证券代码：600889 证券简称：南京化纤 公告编号：2025-053 南京化纤股份有限公司 关于召开2025年第三次临时股东大会的通知 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： 一、 召开会议的基本情况 (四)现场会议召开的日期、时间和地点 召开的日期时间：2025 年 11 月 10 日 9 点 30 分 召开地点：南京市建邺区亚鹏路 66 号金基汇智园 9 栋公司 307 会议室 股东大会召开日期：2025年11月10日 本次股东大会采用的网络投票系统：上海证券交易所股东大会网络投票 系统 (一)股东大会类型和届次 2025年第三次临时股东大会 (二)股东大会召集人：董事会 (三)投票方式：本次股东大会所采用的表决方式是现场投票和网络投票相结合的 方式 (五)网络投票的系统、起止日期和投票时间 网络投票系统：上海证券交易所股东大会网络投票系统 网络投票起止时间：自2025 年 11 月 10 日 至2025 年 11 月 10 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股 ...

股票代码： 600889 股票简称：南京化纤 编号：2025-050 （一）《关于取消监事会并修订<公司章程>及其附件的议案》； 董事会同意修订《公司章程》及其附件《股东大会议事规则》《董事会议事 规则》，拟不再设置监事会、监事，由董事会审计委员会承接监事会职权，同时 废止公司《监事会议事规则》，公司各项规章制度中涉及监事会、监事的规定不 再适用，公司监事自动解任；公司董事会增设 1 名职工代表董事。 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 10 月 17 日以电子文 档方式送达。 （三）本次董事会于 2025 年 10 月 24 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。 二、董事会会议审议情况 南京化纤股份有限公司 第十一届董事会第二十二次会议决议公告 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。 具体内容详见与本公告同日披露的《关于取消监事会并修订<公司章程>及其 ...

Group 1 - The chemical fiber sector increased by 0.62% on October 20, with Shenma Co., Ltd. leading the gains [1] - The Shanghai Composite Index closed at 3863.89, up 0.63%, while the Shenzhen Component Index closed at 12813.21, up 0.98% [1] - Key stocks in the chemical fiber sector showed significant price increases, with Shenma Co., Ltd. rising by 4.45% to a closing price of 10.57 [1] Group 2 - The main capital flow in the chemical fiber sector showed a net inflow of 22.42 million yuan, while retail investors had a net inflow of 63.82 million yuan [2] - Major stocks like Shenma Co., Ltd. and Xinxiang Chemical Fiber saw varying levels of net capital inflow and outflow from different investor categories [3] - Shenma Co., Ltd. had a net inflow of 71.02 million yuan from main capital, while retail investors experienced a net outflow of 43.36 million yuan [3]

南京化纤所属申万行业为：基础化工-化学纤维-粘胶。所属概念板块包括：海上风电、风能、机器人概 念、工业母机、并购重组等。 10月20日，南京化纤盘中上涨2.05%，截至11:20，报15.46元/股，成交4547.77万元，换手率0.81%，总 市值56.64亿元。 资金流向方面，主力资金净流入326.24万元，特大单买入0.00元，占比0.00%，卖出105.35万元，占比 2.32%；大单买入1143.13万元，占比25.14%，卖出711.55万元，占比15.65%。 南京化纤今年以来股价跌12.95%，近5个交易日跌9.54%，近20日跌1.90%，近60日跌1.40%。 资料显示，南京化纤股份有限公司位于江苏省南京市建邺区江心洲街道亚鹏路66号金基汇智园9号楼， 成立日期1992年9月28日，上市日期1996年3月8日，公司主营业务涉及粘胶长丝、粘胶短纤维的生产与 经营;房地产业务开发与销售。主营业务收入构成为：粘胶纤维业务40.83%，其他业务23.20%，PET结 构芯材业务21.55%，景观水业务14.40%，莱赛尔纤维业务0.02%。 截至6月30日，南京化纤股东户数4.25万，较上期减少5 ...

Market Performance - The photolithography concept sector declined by 2.47%, ranking among the top losers in the market, with major declines from companies like United Chemical (down 20%), Maolai Optical, and Nanjing Chemical Fiber [1] - Among the concept stocks, only five saw price increases, with Zhongrun Optical, Zhongguang Lightning Protection, and Juguang Technology rising by 5.32%, 4.25%, and 0.87% respectively [1][3] Capital Flow - The photolithography concept sector experienced a net outflow of 1.239 billion yuan, with 37 stocks seeing net outflows, and five stocks exceeding 100 million yuan in outflows [1] - The stock with the highest net outflow was Xinlai Material, with a net outflow of 222.94 million yuan, followed by United Chemical, Kaimete Gas, and Zhangjiang Hi-Tech with net outflows of 170.13 million yuan, 162.39 million yuan, and 150.41 million yuan respectively [1][2] Top Gainers and Losers - The top gainers in the photolithography concept included Zhongrun Optical (up 5.32%), Zhongguang Lightning Protection (up 4.25%), and Juguang Technology (up 0.87%) [1][3] - The top losers included United Chemical (down 20%), Maolai Optical (down 6.38%), and Nanjing Chemical Fiber (down 6.19%) [1][2]

