金健米业股份有限公司 2025 年半年度业绩预盈公告 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： 本业绩预告的具体适用情形：归属于母公司所有者的净利润实现扭亏为盈。 证券代码：600127 证券简称：金健米业 公告编号：临 2025-35 号 本业绩预告的情况说明：金健米业股份有限公司（以下简称"公司"）于 2024 年末完成了与控股股东的资产置换事项，故本次业绩预告是 2025 年半年度的 业绩情况与上年同期（同一控制下企业合并追溯调整后数据）的业绩情况进行对比。 公司预计 2025 年半年度实现归属于母公司所有者的净利润为 1,000 万元到 1,300 万元，与上年同期（同一控制下企业合并追溯调整后数据）相比，实现扭亏 为盈。 一、本期业绩预告情况 （一）业绩预告期间 2025 年 1 月 1 日至 2025 年 6 月 30 日。 （二）业绩预告情况 1.经财务部门初步测算，预计 2025 年半年度实现归属于母公司所有 者的净利润 1,000 万元到 1,300 万元，与上年同期（同一控制下企业合 ...

Core Insights - Jin Jian Rice Industry is facing severe challenges, including a dramatic 84% drop in net profit to 2.2288 million yuan and a negative operating cash flow of -44.27 million yuan in 2024, highlighting deep-rooted issues in its business model and financial health [1][4] Financial Performance - The company's main business, grain and oil, contributed 60.95% of revenue but only achieved a gross margin of 7.62%, while the agricultural trade segment, accounting for 33.63% of total revenue, had a gross margin of just 0.73% [2] - By the end of 2024, the company had only 145 million yuan in cash but was burdened with 733 million yuan in interest-bearing debt, resulting in a current ratio below the critical threshold of 0.94, indicating a near collapse of short-term solvency [3] Business Model Challenges - The company's reliance on non-recurring gains, such as the sale of a loss-making subsidiary, has masked the underlying issues of its core business, which is struggling to generate sustainable profits [2] - Despite attempts to expand into higher-margin dairy products with a gross margin of 35.97%, this segment remains underrepresented in total revenue and lacks sufficient channel development [2] Strategic Recommendations - Short-term measures should focus on divesting loss-making trade operations and reducing operating expenses, which accounted for 4.91% of revenue in 2024, to stabilize cash flow and address immediate debt obligations [3] - Mid-term strategies should prioritize R&D investments in high-margin products to shift away from price competition and improve profitability [3] - Long-term restructuring is necessary to reduce dependency on government subsidies and enhance product offerings in line with national initiatives, while also implementing dynamic monitoring of accounts receivable to improve cash flow efficiency [3]

Core Insights - The article provides a comprehensive overview of the edible oil industry chain in China, detailing its various segments including oilseed cultivation, pressing, refining, packaging, and sales channels [1][5]. Industry Overview - The edible oil industry in China comprises numerous companies, with key producers including Jinlongyu, Shandong Luhua, Shanghai Liangyou, Jingliang Holdings, Jinjian Rice Industry, Xiwang Food, Daodaoquan, and COFCO Technology [2][5]. - The upstream raw materials are sourced from various agricultural enterprises, while downstream consumers include restaurants and e-commerce platforms like JD.com and Alibaba [2]. Regional Distribution - As of May 30, 2025, there are 60,329 registered companies in the edible oil industry chain in China, with Shandong province having the highest number at 5,946, followed by Hunan (5,269), Henan (4,519), and Sichuan (3,762), collectively accounting for 32.3% of the total [5][6]. - The geographical distribution of edible oil companies is closely linked to transportation convenience and agricultural production capabilities [5]. Listed Companies - Among the listed companies in the edible oil sector, 10 have disclosed revenue data related to edible oil, with a concentration in coastal regions. Notable companies include Xiwang Food and Jiahua in Shandong, Daodaoquan and Jinjian Rice Industry in Hunan, and Jinlongyu in Shanghai [6][10]. Industrial Parks - There are nearly 40 industrial parks related to edible oil production in China, primarily located in Sichuan (6 parks), followed by Henan and Zhejiang (4 parks each). Despite Shandong having the most companies, it has only 3 industrial parks, indicating a dispersed nature of edible oil enterprises in the province [10].

