金健米业股份有限公司 独立董事候选人声明与承诺 本人 吴静桦 ，已充分了解并同意由提名人金健米业股份 有限公司董事会提名为金健米业股份有限公司（以下简称"该公 司"）第九届董事会独立董事候选人。本人公开声明，本人具备 独立董事任职资格，保证不存在任何影响本人担任金健米业股份 有限公司独立董事独立性的关系，具体声明并承诺如下： 一、本人具备上市公司运作的基本知识，熟悉相关法律、行 政法规、部门规章及其他规范性文件，具有 5 年以上法律、经济、 会计、财务、管理或者其他履行独立董事职责所必需的工作经验。 本人已经参加培训并取得证券交易所认可的相关培训证明 材料。 二、本人任职资格符合下列法律、行政法规和部门规章以及 公司规章的要求： （一）《中华人民共和国公司法》关于董事任职资格的规定； 三、本人具备独立性，不属于下列情形： （一）在该公司或者其附属企业任职的人员及其配偶、父母、 子女、主要社会关系（主要社会关系是指兄弟姐妹、兄弟姐妹的 配偶、配偶的父母、配偶的兄弟姐妹、子女的配偶、子女配偶的 父母等）； （二）《中华人民共和国公务员法》关于公务员兼任职务的 规定； （三）中国证监会《上市公司独立董事管理办法》、 ...

证券代码：600127 证券简称：金健米业 公告编号：2025-34 号 金健米业股份有限公司 关于召开2025年第二次临时股东会的通知 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： 股东会召开日期：2025年7月17日 本次股东会采用的网络投票系统：上海证券交易所股东大会网络投票系统 一、召开会议的基本情况 （一）股东会类型和届次 2025年第二次临时股东会 （二）股东会召集人：董事会 （三）投票方式：本次股东会所采用的表决方式是现场投票和网 络投票相结合的方式 （四）现场会议召开的日期、时间和地点 召开的日期时间：2025 年 7 月 17 日 14 点 30 分 召开地点：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 （五）网络投票的系统、起止日期和投票时间 网络投票系统：上海证券交易所股东大会网络投票系统 网络投票起止时间：自2025 年 7 月 17 日 至2025 年 7 月 17 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投 票时间为股东会 ...

证券代码：600127 证券简称：金健米业 编号：临 2025-30 号 二、董事会会议审议情况 （一）审议通过了《关于修订<公司章程>并取消公司监事会的议 案》； 根据中国证券监督管理委员会于 2025 年 3 月发布的《上市公司 章程指引（2025 年修订）》（中国证券监督管理委员会公告〔2025〕 6 号）的相关规定，公司拟对《公司章程》进行修订。本次《公司章 程》修订完成后，公司将不再设置监事会，监事会的职权由董事会审 计委员会行使，《公司监事会议事规则》相应废止。具体内容详见上 海证券交易所网站（www.sse.com.cn）上公司编号为临 2025-31 号的 公告。 根据《公司章程》等相关规定，该议案尚需提交公司 2025 年第 二次临时股东会审议。 表决情况：同意 7 票，反对 0 票，弃权 0 票。 1 （二）审议通过了《关于增补公司第九届董事会独立董事的议案》； 金健米业股份有限公司 第九届董事会第四十次会议决议公告 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 金健米业股份有限公 ...

