江苏扬农化工股份有限公司 第八届董事会第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。 证券代码：600486 证券简称：扬农化工 编号：临 2023-034 一、董事会会议召开情况 江苏扬农化工股份有限公司（以下简称"公司"）第八届董事会第十一次会 议，于二〇二三年八月十五日以书面方式发出通知，于二〇二三年八月二十五日 以现场及视频通讯方式在公司会议室召开。会议应到董事 8 名，实到董事 8 名。 监事会成员列席了会议。会议由董事长刘红生主持。本次会议的召开符合《公司 法》及《公司章程》的有关规定，会议合法有效。 详见上海证券交易所网站（www.sse.com.cn）。 二、董事会会议审议情况 公司本次董事会会议所有议案均获得通过，具体表决情况如下： 1、审议通过《2023 年半年度报告》及摘要。 表决结果：8 票同意，0 票反对，0 票弃权。 详见上海证券交易所网站（www.sse.com.cn），和刊登于 2023 年 8 月 29 日 上海证券报、中国证券报的《2022 年半年度报告摘要》。 2、审 ...

江苏扬农化工股份有限公司 投资者关系管理制度 江苏扬农化工股份有限公司 投资者关系管理办法 （经 2023 年 8 月 25 日董事会审议通过） 第一章 总则 第一条 为进一步规范江苏扬农化工股份有限公司（以下简称"公司"）投 资者关系管理工作，加强公司与投资者之间的有效沟通，促进公司完善治理，提 高公司质量，切实保护投资者特别是中小投资者合法权益，根据《中华人民共和 国公司法》、《中华人民共和国证券法》、中国证券监督管理委员会《上市公司投 资者关系管理工作指引》、上海证券交易所《上市公司自律监管指引第 1 号—— 规范运作》及《公司章程》等有关法律、法规、规章、规则，结合公司实际情况， 制定本办法。 第二条 投资者关系管理是指公司通过便利股东权利行使、信息披露、互动 交流和诉求处理等工作，加强与投资者及潜在投资者之间的沟通，增进投资者对 公司的了解和认同，以提升公司治理水平和企业整体价值，实现尊重投资者、回 报投资者、保护投资者目的的相关活动。 第三条 投资者关系管理的基本原则： （一）合规性原则。公司投资者关系管理应当在依法履行信息披露义务的基 础上开展，符合法律、法规、规章及规范性文件、行业规范和自律规 ...

国浩律师（南京）事务所 关 于 江苏扬农化工股份有限公司 2022 年限制性股票激励计划 调整授予价格及预留股份数量 的 网址/Website: http://www.grandall.com.cn 二〇二三年八月 国浩律师(南京)事务所 法律意见书 国浩律师（南京）事务所 关于江苏扬农化工股份有限公司 2022 年限制性股票激励计划 调整授予价格及预留股份数量 的 法律意见书 中国江苏省南京市汉中门大街 309 号 B 座 5、7-8 层 邮编：210036 5、7-8/F, Block B, 309 Hanzhongmen Street, Nanjing, China, 210036 电话/Tel: +86 25 8966 0900 传真/Fax: +86 2589660966 法律意见书 致：江苏扬农化工股份有限公司 国浩律师（南京）事务所（以下简称"本所"）接受江苏扬农化工股份有限 公司（以下简称"扬农化工"或"公司"）的委托，根据《中华人民共和国公司 法》《中华人民共和国证券法》《上市公司股权激励管理办法》（以下简称"《股权 激励管理办法》"）《国有控股上市公司（境内）实施股权激励试行办法》（国资发 ...

