股票交易异常波动公告 本公司及董事会全体成员保证信息披露的内容真实、准确和完整，没有 虚假记载、误导性陈述或重大遗漏。 证券代码：002564 证券简称：天沃科技 公告编号：2025-038 苏州天沃科技股份有限公司 5. 股票异常波动期间未发生公司控股股东、实际控制人买卖公司股票的行 为。 三、是否存在应披露而未披露信息的说明 本公司董事会确认，本公司目前没有任何根据《深圳证券交易所股票上市规 则》等有关规定应予以披露而未披露的事项或与该事项有关的筹划、商谈、意向、 协议等；董事会也未获悉本公司有根据《深圳证券交易所股票上市规则》等有关 规定应予以披露而未披露的、对本公司股票及其衍生品种交易价格产生较大影响 的信息；公司前期披露的信息不存在需要更正、补充之处。 一、股票交易异常波动的情况介绍 公司股票交易价格连续三个交易日（2025 年 7 月 10 日、7 月 11 日、7 月 14 日）收盘价格涨幅偏离值累计超过 20%，根据深圳证券交易所的有关规定，属于 股票交易异常波动的情况。 二、公司关注、核实情况说明 针对公司股票交易异常波动，公司对有关事项进行了核查，有关情况说明如 下： 1. 公司前期披露的 ...

Group 1 - The company expects a net loss for the period from January 1, 2025, to June 30, 2025, with a projected loss of 7.4 million to 11 million yuan, compared to a profit of 15.5 million yuan in the same period last year [1] - The net profit attributable to shareholders, after deducting non-recurring gains and losses, is expected to be a loss of 29.27 million yuan, while the profit is projected to be between 1.35 million and 2 million yuan [1] - The basic earnings per share are expected to be a loss of 0.0086 to 0.0128 yuan per share, compared to a profit of 0.0181 yuan per share in the previous year [1] Group 2 - The main reasons for the expected loss include intensified competition in the chemical equipment market and underperformance of the high-end equipment business segment, particularly the subsidiary Zhanghua Machinery [1] - The company has also made provisions for expected liabilities related to claims from minority shareholders, which has contributed to the decrease in net profit attributable to shareholders [1] - Despite the overall loss, the company aims to improve cost efficiency and asset quality, achieving a turnaround in net profit after deducting non-recurring gains and losses compared to the same period last year [1]

Core Viewpoint - Tianwo Technology (002564) announced an expected net profit loss of 7.4 million to 11 million yuan in the first half of 2025 [1] Company Summary - The company anticipates a significant net profit loss for the upcoming period, indicating potential challenges in financial performance [1]

[Current Period Performance Forecast](index=1&type=section&id=I.%20Current%20Period%20Performance%20Forecast) The company anticipates a net loss attributable to shareholders for the first half of 2025, contrasting with a profit in the prior year, while net profit after deducting non-recurring gains and losses is expected to turn profitable 2025 Semi-Annual Performance Forecast | Item | Current Reporting Period (Jan 1 - Jun 30, 2025) | Prior Year Period | | :--- | :--- | :--- | | **Net Profit Attributable to Shareholders** | Loss: CNY 7.40 million – CNY 11.00 million | Profit: CNY 15.51 million | | **Net Profit After Deducting Non-Recurring Gains and Losses** | Profit: CNY 1.35 million – CNY 2.00 million | Loss: CNY 29.27 million | | **Basic Earnings Per Share** | Loss: CNY 0.0086/share – CNY 0.0128/share | Profit: CNY 0.0181/share | - The company explicitly states that this performance forecast is a preliminary estimate by its finance department and has not been audited by an accounting firm[4](index=4&type=chunk) [Explanation of Performance Changes](index=1&type=section&id=III.%20Explanation%20of%20Performance%20Changes) The company attributes the net loss to intensified competition in the chemical equipment market, leading to lower-than-expected profits from its core subsidiary Zhanghuaji, and the provision for estimated liabilities related to claims from minority shareholders, despite which non-recurring net profit turned profitable through cost reduction and efficiency improvements - The primary reasons for the net loss attributable to shareholders include intensified competition in the chemical equipment market and the provision for estimated liabilities due to minority shareholder claims[5](index=5&type=chunk) - Compared to the prior year, the company achieved a turnaround in net profit after deducting non-recurring gains and losses through cost reduction, efficiency improvements, and strengthening asset quality[5](index=5&type=chunk) [Risk Warning and Other Related Disclosures](index=1&type=section&id=IV.%20Risk%20Warning%20and%20Other%20Related%20Disclosures) The company's primary risk stems from numerous litigation claims by minority shareholders, for which accounting treatment has been applied, and investors are cautioned that this preliminary forecast may be revised if significant changes occur in these claims, with final data subject to the official semi-annual report Minority Shareholder Litigation Claims | Claim Type | Quantity/Number of Persons | Amount Involved (CNY million) | | :--- | :--- | :--- | | Lawsuits with Court Notifications Received | 108 cases | 13.84 | | Other Forms of Claims (e.g., Lawyer's Letters) | 178 persons | 42.25 | - The company has performed appropriate accounting treatment for the aforementioned claims in accordance with accounting standards, noting that significant changes in claims before the semi-annual report disclosure may lead to adjustments in accounting treatment and information disclosure obligations[7](index=7&type=chunk)[8](index=8&type=chunk) - The company emphasizes that this performance forecast is a preliminary, unaudited estimate, and final financial data will be based on the forthcoming 2025 Semi-Annual Report, cautioning investors about investment risks[8](index=8&type=chunk)

