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 回购注销部分已授予限制性股票 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 网址/Website: http://www.grandall.com.cn 二〇二四年八月 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 回购注销部分已授予限制性股票的 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》（以下简称"《公司法》"）、《中华人民共和国证券法》（以下简称"《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》" ...

Investment Rating - The report maintains a "Strong Buy" rating for Yangnong Chemical (600486) with a target price of 74.34 CNY per share, compared to the current price of 60.25 CNY [1][2]. Core Views - The company achieved a positive year-on-year profit growth in Q3 2024, with the successful rollout of the Youchuang project contributing to this performance [1][2]. - Despite a decline in revenue of 13.57% year-on-year for the first three quarters of 2024, the company reported a net profit of 10.26 billion CNY, down 24.61% year-on-year [1]. - The report highlights that the company's raw material business saw a revenue increase of 4.11% year-on-year in Q3 2024, while the formulation business experienced a significant decline [2]. Financial Summary - For Q3 2024, Yangnong Chemical reported revenues of 23.17 billion CNY, with a year-on-year increase of 4.98% but a quarter-on-quarter decrease of 8.16% [1]. - The company's raw material sales volume reached 26,100 tons in Q3 2024, reflecting a year-on-year increase of 11.68% [2]. - The average price of raw materials in Q3 2024 was 57,400 CNY per ton, showing a year-on-year decrease of 6.78% [2]. Future Projections - The report forecasts net profits for Yangnong Chemical to be 14.16 billion CNY, 16.81 billion CNY, and 19.49 billion CNY for the years 2024, 2025, and 2026 respectively [2]. - The expected revenue growth rates for the upcoming years are projected at 33.1% for 2024, 16.2% for 2025, and 13.6% for 2026 [3]. Market Position - The report emphasizes the company's strong market position and its ability to adapt to changing procurement patterns in the agricultural sector, which is shifting towards smaller, more frequent orders [2]. - The successful implementation of the Youchuang project is expected to enhance the company's performance and contribute to revenue growth in the coming years [2].

Investment Rating - The investment rating for the company is "Buy" (maintained) [1] Core Views - The company has achieved year-on-year growth in Q3, supported by the YouChuang project for future growth [1] - The company's revenue for the first three quarters reached 8.016 billion yuan, a year-on-year decrease of 13.57%, while the net profit attributable to shareholders was 1.026 billion yuan, down 24.61% year-on-year [1] - The average selling price of raw materials has decreased significantly, with the average price of raw materials at 63,400 yuan per ton, down 20.13% year-on-year [1] - The agricultural chemical raw material prices are expected to stabilize at the bottom, with market demand gradually recovering [1][3] Financial Performance Summary - In Q3 2024, the company achieved total revenue of 2.317 billion yuan, a year-on-year increase of 4.98% but a quarter-on-quarter decrease of 8.16% [1] - The net profit attributable to shareholders in Q3 2024 was 263 million yuan, up 10.87% year-on-year but down 21.34% quarter-on-quarter [1] - The company’s net profit for the first three quarters was 1.026 billion yuan, with a significant decline attributed to the drop in main product prices [1] - The projected net profits for 2024-2026 are 1.294 billion, 1.582 billion, and 1.861 billion yuan respectively, with corresponding P/E ratios of 19X, 15X, and 13X [3][5] Project Development - The YouChuang project has entered trial production, optimizing the layout to support long-term growth [1][2] - The project aims to address bottlenecks faced by the subsidiary Shenyang Kechuang and enhance the company's production capabilities [1][2]