康旭芳女士在担任公司董事及其他职务期间恪尽职守、勤勉尽责，为促进公 司稳健发展、规范治理发挥了积极作用，公司董事会对康旭芳女士在任职期间为 公司做出的贡献表示衷心感谢。 证券代码：600486 证券简称：扬农化工 编号：临 2023-033 江苏扬农化工股份有限公司 关于董事辞职的公告 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。 江苏扬农化工股份有限公司（以下简称"公司"）董事会于 2023 年 8 月 24 日收到董事康旭芳女士的书面辞职报告，康旭芳女士因个人原因申请辞去公司董 事以及专门委员会委员职务。辞职后，康旭芳女士将不再担任公司任何职务。 根据《公司法》、《公司章程》、《上海证券交易所股票上市规则》等相关规定， 康旭芳女士的辞职未导致公司董事会成员低于法定最低人数。康旭芳女士的辞职 报告自送达公司董事会之日起生效，其辞职不会影响公司董事会的依法合规运 作，公司将尽快按照法定程序完成补选董事、调整董事会专门委员会委员等相关 工作。 江苏扬农化工股份有限公司董事会 二○二三年八月二十六日 ...

证券代码：600486 证券简称：扬农化工 公告编号：临 2023-028 江苏扬农化工股份有限公司 关于参加中国中化控股有限责任公司控股 上市公司 2022 年度暨 2023 年第一季度集体 业绩说明会的公告 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： 投资者可于 5 月 11 日(星期四)16:00 前，登录上证路演中心网站首页点 击"提问预征集"栏目或通过公司邮箱 stockcom@yangnongchem.com 进行提问。 公司将在说明会上对投资者普遍关注的问题进行回答。 二、说明会召开的时间、地点 （一）会议召开时间：2023 年 5 月 12 日 下午 14:00-18:00 （二）会议召开地点：上海证券交易所上证路演中心 （网址：http://roadshow.sseinfo.com/） （三）会议召开方式：现场交流、视频直播和网络文字互动 江苏扬农化工股份有限公司（以下简称"公司"）已于 2023 年 3 月 28 日披 露《2022 年年度报告》，并于 2023 年 4 月 25 日披露 ...

Financial Performance - The company's operating revenue for Q1 2023 was ¥4,500,001,753.05, a decrease of 14.57% compared to the same period last year[4] - Net profit attributable to shareholders was ¥754,275,388.01, down 16.59% year-on-year[4] - The basic earnings per share for the period was ¥2.434, a decrease of 16.59% compared to the previous year[4] - Total operating revenue for Q1 2023 was ¥4,500,001,753.05, a decrease of 14.6% compared to ¥5,267,778,294.74 in Q1 2022[21] - Net profit for Q1 2023 was ¥754,527,453.92, a decline of 16.6% from ¥904,504,399.84 in Q1 2022[23] - Total comprehensive income for Q1 2023 was ¥757,417242.61, down 15.6% from ¥897,358,047.90 in Q1 2022[23] Cash Flow - The net cash flow from operating activities increased by 92.70% to ¥1,521,076,742.64[4] - Cash flow from operating activities increased to ¥1,521,076,742.64, up 92.9% from ¥789,353,356.17 in Q1 2022[25] - The net cash flow from investment activities was -194,830,300.92 CNY, compared to -214,321,080.74 CNY in the previous period, indicating a slight improvement[26] - Cash inflow from financing activities totaled 250,000,271.20 CNY, significantly higher than 96,158,291.94 CNY in the previous period[26] - The net cash flow from financing activities was -6,941,770.17 CNY, a decrease from 33,946,929.63 CNY in the previous period[26] - The cash and cash equivalents at the end of the period amounted to 3,482,180,208.21 CNY, up from 2,516,874,982.41 CNY in the previous period[26] - The total cash and cash equivalents increased by 1,320,627,443.37 CNY compared to an increase of 610,836,752.39 CNY in the previous period[26] Assets and Liabilities - Total assets at the end of the reporting period reached ¥15,233,593,313.28, reflecting a 2.98% increase from the end of the previous year[5] - The company's total equity increased to CNY 9,297,668,244.98 from CNY 8,539,455,345.74, reflecting a growth of about 8.86%[20] - Total current liabilities decreased to CNY 5,441,411,516.37 from CNY 5,761,277,121.56, a reduction of approximately 5.56%[17] - The total liabilities decreased to CNY 5,935,925,068.30 from CNY 6,254,008,274.07, a reduction of approximately 5.08%[19] Shareholder Information - The company reported a total of 20,091 common shareholders at the end of the reporting period[10] Inventory and Receivables - Inventory decreased by 38.84% due to strong sales during the reporting period[7] - Accounts receivable increased to CNY 3,108,594,710.41 from CNY 2,664,648,349.62, representing a growth of approximately 16.67%[16] - Inventory decreased significantly to CNY 1,274,938,719.86 from CNY 2,084,484,094.47, a decline of about 38.7%[16] Expenses - Total operating costs decreased to ¥3,619,430,747.12, down 12.0% from ¥4,113,238,804.54 