独立董事：鲁桂华 徐猛 徐浩然 2023年8月25日 一、关于公司控股股东及其他关联方资金占用、对外担保事项的专项说明及 独立意见 1、报告期内，公司控股股东及关联方不存在非生产经营性占用公司资金的 情况，也不存在以前年度发生延续至2023年6月30日的控股股东及其他关联方违 规占用公司资金的情况。 2、报告期内，公司实际发生担保金额合计9,030.80万元，报告期末实际担 保余额合计25,128.22万元，占公司净资产的比例3.59%。其中：（1）公司对合 并报表范围内子公司的实际担保余额为6,845.73万元；（2）公司及其子公司对 外担保余额为18,282.49万元，为全资子公司北京顺鑫佳宇房地产开发有限公司 为购房客户银行按揭贷款提供阶段性连带责任担保。经过核查，报告期内公司未 发生为股东、实际控制人及其关联方提供担保的情况，也不存在以前期间发生并 延续到报告期的为股东、实际控制人及其关联方担保事项。 北京顺鑫农业股份有限公司独立董事 关于公司相关事项的独立意见 根据《上市公司治理准则》《上市公司独立董事规则》《深圳证券交易所股 票上市规则》《深圳证券交易所上市公司自律监管指引第1号——主板上市公司 ...

| | 资金占用方 | 占用方与上市 | 上市公司核 | 2023年期初 | 2023年1-6月 占用累计发生 | 2023年1-6月 | 2023年1-6月 | 2023年6月 | 占用形成原 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 非经营性资金占用 | | 公司的关联关 | 算的会计 | 占用资金 | | 占用资金的 | 偿还累计发生 | 末占用资金 | | 占用性质 | | | 名称 | 系 | 科目 | 余额 | 金额（不含利 | 利息（如有） | 金额 | 余额 | 因 | | | | | | | | 息） | | | | | | | 控股股东、实际控制 | | | | | | | | | | 非经营性占用 | | 人及其附属企业 | | | | | | | | | | | | 小计 | - | - | - | | | | | | | - | | 前控股股东、实际控 | | | | | | | | | | 非经营性占用 | | 制人及其附属企业 | | | | | | | | | | | | ...

按照国有企业产权交易管理的相关规定及北京产权交易所的交易操作规则， 近期，公司顺鑫佳宇100%股权项目已在北京产权交易所进行产权转让信息正式 披露，转让底价为309,849.30万元，正式披露公告起止日期为2023年8月18日至 2023 年 9 月 14 日 。 相 关 披 露 信 息 详 见 北 京 产 权 交 易 所 网 站 （ 网 址 ： https://www.cbex.com.cn/）。 证券代码：000860 证券简称：顺鑫农业 公告编号：2023-032 北京顺鑫农业股份有限公司 关于在北京产权交易所公开挂牌转让全资子公司 100%股权 信息正式披露暨交易进展公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假记载、 误导性陈述或重大遗漏。 一、交易概述 北京顺鑫佳宇房地产开发有限公司（以下简称"顺鑫佳宇"）为北京顺鑫农 业股份有限公司（以下简称"公司"）全资子公司，主营业务为房地产开发。为 聚焦主业发展，公司拟剥离房地产业务，于2023年6月26日召开第九届董事会第 八次会议审议通过了《关于公司拟在北京产权交易所公开挂牌转让北京顺鑫佳宇 房地产开发有限公司100%股权》的 ...

