独立董事提名人声明与承诺 提名人乐山巨星农牧股份有限公司董事会，现提名李光金为 乐山巨星农牧股份有限公司第五届董事会独立董事候选人，并已 充分了解被提名人职业、学历、职称、详细的工作经历、全部兼 职、有无重大失信等不良记录等情况。被提名人已同意出任乐山 巨星农牧股份有限公司第五届董事会独立董事候选人（参见该独 立董事候选人声明）。提名人认为，被提名人具备独立董事任职 资格，与乐山巨星农牧股份有限公司之间不存在任何影响其独立 性的关系，具体声明并承诺如下： 一、被提名人具备上市公司运作的基本知识，熟悉相关法律、 行政法规、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。 被提名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、被提名人任职资格符合下列法律、行政法规和部门规章 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； （二）《中华人民共和国公务员法》关于公务员兼任职务的 规定（如适用）； （三）中国证监会《上市公司独立董事管理办法》、上海证 券交易所自律监管规则以及公司章程有关独立董事任职资格和 条件的相关规定； （ ...

独立董事候选人声明与承诺 本人周磊，已充分了解并同意由提名人乐山巨星农牧股份有 限公司董事会提名为乐山巨星农牧股份有限公司第五届董事会 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乐山巨星农牧股份有限公司独立 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。 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； （二）《中华人民共和国公务员法》关于公务员兼任职务的 规定（如适用）； （三）中国证监会《上市公司独立董事管理办法》、上海证 券交易所自律监管规则以及公司章程有关独立董事任职资格和 条件的相关规定； （四）中共中央纪委、中共中央组织部《关于规范中管干部 辞去公职或者退（离）休后担任上市公司、基金管理公司独立董 事、独立监事的通知》的规定（如适用）； （五）中共中央组织部《关于进一步规范党政领导干部在企 业兼职（任职）问题的意 ...

一、 召开会议的基本情况 | 证券代码：603477 | 证券简称：巨星农牧 | 公告编号：2025-097 | | --- | --- | --- | | 债券代码：113648 | 债券简称：巨星转债 | | 乐山巨星农牧股份有限公司 关于召开2025年第三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： 作》等有关规定执行。 (七) 涉及公开征集股东投票权 不涉及。 (一) 股东会类型和届次 2025年第三次临时股东会 涉及融资融券、转融通业务、约定购回业务相关账户以及沪股通投资者 的投票，应按照《上海证券交易所上市公司自律监管指引第 1 号 — 规范运 (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会网络投票系统 网络投票起止时间：自2025 年 11 月 14 日 至2025 年 11 月 14 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 东会召开当日的交易时间段，即 9:15-9:25，9:30-11:30，13:00-1 ...

Core Insights - The aquaculture sector experienced a slight increase of 0.07% on October 29, with Luo Niushan leading the gains [1] - The Shanghai Composite Index closed at 4016.33, up 0.7%, while the Shenzhen Component Index closed at 13691.38, up 1.95% [1] Aquaculture Sector Performance - Luo Niushan (000735) closed at 7.17, with a rise of 4.98% and a trading volume of 686,700 shares [1] - Yisheng Co. (002458) closed at 9.00, up 1.12%, with a trading volume of 119,500 shares [1] - Xiantan Co. (002746) closed at 6.29, up 0.96%, with a trading volume of 164,100 shares [1] - Shengnong Development (002299) closed at 16.91, up 0.96%, with a trading volume of 105,700 shares [1] - New Hope (000876) closed at 9.78, up 0.31%, with a trading volume of 225,700 shares [1] - Wens Foodstuff Group (300498) closed at 18.28, up 0.27%, with a trading volume of 383,700 shares [1] - Muyuan Foods (002714) closed at 50.40, down 0.04%, with a trading volume of 216,600 shares [1] Capital Flow Analysis - The aquaculture sector saw a net outflow of 70.05 million yuan from institutional investors, while retail investors had a net inflow of 89.02 million yuan [2] - The main capital inflow was observed in Luo Niushan, with a net inflow of 72.65 million yuan, despite a net outflow from retail and speculative investors [3] - Other companies like Xiantan Co. and Zhengbang Technology experienced mixed capital flows, with some seeing net outflows from institutional and speculative investors [3]

Core Points - The company has issued a notice regarding the potential adjustment of the conversion price of its convertible bonds, "Giant Star Convertible Bonds," if certain stock price conditions are met [2][6][8] Group 1: Convertible Bond Issuance - The company issued convertible bonds with a total face value of 1 billion yuan, consisting of 10 million bonds at a face value of 100 yuan each, with a maturity of 6 years and a tiered interest rate structure [2][3] - The bonds were approved by the China Securities Regulatory Commission and began trading on May 17, 2022, under the code "113648" [3] Group 2: Conversion Price Adjustment - The initial conversion price was set at 25.24 yuan per share, which was adjusted to 25.21 yuan per share on August 8, 2023, following a profit distribution plan approved at the annual shareholders' meeting [4] - A further adjustment to the conversion price to 25.04 yuan per share is scheduled to take effect on June 17, 2025, based on the company's profit distribution plan for 2024 [5] Group 3: Trigger Conditions for Price Adjustment - The conversion price can be adjusted downwards if the company's stock price falls below 80% of the current conversion price for at least 15 out of 30 consecutive trading days [6][8] - As of October 27, 2025, the stock price has been below 20.032 yuan (80% of 25.04 yuan) for 10 trading days, indicating a potential trigger for the price adjustment if the trend continues [7][8]