in the same period last year[21] - Research and development expenses for Q1 2023 were ¥117,572,096.81, a slight decrease of 4.0% from ¥122,876,987.97 in Q1 2022[21] - Sales expenses decreased significantly to ¥51,325,045.91, down 41.0% from ¥86,963,442.68 in the previous year[21] - Management expenses decreased to ¥163,729,457.35, down 12.8% from ¥187,648,644.90 in Q1 2022[21] Other Financial Metrics - The weighted average return on equity decreased by 3.77 percentage points to 8.46%[4] - Other comprehensive income after tax for Q1 2023 was ¥2,889,788.69, compared to a loss of ¥7,146,351.94 in Q1 2022[23] Borrowings - Short-term borrowings increased by 83.97% as a result of new bank loans[7] - Short-term borrowings rose to CNY 552,323,333.33 from CNY 300,220,000.00, indicating an increase of approximately 83.83%[17] - The company received 250,000,000.00 CNY in borrowings, a significant increase from 81,956,010.80 CNY in the previous period[26] - The cash outflow for debt repayment was 250,000,000.00 CNY, compared to 53,162,319.11 CNY in the previous period[26] Accounting Standards - The company did not apply new accounting standards or interpretations for the current year[26]

证券代码：600486 证券简称：扬农化工 公告编号：临 2022-015 江苏扬农化工股份有限公司 关于召开 2022 年度业绩说明会的公告 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： 会议召开时间：2023 年 4 月 17 日(星期一) 下午 13:00 - 14:00 会议召开地点：上海证券交易所上证路演中心（网址： http://roadshow.sseinfo.com） 会议召开方式：上证路演中心网络互动 投资者可于 2023 年 4 月 10 日(星期一)至 4 月 14 日(星期五)16:00 前登 录上证路演中心网站首页点击"提问预征集"栏目或通过公司邮箱 stockcom@yangnongchem.com 进行提问。公司将在说明会上对投资者普遍关注的 问题进行回答。 江苏扬农化工股份有限公司（以下简称"公司"）已于 2023 年 3 月 20 日发 布公司 2022 年度报告，为便于广大投资者更全面深入地了解公司 2022 年度经营 成果、财务状况，公司计划于 2023 年 4 月 17 ...

Financial Performance - The company achieved a sales revenue of RMB 15.81 billion in 2022, representing a year-on-year increase of 33.52%[24]. - The net profit attributable to shareholders reached RMB 1.79 billion, up 46.82% compared to the previous year[24]. - The net profit after deducting non-recurring gains and losses was RMB 1.93 billion, reflecting a 69.92% increase year-on-year[17]. - The operating cash flow net amount was RMB 2.12 billion, an increase of 46.10% from the previous year[17]. - The company's total assets at the end of 2022 were RMB 14.79 billion, a 12.91% increase from the end of 2021[17]. - Basic earnings per share for 2022 were RMB 5.79, a 46.82% increase from 2021[18]. - The weighted average return on equity rose to 23.18%, an increase of 4.11 percentage points from the previous year[18]. - The company's operating revenue reached approximately CNY 15.81 billion in 2022, a year-on-year increase of 33.52% from CNY 11.84 billion in 2021[37]. - The gross profit margin improved by 2.61 percentage points to 26.03% compared to the previous year[41]. - The company reported a total revenue of 1.2 billion RMB for the year 2022, representing a year-on-year increase of 15%[99]. Dividend Distribution - The company plans to distribute a cash dividend of 13.0 CNY per 10 shares (including tax) and issue 3 bonus shares for every 10 shares held, totaling a cash dividend payout of 402,868,579.10 CNY and 92,969,672 bonus shares[4]. - The cash dividend ratio for the year is 22.45%[4]. - Over the past three years, the cumulative cash dividends distributed by the company accounted for 50.33% of the average distributable profits during that period[120]. - The company has consistently paid cash dividends for the last three years, with total cash dividends reaching 1.83 times the total raised funds since its listing[120]. Audit and Compliance - The company has received a standard unqualified audit report from Suya Jincheng Accounting Firm[3]. - The company has confirmed that more than half of the directors can guarantee