福建纳川管材科技股份有限公司 董事会关于独立董事独立性情况的专项意见 根据《上市公司独立董事管理办法》《深圳证券交易所创业板股票上市规则》 《深圳证券交易所上市公司自律监管指引第 2 号——创业板上市公司规范运作》 等法律法规的有关规定，福建纳川管材科技股份有限公司（以下简称"公司"） 董事会，就公司独立董事的独立性情况进行评估并出具如下专项意见： 经公司独立董事自查及董事会核查，公司全体独立董事未在公司担任除独立 董事以外的任何职务，也未在公司主要股东公司担任任何职务，与公司以及主要 股东之间不存在利害关系或其他可能妨碍其进行独立客观判断的关系，因此，公 司独立董事符合《上市公司独立董事管理办法》《深圳证券交易所创业板股票上 市规则》《深圳证券交易所上市公司自律监管指引第 2 号——创业板上市公司规 范运作》中对独立董事独立性的相关要求。 2025 年 4 月 29 日 福建纳川管材科技股份有限公司 董事会 ...

1 一、本人基本情况 （一）个人工作履历 本人中国国籍，无境外居留权，1973年生，博士学历。1998年11月至1999 年8月，任福建省农业科学院生物技术中心研究实习员；2002年7月至2003年8月， 任福州大学环境与资源学院助教；2003年9月至2006年8月，任福州大学环境与资 源学院副教授；2006年9月至2009年10月，任福州大学环境与资源学院教授；2009 年11月至2011年7月，任福州大学土木工程学院，教授；2013年7月至2013年10 月，任台湾成功大学环境工程系访问教授；2014年1月至2015年2月，任美国佐治 亚理工大学土木与环境工程系访问教授；2011年8月至2022年8月，先后任华侨大 学土木工程学院教授、副院长、院长；2022年1月至今，任吉林建筑大学市政与 环境工程学院特聘教授。2021年3月至今，任福建纳川管材科技股份有限公司独 立董事。 福建纳川管材科技股份有限公司 福建纳川管材科技股份有限公司 2024 年度独立董事述职报告 （苑宝玲） 各位股东及股东代表： 本人作为福建纳川管材科技股份有限公司（以下简称"公司"）的独立董事， 根据《中华人民共和国公司法》（以下简称 ...

Core Viewpoint - Nanchuan Co., Ltd. will have its stock subjected to other risk warnings and its stock abbreviation changed to "ST Nanchuan" due to receiving a qualified audit report for the fiscal year 2024 and a negative internal control audit report [1] Summary by Relevant Sections - **Stock Risk Warning** - The company announced that its stock will be subject to other risk warnings starting from April 29, 2025, following the issuance of a qualified audit report and a negative internal control audit report for the fiscal year 2024 [1] - **Stock Abbreviation Change** - The stock abbreviation will change from "Nanchuan Co., Ltd." to "ST Nanchuan" as part of the risk warning measures [1] - **Trading Suspension and Resumption** - The company's stock will be suspended from trading for one day on April 29, 2025, and will resume trading on April 30, 2025 [1]

Financial Performance - The company's overall operating revenue decreased compared to the previous year due to a reduction in the production and sales volume of pipes, influenced by various market supply and demand factors [6]. - The company's operating revenue for 2023 was ¥396,008,274.24, a decrease of 21.86% compared to ¥506,780,567.18 in 2022 [28]. - The net profit attributable to shareholders for 2023 was -¥512,932,838.85, reflecting a decline of 21.67% from -¥421,582,429.68 in 2022 [28]. - The cash flow from operating activities increased by 47.98% to ¥96,786,615.29 in 2023, compared to ¥65,406,595.31 in 2022 [28]. - The total assets at the end of 2023 were ¥2,497,448,528.25, down 20.42% from ¥3,138,453,770.10 at the end of 2022 [28]. - The net assets attributable to shareholders decreased by 54.19% to ¥433,631,051.42 at the end of 2023, compared to ¥946,576,393.68 at the end of 2022 [28]. - The basic earnings per share for 2023 was -¥0.4972, a decrease of 21.65% from -¥0.4087 in 2022 [28]. - The company reported a significant increase in cash flow from operating activities in Q4 2023, reaching ¥71,092,249.63 [30]. - The company reported a total revenue of ¥396,008,274.24 and a net loss attributable to shareholders of ¥512,932,838.85 for the reporting period, primarily due to reduced sales volume in the pipeline segment and impairment losses on certain assets [86]. Market and Industry Trends - The company anticipates steady growth in market demand for the pipeline industry, supported by economic recovery and government policies [43]. - The plastic pipeline industry is characterized by its cyclical nature, with demand driven by investments in municipal and water conservancy infrastructure [44]. - The company is positioned to benefit from the ongoing development of the new energy vehicle sector, which is supported by national policies aimed at promoting green development [47]. - The overall new energy industry is experiencing rapid growth due to increased policy support and market demand, particularly in core component areas such as motors and controllers [52]. - The market for