Investment Rating - The investment rating for the company is "Buy" (maintained) [1] Core Views - The company's Q3 performance showed year-on-year improvement, primarily driven by growth in the production and sales of raw materials and formulations, alongside ongoing cost reduction and efficiency enhancement efforts [3][4] - The company is expected to benefit from the orderly progress of the Huludao project, which is anticipated to contribute to its medium to long-term growth potential [3][4] Financial Summary - For Q3 2024, the company achieved revenue of 23.17 billion yuan, a year-on-year increase of 4.98%, and a net profit attributable to shareholders of 2.63 billion yuan, up 10.87% year-on-year [3][4] - The company’s revenue for the first three quarters of 2024 was 80.16 billion yuan, down 13.57% year-on-year, with a net profit of 10.26 billion yuan, down 24.61% year-on-year [3][4] - The projected net profits for 2024, 2025, and 2026 are 12.45 billion yuan, 14.95 billion yuan, and 20.88 billion yuan, respectively, with corresponding EPS of 3.06 yuan, 3.68 yuan, and 5.13 yuan [3][5] Business Performance - In the first three quarters of 2024, the company’s raw material and formulation sales volumes were 7.61 million tons and 3.43 million tons, respectively, reflecting year-on-year increases of 1.4% and 2.7% [4][6] - The average selling prices for raw materials and formulations decreased by 20.1% and 11.7% year-on-year, respectively, indicating ongoing pricing pressure in the agricultural chemicals market [4][6] Market Conditions - The agricultural chemicals market is currently facing price pressures due to oversupply, with 66% of tracked products experiencing price declines year-on-year [4][7] - The company’s operational excellence has allowed it to achieve year-on-year growth in production and sales despite these market challenges [4][7] Valuation Metrics - The current price-to-earnings (P/E) ratios for 2024, 2025, and 2026 are projected at 19.7, 16.4, and 11.7, respectively [3][5] - The company’s return on equity (ROE) is expected to be 11.8% in 2024, increasing to 15.5% by 2026 [5][10]

Investment Rating - The report maintains a "Buy" rating for the company [1][2]. Core Views - The company's performance in the first three quarters of 2024 met expectations, with a revenue of 8.016 billion yuan, down 13.57% year-on-year, and a net profit of 1.026 billion yuan, down 24.62% year-on-year. The third quarter alone saw a revenue of 2.317 billion yuan, up 4.98% year-on-year, and a net profit of 263 million yuan, up 10.87% year-on-year [1]. - The company is expected to benefit from the production of the Huludao project, which is anticipated to contribute significantly to revenue and profit once operational [1]. Summary by Relevant Sections Financial Performance - In the first three quarters of 2024, the company's revenue was 8.016 billion yuan, a decrease of 13.57% year-on-year, while the net profit was 1.026 billion yuan, down 24.62% year-on-year. The third quarter showed a revenue of 2.317 billion yuan, an increase of 4.98% year-on-year, and a net profit of 263 million yuan, up 10.87% year-on-year [1]. - The company's product prices have seen a decline, with the raw material business generating 4.821 billion yuan in revenue at a price of 63,400 yuan per ton, down 20.13% year-on-year [1]. Market Position and Pricing - Current market prices for the company's products are at historical lows, with key products like the insecticide "Kungfu" priced at 107,000 yuan per ton, and glyphosate at 25,200 yuan per ton, both reflecting significant declines [1]. - The company has ongoing construction projects worth 1.609 billion yuan, primarily for the Huludao base, which includes the production of various pesticide raw materials [1]. Profit Forecast and Valuation - The forecasted net profits for the company from 2024 to 2026 are 1.403 billion yuan, 1.766 billion yuan, and 2.051 billion yuan, respectively, with corresponding EPS of 3.45, 4.34, and 5.05 yuan. The current market capitalization corresponds to PE ratios of 17.71X, 14.08X, and 12.10X for the same periods [2][4].

Investment Rating - The report maintains a "Buy" rating for the company [5][7]. Core Views - The company's Q3 performance met market expectations, with significant year-on-year increases in product sales and production, demonstrating resilience amid the bottoming out of the pesticide market [3]. - The report anticipates a weak recovery in the pesticide industry in the short term, leading to a downward revision of profit forecasts for 2024-2026 [5]. - The company is expected to benefit from its leading position and superior performance resilience, with a target price maintained at 78.57 yuan, corresponding to a PE ratio of 21.1 times for 2025 [5]. Financial Summary - For the first three quarters of 2024, the company achieved operating revenue of 8.016 billion yuan, a year-on-year decrease of 13.57%, and a net profit attributable to the parent company of 1.026 billion yuan, down 24.61% year-on-year [5]. - In Q3 alone, the company reported operating revenue of 2.317 billion yuan, a year-on-year increase of 4.98%, while net profit was 263 million yuan, up 10.87% year-on-year [5]. - The gross margin for Q3 was 23.51%, showing a slight decline both year-on-year and quarter-on-quarter [5]. - The company's sales volumes for raw materials and formulations in Q3 were 26,100 tons and 6,200 tons, respectively, reflecting year-on-year increases of 11.68% and 28.60% [5]. Market Conditions - The pesticide prices are currently in a bottoming phase, with slight recoveries observed in insecticide and fungicide prices due to supply-demand tightness [5]. - The report notes that the pesticide price index as of October 27, 2024, showed declines compared to 2023, indicating ongoing market challenges [5].