Financial Performance - The company's operating revenue for Q1 2023 was ¥4,087,770,578.22, representing a 4.63% increase compared to ¥3,907,059,496.43 in the same period last year[14]. - Net profit attributable to shareholders for Q1 2023 was ¥327,872,074.14, a significant increase of 214.40% from ¥104,283,647.52 in the previous year[14]. - Basic earnings per share for Q1 2023 were ¥0.4420, up 214.37% from ¥0.1406 in the same period last year[14]. - Operating profit for the current period was ¥499,708,770.92, significantly up from ¥216,079,921.21 in the previous period, representing an increase of 131.7%[38]. - Net profit attributable to shareholders of the parent company was ¥327,872,074.14, compared to ¥104,283,647.52 in the previous period, marking a rise of 213.5%[38]. - The total comprehensive income for the current period was ¥325,782,115.97, compared to ¥101,974,911.63 in the previous period, indicating a growth of 219.5%[50]. Cash Flow and Liquidity - The net cash flow from operating activities decreased by ¥57,486,880, resulting in a net cash outflow of ¥1,580,529,335.10, which is a 57.16% decline compared to the previous year's outflow of ¥1,005,660,549.39[1][14]. - The cash inflow from operating activities totaled ¥2,289,491,835.19, down from ¥2,984,260,098.06 in the previous year[8][14]. - The company incurred a cash outflow of ¥3,870,021,170.29 from operating activities, compared to ¥3,989,920,647.45 in the same period last year[9][14]. - The net cash flow from financing activities decreased by ¥38,123.79 million, down 86.92% compared to the same period last year, primarily due to increased cash payments for debt repayment[43]. Assets and Liabilities - Total assets at the end of Q1 2023 were ¥17,975,690,982.94, down 11.26% from ¥20,255,509,277.15 at the end of the previous year[14]. - The company's equity attributable to shareholders increased to ¥7,405,703,869.77, a 4.63% rise from ¥7,077,831,795.63 at the end of the previous year[14]. - Total liabilities decreased to ¥10,564,822,946.47 from ¥13,170,423,356.65, a reduction of 19.9%[48]. - As of March 31, 2023, total current assets amounted to CNY 12,956,543,653.15, down from CNY 15,184,235,536.61 at the beginning of the year[36]. - Total assets as of March 31, 2023, were CNY 17,975,690,982.94, compared to CNY 20,255,509,277.15 at the beginning of the year[36]. Expenses and Costs - The company reported a decrease in total operating costs to ¥3,587,307,886.92 from ¥3,691,042,471.90, a reduction of 2.8%[38]. - Research and development expenses decreased to ¥7,686,431.98 from ¥8,386,857.17, a decline of 8.3%[38]. Other Financial Metrics - The company had a weighted average return on equity of 4.53% for Q1 2023, compared to 1.33% in the same period last year[14]. - Credit impairment losses for Q1 2023 increased by CNY 816,800, a growth of 1,298.66%, due to the assessment of expected credit risks and losses[31]. - The company has no non-recurring gains or losses to report during the period[16]. - Other current liabilities decreased by ¥26,280.63 million, a drop of 58.33%, mainly due to a reduction in contract liabilities during the reporting period[42]. - As of March 31, 2023, contract liabilities decreased by CNY 202,900.32 million, a decline of 52.50%, due to the fulfillment of contractual obligations and recognition of revenue from prepayments[17]. - As of March 31, 2023, taxes payable decreased by CNY 9,906.73 million, a decrease of 41.13%, primarily due to tax payments made during the reporting period[17].

Corporate Governance - The company reported a plan not to distribute cash dividends, issue bonus shares, or increase capital from reserves[5]. - The company’s legal representative is Li Yinglin[16]. - The company has not changed its main business since its listing[19]. - The company has not experienced any changes in its controlling shareholders[19]. - The company emphasizes the importance of risk awareness regarding forward-looking statements in its annual report[4]. - The company’s financial report is guaranteed to be true, accurate, and complete by its board of directors and management[4]. - The company’s annual report is available on the Shenzhen Stock Exchange website and other financial media[18]. - The company’s contact information includes a dedicated email for investor relations: sxnygf000860@163.com[17]. - The company maintains a complete separation from its controlling shareholders in terms of business operations, personnel, and financial management, ensuring independent operational capabilities[98]. - The company is committed to enhancing its corporate governance structure in compliance with relevant laws and regulations, aiming for improved decision-making and management efficiency[97]. - The company held its annual shareholder meeting with a participation rate of 45.66% on May 25, 2022, indicating strong investor engagement[99]. - A temporary shareholder meeting was conducted on December 26, 2022, with a participation rate of 48.28%, reflecting ongoing investor interest in corporate governance[99]. - The company has a diverse management team with backgrounds in finance, law, and international trade, enhancing its strategic capabilities[105]. - The management team includes professionals with extensive experience in various sectors, contributing to the company's operational efficiency[108]. - The company has established a clear framework for remuneration adjustments based on performance and regulatory standards, ensuring competitive compensation[110]. - The board of directors includes individuals with significant