Core Points - The company is holding its 2024 Annual General Meeting to discuss various proposals including the annual report, board work report, and financial matters [1][2][10] - The company reported a revenue increase of 11.72% in 2024 compared to 2023, with total revenue reaching approximately 1.45 billion yuan [14] - The company plans to apply for a comprehensive credit limit of up to 500 million yuan for 2025 [22][24] Group 1: Meeting Agenda - The meeting will be held on April 18, 2025, with both on-site and online voting options available [1] - Key agenda items include the approval of the 2024 annual report, board work report, and financial statements [2][10] - The company will also discuss the remuneration for non-independent directors and senior management for 2024 and 2025 [19][22] Group 2: Financial Performance - The company reported a net profit of approximately 18.93 million yuan for 2024, a significant improvement from a loss in the previous year [16][18] - Total assets increased by 128.95 million yuan, with a debt ratio of 29.62%, up by 2.57 percentage points from the previous year [15][18] - The company plans not to distribute profits for 2024 due to accumulated losses [18][19] Group 3: Governance and Compliance - The board has implemented a new public opinion management system to enhance governance and risk management [4][8] - Independent directors have actively participated in board meetings and provided professional opinions on various matters [8][10] - The company emphasizes compliance with legal and regulatory requirements in its operations and governance [8][12]

Meeting Information - The company will hold the 2024 Annual General Meeting on April 18, 2025, at 15:00 [1] - Network voting will be available on the Shenzhen Stock Exchange from 9:15 to 15:00 on the same day [1][2] - All shareholders registered by the close of trading on April 15, 2025, are entitled to attend and vote [2] Voting Procedures - Shareholders can choose between on-site voting and network voting, but not both for the same shares [2] - The voting process includes non-cumulative voting for certain proposals and cumulative voting for director and supervisor candidates [3][4] - Specific voting rights are allocated based on the number of shares held, with a maximum number of votes allowed for each proposal [7] Agenda Items - The meeting will review proposals including the remuneration results for non-independent directors, supervisors, and senior management for 2024, and the authorization for the board to issue shares to specific targets [3][9] - Certain proposals require a special resolution, needing approval from over two-thirds of the voting rights present [3] - Independent directors will present their annual reports, which do not require a vote [4] Registration and Attendance - Legal representatives of corporate shareholders must provide specific documentation for registration [5] - Individual shareholders must present their Shenzhen securities account card and valid identification for registration [5] - Registration can be done in person, via email, or by mail, but phone registrations are not accepted [5] Network Voting Details - The company provides a platform for network voting through the Shenzhen Stock Exchange's trading system and internet voting system [5][6] - Detailed instructions for network voting procedures are available in the attachments [6][8]

Group 1 - The company intends to reappoint Tianzhi International Accounting Firm for the 2025 audit, following compliance with relevant regulations [1][5] - Tianzhi International has a long-standing partnership with the company and has provided independent and diligent audit services, ensuring the protection of the company's and shareholders' rights [1][2] - The audit fee for the 2024 financial report is set at 1.2 million yuan, with a total audit fee of 1.6 million yuan for 2024, which remains unchanged from the previous period [1][5] Group 2 - Tianzhi International was established in December 1988 and is a large comprehensive consulting firm based in Beijing, specializing in audit assurance, capital market services, and management consulting [2] - As of December 31, 2023, Tianzhi International has 89 partners and 1,165 registered accountants, with 414 accountants having signed audit reports for securities services [2][3] - In 2023, Tianzhi International reported total audited revenue of 3.197 billion yuan, with audit business revenue of 2.641 billion yuan and securities business revenue of 1.287 billion yuan [3] Group 3 - The audit committee of the company's board has reviewed Tianzhi International's professional competence, independence, and integrity, concluding that the firm adhered to auditing standards during the 2024 audit [5][6] - The board of directors unanimously approved the proposal to reappoint Tianzhi International for the 2025 audit, with a vote of 6 in favor and none against [5][6] - The proposal will be submitted to the 2024 annual shareholders' meeting for approval, taking effect from the date of approval [6]