证券代码：600486 证券简称：扬农化工 编号：临 2024-048 江苏扬农化工股份有限公司 第八届董事会第二十一次会议决议公告 表决结果：9 票同意、0 票反对、0 票弃权。 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 江苏扬农化工股份有限公司（以下简称"公司"）第八届董事会第二十一次 会议，于二〇二四年十月二十一日以书面方式发出通知，于二〇二四年十月 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 9 名，实到董 事 9 名。监事会成员列席了会议。会议由董事长苏赋主持。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。 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《2024 年第三季度报告》。 表决结果：9 票同意、0 票反对、0 票弃权。 本议案已经本公司董事会审计委员会审议通过，并同意提交董事会审议。 详见上海证券交易所网站（www.sse.com.cn），和刊登于 2024 年 10 月 29 日 上海证 ...

Financial Performance - The company's operating revenue for Q3 2024 was ¥2,316,997,538, representing a year-on-year increase of 4.98%[2] - The net profit attributable to shareholders for the same period was ¥262,720,947, an increase of 10.87% compared to the previous year[2] - The net profit attributable to shareholders after deducting non-recurring gains and losses was ¥248,863,469, up by 12.01% year-on-year[2] - The basic earnings per share for Q3 2024 was ¥0.646, marking an increase of 11.68% year-on-year[2] - The diluted earnings per share also stood at ¥0.646, with the same year-on-year growth of 11.68%[2] - Total operating revenue for the first three quarters of 2024 was CNY 8,015,697,859.55, a decrease of 13.5% compared to CNY 9,273,686,653.08 in the same period of 2023[13] - Net profit for the first three quarters of 2024 was CNY 1,026,323,014.97, down 24.6% from CNY 1,361,553,318.47 in 2023[15] - Basic earnings per share for the first three quarters of 2024 were CNY 2.524, compared to CNY 3.368 in the same period of 2023, a decline of 25.1%[15] - The total profit for the first three quarters of 2024 was CNY 1,184,128,367.08, down 26.9% from CNY 1,619,692,461.39 in 2023[15] Assets and Liabilities - The total assets at the end of the reporting period reached ¥17,109,941,296, reflecting an increase of 8.96% from the end of the previous year[5] - The equity attributable to shareholders was ¥10,375,238,234, which is a 7.27% increase compared to the previous year[5] - The company's current assets decreased to RMB 7,521,304,447.89 from RMB 9,074,848,222.53, reflecting a decline of about 17.14%[11] - The accounts receivable increased significantly to RMB 2,575,731,469.19, up from RMB 1,894,564,262.29, marking an increase of approximately 36.00%[10] - Inventory levels decreased to RMB 1,174,670,178.44 from RMB 1,589,839,518.55, indicating a reduction of about 26.00%[11] - The total liabilities rose to RMB 6,728,393,696.80 from RMB 6,025,785,630.50, which is an increase of approximately 11.66%[12] - The company's equity attributable to shareholders increased to RMB 10,375,238,234.43 from RMB 9,671,738,141.26, reflecting a growth of about 7.29%[12] - The company's long-term assets increased significantly to RMB 9,588,636,848.32 from RMB 6,628,398,075.46, representing a growth of about 44.40%[11] Cash Flow - The net cash flow from operating activities for the year-to-date was ¥3,103,545,535, down by 14.39% compared to the previous year[2] - Cash flow from operating activities for the first three quarters of 2024 was CNY 3,103,545,535.39, down from CNY 3,625,082,763.34 in 2023, a decrease of 14.4%[16] - The company reported a net cash inflow from investment activities of CNY 1,952,297,567.63, compared to CNY 7,035,718.54 in 2023[16] - Net cash flow from investment activities was -CNY 1,688,391,255.78, an improvement compared to -CNY 3,409,873,587.47 in the same period last year[17] - Cash inflow from financing activities amounted to CNY 1,260,528,313.00, significantly higher than CNY 690,890,970.00 in the previous year, representing an increase of about 82.5%[17] - Cash outflow from financing activities was CNY 1,723,228,868.93, compared to CNY 972,645,726.43 in the previous year, indicating a year-over-year increase of approximately 77.0%[17] - The net increase in cash and cash equivalents was CNY 949,338,977.12, a recovery from a decrease of -CNY 47,654,146.26 in the same quarter last year[17] - The ending balance of cash and cash equivalents reached CNY 1,477,837,497.99, down from CNY 2,113,898,618.58 in the previous year[17] Expenses and Investments - Total operating costs decreased to CNY 6,882,904,567.55 from CNY 7,745,129,574.32, reflecting a reduction of 11.1%[13] - Research and development expenses for the first three quarters of 2024 were CNY 249,458,370.83, down 17.2% from CNY 301,369,285.62 in 2023[13] - Other income increased to CNY 45,762,517.57 from CNY 16,413,313.26, showing a significant growth of 179.5%[13] - Investment income turned positive at CNY 148,686.90 compared to a loss of CNY 3,457,206.38 in the same period of 2023[13] - Cash outflow for the acquisition of fixed assets, intangible assets, and other long-term assets was CNY 1,050,601,706.91, compared to CNY 809,569,437.57 in the previous year, reflecting an increase of approximately 29.7%[17] Other Information - The weighted average return on equity for the reporting period was 2.56%, an increase of 0.04 percentage points compared to the previous year[2] - Non-recurring gains and losses for the current period totaled ¥13,857,479, with a year-to-date total of ¥39,079,461[6] - The company reported a net increase in pledged loans, although specific figures were not disclosed in the report[17] - The company has not adopted new accounting standards or interpretations for the current fiscal year[17] - The cash received from investment activities was CNY 10,528,313.00, a decrease from CNY 140,890,970.00 in the previous year[17]

