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 证券代码：600127 证券简称：金健米业 公告编号：2025-36 号 金健米业股份有限公司 2025年第二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。 2、公司在任监事3人，出席3人； 3、董事会秘书胡靖女士出席本次会议，公司其他高级管理人员列席 本次会议。 （一）股东会召开的时间：2025 年 7 月 17 日 （二）股东会召开的地点：金健米业股份有限公司总部（湖南省常 德市德山经济开发区崇德路 158 号）五楼会议室 （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、出席会议的股东和代理人人数 | 712 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 143,269,315 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股份总数的比例（%） | 22.3236 | （四）表决方式是否符合《公司法》及《公司章程》的规定，股东 会主持情况等： 本次股 ...

湖南启元律师һ务所 HUNAN QIYUAN LAW FIRM 湖南省长沙市芙蓉区建湘路 393 ਧ 世㤲⧟球金融中心 63 层 410007 Tel˖(0731) 8295 3778 Fax˖(0731) 8295 3779 http://www.qiyuan.com 湖南启元律师һ务所 关于金健米业股份有限公ਨ 2025 年第Ҽ次临时股东会的 法律意见书 致˖金健米业股份有限公ਨ 湖南启元律师һ务所˄以л简称"本所"˅受金健米业股份有限公ਨ˄以л简 称"公ਨ"˅委托，对公ਨ 2025 年第Ҽ次临时股东会˄以л简称"本次股东会"˅ 进行⧠场见证，并ṩ据lj中华人民共和国公ਨ法NJ˄以л简称"lj公ਨ法NJ"˅ǃ ljк市公ਨ股东会规则NJ˄以л简称"lj股东会规则NJ"˅等中国⧠行法律ǃ法规ǃ 规章和规㤳性文件以及lj金健米业股份有限公ਨ章程NJ˄以л简称"lj公ਨ章程NJ"˅ 的相关规定，出ާ本法律意见书DŽ 为出ާ本法律意见书，本所指派本所律师列席了本次股东会，按照律师行业 公认的业务标准ǃ道德规㤳和勤勉尽责精神，对本次股东会进行了⧠场见证，并 Ṩ查和验证了公ਨ提供的о本次股东会有关的文件ǃ资料和һ实D ...

证券代码：600127 证券简称：金健米业 编号：临 2025-37 号 金健米业股份有限公司 第九届董事会第四十一次会议决议公告 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。 一、董事会会议召开情况 根据金健米业股份有限公司（以下简称"公司"）的工作需要， 公司第九届董事会第四十一次会议于 2025 年 7 月 17 日发出了召开董 事会会议的通知，会议于 7 月 17 日在公司总部五楼会议室召开，会 议应到董事 7 人，实到董事 7 人。董事长帅富成先生主持本次会议， 董事邹癸森先生、黄亚先生、龙阳先生，独立董事周志方先生、胡君 先生、吴静桦先生出席会议，公司高管列席会议，符合《公司法》和 《公司章程》的规定。 二、董事会会议审议情况 审议通过了《关于调整公司第九届董事会相关专门委员会委员及 召集人的议案》。 根据《上市公司治理准则》、《公司章程》及《董事会专门委员会 工作细则》等相关制度规定，为完善公司第九届董事会下设专门委员 会的人员配置，本次会议同意调整第九届董事会下设专门委员会的委 员及召集人，调整后本届董事会专 ...

转自：前瞻产业研究院 行业主要上市公司：金龙鱼(300999.SZ)、深粮控股(000019.SZ)、金健米业(600127.SH)、京粮控股 (000505.SZ)、道道全(002852.SZ)、嘉华股份(603182.SH)、西王食品(000639.SZ)等 本文核心数据：食用油行业企业成本构成;价格传导机制;食用油行业价值链 1、食用油生产制备中，原材料是最大的成本构成 前瞻统计了中国食用油行业中，四家竞争力较强的上市公司食用油生产成本数据，可以看出，食用油的原材 料成本较高，2024年西王食品植物食用油原料成本占比74.39%，索宝蛋白、金健米业、嘉华股份的食用油 业务原材料成本占比都超过了92%;人工成本相对较低，在0.85%至1.51%不等，制造费用在0.6%至5.9%范围 内波动。 从中国食用油上市企业金健米业食用油产品的成本结构来看，2019-2024年，直接材料的占比在95%水平， 且呈波动上升趋势，表明受原材料价格波动影响较大;包装费用占比波动下滑，从2019年4.76%降至2024年的 3.1%;制造费用整体呈下降趋势，从2019年1.04%降至2024年的0.61%;直接人工费用在0. ...