Market Overview - The chemical fiber sector experienced a decline of 1.45% on October 16, with Nanjing Chemical Fiber leading the drop [1] - The Shanghai Composite Index closed at 3916.23, up 0.1%, while the Shenzhen Component Index closed at 13086.41, down 0.25% [1] Stock Performance - Notable stock performances include: - Tianfulong (603406) rose by 3.38% to close at 50.50, with a trading volume of 83,400 shares and a turnover of 416 million yuan [1] - Nanjing Chemical Fiber (600889) fell by 6.19% to close at 15.62, with a trading volume of 152,400 shares and a turnover of 243 million yuan [2] - Other stocks like Huafeng Chemical (002064) and Xin Fengming (603225) showed minor increases of 0.46% and 0.13%, respectively [1] Capital Flow - The chemical fiber sector saw a net outflow of 223 million yuan from main funds, while retail investors contributed a net inflow of 186 million yuan [2] - Specific stock capital flows indicate: - Xinxiang Chemical Fiber (000949) had a main fund net inflow of 15.34 million yuan but a net outflow from retail investors of 17.45 million yuan [3] - Huafeng Chemical (002064) experienced a main fund net inflow of 11.19 million yuan, with retail investors showing a net inflow of 11.56 million yuan [3]

Core Viewpoint - Nanjing Chemical Fiber's major asset swap plan, initially celebrated in the market, is now revealing significant issues as new transaction reports disclose the underlying problems with the injected assets and the company's financial health [1][2][5]. Company Overview - Nanjing Chemical Fiber, a long-established viscose staple fiber enterprise, has been struggling with continuous losses over the past seven years, exacerbated by industry cyclicality, tightening environmental regulations, and rising raw material costs [2][3]. - The company reported a 55.42% year-on-year decline in revenue for the first half of 2025, with a historical low gross margin of -25.84% and a rising debt ratio of 76.25% [2][3]. Asset Swap Details - The asset swap involves Nanjing Chemical Fiber divesting its loss-making viscose staple fiber business and acquiring Nanjing Process Equipment Manufacturing Co., which is perceived as a "quality asset" due to its association with humanoid robot components and national champion status in manufacturing [2][4]. - Nanjing Process Equipment's revenue for the first five months of 2025 is projected at 202 million yuan, with net profit after deducting non-recurring items at 16.99 million yuan, indicating stagnant performance over the past three years [6][8]. Financial Performance - Nanjing Process Equipment's main products, including ball screw assemblies, have seen a revenue share increase from 46.92% in 2023 to 54.56% in 2025, while the gross margin has been declining due to intensified market competition [6][9]. - The gross margin for the main business dropped from 34.10% in 2023 to 30.46% in the first five months of 2025, attributed to aggressive pricing strategies to maintain market share [8][9]. Customer Concerns - A significant concern arises from Nanjing Process Equipment's largest customer, Qingdao Jiayue Electromechanical Co., which reported zero insured employees despite being a major client, raising suspicions about the legitimacy of sales figures [10][12][14]. - The sales amount to Jiayue Electromechanical nearly doubled in 2024 compared to 2023, yet the company reported a drastic reduction in its workforce, indicating potential issues with the reliability of reported sales data [10][12][14]. Valuation Issues - The valuation of Nanjing Process Equipment has surged by 70% over 27 months, raising questions about the rationale behind such an increase, especially given the stagnant performance of the company [15][16]. - The asset valuation for the swap is set at 1.607 billion yuan, while the divested assets from Nanjing Chemical Fiber are valued at 729 million yuan, highlighting a significant disparity in perceived value [16][19]. Regulatory Status - The major asset swap is still under review and requires approval from shareholders and regulatory bodies, with preliminary approval from the Jiangsu Provincial State-owned Assets Supervision and Administration Commission [19].

