证券代码：603880 证券简称：南卫股份 公告编号：2025-025 江苏南方卫材医药股份有限公司 第四届董事会第二十二次会议决议公告 本公司及董事会全体成员保证公告内容真实、准确和完整，并对公告中的 虚假记载、误导性陈述或者重大遗漏承担责任。 一、董事会会议召开情况 二、董事会会议审议情况 经与会董事认真审议，审议通过如下议案： 1、审议通过《关于董事会换届选举暨提名第五届董事会非独立董事候选人 的议案》 公司第四届董事会任期已届满，根据《公司法》和《公司章程》的有关规定， 经公司董事会提名委员会资格审查，公司董事会提名何凌峰先生、许林晔女士、 许晓先生为公司第五届董事会非独立董事候选人，经股东会选举后任职，任期三 年。 该议案在提交公司董事会审议前已经公司董事会提名委员会 2025 年第二次 会议审议通过。 江苏南方卫材医药股份有限公司（以下简称"公司"）第四届董事会第二十二 次会议于 2025 年 12 月 9 日在公司会议室举行，本次会议采取现场表决与通讯表 决结合的方式召开。会议由李平先生主持，本次会议应参加董事 6 名，实际参加 董事 6 名，参会董事同意豁免会议通知时间要求。本次会议的通知、召 ...

Group 1 - The consumer electronics sector has seen a significant rise, with the sector index increasing by over 5% as of the report date [1] - Several companies within the sector have reached their daily limit up, including Yunzhong Technology, Spring Autumn Electronics, Furi Electronics, and Huiwei Technology [3] - Notable stock performances include Yunzhong Technology with a 19.99% increase, Yingshi Innovation at 11.84%, and Zhihui Power at 10.58% [4] Group 2 - Huawei has officially launched the new Mate80 and Mate80 Pro series, which will feature the HarmonyOS 6 operating system and will be available for sale starting November 28 [4]

Core Viewpoint - Nanjing South Medical Co., Ltd. (南卫股份) experienced a stock price decline of 2.11% on November 11, with a current price of 6.95 CNY per share, reflecting a total market capitalization of 2.009 billion CNY [1] Group 1: Stock Performance - The stock has increased by 59.77% year-to-date, with a 1.61% rise over the last five trading days and a 13.01% increase over the last 20 days, while it has decreased by 0.86% over the last 60 days [1] - As of September 30, the number of shareholders decreased by 16.70% to 12,000, while the average circulating shares per person increased by 20.05% to 23,992 shares [2] Group 2: Financial Performance - For the period from January to September 2025, the company reported a revenue of 447 million CNY, a year-on-year decrease of 1.70%, and a net profit attributable to shareholders of -24.93 million CNY, representing a significant year-on-year decline of 87.25% [2] - Cumulatively, the company has distributed 77.52 million CNY in dividends since its A-share listing, with no dividends paid in the last three years [3] Group 3: Business Overview - Nanjing South Medical Co., Ltd. specializes in the research, production, and sales of transdermal products, medical adhesive tapes, bandages, sports protection products, first aid kits, and nursing products [1] - The main revenue sources are as follows: adhesive bandages (39.59%), protective products (28.11%), adhesive tapes and bandages (22.54%), dressings (5.01%), first aid kits (2.63%), others (1.71%), and topical agents (0.40%) [1]

Core Viewpoint - The article discusses the penalties imposed on *ST Jintai (金力泰) and Nanwei Co., Ltd. (南卫股份) due to failures in timely financial disclosures and issues related to internal control audits, highlighting the importance of independent auditing in identifying financial risks and enhancing corporate governance [1][2][6]. Group 1: Penalties and Auditing Issues - *ST Jintai was fined 4.6 million yuan due to the failure to disclose its 2024 annual report on time, with three executives involved [1][2]. - The audit firm Zhongxinghua issued a "disclaimer of opinion" on *ST Jintai's 2024 annual report, indicating significant issues with the company's internal controls [1][3]. - Nanwei Co., Ltd. also faced penalties related to its internal control audit, with the audit firm Tianheng issuing a negative opinion on its 2022 internal control report [4][5]. Group 2: Financial Irregularities - The audit report for *ST Jintai revealed that the company transferred 9.31 billion yuan to related trade partners, with a similar amount returned, raising concerns about potential fund misappropriation [2][3]. - Nanwei Co., Ltd. was found to have significant non-operational fund occupation issues, with 43.35 million yuan identified as funds occupied by its actual controller and related entities [5]. Group 3: Role of Auditors - Experts emphasize the critical role of independent auditors in identifying financial risks and enhancing the quality of information disclosure, which is essential for corporate governance [6]. - The independence and professional judgment of audit firms are crucial in maintaining market integrity and ensuring that companies address financial irregularities [6].