Group 1 - The company expects to achieve a net profit attributable to shareholders of 10 million to 13 million yuan in the first half of 2025, marking a turnaround from losses compared to the same period last year [1] - The improvement in profitability is attributed to reduced costs of raw materials and comprehensive production costs in the noodle products segment, leading to increased gross profit margins and amounts [1] - The company has successfully transformed its sales channels in the snack food segment, resulting in significant growth in operating performance, moving from losses to profitability [1] Group 2 - The company utilizes high-quality northern wheat as a core raw material, which has a high protein content and good gluten quality, ensuring a pleasant texture for its noodle products [1] - The company has developed various products targeting children, the elderly, young people, and families, emphasizing health attributes [1] - The company has entered the snack food market with products like jelly, candy, and grain snacks, with a 4-kilogram giant mixed jelly becoming a popular item in bulk snack channels [2] - Although the snack food segment currently represents a small proportion of overall revenue, the company is leveraging its state-owned enterprise supply chain and health-focused innovations to build a strong reputation in regional markets [2] - The company aims to further expand into the functional snack food segment by utilizing its grain and oil technology to support snack development, focusing on "large specifications + health" to break through homogenization competition [2]

Core Viewpoint - The company, Jin Jian Rice Industry Co., Ltd., forecasts a turnaround in its financial performance, expecting a net profit attributable to shareholders of the parent company between 10 million and 13 million yuan for the first half of 2025, compared to a loss in the same period last year [1][2]. Performance Forecast - The performance forecast period is for the first half of 2025 [1]. - The company anticipates a net profit of 10 million to 13 million yuan, marking a significant improvement from a net loss of 2.72 million yuan in the same period last year [1][2]. - The previous year's net profit attributable to shareholders was 6.17 million yuan, with earnings per share of 0.0096 yuan [2]. Reasons for Profit Turnaround - The improvement in performance is attributed to enhanced management in the company's noodle products segment and a decrease in raw wheat costs, leading to increased gross margin and gross profit [2]. - The leisure food segment has successfully transformed its sales channels, resulting in a significant increase in operating performance from a loss to profitability [2]. - The company has strengthened budget control, resulting in a reduction of overall expenses compared to the previous year [2]. Other Notes - The forecast data is preliminary and subject to final confirmation in the official financial report for the first half of 2025 [3][4].

[Current Period Performance Forecast](index=1&type=section&id=I.%20Current%20Period%20Performance%20Forecast) The company anticipates turning profitable in the first half of 2025, with net profit attributable to the parent company estimated between RMB 10 million and RMB 13 million, based on retrospectively adjusted prior-year data due to a 2024 asset swap Current Period Performance Forecast | Indicator | Estimated Amount (RMB Millions) | | :--- | :--- | | Net Profit Attributable to Owners of the Parent Company | 10 to 13 | | Net Profit Attributable to Owners of the Parent Company After Non-Recurring Items | 6.5 to 9.5 | - The comparison basis for this performance forecast is the prior year's corresponding period (retrospectively adjusted data for business combination under common control), due to the company completing an asset swap with its controlling shareholder, Hunan Grain Group, at the end of 2024[2](index=2&type=chunk)[6](index=6&type=chunk) - The asset swap specifically involved divesting equity in three wholly-owned subsidiaries and acquiring equity in Hunan Yuxiang Food Co., Ltd. and Zhongnan Grain and Oil Food Science Research Institute Co., Ltd., constituting a business combination under common control[6](index=6&type=chunk) [Prior Year's Performance Review](index=2&type=section&id=II.%20Prior%20Year's%20Operating%20Performance%20and%20Financials) The report presents two sets of financial data for the prior year's corresponding period, with the performance comparison based on the retrospectively adjusted net loss of RMB 2.7248 million Prior Year's Operating Performance and Financials | Indicator | Retrospectively Adjusted Data (RMB Millions) | Unadjusted Data (RMB Millions) | | :--- | :--- | :--- | | Total Profit | 1.2299 | 10.1426 | | Net Profit Attributable to Owners of the Parent Company | -2.7248 | 6.1674 | | Net Profit Attributable to Owners of the Parent Company After Non-Recurring Items | 4.4374 | 4.4374 | | Earnings Per Share (RMB) | -0.0042 | 0.0096 | [Main Reasons for Expected Profitability](index=2&type=section&id=III.%20Main%20Reasons%20for%20Current%20Period's%20Expected%20Profitability) The company's first-half 2025 performance turnaround is primarily attributed to improved gross margin in flour products, better operating performance in snack foods, and effective control over period expenses - Flour Products Segment: Gross margin improved and gross profit increased due to enhanced operational management and a year-on-year decrease in raw material wheat costs[9](index=9&type=chunk) - Snack Food Segment: Significant growth in operating performance and a shift from loss to profit achieved through successful sales channel transformation[9](index=9&type=chunk)[10](index=10&type=chunk) - Cost Control: The company strengthened budget management, leading to an overall year-on-year reduction in period expenses[10](index=10&type=chunk) [Risk Warning and Other Notes](index=3&type=section&id=IV.%20Risk%20Warning) The company emphasizes that this unaudited performance forecast is preliminary, and final financial data will be based on the officially disclosed 2025 semi-annual report, advising investors to consider investment risks - This performance forecast is a preliminary estimate and has not been audited by an accounting firm[11](index=11&type=chunk) - The final accurate financial data will be subject to the company's officially disclosed 2025 semi-annual report; investors are advised to be aware of investment risks[12](index=12&type=chunk)

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].