Core Insights - The report indicates that the swine industry is entering a de-stocking cycle, while the beef cattle sector continues to experience an upward trend in demand and pricing [2][3] Group 1: Swine Industry - The swine sector is witnessing accelerated de-stocking driven by policy and market dynamics, presenting a good opportunity for investment [3][43] - As of Q3 2025, China's pig output reached 530 million heads, a year-on-year increase of 1.8%, with pork production at 43.68 million tons, up 3.0% year-on-year [10][13] - The average price of pigs in October 2025 dropped to 10.84 yuan/kg, a significant decline of 40.28% year-on-year, marking a new low for the year [10][13] Group 2: Beef Cattle Industry - The beef cattle supply is contracting, with the cycle of demand expected to continue its upward trajectory until 2027 [4][49] - In Q3 2025, the number of beef cattle in China was 99.32 million heads, a decrease of 2.4% year-on-year, while beef production reached 5.5 million tons, up 3.3% year-on-year [49][51] - The average price of beef in September 2025 was 70.52 yuan/kg, reflecting a year-on-year increase of 5.36% [59] Group 3: Poultry Industry - The white chicken sector is experiencing a gradual increase in demand, with the output of white feathered chickens expected to rise to 90.3 million heads in 2024, a year-on-year increase of 2.2% [94][98] - The rolling update of grandparent stock for white feathered chickens is projected to decline, which will support an increase in chicken prices in 2026 [100] Group 4: Seed Industry - Grain prices are expected to stabilize and rise due to various factors, including U.S.-China tariff disturbances and climate impacts [6] - The commercialization of genetically modified crops is anticipated to accelerate, supported by an increase in the number of approved varieties [6] Group 5: Pet Industry - The pet food export volume in China increased by 7.55% year-on-year from January to September 2025, indicating strong performance from leading companies [7] - Domestic pet consumption is expected to grow due to increasing companionship demand and emotional value associated with pet ownership [7]

Investment Rating - The investment rating for the company is "Buy" [6][10]. Core Views - The company reported a significant increase in the number of market pigs sold, but faced losses in Q3 due to low pig prices [2][3]. - The company achieved a revenue of 563.9 million yuan and a net profit attributable to the parent company of 10.7 million yuan for the first three quarters of 2025, reflecting a year-on-year increase of 42.57% in revenue but a decrease of 58.69% in net profit [1][3]. - The average selling price of market pigs showed a declining trend from July to September, impacting the company's profitability [2][3]. Summary by Sections Financial Performance - For Q3 2025, the company reported revenue of 192.2 million yuan and a net loss of 7.4 million yuan, with year-on-year changes of +11.57% in revenue and -124.32% in net profit [1][2]. - The gross margin for the first three quarters of 2025 was 10.44%, down 7.40 percentage points year-on-year, while the gross margin for Q3 was 4.11%, down 22.26 percentage points year-on-year [3]. Production and Sales - The company sold 2.931 million market pigs in the first three quarters of 2025, a year-on-year increase of 63.64%, and 1.025 million in Q3, up 45.98% year-on-year [2]. - The company aims to achieve an annual market pig output of around 4 million heads, in line with its initial targets [2]. Cost and Expense Management - The company’s expense ratio for the first three quarters of 2025 was 7.45%, down 2.71 percentage points year-on-year, indicating effective cost control despite the revenue growth [3]. - The decline in various expense ratios was attributed to the increase in revenue, which diluted the overall expense burden [3]. Future Outlook - The company’s net profit forecasts for 2025 to 2027 are 121 million yuan, 604 million yuan, and 896 million yuan, respectively, with a significant expected recovery in 2026 and 2027 [3][5]. - The company is expected to maintain stable growth in pig output and has strong cost control capabilities, positioning it well for medium to long-term growth [3].

