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].

Financial Performance - The company's operating revenue for 2024 reached ¥1,452,418,847.05, representing an increase of 11.72% compared to ¥1,300,009,657.01 in 2023[18]. - The net profit attributable to shareholders of the listed company was a loss of ¥47,687,074.29, an improvement from a loss of ¥66,996,920.20 in the previous year[18]. - The net cash flow from operating activities was ¥217,228,364.61, a significant increase from ¥31,490,085.63 in 2023[18]. - The basic earnings per share for 2024 was -¥0.0330, compared to -¥0.0465 in 2023, indicating a reduction in losses per share[18]. - The company's diluted earnings per share for 2024 is -0.0330, compared to -0.0464 in 2023, showing an improvement[20]. - Total assets increased by 3.76% from 3,425,719,665.56 yuan at the end of 2023 to 3,554,669,686.10 yuan at the end of 2024[20]. - The net profit attributable to shareholders for 2024 was -11,589,419.75 yuan in Q1, 28,334,353.26 yuan in Q2, 14,461,182.03 yuan in Q3, and -78,893,189.83 yuan in Q4[25]. - The company reported a net cash flow from operating activities of 132,288,217.88 yuan in Q4 2024[25]. - The company’s mining production reached 420,000 tons, with the same amount for processing, marking a historical high in both mining and revenue metrics[52]. - The mining segment generated revenue of CNY 503,903,534.15, a significant increase of 54.28% year-over-year, with a net profit of CNY 16,852,740.00, up 647.50%[52]. - The mechanical manufacturing segment reported revenue of CNY 939,151,587.93, a decrease of 2.23% from the previous year[56]. - The agricultural technology segment saw a revenue decline of 27.16%, contributing only 0.64% to total revenue[56]. Strategic Initiatives - Future development outlook includes potential market expansion and new product development, although specific strategies were not detailed in the report[5]. - The company aims to enhance its smart agriculture digital solutions, contributing to the national rural revitalization strategy through agricultural big data and related technology development[46]. - The company is actively seeking partnerships in the renewable energy sector to establish a foundation for future business expansion[53]. - The company plans to accelerate technology upgrades and explore new mining rights to capitalize on market opportunities in the cyclical metals industry[53]. - The company is focused on achieving sustainable development through technology innovation and regular assessments of its strategic execution[102]. - The company is committed to technology-driven innovation in the non-ferrous metal mining sector, optimizing its mining and processing systems to improve cost efficiency and product quality[96]. - The company is implementing measures to comply with increasing safety and environmental regulations, which may lead to higher operational costs[101]. Governance and Compliance - The company has established a governance structure that complies with legal and regulatory requirements, ensuring the protection of minority shareholders' rights[106]. - The company maintains complete independence from its controlling shareholders in terms of business, personnel, assets, organization, and finance, achieving a "five separations" model[107]. - The company is committed to adhering to legal regulations and improving governance practices as evidenced by the active participation of directors in training and meetings[121]. - The company has a complete and independent procurement, production, and sales system, along with self-operated import and export rights[107]. - The company has established an independent accounting system and financial management system, ensuring independent financial operations and tax compliance[107]. - The company has a robust organizational structure that operates independently from its controlling shareholders, with no mixed operations[107]. - The company has not engaged in any joint external investment related party transactions during the reporting period[167]. - The company has disclosed all related party transactions in