Core Viewpoint - Jin Jian Rice Industry received an inquiry letter from the regulatory authority regarding its annual report for the first time in five years, focusing on discrepancies in revenue data, declining dairy income with rising gross margins, and significant changes in prepaid objects [2][5]. Revenue and Profit Analysis - In 2024, Jin Jian Rice Industry reported a revenue of 4.627 billion yuan, a year-on-year decrease of 12.19%, and a net profit attributable to shareholders of 2.23 million yuan, down 83.94% [6]. - The grain and oil processing business generated 2.777 billion yuan, a decline of 6.66%, while the agricultural product trading revenue was 1.255 billion yuan, down 13.53% [6]. - The company indicated that the significant drop in net profit was primarily due to the decline in profits from the agricultural product trading segment [7]. Dairy Business Performance - Dairy revenue was reported at 96.62 million yuan, a decrease of 15.21%, but the gross margin increased by 6.85 percentage points to 36.04%, which is relatively high compared to industry peers [9]. - The increase in gross margin was attributed to lower raw milk procurement prices and improved procurement strategies, which reduced overall costs [9][10]. Changes in Prepaid Objects - The year-end balance of prepaid items for 2023 and 2024 was 121 million yuan and 124 million yuan, respectively, with a significant change in the top five prepaid items accounting for 70.02% of the total [12]. - The company explained that the differences in prepaid objects were mainly due to the completion of asset swaps and adjustments in procurement strategies to focus on core agricultural products [13].

Core Viewpoint - Jin Jian Rice Industry received an inquiry letter from the regulatory authority regarding its annual report, highlighting concerns over discrepancies in revenue data, declining dairy income with rising gross margins, and significant changes in prepaid objects [2][5][6] Revenue and Profit Analysis - In 2024, Jin Jian Rice Industry reported operating revenue of 4.627 billion yuan, a year-on-year decrease of 12.19% [8] - The net profit attributable to shareholders was 2.23 million yuan, down 83.94% year-on-year, while the non-recurring net profit was -2.56 million yuan [8] - The grain and oil processing business generated revenue of 2.777 billion yuan, a decline of 6.66% year-on-year, but when compared to the adjusted 2023 figure of 2.579 billion yuan, it shows a growth of 7.69% [8] - The agricultural product trading revenue was 1.255 billion yuan, down 13.53% year-on-year, while the main business product revenue was reported at 1.556 billion yuan, a decrease of 12.45% [8] Dairy Business Performance - Dairy revenue was 96.62 million yuan, a decline of 15.21%, but the gross margin increased by 6.85 percentage points to 36.04%, which is relatively high in the industry [11][12] - The increase in gross margin was attributed to lower raw milk procurement prices and improved procurement strategies [12] - The sales structure optimization led to a significant increase in high-margin product revenue from 27.12% in 2023 to 54.38% in 2024 [13] Prepaid Objects Changes - The balance of prepaid items at the end of 2023 and 2024 was 121 million yuan and 124 million yuan, respectively, with a significant change in the top five prepaid items accounting for 70.02% [15] - The major reason for the change in prepaid objects was the completion of asset replacement in 2024, which involved divesting three subsidiaries engaged in feed trading [16] - The company adjusted its supply chain to reduce related party transactions, focusing on core agricultural raw material procurement [16]

Core Viewpoint - The company has optimized its raw milk supply structure by adding new suppliers and maintaining stable cooperation with existing ones, while facing challenges in the dairy market leading to a decrease in revenue but an increase in gross margin [1][3][4]. Group 1: Raw Milk Supply and Cost Analysis - The company has adjusted its raw milk supply structure by adding Ningxia Saishang Muyu Dairy Co., Ltd. and Ningxia Xingken Dairy Co., Ltd. as new suppliers for 2024 [1]. - The procurement cost of raw milk has decreased, aligning with industry trends, as evidenced by a 7.62% drop in the procurement price reported by a comparable company [1][2]. - The average production cost of raw milk decreased by 558.83 yuan/ton, contributing to a reduction in total costs and an increase in gross margin [4]. Group 2: Dairy Product Sales and Revenue Trends - The company's dairy product revenue decreased by 1,734,000 yuan in 2024, attributed to a weak consumption environment and increased competition [4]. - The sales volume of dairy products was 8,574 tons in 2024, with a significant portion (72%) coming from the student milk channel [4]. - The gross margin for the dairy business increased to 36.04%, up by 6.85 percentage points from 2023, due to lower raw milk costs and improved procurement strategies [4][5]. Group 3: Business Model and Product Strategy - The company operates under a "farm + factory + market" model, focusing on low-temperature milk products, which constitute 86.65% of total dairy sales [3][5]. - The product mix has been optimized, with high-margin products increasing from 27.12% in 2023 to 54.38% in 2024, while low-margin products decreased [5]. - The company has developed a diverse product line, including over 60 types of dairy products, enhancing its market presence [3]. Group 4: Competitive Position and Market Challenges - The company faces challenges from increased competition and changing market dynamics, particularly in the Changde market, leading to a decline in sales in specialized channels [4]. - The gross margin for low-temperature milk is significantly higher than that for room-temperature milk, providing a competitive advantage in local markets [5][6]. - The company has maintained a strong focus on cost control and structural optimization to sustain its competitive edge in a challenging market environment [4].