为保证董事会工作顺利开展，经公司提名委员会提名，公司于 2024 年 10 月 25 日召开第八届董事会第二十一次会议，审议通过了《关于聘任高级管理人 员的议案》，聘任现任财务负责人李常青先生（简历详见附件）为公司董事会秘 书，任期自本次董事会审议通过之日起至公司第八届董事会届满之日止。 李常青先生已完成上海证券交易所主板上市公司董事会秘书任职培训，取得 《董事会秘书任职培训证明》，具备履行职责所必需的专业知识及工作经验，任 职资格符合《公司法》、《公司章程》、《上海证券交易所上市公司自律监管指引第 1 号——规范运作》等相关规定。 董事会秘书联系方式： 证券代码：600486 证券简称：扬农化工 编号：临 2024-050 江苏扬农化工股份有限公司 关于变更董事会秘书的公告 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。 一、董事会秘书辞职情况 江苏扬农化工股份有限公司（以下简称"公司"）董事会于 2024 年 10 月 25 日收到董事会秘书陆东升先生的书面辞职报告，陆东升先生因工作调整申请辞去 公司董事会秘书职务，辞职后 ...

江苏扬农化工股份有限公司 第八届监事会第十六次会议决议公告 本公司监事会及全体监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、监事会会议召开情况 江苏扬农化工股份有限公司（以下简称"公司"）第八届监事会第十六次会 议，于二〇二四年十月二十一日以书面方式发出通知，于二〇二四年十月二十五 日以现场及视频通讯方式在公司会议室召开。会议应到监事5名，实到监事5名。 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。 二、监事会会议审议情况 本次监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《2024 年第三季度报告》。 证券代码：600486 证券简称：扬农化工 编号：临 2024-049 监事会认为该报告的编制和审议程序符合法律、法规、公司章程的规定，报 告的内容和格式符合中国证监会和上海证券交易所的各项规定，真实地反映了公 司 2024 年前三季度的经营成果和财务状况，参与报告编制和审议的人员无违反 保密规定的行为。 2、选举监事王春鹏为第八届监事会主席。 表决结果：5 票同意、0 票反对、0 票弃权。 特此公 ...