accordance with regulatory requirements[165]. Environmental and Social Responsibility - 中凯矿业在2024年按规定要求及时缴纳环境保护税，体现公司对环保的重视[146]. - 中凯矿业的废水、废气和厂界噪声均稳定达标，确保环境保护措施的有效实施[143]. - 报告期内，中凯矿业对尼玛江热乡章达村捐赠抗震物资9.42万元，积极响应社会责任[149]. - 中凯矿业通过技术升级减少动力产品碳排放指标，践行绿色低碳发展[148]. - 公司在报告期内未受到任何行政处罚，表明其合规经营的良好状态[146]. Legal and Financial Issues - The company is currently involved in a lawsuit with Jiangdong Zhizao, with a claim amount of ¥2,700,000, which is expected to have a significant impact on the company[160]. - The company is also facing another dispute involving a total claim of ¥886,530, which is currently in progress and does not have a significant impact on the company's operations[160]. - The company reported administrative penalties totaling ¥72,000 related to safety compliance issues, all of which have been rectified[161]. - The indirect controlling shareholder, Jiangdong Group, has had its shares frozen due to overdue debts, affecting 369,704,700 shares[162]. - The company is monitoring the bankruptcy restructuring process of its indirect controlling shareholder, Dongyin Holdings, which has been accepted by the court[163]. Employee and Management Information - The total number of employees at the end of the reporting period was 1,141, with 726 in production, 106 in sales, 97 in technical roles, 42 in finance, and 170 in administration[125][126]. - The company has established a scientific and fair performance evaluation system to motivate employees and stabilize key talent[127]. - The company plans to enhance its employee training programs focusing on business capabilities and management skills to support business development[128]. - The total remuneration for directors, supervisors, and senior management during the reporting period amounted to 820.42 million yuan[115]. - The company employs a performance-based annual salary system for senior management, which includes a fixed salary and a variable performance salary[115]. Related Party Transactions - The total amount of related party transactions for the reporting period is 2,926.27 million yuan, with an approved transaction amount of 3,260.8 million yuan[165]. - The related party transaction amount with Yancheng Jiangdong Crankshaft Manufacturing Co., Ltd. for procurement is 1,675.08 million yuan, accounting for 7.06% of similar transactions[164]. - The related party transaction amount for sales to Yancheng Jiangdong Crankshaft Manufacturing Co., Ltd. is 1,018.34 million yuan, representing 3.07% of similar transactions[164]. - The transaction amount for services provided by Hainan Zenong High-Tech Information Technology Co., Ltd. is 75.47 million yuan, which is 23.05% of similar transactions[165]. - The company has not engaged in any entrusted loans during the reporting period[180]. Shareholder Information - The total number of shares held by directors, supervisors, and senior management at the end of the reporting period was 12,905,461 shares, down from 13,070,661 shares at the beginning of the period[109]. - The total number of restricted shares increased by 166,050 shares, resulting in a total of 10,287,796 restricted shares, which is 0.71% of the total shares[188]. - The total number of unrestricted shares decreased by 166,050 shares, leading to a total of 1,436,725,522 unrestricted shares, which is 99.29% of the total shares[188]. - The company has reported an increase in the number of shareholders to 130,418 by the end of the reporting period[192]. - The largest shareholder, Jiangsu Jiangdong Group Co., Ltd., holds 369,704,700 shares, representing a significant portion of the company's equity[195].

一、主要会计数据和财务指标 | 报告期指标 | 2024年年报 | 2023年年报 | 本年比上年增减(%) | 2022年年报 | | --- | --- | --- | --- | --- | | 基本每股收益（元） | -0.0330 | -0.0465 | 29.03 | -0.0180 | | 每股净资产（元） | 0 | 1.45 | -100 | 1.49 | | 每股公积金(元) | 0.9 | 0.9 | 0 | 0.9 | | 每股未分配利润(元) | -0.57 | -0.54 | -5.56 | -0.49 | | 每股经营现金流(元) | - | - | - | - | | 营业收入(亿元) | 14.52 | 13 | 11.69 | 12.15 | | 净利润(亿元) | -0.48 | -0.67 | 28.36 | -0.26 | | 净资产收益率(%) | -2.30 | -3.15 | 26.98 | -1.17 | 数据四舍五入，查看更多财务数据>> 二、前10名无限售条件股东持股情况 前十大流通股东累计持有： 40401.92万股，累计占流通股比： 28.13%，较上 ...