Group 1: Report Summary - Report research industry: Agriculture, Animal Husbandry, Feed and Fishery [2] - Report research company: Juxing Agriculture and Animal Husbandry [17] - Research date: October 27, 2025 [17] - Company reception personnel: Chairman Duan Lifeng, General Manager Tang Chunxiang, Board Secretary Zhang Geng, Financial Controller Chen Liqing, Independent Directors Zhang Moying, Liu Yaxi, and Zou Xuemei [17] Group 2: Core Views - The company focuses on the main path of pig farming business, maintains high - quality development while operating safely, and continues to improve breeding efficiency and reduce costs to achieve annual business plan goals [25] - The full cost of the company's pig - farming business may fluctuate due to comprehensive factors such as breeding costs and expense amortization, and the company will improve costs through efficiency improvement and conduct impairment provision work according to accounting standards [25] - The company's pig - farming business suffered losses in the third quarter mainly because of the decline in commercial pig sales prices [25] - The company will reasonably plan funds, use methods like "cash dividends, share repurchases, and investor relations management" to enhance investment value and increase investors' returns [26] Group 3: Summary by Directory 01. Basic Research Information - Research object: Juxing Agriculture and Animal Husbandry [17] - Industry: Agriculture, Animal Husbandry, Feed and Fishery [17] - Reception time: October 27, 2025 [17] - Company reception personnel: Chairman, General Manager, Board Secretary, Financial Controller, and Independent Directors [17] 02. Detailed Research Institutions - The reception objects include investors and others [20] 03. Proportion of Research Institutions - No relevant content provided 04. Main Content Data - **Cost target**: The company continues to focus on the pig - farming business, aiming to achieve the annual business plan goal of a 6.5 - yuan - per - jin cost while improving efficiency and reducing costs [25] - **Cost analysis**: The full cost of pig - farming business is affected by multiple factors and may fluctuate. The company will improve costs through efficiency improvement and conduct impairment provision work as required [25] - **Loss reasons**: The loss in the third quarter of pig - farming business was mainly due to the decline in commercial pig sales prices [25] - **Performance and convertible bonds**: The company will reasonably plan funds, enhance investment value, and increase investors' returns. Regarding the 900 - million - yuan convertible bonds with more than 2 years until maturity, the company will take measures to promote redemption or conversion [26]

| 证券代码：603477 | 证券简称：巨星农牧 | 公告编号：2025-095 | | --- | --- | --- | | 债券代码：113648 | 债券简称：巨星转债 | | 截至 2025 年 10 月 27 日，乐山巨星农牧股份有限公司（以下简称"公 司"）股价已出现有十个交易日的收盘价低于转股价格 25.04 元/股的 80% （20.032 元/股），若公司股价在连续三十个交易日中至少有十五个交易日的收 盘价低于当期转股价格的 80%，将触发"巨星转债"转股价格向下修正条款。若 触发条件，公司将于触发条件当日召开董事会审议决定是否向下修正转股价格， 并及时履行信息披露义务。敬请广大投资者注意投资风险。 一、 巨星转债基本情况 （一）可转债发行情况 经中国证券监督管理委员会（以下简称"中国证监会"）证监许可[2022]663 号核准，公司于 2022 年 4 月 25 日向社会公开发行了面值总额 100,000.00 万元的可 转换公司债券，每张面值为人民币 100.00 元，发行数量 1,000 万张，发行价格为人 民币 100.00 元/张，期限 6 年，本次发行的票面利率：第一年 0. ...

Investment Rating - The investment rating for the company is "Buy" (maintained) [1] Core Views - The company has shown steady growth in pig output, which continues to drive improvements in production performance. Despite a decline in pig prices and macro capacity adjustments in the industry, the company maintains a positive outlook on its operational performance [4][5] - The revenue for Q1-Q3 2025 reached 5.639 billion yuan, representing a year-on-year increase of 42.57%. However, the net profit attributable to the parent company was 107 million yuan, down 58.69% year-on-year [4] - The company has adjusted its profit forecasts for 2025-2027, now expecting net profits of 16 million yuan, 417 million yuan, and 802 million yuan respectively for those years [4] Summary by Sections Financial Performance - For Q1-Q3 2025, the company reported a revenue of 5.639 billion yuan, with a year-on-year growth of 42.57%. The net profit attributable to the parent company was 107 million yuan, reflecting a significant decline of 58.69% year-on-year. In Q3 alone, revenue was 1.922 billion yuan, up 11.57% year-on-year, but the net profit was a loss of 74 million yuan, down 124.32% year-on-year [4][5] - The company’s pig output for Q1-Q3 2025 was 2.9343 million heads, an increase of 63.02% year-on-year, with a sales revenue of 5.153 billion yuan and an average selling price of 14.08 yuan per kilogram [5] Cost Management - The company maintained a stable production cost of 13.6 yuan per kilogram in Q3 2025, with expectations to reduce it to below 13 yuan per kilogram in Q4 2025. The company’s PSY (pigs per sow per year) reached 29, and the cost of weaned piglets dropped to 255 yuan per head [5] Leather Business - The leather business showed signs of improvement, with the company actively adjusting sales strategies to expand its customer base. The financial health of the company remains stable, with a cash balance of 616 million yuan, up 28.28% year-on-year, and a debt-to-asset ratio of 66.62%, an increase of 5.81 percentage points year-on-year [6]