electric construction machinery is expected to grow significantly as technology advances and battery prices decrease, with the overall penetration rate currently below 1% [54]. - The company is focused on expanding its renewable energy product line, which saw a 10.93% increase in raw material costs, totaling 20,005,723.7 yuan [118]. - The company aims to enhance its competitive edge by focusing on technological innovation and developing high-performance, high-value-added products [150]. - The company is positioned to benefit from the growing market opportunities in the plastic pipe industry, particularly in sewage treatment and recycling networks [150]. Research and Development - The company is actively involved in the research and development of new technologies to enhance its product offerings [20]. - The company has received 5 patent authorizations and 2 new patent applications accepted in 2023, enhancing its technological capabilities in HDPE pipes for nuclear power [77]. - The company has a well-established R&D management system and has formed partnerships with several universities to enhance its innovation capabilities [76]. - The company is focusing on high-margin product projects and has adjusted its marketing strategies to enhance competitiveness in the pipeline market, particularly in large-diameter water supply and nuclear-grade pipeline projects [89]. - The company is committed to enhancing its R&D capabilities by exploring new technologies and materials, aiming to convert innovation into productivity and improve market competitiveness [163]. Strategic Initiatives - The company plans to focus on becoming a leading provider of water supply and drainage pipe research, manufacturing, sales, and services, while enhancing R&D efforts and optimizing product structure [8]. - The company is expanding its product offerings with new types of composite pipes, including steel skeleton polyethylene composite pipes [21]. - The company is exploring innovative applications of HDPE in various sectors, including municipal and industrial fields [20]. - The company is actively expanding its market presence in Southeast Asia, the Middle East, and Africa, aiming to enhance its international competitiveness [88]. - The company plans to enhance product quality and develop new technologies to improve overall competitiveness in the market [104]. Governance and Management - The company has established a performance evaluation and incentive system that aligns management compensation with business performance [175]. - The company maintains a governance structure that complies with relevant laws and regulations, ensuring transparency and equal rights for all shareholders [173]. - The company has a clear governance structure, including a shareholders' meeting, board of directors, and supervisory board, operating independently from major shareholders [177]. - The company has experienced a significant management change, with both the General Manager and Supervisory Board Chairman resigning in October 2023 [184]. - The new management team is expected to drive strategic initiatives aimed at improving operational efficiency and market share [185]. Risks and Challenges - The company faces risks from fluctuations in raw material prices, particularly those linked to the petrochemical industry, which significantly impact operational performance [165]. - Increased competition in the plastic pipe industry is leading to pressure on product prices and gross margins, necessitating a focus on cost reduction and product differentiation [166]. - The company is actively monitoring macroeconomic conditions and adjusting its development strategies to mitigate risks associated with policy changes and economic uncertainties [169]. - The company is enhancing its internal risk management systems for PPP projects to address the complexities and long cycles associated with this business model [167].