Core Viewpoint - Jin Jian Cereals Industry Co., Ltd. is proposing amendments to its Articles of Association, including the abolition of the Supervisory Board, to enhance shareholder rights protection and improve internal governance structure [4][5][6]. Meeting Regulations - The meeting will be organized by a designated working group led by the company secretary, ensuring order and efficiency [1]. - Attendees must present valid identification and arrive early for registration; late arrivals will not be counted in voting [2]. - Shareholders have the right to speak and vote but must adhere to time limits and focus on the agenda [2][3]. Voting Procedures - The meeting will utilize both on-site and online voting methods, with each shareholder allowed to choose only one method [3]. - Voting will be conducted by a named ballot system, and results will be announced after counting [3][4]. Proposed Amendments - The proposed amendments to the Articles of Association include the removal of the Supervisory Board, with its functions transferred to the Audit Committee of the Board [4][5]. - The amendments aim to enhance the protection of shareholder rights and clarify the roles of the Party Committee, Board of Directors, and management [5][6]. Specific Changes - The amendments include updates to the definitions of company governance, shareholder rights, and the responsibilities of the Board and management [10][11]. - The company will no longer have a Supervisory Board, and the Audit Committee will assume its responsibilities [5][6]. - The Articles will now emphasize the integration of the Party Committee's leadership role within the company's governance structure [10][11].

2 金健米业股份有限公司 2025 年第二次临时股东会会议须知 为了维护全体股东的合法权益，确保股东会的正常秩序和议事效率，保证会 议的顺利进行，根据《公司章程》、《公司股东会议事规则》及相关法律法规的规 定，特制定如下会议须知，望出席股东会的全体人员严格遵守。 金健米业股份有限公司 JINJIAN CEREALS INDUSTRY CO., LTD 2025 年第二次临时股东会会议资料 股票简称：金健米业 股票代码：600127 二○二五年七月十七日 1 目 录 | 一、2025 | 年第二次临时股东会会议须知 3 | | | --- | --- | --- | | 二、2025 | 年第二次临时股东会现场会议议程 4 | | | 三、2025 | 年第二次临时股东会会议议案 5 | | | 议案 | 1：关于修订《公司章程》并取消公司监事会的议案 6 | | | 议案 | 2：关于增补公司第九届董事会独立董事的议案 | 37 | 一、会议设会务组，公司董事会秘书为会务组组长，董事会秘书处具体负责 会议的组织工作和相关事宜的处理。 二、出席现场会议的人员请着正装出席，会议期间请保持会场纪律、严肃对 待每一项 ...

Core Viewpoint - Jin Jian Rice Industry Co., Ltd. reported a significant decline in performance due to asset restructuring and adjustments in business operations, while the high gross margin in the dairy business is attributed to changes in product sales structure and a decrease in raw material prices [1][2][3]. Group 1: Performance Decline - The company achieved a revenue of 4.627 billion yuan in 2024, a year-on-year decrease of 12.19%, and a net profit attributable to shareholders of 2.23 million yuan, down 83.94% [2]. - The net profit for 2024 was 2.5153 million yuan, a decrease of 81.34% compared to 2023, primarily due to a decline in profits from the agricultural product trading segment [3][4]. - The company simulated financial data indicating that if the asset swap had been completed at the beginning of 2023, the revenue for 2024 would have been 3.196 billion yuan, a decrease of 2.09%, and the net profit would have been 3.838 million yuan, an increase of 23.75% [3]. Group 2: Asset Restructuring - In November 2024, the company announced an asset swap with its controlling shareholder, Hunan Grain Group, involving the exchange of three feed trading companies for stakes in food processing and research entities [4][5]. - The asset swap aims to enhance the company's procurement bargaining power and resolve competition issues in the food processing and feed trading sectors [5]. Group 3: Dairy Business Performance - The dairy segment reported revenue of 96.62 million yuan in 2024, a year-on-year decline of 15.21%, but the gross margin increased by 6.85 percentage points to 36.04%, which is relatively high compared to peers [6][7]. - The decline in dairy revenue was attributed to a weak consumption environment and increased competition, leading to a drop in sales from traditional channels [6][7]. - The increase in gross margin was due to lower raw material prices and improved sales structure, with high-margin products' revenue share rising from 27.12% in 2023 to 54.38% in 2024 [7].

Core Viewpoint - The company is adjusting the implementation subject of certain daily related transactions for 2025 due to business adjustments by the related party, Changsha Shuai Brand Oil Co., Ltd, while maintaining the expected transaction amount unchanged [1][11]. Summary by Sections Daily Related Transactions Basic Situation - The board of directors approved the adjustment of the implementation subject for daily related transactions, with all relevant directors voting in favor [2]. - The expected transaction amount for 2025 is set at no more than RMB 4.8 million (excluding tax) for purchases from the related party [2][5]. Adjustment Details - The adjustment involves changing the transaction partner from Changsha Shuai Brand Oil Co., Ltd to Hunan Edible Oil Holding Group Co., Ltd, while the expected transaction amount remains unchanged [3][11]. - The total expected daily related transactions for 2025 with various related parties is projected to be no more than RMB 87.23 million (excluding tax) [5]. Transaction Pricing Principles - The pricing for transactions will follow principles of fairness, justice, openness, and reasonableness, adhering to national pricing where applicable, or market prices otherwise [11]. - Payment will be settled through bank transfers or other agreed methods as per the contracts signed [11]. Purpose and Impact of Related Transactions - The change in the implementation subject is based on the operational needs of the related parties and will not affect the company's independence [12]. - The adjustment will not harm the interests of the company or its shareholders, particularly minority shareholders [12].

