证券代码：605081 证券简称：*ST 太和 公告编号：2025-056 上海太和水科技发展股份有限公司 2025年第三次临时股东会决议公告 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。 重要内容提示： 本次会议是否有否决议案：无 一、 会议召开和出席情况 (一)股东会召开的时间：2025 年 7 月 15 日 (二)股东会召开的地点：上海市青浦区蟠龙路 899 弄兰韵文化中心公司会议室 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： 1、 议案名称：关于首次公开发行股票部分募投项目终止并将剩余募集资金永久 补充流动资金及注销专户的议案 审议结果：通过 | 表决情况： | | --- | | 股东类型 | 同意 | | 反对 | | 弃权 | | | --- | --- | --- | --- | --- | --- | --- | | | 票数 | 比例（%） | 票数 | 比例 | 票数 | 比例 | | | | | | （%） | | （%） | | A 股 | 23,483,799 | 98. ...

Core Viewpoint - The Shanghai and Shenzhen Stock Exchanges plan to adjust the price fluctuation limit for risk warning stocks from 5% to 10%, aiming to enhance pricing efficiency in the market [2][9]. Group 1: Risk Warning Stocks - Risk warning stocks include "*ST" and "ST" stocks, which are subject to trading restrictions due to financial irregularities that may lead to forced delisting [2]. - As of July 2, there are 99 "*ST" stocks and 74 "ST" stocks in the main boards of the Shanghai and Shenzhen markets [2]. - "*ST" stocks have a higher risk of delisting compared to "ST" stocks, with most stocks that were forcibly delisted this year being "*ST" stocks [2]. Group 2: Stock Performance - Stocks that received a "*ST" designation often experience significant price declines prior to delisting, with examples showing price drops between 75% and 92% in the year leading up to their delisting [2]. - For instance, after being designated as "*ST", Taihe Water's stock price fell by 20% in the month prior to the announcement and dropped 9.54% on the announcement day [3]. - Highong Co. transitioned from "ST" to "*ST" in April 2024, with its stock price declining by 48% over the year and an additional 9% from the beginning of the year to July 2 [4]. Group 3: Market Implications - The adjustment of the fluctuation limit to 10% means that if a company's fundamentals improve, its stock price can rise more quickly, and conversely, if the fundamentals worsen, the stock price can fall rapidly, potentially leading to faster delisting [9]. - Experts advise that ordinary investors should avoid "*ST" and "ST" stocks due to their inherent risks and historical performance trends [9].

Group 1 - The company expects a net profit attributable to shareholders of the parent company for the first half of 2025 to be between -38.5 million and -56.7 million yuan [1] - The expected net profit attributable to shareholders of the parent company, after deducting non-recurring gains and losses, is projected to be between -34.1 million and -51 million yuan [1] - The financial data in this performance forecast has not been audited by a registered accountant [1] Group 2 - In the same period last year, the total profit was -19.78 million yuan, with a net profit attributable to shareholders of the parent company at -19.96 million yuan [2] - The net profit attributable to shareholders of the parent company, after deducting non-recurring gains and losses, was -18.3 million yuan [2] - The earnings per share for the previous year was -0.18 yuan [2] Group 3 - The primary reason for the expected loss in the first half of 2025 is a decline in operating income, influenced by the macroeconomic environment and a decrease in overall demand in the water environment governance industry [2] - The company has seen a reduction in new order amounts due to intensified competition in the water environment governance industry, which has compressed project profit margins [2]