Financial Performance - The company reported a net loss of CNY 307 million for 2024, marking the fourth consecutive year of losses, with a cumulative loss of CNY 1.036 billion[4]. - The asset-liability ratio at the end of 2024 was 94.12%, with current liabilities exceeding current assets by CNY 424 million[4]. - The company achieved operating revenue of CNY 157 million in 2024, a decline compared to the previous year due to liquidity issues and delayed payments from PPP projects[7]. - The company's operating revenue for 2024 was CNY 157,165,374.10, a decrease of 60.31% compared to CNY 396,008,274.24 in 2023[30]. - The net profit attributable to shareholders for 2024 was CNY 307,178,200, reflecting a 40.11% increase from CNY 512,932,838 in 2023[30]. - The net cash flow from operating activities decreased by 23.18% to CNY 74,349,947.80 in 2024 from CNY 96,786,615.20 in 2023[30]. - The total assets at the end of 2024 were CNY 2,128,473,973, a decrease of 14.77% from CNY 2,497,448,520 in 2023[30]. - The net assets attributable to shareholders decreased by 70.72% to CNY 126,963,951 at the end of 2024 from CNY 433,631,051 in 2023[30]. - The basic earnings per share for 2024 was -0.2978, an improvement of 40.10% compared to -0.4972 in 2023[30]. - The company reported a significant decline in quarterly performance, with the fourth quarter showing a net profit loss of CNY 225,888,594.27[33]. Operational Challenges - As of March 19, 2025, the company was subject to pre-restructuring initiated by the Quanzhou Intermediate People's Court, indicating significant uncertainty regarding its operational continuity[8]. - The company has faced increased credit and asset impairment losses due to poor collection from PPP and BT projects[6]. - The company has encountered multiple lawsuits and arbitration cases due to overdue debts, resulting in frozen bank accounts[4]. - The internal control audit report for 2024 issued a negative opinion, highlighting significant deficiencies that the company is addressing[6]. - The company aims to improve its operational status through various measures, although the effectiveness of these measures remains uncertain[5]. - The company has acknowledged accounting errors related to its equity investments, leading to restatements of financial results for previous years[31]. - The company has indicated uncertainty regarding its ability to continue as a going concern due to negative net profits in recent years[31]. Strategic Initiatives - The company plans to focus on becoming a leading provider of water supply and drainage pipe materials, enhancing R&D efforts, and optimizing product structure to improve competitiveness and sustainability[8]. - The company is investing in R&D, allocating 5% of revenue towards innovative technologies and sustainable materials[25]. - The company has implemented a new strategy focusing on public-private partnerships (PPP) to finance infrastructure projects, which is expected to generate additional revenue streams[23]. - The company is expanding its market presence through strategic partnerships and collaborations, aiming to enter new geographical regions by Q3 2024[25]. - The company aims to achieve a market share in the sanitation vehicle sector, leveraging its high-quality products and services amid stricter environmental standards and urban green development needs[53]. - The company is committed to enhancing its research and development capabilities in the field of new energy vehicles, particularly in sanitation and engineering machinery[53]. Market Trends and Opportunities - The company is positioned to benefit from the increasing investment in urban infrastructure and the growing demand for plastic pipes, driven by government policies[46]. - The plastic pipe industry faces challenges from raw material price fluctuations, which are influenced by international oil price volatility[42]. - The company anticipates that the recovery of the economy and supportive policies will create important opportunities for growth in the pipeline industry[45]. - The government has set ambitious targets for urban sewage treatment capacity, aiming for an increase of 12 million cubic meters per day by 2025, which presents growth opportunities for the company[138][139]. - The company is focused on improving product quality and performance while reducing costs to maintain market expansion despite potential policy shortcomings[162]. Research and Development - The company holds a total of 74 authorized intellectual property rights, including 17 invention patents and 57 utility model patents as of December 2024[87]. - The company has developed 2 new patents for HDPE pipes and fittings specifically for nuclear power applications, with 2 additional patent applications accepted in 2024[86]. - The company has successfully completed the ASME system construction and obtained the ASME Nuclear Level 3 certification, becoming the first HDPE pipe manufacturer globally to receive this certification[88]. - The company is focusing on the development of a multi-functional integrated controller for heavy-duty vehicles, which has already entered the small batch production phase[120]. - The company is also developing a pneumatic gear power take-off device for sanitation vehicles, which has shown significant competitive advantages in the market[120]. Governance and Management Changes - The company has undergone significant changes in its board and management personnel, with multiple resignations due to personal reasons[179]. - The company is expected to hold a shareholder meeting to elect new board members following recent resignations[177]. - The company aims to enhance its operational efficiency and strategic direction in response to recent leadership changes[177]. - The management team has extensive backgrounds in finance and engineering, with new appointments expected to bring fresh perspectives to the company's strategy[182][183][184][185]. - The company is focusing on enhancing its governance structure through these leadership changes, which may lead to improved operational efficiency[180]. Compliance and Regulatory Issues - The company received a regulatory letter from the Shenzhen Stock Exchange on January 9, 2023, regarding compliance issues[192]. - The company was publicly criticized by the Shenzhen Stock Exchange on May 8, 2023, for compliance violations[192]. - The company has faced multiple warnings from the China Securities Regulatory Commission regarding compliance issues in 2022 and 2024[192][193].