the authenticity, accuracy, and completeness of the annual report[5]. - The company has not faced any significant legal liabilities related to the annual report[3]. - The company has established a comprehensive internal control system, conducting monthly self-assessments of operational risks across five areas, with no major risk events reported during the year[126]. - The internal control audit conducted by Suya Jin Cheng Accounting Firm provided a standard unqualified opinion on the company's internal control system[128]. Market Position and Growth - The company is recognized as a national key high-tech enterprise and is the only Chinese company among the top 10 global agrochemical firms, with its core product, pyrethroid, ranking first in the domestic pesticide industry[28]. - The company maintained a strong market position in the pyrethroid sector, with a domestic market share of approximately 70% for its sanitary pyrethroids[56]. - The company ranked 2nd among China's top 100 pesticide sales enterprises in 2022 and has been included in the top 10 global agrochemical companies since 2019[56]. - The company plans to strengthen its market presence by expanding raw material sales and enhancing its formulation business, targeting growth in Southeast Asia, Europe, Japan, and the Americas[82]. Research and Development - The company has developed 12 new pesticide varieties and has been awarded over 750 domestic and international patents, showcasing its strong research and development capabilities[29]. - Research and development expenses rose to approximately CNY 498 million, an increase of 33.33% compared to the previous year[37]. - The company synthesized 2,980 new compounds in 2022, focusing on five products with good commercialization prospects[34]. - The company plans to prioritize technological innovation, focusing on the development of new pesticide products and improving existing product lines to maintain industry leadership[85]. Environmental Performance - The company achieved a significant reduction in CO2 emissions and major pollutants in wastewater and air, continuing to enhance its environmental performance[30]. - The company invested 28,949.6 million RMB in environmental protection during the reporting period[133]. - Jiangsu Yangnong has developed a carbon reduction action plan and is actively researching carbon reduction pathways as part of its commitment to green low-carbon development[146]. - The company has established emergency response plans for environmental incidents and conducted self-monitoring of environmental performance, with results consistently meeting standards[145]. Challenges and Risks - The company faced challenges such as logistics disruptions and raw material price fluctuations but managed to achieve record sales performance[24]. - The company faces significant challenges in maintaining stable operating performance due to global economic downturns and price declines in key products like glyphosate[77]. - The company faces risks from climate anomalies, currency fluctuations, market volatility, safety and environmental concerns, and geopolitical tensions, which it aims to mitigate through strategic measures[87][88]. Strategic Initiatives - The company plans to expand its business scope and amend its articles of association as part of its strategic initiatives[92]. - The company aims to enhance its development quality and efficiency, focusing on optimizing production layout and promoting transformation and upgrading to become a globally competitive agricultural chemical manufacturer[79]. - The company is undertaking multiple project constructions, including a digital flagship factory, to enhance operational efficiency and support future growth[86].