[Current Period Performance Forecast](index=1&type=section&id=%E4%B8%80%E3%80%81%E6%9C%AC%E6%9C%9F%E4%B8%9A%E7%BB%A9%E9%A2%84%E5%91%8A%E6%83%85%E5%86%B5) The company anticipates a net loss for H1 2025, with attributable net profit estimated between **RMB -38.5 million and RMB -56.7 million**, based on preliminary unaudited figures [Performance Forecast Period](index=1&type=section&id=%EF%BC%88%E4%B8%80%EF%BC%89%E4%B8%9A%E7%BB%A9%E9%A2%84%E5%91%8A%E6%9C%9F%E9%97%B4) This performance forecast covers the financial period from January 1 to June 30, 2025 - The performance forecast covers the first half of 2025 (January 1 to June 30)[4](index=4&type=chunk) [Performance Forecast Details](index=1&type=section&id=%EF%BC%88%E4%BA%8C%EF%BC%89%E4%B8%9A%E7%BB%A9%E9%A2%84%E5%91%8A%E6%83%85%E5%86%B5) Preliminary estimates indicate a net loss attributable to shareholders between **RMB 38.5 million and RMB 56.7 million** for H1 2025 2025 Half-Year Performance Forecast | Financial Metric (RMB) | Estimated Amount | | :--- | :--- | | Net Profit Attributable to Shareholders | -38.5 million to -56.7 million | | Net Profit After Non-Recurring Items | -34.1 million to -51.0 million | [Audit Status](index=1&type=section&id=%EF%BC%88%E4%B8%89%EF%BC%89%E6%9C%AC%E6%AC%A1%E4%B8%9A%E7%BB%A9%E9%A2%84%E5%91%8A%E6%89%80%E6%B6%89%E5%8F%8A%E7%9A%84%E8%B4%A2%E5%8A%A1%E6%95%B0%E6%8D%AE%E6%9C%AA%E7%BB%8F%E6%B3%A8%E5%86%8C%E4%BC%9A%E8%AE%A1%E5%B8%88%E5%AE%A1%E8%AE%A1) The financial data presented in this performance forecast are preliminary and unaudited by a certified public accountant - The financial data in this performance forecast are unaudited by a certified public accountant[5](index=5&type=chunk) [Prior Period Operating Performance](index=2&type=section&id=%E4%BA%8C%E3%80%81%E4%B8%8A%E5%B9%B4%E5%90%8C%E6%9C%9F%E7%BB%8F%E8%90%A5%E4%B8%9A%E7%BB%A9%E5%92%8C%E8%B4%A2%E5%8A%A1%E7%8A%B6%E5%86%B5) In H1 2024, the company reported a net loss attributable to shareholders of **RMB 19.96 million**, with the projected H1 2025 loss significantly widening 2024 Half-Year Performance Review | Financial Metric (H1 2024) | Amount (RMB) | | :--- | :--- | | Net Profit Attributable to Shareholders | -19.96 million | | Net Profit After Non-Recurring Items | -18.30 million | | Earnings Per Share | -0.18 | - Compared to the prior year, the company's projected loss for H1 2025 is expected to significantly widen[3](index=3&type=chunk)[6](index=6&type=chunk) [Primary Reasons for Current Period Loss Forecast](index=2&type=section&id=%E4%B8%89%E3%80%81%E6%9C%AC%E6%9C%9F%E4%B8%9A%E7%BB%A9%E9%A2%84%E4%BA%8F%E7%9A%84%E4%B8%BB%E8%A6%81%E5%8E%9F%E5%9B%A0) The projected loss is primarily due to reduced new orders from a weak macro economy and declining demand in the water environment sector, coupled with intensified competition compressing profit margins - The projected loss is attributed to multiple factors: - **Revenue Impact**: Decreased new order value and lower operating revenue due to a challenging macroeconomic environment and reduced overall demand in the water environment governance sector - **Profit Impact**: Intensified competition in the water environment governance industry has compressed project profit margins, leading to a decline in profitability[8](index=8&type=chunk) [Risk Warning](index=2&type=section&id=%E5%9B%9B%E3%80%81%E9%A3%8E%E9%99%A9%E6%8F%90%E7%A4%BA) The company emphasizes that this performance forecast is a preliminary, unaudited estimate, and the final results may differ - This performance forecast is a preliminary estimate by the finance department, unaudited by a certified public accountant, and final figures may change[9](index=9&type=chunk) [Other Explanatory Matters](index=2&type=section&id=%E4%BA%94%E3%80%81%E5%85%B6%E4%BB%96%E8%AF%B4%E6%98%8E%E4%BA%8B%E9%A1%B9) Investors are advised that definitive financial data will be based on the official 2025 half-year report, and investment risks should be considered - The final accurate financial data will be subject to the company's officially disclosed 2025 half-year report, and investors are reminded to be aware of investment risks[10](index=10&type=chunk)