Market Overview - The chemical fiber sector experienced a decline of 1.72% on October 13, with Baogudi leading the drop [1] - The Shanghai Composite Index closed at 3889.5, down 0.19%, while the Shenzhen Component Index closed at 13231.47, down 0.93% [1] Stock Performance - Notable gainers in the chemical fiber sector included: - Zhongfu Shenying (688295) with a closing price of 28.58, up 3.33% [1] - Hengtian Hailong (000677) at 5.17, up 3.19% [1] - Hengshen New Materials (000782) at 6.16, up 3.18% [1] - Major decliners included: - Baogudi (300905) at 37.83, down 5.07% [2] - Leixiu Chemical (002064) at 9.17, down 4.97% [2] - Xin Fengming (603225) at 16.16, down 4.21% [2] Capital Flow - The chemical fiber sector saw a net outflow of 63.995 million yuan from institutional investors, while retail investors contributed a net inflow of 124 million yuan [2] - The capital flow for specific stocks showed: - Xin Fengming (603225) with a net outflow of 29.5311 million yuan from institutional investors [3] - Tianfulong (603406) had a net inflow of 22.1812 million yuan from institutional investors [3] - Wanhui High-tech (600063) recorded a net inflow of 18.8015 million yuan from retail investors [3]

Core Viewpoint - Nanjing Chemical Fiber Co., Ltd. has responded to the Shanghai Stock Exchange's inquiry regarding its major asset restructuring, focusing on asset evaluation, income from incoming assets, major customers, suppliers, and gross margin issues [1] Group 1: Asset Disposal - The company has reported continuous negative net profits over the past three years, with impairment losses totaling 32.6 million, 77.3 million, and 26.6 million respectively [2] - The disposed assets were evaluated using the asset-based approach, with a book value of 557.4 million and an assessed value of 729.3 million, primarily due to the appreciation of land use rights in Nanjing Liuhe [2] - Significant impairment provisions were made for inventory, fixed assets, construction in progress, intangible assets, and contract assets, with inventory impairment being particularly notable due to market price fluctuations [2][3] Group 2: Asset Acquisition - The main product of Nanjing Technology is rolling functional components, with stable revenue growth in the CNC machine tool sector attributed to new customer development and enhanced core competitiveness [4] - Revenue from direct sales has decreased while revenue from trading customers has increased, reflecting the company's strategic adjustments to market changes [4][5] - The company maintains stable customer cooperation due to the high customization of its products, with a product lifespan of over 10 years, ensuring sustainable partnerships [4][6] Group 3: Revenue Recognition and Customer Management - The company's revenue recognition policy aligns with accounting standards, confirming revenue when customers obtain control of the goods [5] - The top five customers have a long history of cooperation, with a high proportion of revenue coming from customers with over three years of partnership [6] - Different sales models exhibit varying gross margins, with direct sales targeting the mid-to-high-end market and trading models offering lower margins to encourage market expansion [6][7] Group 4: Procurement and Gross Margin Analysis - The company primarily procures steel and outsourced processing services, with procurement prices reflecting market trends and being determined through fair bidding processes [7] - The gross margin of the main business has slightly declined due to changes in unit selling prices and costs, with some products experiencing price reductions to increase market share [7] - Compared to industry peers, the company's gross margin remains higher due to high product customization, customer structure differences, and varying product value [7][8]

Core Viewpoint - Jiangsu Huaxin Asset Appraisal Co., Ltd. responded to the Shanghai Stock Exchange's inquiry regarding Nanjing Chemical Fiber Co., Ltd.'s major asset restructuring, detailing the evaluation of assets involved in the transaction [1] Group 1: Asset Evaluation Details - Nanjing Chemical Fiber's disposed assets have shown negative net profits over the last three years, with impairment provisions totaling 32.5954 million, 77.298 million, and 266.2183 million respectively [1] - The disposed assets were evaluated using the asset-based approach, with a book value of 557.3825 million and an assessed value of 729.2712 million, primarily due to the appreciation of land use rights in Nanjing Liuhe [1] - The assessment of Shanghai Yueke indicated a significant impairment of 153.6224 million [1] Group 2: Shanghai Yueke's Business Performance - Shanghai Yueke, specializing in PET structural core materials and mold manufacturing, has seen a decline in performance since 2020 due to the withdrawal of national subsidies for wind power, leading to a drop in revenue from 234.3315 million in 2020 to 49.7120 million in 2024, and a net profit decline from 58.7915 million to -75.8848 million [2] - The significant difference in the assessment value compared to previous evaluations is attributed to changes in the industry environment and decreased competitiveness of PET structural core materials [2] Group 3: Nanjing Craft's Asset Evaluation - Nanjing Craft's assets were evaluated using both the income and asset-based approaches, ultimately adopting the asset-based approach with a valuation of 1.6066757 billion [2] - The income approach was not selected due to the high customization of Nanjing Craft's products, making future revenue and profit margins difficult to predict [2] Group 4: Rental Property Evaluation - The property at No. 329 Mochou Road, rented by Nanjing Craft, was evaluated using the income approach, with a lease agreement extending to December 31, 2034 [2][3] - The evaluation included reasonable predictions for gross income parameters and rental growth rates from 2036 to 2054 [2] Group 5: Shareholder Approval and Future Implications - The transaction plan has been approved by the company's second extraordinary general meeting in 2025, with careful consideration of minority investors' opinions [3] - The evaluation of this major asset restructuring is significant for Nanjing Chemical Fiber's future development and the protection of minority investors' interests, warranting ongoing attention [3]