评等级 点击查看公告原文>> 声明：市场有风险，投资需谨慎。 本文为AI大模型基于第三方数据库自动发布，任何在本文出现的信 息（包括但不限于个股、评论、预测、图表、指标、理论、任何形式的表述等）均只作为参考，不构成 个人投资建议。受限于第三方数据库质量等问题，我们无法对数据的真实性及完整性进行分辨或核验， 因此本文内容可能出现不准确、不完整、误导性的内容或信息，具体以公司公告为准。如有疑问，请联 系biz@staff.sina.com.cn。 责任编辑：小浪快报 收到问询函后，南京化纤会同相关中介机构，针对所列问题进行认真研究与逐项落实，对有关问题进行 ...

Core Viewpoint - Nanjing Chemical Fiber is undergoing a major asset restructuring, involving the disposal of its original business assets and liabilities while acquiring 100% of Nanjing Craft's shares, which will become a wholly-owned subsidiary focused on the research, production, and sales of rolling functional components [1][2]. Group 1: Assets Involved - The restructuring will see Nanjing Chemical Fiber inject 100% of Nanjing Craft's shares, changing its main business to rolling functional components [2]. - Nanjing Craft has ranked first in revenue for nine consecutive years in the rolling functional components sector in China, although it faces stiff competition from European and Japanese manufacturers in the high-end market [2]. - Nanjing Craft's revenue is primarily derived from sectors such as CNC machine tools, photovoltaics, semiconductors, and intelligent manufacturing, with CNC machine tools contributing the highest revenue share [2]. Group 2: Asset Disposal and Debt Management - As of July 31, 2025, over 95% of non-financial institution debts have received creditor consent, with a remaining debt of 782.68 thousand yuan pending agreement [3]. - The company has committed to resolving guarantees related to its subsidiaries before the completion of the asset restructuring, with the new group agreeing to assume future guarantee responsibilities [3]. Group 3: Property Issues and Impact - Nanjing Craft's property at No. 329 Mochou Road has discrepancies between registered and actual use, but these issues are not expected to significantly impact the company's operations or the transaction [4]. - The rental income from properties has minimal impact on Nanjing Craft's overall revenue and gross profit, indicating that the rental business is not a major focus [4]. - Some land and buildings in the Binjiang factory area are still in the process of obtaining relevant property rights, but this is not anticipated to adversely affect the transaction [4].

Core Viewpoint - Nanjing Chemical Fiber Co., Ltd. is undergoing a significant asset swap, issuing shares, and cash payments for asset purchases, which has raised inquiries from the Shanghai Stock Exchange regarding the valuation and impairment of assets involved in the transaction [1][2]. Group 1: Asset Impairment and Valuation - The company has reported continuous negative net profits over the last three years, with impairment amounts of 32.60 million, 77.30 million, and 266.22 million yuan respectively [2][3]. - The assets being disposed of have a book value of 557.38 million yuan and an assessed value of 729.27 million yuan, with the increase in value primarily attributed to land use rights [2][3]. - Significant impairments were noted for other assets, particularly a 153.62 million yuan impairment for Shanghai Yueke [2][3]. Group 2: Financial Data and Analysis - The total impairment losses for the last three years were 32.60 million yuan in 2022, 77.30 million yuan in 2023, and 266.22 million yuan in 2024, with the main contributors being subsidiaries such as Jinling Biological and Shanghai Yueke [3][4]. - Specific impairment losses for 2024 included 44.90 million yuan for inventory, 176.02 million yuan for fixed assets, and 45.77 million yuan for construction in progress [4][5]. - The company is required to disclose detailed information regarding the impairment projects, amounts, and the rationale behind the impairment assessments [3][4]. Group 3: Independent Review and Compliance - The independent financial advisor, lawyer, accountant, and appraiser are mandated to verify and provide clear opinions on the asset disposal and impairment matters [3][4]. - The company must ensure that the arrangements during the transition period of the disposed assets are favorable for protecting minority investors' interests [3][4].

Core Viewpoint - The company, Nanjing Huaxian Co., Ltd., is undergoing a major asset swap and cash purchase transaction, which will transform its main business to focus on the research, production, and sales of rolling functional components, specifically after acquiring 100% of Nanjing Technology's shares [1][2]. Group 1: Asset and Business Structure - The company will divest all original business assets and liabilities, and Nanjing Technology will become its wholly-owned subsidiary, maintaining its independent operational status and existing management team [1][2]. - The transaction will not involve the integration of Nanjing Technology's existing business, assets, or personnel, as the original assets will be completely divested [3][4]. Group 2: Market Position and Competition - Nanjing Technology has ranked first in revenue within the rolling functional components sector in China's machine tool industry for nine consecutive years, although it faces significant competition from European and Japanese brands in the high-end market [1][6]. - The rolling functional components industry is characterized by intense competition, with domestic manufacturers struggling to compete in the mid-to-high-end market against established international brands [7][8]. Group 3: Financial Performance and Growth Potential - The company's revenue from key application areas such as CNC machine tools, photovoltaic and semiconductor, injection molding, and intelligent manufacturing accounted for 90% of total revenue, indicating strong market demand [5][6]. - Nanjing Technology's estimated market share in the rolling functional components sector is approximately 6.95%, suggesting substantial growth potential despite its current leading position in the domestic market [8][11]. Group 4: Product Advancements and Technological Capabilities - Nanjing Technology has developed products that meet international advanced standards, with key performance indicators in rolling ball screw and guide rail products showing competitive advantages over domestic and international counterparts [10][12]. - The company has participated in numerous national technology projects and has been recognized for its contributions to the advancement of high-end CNC machine tools and other critical manufacturing equipment [13][14]. Group 5: Strategic Importance and Future Outlook - The transaction is expected to enhance the company's financial metrics significantly, benefiting all shareholders, including minority investors, by improving profitability and sustainable operational capabilities [17]. - Nanjing Technology's commitment to quality management and continuous improvement positions it well for future growth in both domestic and international markets, particularly in high-end equipment sectors [15][16].