Core Viewpoint - The company, Shanghai Taihe Water Technology Development Co., Ltd., has received a regulatory letter from the Shanghai Stock Exchange regarding its 2024 annual report disclosure, highlighting significant revenue declines and the need for further clarification on revenue adjustments related to uncompleted projects [1][2]. Revenue Adjustments - The company's revenue from the ecological protection and environmental governance sector was reported at 60.94 million yuan, a year-on-year decrease of 63.28%, with a gross margin of -31.48% compared to 3.66% in the previous year [1]. - The decline in performance is attributed to the company's efforts to accelerate cash collection, leading to revenue adjustments for certain projects, although specific deduction amounts were not disclosed [1][2]. - The company is required to provide detailed disclosures regarding the revenue deductions for uncompleted projects, including project names, deduction amounts, corresponding contract amounts, and previous years' recognized revenues and costs [2]. Specific Project Revenue Deductions - The company has detailed several projects with their respective contract amounts and revenue deductions: - Qingpu District River Improvement Project: Contract amount of 12 million yuan, revenue deduction of 1.62 million yuan [3]. - Jiangxi Fuzhou Reservoir Water Quality Deterioration Prevention Project: Contract amount of 3.39 million yuan, revenue deduction of 0.44 million yuan [4]. - Panxi River Basin Water Environment Comprehensive Improvement Project: Contract amount of 7.87 million yuan, revenue deduction of 0.39 million yuan [4]. - Tianchang City Copper Dragon River Improvement Project: Contract amount of 9.58 million yuan, revenue deduction of 1.48 million yuan [5]. - Mingguang City Wetland Park Ecological Restoration Project: Contract amount of 23.81 million yuan, revenue deduction of 2.52 million yuan [5]. Goodwill Impairment - The company reported a goodwill impairment of 29.33 million yuan for 2024, with 14.52 million yuan attributed to Heilongjiang Haihe Beverage Co., Ltd. This is a significant increase from the 2.47 million yuan impairment recorded in 2023 [11][12]. - The company is required to disclose the financial data of Haihe Beverage for the past three years and the specifics of the goodwill impairment calculation process [12][14]. Financial Performance of Haihe Beverage - The financial performance of Haihe Beverage for the past three years is as follows: - 2024: Revenue of 22.43 million yuan, net profit of 2.69 million yuan [14]. - 2023: Revenue of 18.55 million yuan, net profit of 2.99 million yuan [14]. - 2022: Revenue of 13.06 million yuan, net profit of 1.74 million yuan [14]. - The company has not yet obtained an audit report for Haihe Beverage, and the completion of performance commitments is contingent upon an audit by a recognized accounting firm [14][15]. Revenue Recognition and Accounting Standards - The company follows the revenue recognition principles outlined in the Accounting Standards for Enterprises, confirming revenue based on the progress of performance obligations [7][9]. - The company has established internal controls to ensure the accuracy of estimated total revenue and costs, and it does not engage in practices that would prematurely or delayed revenue recognition [9][10].

关于对上海太和水科技发展股份有限公司 2024 年年报监管工作函的专项说明 目录 一、监管工作函回复………………………………………（1-36） 希格玛会计师事务所（特殊普通合伙） X i g e m a C p a s ( S p e c i a l G e n e r a l P a r t n e r s h i p ) 关于对上海太和水科技发展股份有限公司 2024 年年度报告监管工作函的专项说明 上海证券交易所： 贵所《关于对上海太和水科技发展股份有限公司 2024 年年度报告的信息披 露监管工作函》（上证公函〔2025〕第 0868 号，以下简称"监管工作函"）已 收悉，希格玛会计师事务所（特殊普通合伙）作为上海太和水科技发展股份有 限公司（以下简称"太和水"或"公司"）2024 年度财务报表审计机构，对监 管工作函中需要会计师发表意见的相关财务问题进行了核查，现将核查情况和 意见回复如下：（注：本回复下列表式数据中的金额单位，除非特别注明外均 为人民币元） 问题一、关于营业收入结算扣减。年报及相关公告显示，公司生态保护和 环境治理行业营业收入为 6,093.97 万元，同比减少 63.28%，毛利 ...

证券代码：605081 证券简称：*ST 太和 公告编号：2025-054 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。 上海太和水科技发展股份有限公司（以下简称"公司"或"太和水"）近日收 到上海证券交易所发出的《关于对上海太和水科技发展股份有限公司2024年年 度报告的信息披露监管工作函》（上证公函〔2025〕第0868号，以下简称"监 管工作函"），公司收到上述《监管工作函》后高度重视，并已会同相关中介 机构对《监管工作函》有关问题进行了认真分析、逐项落实，现就有关事项回 复如下： 本回复下列表式数据中的金额单位，除非特别注明外均为人民币元。 问题一、关于营业收入结算扣减。年报及相关公告显示，公司生态保护和 环境治理行业营业收入为 6,093.97 万元，同比减少 63.28%，毛利率为-31.48%， 去年同期毛利率为 3.66%。公司表示，业绩下滑原因之一为公司为加速回款， 对部分项目收入进行结算扣减，并对未结算的项目进行全面检查和评估，调减 部分未结算项目的收入，但未披露具体扣减金额。 请公司补充披露：（1）20 ...