Core Viewpoint - The company, Jin Jian Rice Industry Co., Ltd., has responded to the Shanghai Stock Exchange's inquiry regarding its 2024 annual report, highlighting significant declines in revenue and net profit, while also providing simulated financial data post-asset swap [1][2]. Financial Performance Summary - The company reported a total revenue of 462.716 million yuan in 2024, a decrease of 12.19% year-on-year, and a net profit of 2.23 million yuan, down 83.94% year-on-year [1]. - The simulated financial data for 2024, assuming the asset swap was completed at the beginning of 2023, shows total assets of 1.773 billion yuan, a slight increase of 0.62% from 2023 [2]. - The company’s operating income from grain and oil processing was 277.739 million yuan, reflecting a year-on-year decrease of 6.66%, but a 7.69% increase when compared to the previous year's adjusted figures [1][22]. Business Segment Analysis - The grain and oil processing segment's revenue decreased due to market competition and weak consumer demand, but the gross margin increased by 0.62% due to lower raw material prices [11]. - The agricultural product trading segment reported a revenue of 148.748 million yuan, a decline of 28.17% year-on-year, attributed to market conditions and the divestment of three subsidiaries engaged in feed trading [12][23]. - The dairy segment experienced a revenue drop of 11.15%, but the gross margin improved by 6.85% due to optimized product sales structure and lower raw milk procurement prices [16]. Major Business Entities and Performance - Key subsidiaries include Jin Jian Grain Co., Ltd. and Jin Jian Oil Co., Ltd., with varying performance metrics. For instance, Jin Jian Oil Co., Ltd. saw a revenue decrease of 26.90% [7][10]. - The company has focused on enhancing its research and development capabilities, launching 49 projects and obtaining three new patents in 2024 [4]. Client and Supplier Relationships - The top ten clients in the grain and oil processing segment have remained stable, with no significant changes in major clients or suppliers over the past two years [24].

Core Viewpoint - The financial performance of Jin Jian Rice Industry Co., Ltd. has shown significant declines in revenue and net profit for the year 2024, primarily due to the impact of asset restructuring and market conditions affecting its core business segments [1][2][3]. Financial Performance Summary - The company reported a total operating revenue of 462.716 million yuan for 2024, a year-on-year decrease of 115.22% [1]. - The grain and oil food processing segment generated revenue of 277.739 million yuan, down 6.66% year-on-year, while the agricultural product trading segment saw revenue drop by 13.53% to 125.496 million yuan [1][2]. - The net profit for the company decreased significantly, with the agricultural product trading segment reporting a loss of 160.93 million yuan, a decline of 1,238.15 million yuan compared to the previous year [8][9]. Business Segment Analysis - The grain and oil food processing segment's net profit increased by 1,161.88 million yuan, despite a revenue decline, due to improved gross margins from lower raw material prices [4][8]. - The agricultural product trading segment's performance was adversely affected by market conditions, leading to a significant drop in revenue and profitability [4][8]. - The dairy and leisure food segments also faced challenges, with the dairy segment's revenue declining by 11.15% and the leisure food segment reporting a net loss [8][9]. Asset Restructuring Impact - The company completed an asset restructuring in November 2024, which involved divesting three subsidiaries engaged in feed trading, impacting the overall revenue and profit structure [1][4]. - The restructuring aimed to focus on core business areas, but it resulted in short-term financial setbacks as the company adjusted to the new operational framework [4][9]. Future Outlook - The company is expected to see a reduction in the impact of the agricultural product trading segment on its overall performance due to the recent divestitures, which may stabilize future earnings [9]. - The focus on technological innovation and internal restructuring is anticipated to enhance operational efficiency and profitability in the long run [4][8].