Group 1 - The stock price of Nanwei Co., Ltd. (603880) closed at 6.99 yuan on November 7, 2025, representing a 5.43% increase from the previous week's closing price of 6.63 yuan [1] - The highest intraday price reached 7.08 yuan on November 5, 2025, while the lowest intraday price was 6.62 yuan on November 3, 2025 [1] - The current total market capitalization of Nanwei Co., Ltd. is 2.02 billion yuan, ranking 124th out of 126 in the medical device sector and 5087th out of 5166 in the A-share market [1] Group 2 - The controlling shareholder and actual controller of Nanwei Co., Ltd., Li Ping, and former financial director, Xiang Qinhua, received administrative penalties from the China Securities Regulatory Commission (CSRC) for insider trading [2] - Li Ping sold 8.184 million shares of Nanwei Co., Ltd. during the sensitive period from March 1 to April 28, 2023, avoiding losses of 11,776,667.59 yuan, and was fined 35,330,002.77 yuan [2][3] - Xiang Qinhua sold 54,000 shares during the same sensitive period, avoiding losses of 101,675.47 yuan, and was fined 1,500,000.00 yuan [2][3] - The sensitive period for the insider information was identified as March 1 to April 28, 2023, related to a confirmed fund occupation issue [3]

Core Points - A significant regulatory battle has concluded with the Jiangsu Securities Regulatory Bureau imposing fines totaling nearly 50 million yuan on the chairman and CFO of Nanwei Co., Ltd. for insider trading [2] - The incident began in late 2022 when Tianheng Accounting Firm discovered substantial fund misappropriation in the "construction in progress" account of Nanwei Co., Ltd. [2] - Despite the company's non-cooperation, the audit team persisted, leading to the chairman selling 8.18 million shares for approximately 48 million yuan during a sensitive information period, avoiding losses of 11.77 million yuan [2] - The audit firm issued a negative opinion report, which resulted in Nanwei Co., Ltd. being classified as "ST" (special treatment) and provided crucial evidence for the regulatory investigation into insider trading [2] - The final penalties included over 47.1 million yuan for the chairman and 1.5 million yuan for the CFO, highlighting a strict regulatory stance against insider trading [2][3] Summary by Sections - **Regulatory Actions** - The Jiangsu Securities Regulatory Bureau imposed fines of nearly 50 million yuan on the chairman and CFO of Nanwei Co., Ltd. for insider trading [2] - The chairman faced a penalty of over 47.1 million yuan, while the CFO was fined 1.5 million yuan [2][3] - **Audit Findings** - Tianheng Accounting Firm identified significant fund misappropriation in the company's "construction in progress" account [2] - The audit team maintained pressure despite the company's lack of cooperation, leading to critical findings [2] - **Insider Trading Details** - The chairman sold 8.18 million shares for approximately 48 million yuan during a sensitive period, avoiding losses of 11.77 million yuan [2] - The CFO also engaged in similar trading activities during this period [2] - **Consequences and Implications** - The issuance of a negative opinion report by the audit firm led to the company being classified as "ST" and provided key evidence for regulatory actions [2] - The case sends a clear "zero tolerance" message against the exploitation of information advantages to harm investors [3]

Core Viewpoint - The case of Nanwei Co., Ltd. highlights the increasing regulatory scrutiny and the critical role of independent auditing firms in curbing insider trading and financial misconduct in the capital market [1][3][11]. Group 1: Regulatory Actions and Consequences - Nanwei Co., Ltd.'s chairman Li Ping and CFO Xiang Qinhua were fined nearly 50 million yuan for insider trading, marking a significant regulatory action [1][9]. - The regulatory body, Jiangsu Securities Regulatory Bureau, emphasized a "zero tolerance" policy towards insider trading, as demonstrated by the severe penalties imposed on the executives involved [9][11]. - Li Ping sold 8.184 million shares, avoiding losses of approximately 11.77 million yuan, while Xiang Qinhua also engaged in stock sales during the sensitive period [9][10]. Group 2: Audit Firm's Role - Tianheng Accounting Firm identified irregularities in the "construction in progress" account during their audit, leading to a confrontation with Nanwei Co., Ltd. management [2][5]. - The audit firm maintained a firm stance, ultimately issuing a negative opinion report that triggered regulatory scrutiny and resulted in the company's stock being marked as ST (special treatment) [7][11]. - The case illustrates the evolving role of audit firms as essential gatekeepers in the capital market, reinforcing their independence and professional integrity [3][16]. Group 3: Industry Implications - The incident reflects a broader trend in the industry where regulatory pressures are driving audit firms to enhance their internal controls and risk management practices [12][14]. - Audit firms are increasingly adopting advanced technologies, such as big data and AI, to improve their ability to detect financial irregularities and ensure compliance [15][16]. - The case serves as a warning to other companies about the consequences of exploiting insider information, reinforcing the need for transparency and accountability in corporate governance [11][16].