Group 1 - The stock price of Taihe Water (605081.SH) fell by 2.02% to 12.15 yuan as of the market close on July 11, 2023 [1] - Taihe Water announced that due to negative net profits for the fiscal year 2024, its stock will be subject to delisting risk warning starting April 29, 2025, with the A-share abbreviation changing to *ST Taihe [1] - The company was listed on the Shanghai Stock Exchange on February 9, 2021, with an initial issuance of 19.53 million shares at a price of 43.30 yuan per share [1] Group 2 - On its first trading day, Taihe Water reached a peak stock price of 62.35 yuan but has since been in a state of decline, currently trading below its initial offering price [1] - The total amount raised from the initial public offering (IPO) was 845.649 million yuan, with a net amount of 778.1094 million yuan after expenses [1] - The total issuance costs for the IPO were 67.5396 million yuan, with 52.3725 million yuan paid to the underwriting and sponsorship firm, Zhongyuan Securities [2] Group 3 - On May 26, 2022, Taihe Water announced a cash dividend of 1 yuan per share and a capital reserve increase of 0.45 shares per share, resulting in a total distribution of 78.1014 million yuan in cash and an increase of 35.1456 million shares [2] - After the dividend distribution, the total share capital increased to 113.247072 million shares [2]

Core Viewpoint - The company plans to terminate part of the fundraising projects from its initial public offering and permanently supplement the remaining funds of 83.41 million yuan into working capital, which will be used for daily operations and business development [5][6][12]. Group 1: Meeting Procedures - The company has established rules for the shareholder meeting to ensure order and protect shareholder rights, allowing only authorized personnel to attend [1][2]. - Shareholders have the right to speak, inquire, and vote, with specific time limits for discussions and questions [2][3]. - The meeting will be conducted with a combination of on-site and online voting, and results will be announced post-meeting [3][4]. Group 2: Fundraising Project Overview - The company raised a total of 845.65 million yuan from its initial public offering, with a net amount of 796.11 million yuan after deducting underwriting fees and other expenses [6][7]. - The remaining funds of 83.41 million yuan (including interest) will be used to support the company's daily operations after terminating the "Headquarters Operation Center and Information Technology Construction Project" [5][9]. Group 3: Reasons for Project Termination - The decision to terminate the project was influenced by various factors, including macroeconomic conditions and changes in industry demand, leading to reduced investment needs in the water environment governance sector [9][12]. - The company aims to optimize resource allocation and improve the efficiency of fund usage by reallocating the remaining funds to meet operational needs [12][13]. Group 4: Future Plans and Utilization of Funds - The remaining funds will primarily be used for employee salaries and operational expenses, with monthly fixed costs exceeding 5 million yuan [12]. - Additional investments are planned for ongoing projects to achieve expected revenues and mitigate losses, with estimated needs exceeding 20 million yuan [12]. - The company is also expanding into new business areas, which will further increase the demand for working capital [12].

2025 年第三次临时股东会会议资料 | 2025 年第三次临时股东会须知 | | 1 | | --- | --- | --- | | 2025 年第三次临时股东会会议议程 | | 3 | | 议案一：关于首次公开发行股票部分募投项目终止并将剩余募集资金永久补充流动资 | | | | 金及注销专户的议案 | | 4 | 2025 年第三次临时股东会会议资料 上海太和水科技发展股份有限公司 2025 年第三次临时股东会须知 证券代码：605081 证券简称：*ST太和 上海太和水科技发展股份有限公司 2025 年第三次临时股东会会议资料 2025 年 7 月 2025 年第三次临时股东会会议资料 重要提示： 为维护全体股东的合法权益，确保上海太和水科技发展股份有限公司（以下 简称"公司"）2025 年第三次临时股东会的正常秩序和议事效率，根据《中华 人民共和国公司法》、《上海证券交易所股票上市规则》、《上市公司股东会规 则》、《上海太和水科技发展股份有限公司章程》等相关规定，制定会议须知如 下： 一、为保证股东会的严肃性和正常秩序，切实维护与会股东（包括股东代理 人，下同）的合法权益，除出席会议的股东、公司董事 ...