Financial Performance - The company's operating revenue for Q1 2025 was ¥16,581,088.46, a decrease of 65.21% compared to ¥47,655,835.52 in the same period last year[5] - The net loss attributable to shareholders was ¥43,025,501.16, representing a 41.24% increase from a loss of ¥30,462,279.95 in the previous year[5] - The net cash flow from operating activities was ¥344,198.11, down 99.26% from ¥46,269,951.90 in the same period last year[5] - The basic and diluted earnings per share were both -¥0.0417, a decrease of 41.36% compared to -¥0.0295 in the previous year[5] - The company reported a net loss of ¥44,497,223.40 for the current period, compared to a net loss of ¥30,812,518.46 in the previous period, representing an increase in loss of approximately 44.5%[22] - Operating profit for the current period was ¥-34,845,372.10, slightly worse than the previous period's loss of ¥-33,590,438.38, indicating a decline in operational performance[22] - The company incurred a total comprehensive loss of ¥44,497,602.52 for the current period, compared to a loss of ¥29,510,827.72 in the previous period, marking an increase in comprehensive loss of about 50.6%[22] Assets and Liabilities - Total assets at the end of the reporting period were ¥2,090,405,855.12, a decrease of 1.79% from ¥2,128,473,973.81 at the end of the previous year[5] - The company's equity attributable to shareholders decreased by 33.89% to ¥83,938,071.21 from ¥126,963,951.49 at the end of the previous year[5] - Total liabilities increased slightly to ¥2,009,666,354.57 from ¥2,003,236,870.74, an increase of 0.3%[19] Cash Flow and Investments - Cash and cash equivalents increased to ¥16,627,851.34 from ¥12,294,276.38, reflecting a growth of 35.5%[18] - Cash and cash equivalents at the end of the period were ¥4,170,607.10, down from ¥16,344,223.32 at the end of the previous period, indicating a decrease of approximately 74.5%[25] - The company received ¥600,000.00 from investment activities, an increase from ¥200,000.00 in the previous period, indicating a growth of 200%[24] - Cash outflow from financing activities was ¥3,927,839.71, compared to ¥67,384,816.10 in the previous period, showing a significant reduction in cash outflow[25] Shareholder Information - Total number of common shareholders at the end of the reporting period is 51,905[13] - The largest shareholder, Changjiang Ecological Environmental Group, holds 15.28% of shares, totaling 157,662,247 shares[13] - The second largest shareholder, Three Gorges Capital Holdings, owns 5.01% of shares, amounting to 51,680,582 shares[13] - The total number of shares held by the top 10 shareholders is significant, with the largest three shareholders accounting for over 20% of total shares[13] - A total of 1,750,100 shares were released from restrictions for the executive Chen Zhijiang during the reporting period[15] - The company has a significant number of shares under lock-up, with 5,332,029 shares remaining restricted at the end of the period[15] Expenses and Costs - Total operating costs for the current period amount to ¥27,199,851.62, down 51.7% from ¥56,381,181.57 in the previous period[21] - Research and development expenses for the period were ¥233,720.00, down 29.09% from ¥329,630.00 in the same period last year[8] - The company reported a significant increase in other expenses, totaling ¥7,623,700.00, which is an increase of 7891.30% compared to ¥95,400.00 in the previous year[10] - Investment income decreased by 98.09% to ¥44,540.00 from ¥2,326,460.00 in the same period last year[9] Legal and Operational Challenges - The company has reported a series of important announcements, including the resignation of a vice president and the freezing of some bank accounts[16] - The company is facing financial challenges, including overdue bank loan interest payments and a potential restructuring process[16] - The company has been involved in multiple legal proceedings, including major lawsuits and arbitration cases[16] Future Outlook - The company is expected to release its 2024 performance forecast on January 23, 2025[16]