Financial Performance - The company's operating revenue for Q3 2022 was ¥3,536,994,847.36, representing a year-on-year increase of 38.21%[4] - The net profit attributable to shareholders for Q3 2022 was ¥123,827,880.48, a decrease of 44.74% compared to the same period last year[4] - The net profit attributable to shareholders after deducting non-recurring gains and losses was ¥216,975,639.25, showing a slight decrease of 0.73% year-on-year[4] - Total operating revenue for the first three quarters of 2022 reached ¥13,102,278,683.72, a significant increase from ¥9,241,606,251.93 in the same period of 2021, representing a growth of approximately 42.5%[20] - Net profit for the first three quarters of 2022 was ¥1,639,422,501.84, up from ¥1,016,860,535.54 in 2021, reflecting a growth of approximately 61.2%[22] - The total comprehensive income for the first three quarters of 2022 was ¥1,655,282,803.97, compared to ¥1,035,794,028.67 in 2021, representing an increase of approximately 59.8%[23] Assets and Liabilities - The total assets at the end of the reporting period amounted to ¥16,089,912,989.04, reflecting an increase of 22.80% from the end of the previous year[5] - Total assets as of September 30, 2022, are ¥16,089,912,989.04, compared to ¥13,102,131,795.06 at the end of 2021[17] - The total liabilities as of the end of the third quarter of 2022 amounted to ¥7,688,779,581.93, an increase from ¥6,155,462,524.96 at the end of 2021[20] - The company’s total liabilities as of September 30, 2022, are ¥9,413,995,939.13, reflecting an increase in financial obligations[17] - Total current liabilities increased to ¥7,413,995,939.13 from ¥5,723,683,390.63 year-over-year[17] Cash Flow - The company's cash flow from operating activities for the year-to-date was ¥2,860,629,467.88, an increase of 96.69% compared to the same period last year[4] - The net cash flow from operating activities for the first three quarters of 2022 was CNY 2,860,629,467.88, an increase of 96.7% compared to CNY 1,454,412,176.63 in the same period of 2021[24] - Total cash inflow from operating activities reached CNY 13,051,492,245.86, up from CNY 8,746,972,741.94, representing a growth of 49.5% year-on-year[24] - The total cash outflow for operating activities was CNY 10,190,862,777.98, which is an increase of 39.1% from CNY 7,292,560,565.31 in the same period of 2021[24] Shareholder Information - The total number of common shareholders at the end of the reporting period is 24,631[10] - The largest shareholder, Syngenta Group Co., Ltd., holds 112,084,812 shares, accounting for 36.17% of total shares[10] Research and Development - The company's research and development expenses increased by 39.06% during the reporting period, indicating a focus on innovation[8] - Research and development expenses for the first three quarters of 2022 were ¥376,666,871.87, up from ¥270,856,986.06 in 2021, indicating a growth of about 39%[20] Other Financial Metrics - The basic earnings per share for Q3 2022 was ¥0.400, down 44.74% year-on-year[5] - The weighted average return on equity for Q3 2022 was 1.49%, a decrease of 1.89 percentage points compared to the same period last year[5] - Earnings per share (EPS) for the third quarter of 2022 was ¥5.287, compared to ¥3.277 in the same quarter of 2021, marking an increase of about 61.1%[23] - The total equity attributable to shareholders of the parent company reached ¥8,396,988,490.77, compared to ¥6,943,617,663.79 in the previous year, showing an increase of approximately 20.9%[20]

Financial Performance - The company's operating revenue for the first half of 2022 reached ¥9,565,283,836.36, representing a 43.14% increase compared to ¥6,682,409,801.50 in the same period last year[18]. - Net profit attributable to shareholders of the listed company was ¥1,514,501,311.32, a significant increase of 91.36% from ¥791,435,428.20 in the previous year[18]. - The net profit after deducting non-recurring gains and losses was ¥1,583,030,335.08, up 105.68% from ¥769,669,465.05 in the same period last year[18]. - The net cash flow from operating activities was ¥1,724,639,900.56, an increase of 86.80% compared to ¥923,231,900.76 in the previous year[18]. - Basic earnings per share for the reporting period increased by 91.36% to 4.887 CNY compared to 2.554 CNY in the same period last year[19]. - Diluted earnings per share also rose by 91.36% to 4.887 CNY from 2.554 CNY year-on-year[19]. - The weighted average return on equity increased by 7.01 percentage points to 19.65% from 12.64% in the previous year[19]. - The net profit attributable to shareholders after deducting non-recurring gains and losses increased by 105.68% to 5.108 CNY per share from 2.484 CNY[19]. - The company reported a total non-recurring loss of 68,529,023.76 CNY, primarily due to fair value changes in financial assets and liabilities[21]. Assets and Liabilities - The net assets attributable to