Core Viewpoint - The case of Nanwei Co., Ltd. highlights the increasing regulatory scrutiny and the critical role of auditing firms in preventing insider trading and financial misconduct, emphasizing a "zero tolerance" approach in the capital market [1][5][7]. Group 1: Regulatory Actions and Consequences - Nanwei's chairman Li Ping and CFO Xiang Qinhua were fined nearly 50 million yuan for insider trading, marking a significant regulatory action following a two-year investigation [1][5]. - The investigation was triggered by Tianheng Accounting Firm's discovery of suspicious fund usage in the "construction in progress" account, leading to a denial opinion report that resulted in Nanwei's stock being marked as ST (special treatment) [1][4][5]. - Li Ping sold 8.184 million shares, avoiding losses of approximately 11.77 million yuan, while Xiang Qinhua also sold shares during the sensitive period [3][5][6]. Group 2: Auditing Firm's Role - Tianheng's audit team identified irregularities and maintained a firm stance against Nanwei's management, ultimately leading to the issuance of a negative audit opinion [2][3][4]. - The audit firm’s refusal to compromise and its insistence on professional integrity played a crucial role in uncovering the insider trading activities [5][10]. - The case illustrates that auditing firms are no longer mere rubber stamps but are essential in enforcing compliance and protecting investor interests [5][10]. Group 3: Industry Implications - The case reflects a broader trend in regulatory practices, emphasizing the importance of strict oversight and accountability for both companies and their executives [7][8]. - The regulatory environment has shifted towards a dual penalty system, where both the company and responsible individuals face consequences for violations, increasing the cost of non-compliance [8][9]. - The industry is undergoing a transformation, with auditing firms enhancing their internal controls and risk management practices to adapt to the stringent regulatory landscape [9][10].

Core Viewpoint - The article highlights the critical role of Tianheng Accounting Firm as an independent third-party auditor in maintaining the integrity of the capital market, particularly through its refusal to alter a negative internal control audit report for Nanwei Co., which led to significant consequences for the company [1][2]. Group 1: Tianheng's Actions and Impact - Tianheng Accounting Firm issued a negative opinion on Nanwei Co.'s internal control audit report for the year 2022, which resulted in the company's stock being subjected to risk warnings and suspension [1]. - The firm identified significant deficiencies in Nanwei Co.'s internal controls, which failed to prevent or timely detect non-compliance issues related to the misuse of non-operational funds [1][2]. - Tianheng's refusal to modify the audit conclusion, despite pressure from Nanwei Co.'s management, underscores the importance of auditor independence and professional integrity in the auditing process [2]. Group 2: Role of Auditors in Capital Markets - Accounting firms serve as independent entities that provide essential auditing services, verifying financial information and influencing investor decisions and market order [2]. - Tianheng's thorough examination of Nanwei Co.'s financial records and internal documents allowed it to uncover risks associated with fund misappropriation, thereby signaling financial risks to the market [2]. - The article advocates for more firms like Tianheng that uphold professional ethics and independence, emphasizing their role as guardians of the capital market [2].

Group 1 - The core viewpoint of the articles highlights the critical role of Tianheng Accounting Firm as an independent third-party auditor in maintaining the integrity of the capital market by refusing to alter its negative opinion in the internal control audit report of Nanwei Co., Ltd [1][2] - In early 2023, the China Securities Regulatory Commission disclosed an administrative penalty against Nanwei Co., Ltd's actual controller, Li Ping, due to non-operational fund occupation issues, leading Tianheng to issue a negative internal control audit report for the year 2022, resulting in the company's stock being placed under risk warning and suspension [1] - Tianheng identified significant deficiencies in Nanwei's internal controls, which failed to prevent or timely detect and correct the violations, thus demonstrating the importance of independent audits in signaling financial risks to the market [2] Group 2 - Tianheng's commitment to professional integrity and independence is emphasized, showcasing the necessity for such qualities in intermediary institutions to ensure the healthy operation of the capital market [2] - The firm conducted thorough examinations of Nanwei's accounting records, bank statements, and internal approval documents to identify abnormal fund flows, thereby providing essential information for market participants and regulatory bodies [2] - The article advocates for more firms like Tianheng to act as reliable guardians of the capital market, reinforcing the need for professionalism, neutrality, and adherence to ethical standards in the auditing industry [2]