Core Viewpoint - The nomination of Mr. Wu Jinghua as an independent director candidate for the ninth board of Jin Jian Rice Industry Co., Ltd. has been made, with the nominee meeting all necessary qualifications and independence criteria as per relevant regulations [1][2][3]. Summary by Sections Nomination and Qualifications - Mr. Wu Jinghua has been nominated as an independent director candidate and has agreed to take on this role, having a solid understanding of the company's operations and relevant legal frameworks [1]. - The nominee possesses over five years of experience in legal, economic, accounting, financial, or management fields necessary for fulfilling independent director responsibilities [1]. Compliance with Regulations - The nominee's qualifications comply with various laws and regulations, including the Company Law of the People's Republic of China and the Management Measures for Independent Directors of Listed Companies by the China Securities Regulatory Commission [1]. - The nominee has completed training and obtained relevant certification recognized by the stock exchange [1]. Independence Criteria - The nominee does not have any relationships that could affect independence, such as being an employee or having significant shareholding in the company or its major shareholders [2][3]. - The nominee has no adverse records, including administrative or criminal penalties from the China Securities Regulatory Commission in the last 36 months [4]. Additional Conditions - The nominee has not been dismissed from previous independent director roles due to absence from board meetings [4]. - The nominee's concurrent roles as an independent director in domestic listed companies do not exceed three, ensuring compliance with regulatory limits [4].

Core Viewpoint - The company plans to engage in new daily related transactions with its subsidiary, involving sales of products and goods to Hunan Xinglong Agricultural Development Co., Ltd., with an estimated amount not exceeding RMB 7.5 million (excluding tax) before December 31, 2025 [1][7]. Summary by Sections Daily Related Transactions Basic Information - The board of directors approved the proposal for new daily related transactions, with the relevant directors abstaining from voting. The independent directors also supported the transaction [1][7]. - The transaction does not affect the independence of the company and its subsidiaries, and the company's main business or income does not rely on these transactions [1][8]. Related Party Introduction and Relationship - Hunan Agricultural Development Investment Group Co., Ltd. is the indirect controlling shareholder of the company, while Hunan Xinglong Agricultural Development Co., Ltd. is a subsidiary under this group [6][7]. Main Content and Pricing Principles of the Transactions - The subsidiary plans to sell products and goods to Hunan Xinglong Agricultural Development Co., Ltd. with a total estimated amount not exceeding RMB 7.5 million (excluding tax) before December 31, 2025 [7][8]. - The pricing will follow fair, just, open, and reasonable principles, adhering to national pricing where applicable, or market prices otherwise [7][8]. Purpose of the Related Transactions and Impact on the Company - The new daily related transactions aim to leverage the synergy with related parties, expanding the sales channels for the company's grain and oil products, thereby enhancing brand influence and market sales [8]. - The expected transactions will be executed based on market principles and will not harm the interests of the company or its shareholders, particularly minority shareholders [8].

Overview - The company, Jinjian Rice Industry Co., Ltd., has announced the revision of its Articles of Association and the cancellation of its Supervisory Board, with the decision made during the 40th meeting of the 9th Board of Directors on June 30, 2025 [1]. Revision Summary - The revision of the Articles of Association focuses on enhancing shareholder rights protection, improving internal governance structure, and refining operational processes, including the organization and member setup of the company's Party Committee and Discipline Inspection Committee [1]. - Following the revision, the Supervisory Board will be abolished, and its functions will be transferred to the Audit Committee of the Board of Directors, leading to the repeal of the "Rules of Procedure for the Supervisory Board" [1]. Specific Changes - The first article emphasizes the protection of the legal rights of the company, shareholders, and creditors, while also highlighting the political core role of the Party Committee [1]. - The eighth article clarifies that the Chairman serves as the legal representative of the company, and if the legal representative resigns, a new representative must be appointed within 30 days [1]. - The ninth article states that the legal representative's civil activities will be legally binding on the company, and limitations imposed by the Articles or shareholders cannot be used against good faith third parties [1]. - The twelfth article establishes a clear governance structure, delineating the responsibilities of the Party Committee, Board of Directors, and management [1]. - The thirteenth article asserts that the Articles of Association will serve as a legally binding document for the company, shareholders, directors, and senior management [1]. - The twenty-first article specifies that the company or its subsidiaries cannot provide financial assistance for acquiring shares, except under certain conditions [1]. - The twenty-fourth article outlines the conditions under which the company may repurchase its shares, including capital reduction and employee stock plans [1]. - The thirty-third article details the rights of shareholders, including profit distribution and the right to participate in shareholder meetings [1]. - The forty-second article mandates that controlling shareholders and actual controllers must exercise their rights and fulfill obligations in accordance with laws and regulations [1].