Core Viewpoint - The document outlines the legal opinions regarding the major asset swap, issuance of shares, and cash payment for asset acquisition by Nanjing Chemical Fiber Co., Ltd, emphasizing the legal compliance and verification processes involved in the transaction [1][2]. Group 1: Asset Swap and Business Transition - The company plans to divest its original business assets and liabilities entirely and inject 100% of Nanjing Craft's shares, changing its main business focus to the research, production, and sales of rolling functional components [5][6]. - After the transaction, Nanjing Craft will become a wholly-owned subsidiary of the company, with its original management team remaining in place [5][6]. - The rolling functional components industry is highly competitive, with high-end markets dominated by European and Japanese manufacturers, while Nanjing Craft holds a significant position in the mid-range market [5][6]. Group 2: Debt Transfer and Compliance - As of December 31, 2024, the company has a total debt of 198.67 million yuan owed to its only financial creditor, Zijin Trust, which has provided consent for the transaction [12][13]. - A total of 20.76 million yuan in other debts requires creditor consent, with 96.23% of these debts already having received approval [14][16]. - The company has made arrangements to actively communicate with creditors regarding the transfer of debts that have not yet received consent, ensuring that these do not adversely affect the transaction [16][18]. Group 3: Guarantees and Legal Obligations - The company is currently providing guarantees for its subsidiaries, with specific details on the amounts and terms outlined in the documentation [20][21]. - The company has received consent from relevant banks to proceed with the transaction, ensuring that the guarantees can be transferred appropriately [22][24]. - The company has committed to resolving any outstanding guarantees before the completion of the asset swap, ensuring compliance with legal obligations [25][24]. Group 4: Asset Transfer Procedures - The asset transfer process involves several steps, including notification of asset transfer, delivery of assets, and signing of confirmation documents [26][27]. - The company has confirmed that there are no substantial legal obstacles to the transfer of major assets, including equity and real estate [28][29]. - The company is required to assist in the completion of necessary registrations and transfers related to the asset swap within a specified timeframe [27][29].

Core Viewpoint - The article discusses the review and response to the Shanghai Stock Exchange's inquiry regarding Nanjing Chemical Fiber Co., Ltd.'s major asset swap, issuance of shares, cash purchase of assets, and related party transactions, highlighting the evaluation of assets and the implications of property irregularities on the transaction. Group 1: Asset Evaluation and Compliance - Nanjing Chemical Fiber received an inquiry from the Shanghai Stock Exchange regarding its major asset swap and related transactions on July 8, 2025 [1] - Jiangsu Huaxin Asset Appraisal Co., Ltd. conducted a thorough analysis of the inquiry and provided responses regarding the compliance and evaluation of the assets involved [1][2] - The inquiry raised concerns about the historical background and reasons for irregularities in the land and property at No. 329 Mochou Road, including discrepancies between registered and actual usage [2][3] Group 2: Financial Impact and Dependency - The financial impact of the leased properties on Nanjing Gongyi's revenue, gross profit, total profit, and net profit was questioned, along with the company's dependency on rental income [2] - The inquiry also sought clarification on whether the issuing authority of the relevant certificates was legitimate and the potential implications for land transfer fees and taxes on the transaction's pricing and valuation [2][3] Group 3: Asset Disposal and Valuation - The report indicated that the listed company had negative net profits for the last three years, with impairment provisions totaling 32.6 million yuan, 77.3 million yuan, and 266.2 million yuan respectively [5] - The proposed asset disposal was evaluated using the asset-based approach, with a book value of 557.4 million yuan and an appraisal value of 729.3 million yuan, primarily due to the appreciation of land use rights [5][6] - The significant difference in valuation methods was attributed to the continuous losses and inability to predict future earnings accurately, leading to the selection of the asset-based method over the income approach [27][28] Group 4: Market Conditions and Performance - Shanghai Yueke's main business involves the manufacturing of PET structural core materials, which have seen a decline in performance due to changes in the wind power market and increased competition [11][12] - The company's financial performance has deteriorated since 2020, with total assets decreasing from 334.2 million yuan in 2020 to 157.2 million yuan in 2024, and net profits showing a continuous decline [12][13] - The article highlights that the decline in the wind power market and the exit of national subsidies have significantly impacted the sales and profitability of PET structural core materials [15][16]