Core Viewpoint - Jiangsu Nonghua Smart Agriculture Technology Co., Ltd. has announced the renewal of its auditing firm, Tianzhi International, for the fiscal year 2024, along with changes in the signing accountants and project quality control reviewer [1][4]. Group 1: Changes in Auditing Personnel - The signing accountants for the 2024 audit have been changed from Zhang Jian and Ji Daowei to Zhang Jian and Yang Zhenhua due to internal team adjustments at Tianzhi International [1][2]. - The project quality control reviewer has been changed from Liu Zonglei to Fu Jiaoliang, also due to work arrangement adjustments [1][2]. Group 2: Background of New Personnel - Yang Zhenhua, the new signing accountant, became a registered accountant in 2021 and has been involved in auditing listed companies since 2017. He has not signed or reviewed any listed company audit reports in the past three years [2]. - Fu Jiaoliang, the new project quality control reviewer, became a registered accountant in 2006 and has been involved in auditing listed companies since 2007. He has signed audit reports for 7 listed companies and reviewed 1 in the past three years [2]. Group 3: Compliance and Independence - Both Yang Zhenhua and Fu Jiaoliang have not faced any criminal penalties or administrative sanctions from regulatory bodies in the past three years, ensuring their independence in the auditing process [2][4]. - The change in personnel has been orderly, and it is stated that it will not adversely affect the audit of the company's financial reports and internal control for the year 2024 [4].

本次《公司章程》修订尚需提交公司 2024 年度股东大会审议。 特此公告。 江苏农华智慧农业科技股份有限公司 证券代码：000816 证券简称：智慧农业 公告编号：2025-023 江苏农华智慧农业科技股份有限公司 本公司及董事会全体成员保证信息披露的内容真实、准确和完整，没有 虚假记载、误导性陈述或者重大遗漏。 江苏农华智慧农业科技股份有限公司（以下简称"公司"）第九届董事会第 十九次会议于 2025 年 3 月 26 日审议通过了《关于修订 <公司章程> 的议案》， 拟对《江苏农华智慧农业科技股份有限公司章程》（以下简称"《公司章程》"） 进行修订。 截至目前，公司 2020 年股票期权和限制性股票激励计划已实施完毕，公司 股份变更为 1,447,013,318 股，注册资本相应变更为人民币 1,447,013,318 元。 结合注册资本的变更、《公司法》的规定和公司实际情况，现对《公司章程》进 行修订。 本次《公司章程》修订具体内容请见附件。除附件所列明的条款外，《公司 章程》其他条款不变。 二○二五年三月二十七日 附件：《公司章程》修订对照表 原条款 修改后条款 第六条 公司注册资本为人民币 第六条 ...

| 证券代码：000816 公告编号：2025-019 | 证券简称：智慧农业 | | | | --- | --- | --- | --- | | 江苏农华智慧农业科技股份有限公司 | | | | | 关于 2025 | 年度日常关联交易预计的公告 | | | | 本公司及董事会全体成员保证信息披露的内容真实、准确和完整，没有 | | | | | 虚假记载、误导性陈述或者重大遗漏。 | | | | | 一、日常关联交易的基本情况 | | | | | （一）日常关联交易概述 | | | | | 简称"公司"或"本公司"）因经营活动开展需要，2025 | 年度将向同一控制下关 | | | | 联方采购和销售商品以及出租部分办公场所，相关日常关联交易年度总额预计不 | | | | | 超过 2,544.96 | 万元（不含税，下同）。 | | | | 其中，2025 | 年度预计向盐城市江动曲轴制造有限公司（以下简称"曲轴公 | | | | 年该项关联交易实际 | 司"）采购零配件及销售商品金额不超过 2,510 万元（2024 | | | | 发生额为 2,693.42 | 万元）；预计向东葵致新机械设备租赁（上 ...

Investment Overview - The company plans to utilize idle self-owned funds for cash management to increase investment returns, with a maximum daily balance of 700 million yuan allocated for purchasing financial products [1] - The financial products will be of medium to low risk, with a focus on high safety and liquidity, ensuring that principal-protected products have a maturity of no more than one year, while non-principal-protected products will have a maturity of less than 90 days [1] Approval Process - The investment proposal has been approved by the company's board and will be submitted for review at the 2024 annual shareholders' meeting [2] Risk Analysis and Control Measures - The company acknowledges potential market volatility risks affecting the investment but has established internal control measures to manage and mitigate these risks [2] - The company will adhere to relevant regulations and guidelines to ensure the safety of the investment funds and will take timely actions to address any adverse factors [2] Impact on the Company - The investment in financial products is expected to enhance the efficiency and returns of the company's idle funds without impacting its liquidity or operational funding needs [2] Accounting Policies - The company will follow the relevant accounting standards for financial instruments to ensure proper accounting and disclosure of the investment activities [2]