shareholders of the listed company at the end of the reporting period were ¥8,268,671,358.24, a 19.08% increase from ¥6,943,617,663.79 at the end of the previous year[18]. - Total assets increased by 25.93% to ¥16,499,191,838.25 from ¥13,102,131,795.06 at the end of the previous year[18]. - The company reported a significant increase in accounts receivable, which rose by 82.78% to ¥515,443.05 million, attributed to the peak sales season for pesticides[41]. - Total liabilities reached CNY 8.23 billion, compared to CNY 6.16 billion, indicating an increase of about 33.9%[111]. - The company’s total assets at the end of the reporting period were approximately CNY 6.53 billion[131]. Research and Development - Research and development expenses rose by 43.06% to ¥249,571,547.45, compared to ¥174,457,670.99 last year, reflecting increased investment in R&D[37]. - The company has established a national key laboratory for new pesticide creation and development, enhancing its research capabilities[26]. - The company aims to contribute to the modernization of Chinese agriculture through innovation and has participated in 20 national-level research projects[26]. - The company accelerated the development of new formulations, completing 11 new formula adjustments and 5 formula optimizations during the reporting period[32]. Environmental and Safety Initiatives - The company has implemented a comprehensive loss control system focusing on HSE risk management, achieving significant improvements in safety and environmental performance[30]. - The company has established a comprehensive wastewater treatment facility with a daily processing capacity of 12,000 tons at both of its plants, ensuring stable and compliant pollutant discharge[66]. - Jiangsu Youjia has built four sets of RTO regenerative thermal oxidation devices with a total capacity of 320,000 Nm³/hr for waste gas treatment, enhancing organized waste gas collection and control[66]. - The company has implemented an emergency response plan for environmental incidents, with two drills conducted during the reporting period[68]. - The company’s pollution prevention facilities are operating well, with stable and compliant pollutant emissions throughout the reporting period[67]. Market Position and Sales - The company is a leading supplier of pyrethroid active ingredients, ranking first in the domestic pesticide industry[26]. - The company's pesticide sales in the domestic market grew by 32% despite challenges such as repeated COVID-19 outbreaks and price volatility[33]. - The trade business saw a remarkable growth of 105%, achieving sales of 2.4 billion CNY[33]. - The company was ranked second in the 2022 National Pesticide Industry Sales TOP100, maintaining strong brand recognition and influence in the industry[33]. Corporate Governance - The company has elected a new board of directors, including Thomas Gray and Yang Jian, during the annual shareholders' meeting held on June 13, 2022[56]. - The company appointed new senior management, including Wu Xiaojun as General Manager and Li Changqing as Financial Responsible Person[58]. - The company has not proposed any profit distribution or capital reserve transfer plans for the half-year period[59]. Related Party Transactions - The estimated amount for related party transactions with Syngenta Group for 2022 is RMB 52,200 million, while the actual amount for the first half of 2022 is RMB 27,323.10 million[86]. - The company has committed to resolving competition issues with Syngenta Group through various methods, including asset restructuring and joint ventures, effective for five years from the date of the commitment[81]. - The company will ensure that related party transactions with Syngenta Group are conducted in compliance with relevant laws and regulations, maintaining fair pricing and protecting shareholder interests[81]. Financial Management - The company established a financial pool with its financial company to facilitate centralized management of funds among subsidiaries[93]. - The total amount of guarantees provided by the company during the reporting period (excluding guarantees to subsidiaries) is yet to be disclosed[96]. - The company reported a procurement total of CNY 186,977.00 million, with a service revenue of CNY 59,061.89 million[87]. Risk Management - The company has outlined potential risks in the management discussion and analysis section of the report[4]. - The company faces climate risks that could negatively impact crop growth and pesticide demand, prompting ongoing development of new pesticide varieties[52]. - The company has significant foreign exchange risk due to large export volumes, and plans to enhance research on international trade and exchange rate policies to mitigate this risk[52]. - The company aims to balance domestic and international sales to reduce market risk associated with high reliance on foreign markets[52].