Market Overview - The market experienced a strong upward trend, with the Shanghai Composite Index stabilizing above 3500 points. Real estate stocks surged in the afternoon, with several stocks such as Huaxia Happiness and Deep Deep Housing A hitting the daily limit. Major financial stocks continued to perform well, with the four major banks reaching historical highs. The photovoltaic sector also saw a rebound, particularly in the organic silicon segment, with multiple stocks hitting the daily limit. Overall, over 2800 stocks in the Shanghai and Shenzhen markets rose, with a total transaction volume of 1.51 trillion yuan [1]. Real Estate Sector - The real estate sector saw significant gains, with stocks like Sifang New Materials and Yucheng Development hitting the daily limit. The National Development and Reform Commission emphasized increasing investment in new urbanization, which catalyzed the market. Additionally, around 20 cities, including Chongqing and Shenyang, have supported and optimized the "commercial to public" policy this year [4][5]. - According to the China Index Academy, to alleviate insufficient effective demand, some cities may further relax purchase and loan restrictions, while also accelerating the construction of affordable housing and optimizing land supply structures to promote a stable and healthy real estate market [5]. Pharmaceutical Sector - The pharmaceutical sector remained active, with stocks like Saily Medical and Lianhuan Pharmaceutical hitting the daily limit. Merck announced a $10 billion acquisition of Verona Pharma to enhance its COPD treatment product line. The National Healthcare Security Administration and the National Health Commission issued measures to support the high-quality development of innovative drugs, which include 16 initiatives to strengthen support for innovative drug research and development [6][7]. - The trend of Chinese innovative drugs going global is expected to enhance profitability and market space, leading to improved industry valuation levels. The adjustment plan for the national medical insurance directory and commercial insurance innovative drug directory is anticipated to be implemented in November [8]. Hydrogen Energy Sector - The hydrogen energy sector showed strong performance, with stocks like Huaguang Huaneng and Tianwo Technology hitting the daily limit. The emphasis on developing hydrogen energy as part of a new energy system was highlighted during a recent inspection by the General Secretary in Shanxi [9][10]. - The strategic position of hydrogen energy has been established, with local policies supporting its development. The renewable energy green hydrogen production capacity is expected to reach over 400,000 tons by 2025 in the Sanbei region. The construction of hydrogen pipelines is also entering a capital-intensive phase, with major state-owned enterprises as primary investors [10]. Other Notable Sectors - Other sectors such as consumer goods and finance showed localized activity, while military and digital currency high-priced stocks experienced declines [11]. - The market is also witnessing a focus on performance as the mid-year reporting period approaches, with expectations for continued improvement in the performance of innovative drugs and their supply chains [8].

Group 1 - The A-share professional service sector experienced a rebound in the afternoon, indicating a positive market sentiment [1] - Guoyi Bidding achieved a consecutive increase of 30%, reflecting strong investor interest [1] - Guangzi International saw a rise of over 18%, showcasing significant growth in its stock performance [1] Group 2 - Debi Group increased by over 13%, contributing to the overall positive trend in the sector [1] - Other stocks such as Tianwo Technology, Zhongshi Consulting, New City, and Zhubo Technology also followed the upward trend, indicating a broad-based recovery in the professional services industry [1]