Core Viewpoint - The independent director of Jiangsu Nonghua Smart Agriculture Technology Co., Ltd. has fulfilled responsibilities in accordance with relevant laws and regulations, ensuring the protection of the company's and shareholders' interests, particularly those of minority shareholders [1][8]. Group 1: Independent Director's Basic Information - The independent director, Li Jiaqiang, has a strong professional background, including previous roles at Tsinghua University and current positions as an independent director at two companies [1]. - There are no circumstances affecting the independence of the director, as he does not hold any other positions within the company or its subsidiaries, nor does he provide any financial or legal services to the company [1]. Group 2: Attendance and Participation - The independent director attended all board and shareholder meetings without any absences, actively participating in discussions and voting on all proposals [2]. - He served as the chairman of the Compensation and Assessment Committee and a member of the Audit Committee, participating in meetings and fulfilling his responsibilities diligently [2][3]. Group 3: Communication and Oversight - The independent director engaged in regular communication with the company's management and participated in various meetings to oversee the company's operations and financial status [4]. - He maintained communication with internal audit institutions and accounting firms, reviewing audit reports and ensuring compliance with internal controls [4]. Group 4: Key Focus Areas - The independent director closely monitored related party transactions, ensuring that they did not harm the interests of minority shareholders and complied with legal regulations [5]. - The company adhered to legal requirements for financial reporting, accurately disclosing financial data and internal control evaluations [6]. - The independent director reviewed and approved the appointment of the auditing firm and the hiring of senior management, ensuring their qualifications and compliance with company policies [7]. Group 5: Overall Evaluation and Recommendations - The independent director provided valuable suggestions from various professional perspectives, contributing to the company's governance and operational compliance [8]. - The company’s board and management supported the independent director's duties, ensuring a conducive environment for fulfilling his responsibilities [8].

Core Viewpoint - Jiangsu Nonghua Smart Agriculture Technology Co., Ltd. plans not to distribute profits for the year 2024 due to negative net profits and accumulated undistributed profits [1][2]. Summary by Sections 1. Review Procedure - The profit distribution plan for 2024 was reviewed and approved by the board of directors [1]. 2. 2024 Profit Distribution Proposal - The audited consolidated net profit attributable to the parent company's shareholders for 2024 is -47.6871 million yuan, while the parent company achieved a net profit of 8.3777 million yuan. As of the end of 2024, the consolidated undistributed profits amount to -828.5833 million yuan, and the parent company's undistributed profits are -100.3611 million yuan. Therefore, the proposal is to not distribute profits, including cash dividends and stock dividends, nor to convert capital reserves into share capital [1][2]. 3. Reasons for Not Distributing Profits in 2024 - The company cites the China Securities Regulatory Commission's guidelines and its own articles of association, stating that profit distribution policies must consider reasonable returns for investors while ensuring the company's long-term interests and sustainable development. The negative accumulated undistributed profits do not meet the conditions for cash dividends as per the articles of association [1][2]. 4. Additional Information - The company has not implemented cash dividends for the past three years due to not meeting the conditions, and it does not anticipate triggering any risk warnings as per the Shenzhen Stock Exchange regulations. The management emphasizes its commitment to improving operational conditions and enhancing investment value to provide reasonable and stable returns to investors [2].

Core Viewpoint - Jiangsu Nonghua Smart Agriculture Technology Co., Ltd. held its 19th meeting of the 9th Board of Directors, where several key proposals were approved, including the 2024 annual report and various financial and operational reports, which will be submitted for shareholder approval [1][2][3]. Financial Performance - The company reported a net profit of 8,377,736.12 yuan for the parent company in 2024, while the consolidated net profit attributable to shareholders was -47,687,074.29 yuan, indicating a loss [3]. - As of the end of 2024, the parent company's undistributed profits were -100,361,075.26 yuan, and the consolidated undistributed profits were -822,583,327.82 yuan, leading to a decision not to distribute profits for the year [3]. Governance and Management - The Board approved the 2024 annual work report and the general manager's work report, both of which will be presented at the upcoming shareholder meeting [2]. - The total remuneration for non-independent directors, supervisors, and senior management for 2024 was set at 7,779,200 yuan, with the 2025 remuneration plan remaining consistent with 2024 [3][4]. Asset Management - The company approved a provision for asset impairment totaling 29,612,100 yuan for 2024, which will reduce the total profit for the year by the same amount [5]. - A comprehensive credit limit of up to 500 million yuan for 2025 was approved for applications to financial institutions, which can be used for various financing methods [6]. Shareholder Engagement - The company plans to hold its 2024 annual shareholder meeting on April 18, 2025, to discuss the approved proposals and other business matters [12]. Board Composition - The Board proposed candidates for the 10th Board of Directors, including both independent and non-independent directors, which will be subject to shareholder approval [10][11].