Financial Performance - The company's operating revenue for Q3 2024 was ¥32,710,524.66, a decrease of 72.49% compared to the same period last year[5]. - The net profit attributable to shareholders was -¥40,798,770.85, reflecting a decline of 253.75% year-on-year[5]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was -¥16,257,240.39, down 41.55% from the previous year[5]. - The company experienced a 56.17% decline in operating revenue year-to-date, primarily due to liquidity issues affecting production efficiency[8]. - The weighted average return on net assets was -10.91% for the reporting period, a decrease of 9.65% year-on-year[5]. - The company recorded a non-recurring loss of -¥24,541,530.46 for the reporting period, compared to -¥7,199,406.44 in the previous year[7]. - Net profit decreased by 34.34% to approximately CNY -83.54 million, influenced by various factors including reduced revenue and increased impairment losses[9]. - The company reported total operating revenue of CNY 130.7974 million for the current period, a decrease from CNY 298.4312 million in the previous period[24]. - The net profit for the period was a loss of CNY 83,544,932.38, compared to a loss of CNY 62,188,300.85 in the previous period[26]. - The total comprehensive income for the period was a loss of CNY 82,140,704.66, compared to a loss of CNY 61,973,928.88 in the previous period[26]. - The company’s basic and diluted earnings per share were both CNY -0.0788, compared to CNY -0.0534 in the previous period[26]. Cash Flow and Assets - Cash flow from operating activities for the year-to-date was ¥81,586,466.72, an increase of 217.53%[5]. - The company's cash and cash equivalents increased to CNY 50.4612 million from CNY 46.7448 million[20]. - Cash and cash equivalents at the end of the period totaled CNY 8,867,304.53, compared to CNY 10,243,059.23 at the end of the previous period[29]. - The company reported a net cash flow from operating activities of CNY 81,586,466.72, an increase from CNY 25,694,365.66 in the previous period[28]. - The investment activities generated a net cash flow of CNY 13,609,474.92, up from CNY 845,489.47 in the previous period[28]. - Total current assets decreased to CNY 803.3803 million from CNY 844.4517 million[21]. - Total liabilities decreased to CNY 2.01499 billion from CNY 2.07088 billion[22]. - The company's total assets decreased to CNY 2.37060 billion from CNY 2.49745 billion[22]. - The company reported an accumulated loss of CNY 809.8938 million as of September 30, 2024[22]. Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 32,279, with no preferred shareholders[10]. - The largest shareholder, Changjiang Ecological Environmental Group Co., Ltd., holds 15.28% of shares, totaling 157,662,247 shares[10]. Contracts and Projects - The company signed a contract with Fujian Yongrong Technology Co., Ltd. for a total price of CNY 20 million, with cumulative delivery value of CNY 228,800 as of September 30, 2024[13]. - A contract with China Construction Second Engineering Bureau for a PPP project has a total amount of CNY 28.25 million, with cumulative delivery value of CNY 2.37 million as of September 30, 2024[14]. - The company signed a contract with Xu Zhou City for a project worth CNY 46.0874 million, with a cumulative output value of CNY 45.9327 million as of September 30, 2024[16]. - A contract was signed with Zhongzhi Water Co., Ltd. for a project valued at CNY 41.7867 million, with cumulative delivery value of CNY 26.6777 million as of September 30, 2024[17]. - Another contract with Zhongzhi Water Co., Ltd. for a project worth CNY 56.2678 million has a cumulative delivery value of CNY 32.5034 million as of September 30, 2024[17]. - The company has ongoing projects and contracts indicating a focus on market expansion and infrastructure development[16][17]. Expenses and Liabilities - The company reported a significant increase in expected liabilities, rising by 336.04% to ¥25,811,491.30 due to provisions for minority shareholder equity transfer penalties[8]. - Operating costs decreased by 58.13% to approximately CNY 110.96 million, primarily due to a reduction in operating revenue[9]. - Research and development expenses fell by 46.09% to about CNY 8.39 million, attributed to decreased investment in R&D[9]. - The company has a significant increase in financial expenses, with a decrease of 446.45% to approximately CNY -7.36 million, due to reduced interest expenses from loan repayments[9]. - The company reported a 307.17% increase in credit impairment losses, totaling approximately CNY -28.44 million, due to increased provisions for accounts receivable[9].