Market Overview - The Shanghai Composite Index increased by 0.36% as of the morning close, with a trading volume of 783.11 million shares and a transaction amount of 934.47 billion yuan, a decrease of 3.50% compared to the previous trading day [1] Industry Performance - Real estate, banking, and oil & petrochemicals sectors showed the highest gains, with increases of 1.53%, 1.42%, and 1.23% respectively [1] - The automotive, defense, and electronics sectors experienced the largest declines, with decreases of 0.93%, 0.92%, and 0.76% respectively [2] Leading Stocks - In the real estate sector, Yuhua Development led with a gain of 9.94% [1] - In the banking sector, Minsheng Bank rose by 5.12% [1] - In the oil & petrochemicals sector, *ST Xinchao increased by 5.08% [1] - In the steel sector, Jinling Mining surged by 10.02% [1] - In the non-bank financial sector, Nanhua Futures also rose by 10.02% [1] - In the pharmaceutical sector, Qianyuan Pharmaceutical saw a significant increase of 19.98% [1] Sector Summary - The real estate sector had a transaction amount of 117.03 billion yuan, up 26.74% from the previous day [1] - The banking sector recorded a transaction amount of 266.82 billion yuan, up 36.61% [1] - The oil & petrochemicals sector had a transaction amount of 80.95 billion yuan, up 36.47% [1] - The automotive sector had a transaction amount of 389.36 billion yuan, down 16.50% [2] - The defense sector recorded a transaction amount of 316.85 billion yuan, down 23.79% [2] - The electronics sector had a transaction amount of 1,036.63 billion yuan, down 10.88% [2]

Group 1 - The core point of the article is that Suzhou Tianwo Technology Co., Ltd. has lifted its delisting risk warning and changed its stock name back to Tianwo Technology, following a significant improvement in its financial performance [1][2] - The company announced a one-day trading suspension on April 14, 2025, with trading resuming on April 15, 2025, and the stock price limit increased from 5% to 10% [1] - After resuming trading, Tianwo Technology experienced consecutive trading limits, achieving a total of 11 trading days with price increases [1] Group 2 - Tianwo Technology's financial performance for the year 2023 includes a revenue of 3.771 billion yuan and a net profit attributable to shareholders of 1.198 billion yuan, while the net asset at the end of 2023 was 114 million yuan [2] - The company faced delisting risk due to negative net assets reported in its 2022 annual report and consecutive years of negative net profit [2] - The company has received 108 litigation claims from minority shareholders, totaling 13.8419 million yuan, along with additional claims from 68 shareholders amounting to 13.7328 million yuan [1][2]

特别提示： 1．本次股东会不存在议案被否决。 证券代码：002564 证券简称：天沃科技 公告编号：2025-036 苏州天沃科技股份有限公司 2024 年年度股东会决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确和完整，没有 虚假记载、误导性陈述或重大遗漏。 2．本次股东会不涉及变更以往股东会已通过的决议。 一、会议召开和出席情况 1．通知及召开时间： 苏州天沃科技股份有限公司 2024 年年度股东会于 2025 年 4 月 24 日发出会 议通知，于 2025 年 5 月 14 日 14:00 在江苏省张家港市金港街道长山村临江路 1 号召开。 网络投票时间为：2025 年 5 月 14 日，其中通过深圳证券交易所交易系统进 行网络投票的具体时间为 2025 年 5 月 14 日 9:15—9:25，9:30—11:30 和 13:00— 15:00；通过深圳证券交易所互联网投票系统进行网络投票的具体时间为 2025 年 5 月 14 日 9:15—15:00。 ①公司现场出席股东会的股东及股东代表共5人，代表股份264,200,588股， 占上市公司总股份的 30.7602％。 ②通过网络投 ...

国浩律师（上海）事务所 关于 苏州天沃科技股份有限公司 2024 年年度股东会 之 法律意见书 上海市静安区山西北路 99 号苏河湾中心 MT 25-28 层 邮编：200085 25-28/F, Suhe Centre, 99 North Shanxi Road, Jing'an District, Shanghai, China 电话/Tel: +86 21 5234 1668 传真/Fax: +86 21 5243 3320 网址/Website: http://www.grandall.com.cn 二〇二五年五月 国浩律师(上海)事务所 法律意见书 国浩律师（上海）事务所 关于苏州天沃科技股份有限公司 之法律意见书 2024 年年度股东会 致：苏州天沃科技股份有限公司 根据《中华人民共和国公司法》（以下简称"《公司法》"）《中华人民共和 国证券法》（以下简称"《证券法》"）和中国证券监督管理委员会《上市公司股 东会规则》（以下简称"《股东会规则》"）的规定，国浩律师（上海）事务所接 受苏州天沃科技股份有限公司（以下简称"公司"）的聘请，指派李鹏律师、张强 律师见证了公司2024年年度股东会，并依据有 ...