证券代码：600127 证券简称：金健米业 编号：临 2025-29 号 金健米业股份有限公司 关于对《上海证券交易所对公司 2024 年年度报告的 信息披露监管问询函》的回复公告 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。 金健米业股份有限公司（以下简称"公司"）于 2025 年 5 月 26 日收到上海证券交易所（以下简称"上交所"）《关于金健米业股份有 限公司 2024 年年度报告的信息披露监管问询函》（上证公函[2025]0646 号）（以下简称"《问询函》"）。公司会同中介机构就《问询函》中的相 关问题进行了逐项落实，现具体回复如下： 【问题 1】 公司于 2024 年 11 月实施资产置换，目前主营粮油食品加工、农 产品贸易、乳品的生产销售。年报显示，公司报告期实现营业收入 462,716 万元， 同比下降 12.19%；实现归母净利润 223 万元，同比下降 83.94%；实现扣非净利润 -256 万元，同比下降 115.22%。分行业看，粮油食品加工业务收入 277,739 万元， 同比下降 6.66%，但 ...

Overview - China, as a populous country, has a massive demand for food, with grain demand projected to reach 861.77 million tons in 2024, while production is only expected to be 706.5 million tons, necessitating significant imports [1][9]. - The demand for feed grains such as corn and soybeans has surged due to increased consumption of livestock products as living standards rise [1][9]. Market Policies - The Chinese government emphasizes food security and has implemented various policies to control import scales and ensure the quality of imported grains [4][6]. - Recent policies include support for cross-border e-commerce and measures to stabilize foreign trade growth, reflecting a commitment to enhancing the agricultural sector [4][6]. Industry Chain - The upstream of the imported grain industry includes overseas grain planting, ocean transportation, and cold chain logistics, while the downstream consists of oil extraction, flour processing, feed production, and food processing [7]. - Key products processed from imported grains include edible oils, various flours, and animal feed, which are essential for meeting domestic consumption needs [7]. Current Development - In 2024, China is expected to import 15.753 million tons of grain, a decrease of 2.3% year-on-year, with an import dependency rate of 18.28% [11]. - Soybeans remain the largest import category, accounting for 66.67% of total imports, followed by corn and wheat at 8.66% and 2.74%, respectively [11]. Competitive Landscape - The competitive landscape includes 344 companies applying for wheat import quotas and 1,453 for corn, with major state-owned enterprises like COFCO Group holding significant market influence due to their comprehensive logistics and storage capabilities [14][22]. - COFCO Group is a leading player in the grain import sector, with a global supply chain covering grain storage, logistics, processing, and trade [22]. Industry Representative Analysis - COFCO Group has established itself as a global leader in the agricultural sector, with operations spanning across six continents and an annual grain trading volume of 170 million tons [22]. - Jin Jian Rice Industry Co., Ltd. focuses on high-quality grain and oil products, with a revenue of 4.627 billion yuan in 2024, indicating a strong presence in the agricultural trade market [24]. Development Trends - Future trends indicate a diversification in imported grain types, with an expected increase in high-end edible oils, quality rice, and specialty grains [26]. - China aims to optimize its import structure and expand its sources of grain imports, reducing reliance on single markets and enhancing trade cooperation with countries along the Belt and Road Initiative [26].