关于公司累计诉讼、仲裁情况的公告 证券代码：300198 证券简称：纳川股份 公告编号：2025-031 福建纳川管材科技股份有限公司 关于公司累计诉讼、仲裁情况的公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假 记载、误导性陈述或重大遗漏。 重要内容提示： 1.上市公司所处的当事人地位：截至本公告披露日，福建纳川管材科技股份 有限公司（以下简称"公司"）及子公司新增诉讼、仲裁案件共 8 起。其中，公 司及子公司作为原告的共 1 起，公司及子公司作为被告的共 7 起。 2.涉案的金额：公司及控股子公司诉讼（仲裁）事项累计涉及金额 184,262,788.90 元，占公司 2023 年度经审计的归属于上市公司股东净资产的 24.42%。 3.对上市公司损益产生的影响：鉴于部分诉讼案件尚未开庭或尚处于审理 中，部分案件尚处于双方调解期，目前无法预测其对公司利润的影响。 公司根据《深圳证券交易所创业板股票上市规则》的有关规定，对公司及子 公司连续十二个月的诉讼、仲裁事项进行了统计,现将有关情况公告如下： 一、累计诉讼的基本情况 根据《深圳证券交易所创业板股票上市规则》有关规定，公司发生的诉讼 ...

| 代码 | 简称 | 今日涨跌幅（%） | 今日换手率（%） | 主力资金流量（万元） | | --- | --- | --- | --- | --- | | 001212 | 中旗新材 | 10.00 | 7.90 | 2902.42 | | 600668 | 尖峰集团 | 9.97 | 7.34 | 2894.55 | | 600326 | 西藏天路 | 3.41 | 4.91 | 2315.79 | | 002457 | 青龙管业 | 2.67 | 9.27 | 2244.41 | | 600876 | 凯盛新能 | 10.04 | 2.72 | 2052.09 | | 000786 | 北新建材 | 1.35 | 0.52 | 1855.33 | | 300198 | 纳川股份 | 2.96 | 6.82 | 1081.24 | | 603737 | 三棵树 | 0.56 | 0.38 | 1014.57 | | 002043 | 兔宝宝 | 2.01 | 1.58 | 653.37 | | 600801 | 华新水泥 | 0.98 | 0.66 | 604.74 | | 300737 | 科顺股份 ...

关于招募重整投资人事项暨公司预重整进展的公告 证券代码：300198 证券简称：纳川股份 公告编号：2025-030 福建纳川管材科技股份有限公司 关于招募重整投资人事项暨公司预重整进展的公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假 记载、误导性陈述或重大遗漏。 特别风险提示： 1. 福建纳川管材科技股份有限公司（以下简称"纳川股份"或"公司"） 是否进入重整程序尚存在不确定性 福建省泉州市中级人民法院（以下简称"泉州市中院"）同意对公司启动预 重整，不代表法院正式受理公司重整。即使启动预重整，后续进入重整程序前仍 需履行相关的审批程序。截至本公告披露日，公司尚未收到法院关于公司进入重 整程序的相关法律文书，公司是否进入重整程序尚存在重大不确定性。 2. 公司股票交易被实施退市风险警示的风险 根据《深圳证券交易所创业板股票上市规则》的相关规定，如果泉州市中院 启动重整，则深圳证券交易所将对公司股票交易实施退市风险警示（股票简称前 冠以"*ST"字样）。 3. 公司股票被终止上市的风险 如果泉州市中院受理公司重整，公司将依法配合泉州市中院及管理人开展相 关重整工作，并依法履行债务人的 ...