experience in finance and management, which supports strategic decision-making[109]. - The company has a robust governance structure with independent directors providing oversight and strategic guidance[106]. - The management team is actively involved in various subsidiaries, indicating a hands-on approach to leadership and operational management[107]. - The company emphasizes the importance of performance-based remuneration to motivate and retain key talent[110]. - The total remuneration for directors, supervisors, and senior management amounted to 10.5638 million yuan[110]. - The company has maintained a stable leadership structure with key positions filled promptly after resignations[103]. - The overall management transition is aimed at aligning with the company's long-term vision and operational needs[103]. Financial Performance - The company's operating revenue for 2022 was ¥11.68 billion, a decrease of 21.46% compared to ¥14.87 billion in 2021[20]. - The net profit attributable to shareholders was a loss of ¥673.23 million, representing a decline of 758.08% from a profit of ¥102.30 million in 2021[20]. - The total assets at the end of 2022 were ¥20.26 billion, an increase of 4.45% from ¥19.39 billion at the end of 2021[20]. - The net assets attributable to shareholders decreased by 8.90% to ¥7.08 billion from ¥7.77 billion in 2021[20]. - The company reported a basic earnings per share of -¥0.9076, down 758.16% from ¥0.1379 in 2021[20]. - The revenue from the liquor business was CNY 8.11 billion, down 20.70% year-on-year, accounting for 69.44% of total revenue[58]. - The pork business generated revenue of CNY 2.56 billion, representing a decline of 22.84% year-on-year, and accounted for 21.89% of total revenue[58]. - The total revenue for the company in 2022 was approximately CNY 11.69 billion, a decrease of 21.20% compared to the previous year[59]. - The company's gross profit margin for the liquor industry improved to 44.20%, an increase of 6.48% compared to the previous year[60]. - The company reported a significant reduction in raw material costs, which decreased by 48.04% to CNY 2.29 billion, reflecting improved cost management[65]. - The company reported a significant increase in gross profit for its liquor segment in the first half of 2022, attributed to improved sales strategies and market positioning[94]. Market and Industry Trends - The white liquor industry in China saw a production decline of 5.6% in 2022, continuing a trend of decreasing output[30]. - In the pork industry, China’s pig output increased by 4.3% in 2022, indicating recovery from previous challenges[31]. - In 2022, China's commercial housing sales area decreased by 24.3% year-on-year, with sales revenue down by 26.7%, indicating a significant downturn in the real estate sector[32]. - The real estate sector is expected to gradually enter a healthy development phase due to ongoing policy improvements[32]. - The company is focusing on product upgrades and expanding its market presence to adapt to changing consumer preferences[30]. - The company aims to leverage the recovery of economic construction and the upgrade of light bottle liquor to enhance its market position and product quality[88]. - The company plans to implement inventory reduction and transformation strategies in its real estate business, with a focus on key projects in Beijing, which are expected to improve revenue and cash flow[33]. - The company is focused on expanding its market through new product development and strategic acquisitions, aligning with its long-term vision[46]. - The company is actively monitoring the competitive landscape in the light liquor market, aiming to strengthen its market position[94]. Product Development and Innovation - The company is focusing on brand upgrades and marketing innovations to stabilize key markets and improve sales performance[55]. - The company introduced new products like "Jinbiao Chenxiang," which has received positive feedback and will be promoted nationwide[35]. - The company is focusing on expanding its market presence and enhancing product offerings through innovative R&D initiatives and strategic investments[72]. - The company will enhance its research and innovation capabilities, focusing on quality marketing trends and establishing a wine fingerprint database to improve product quality stability[90]. - The marketing strategy for the "Golden Standard" product will include nationwide promotion and unified brand image construction[90]. - The company is focused on the successful launch and promotion of new products, such as "Golden Standard Chenjiu" to enhance market competitiveness[93]. Environmental Responsibility - The company complied with various environmental protection laws and regulations, ensuring all construction projects met environmental impact assessment requirements[134]. - The company invested CNY 5.8654 million in environmental protection in 2022[140]. - The company paid CNY 698,600 in environmental protection tax in 2022[140]. - The company implemented a 24-hour online monitoring system for wastewater discharge, tracking COD, ammonia nitrogen, total phosphorus, and total nitrogen[139]. - The company adopted a "biological + biochemical" process for wastewater treatment to reduce biochemical oxygen demand and chemical oxygen demand[138]. - The company utilized low-nitrogen burners in boilers to decrease nitrogen oxide emissions[138]. - The company conducted monthly third-party testing of wastewater and air emissions, with results published on the ecological environment bureau's website[139]. - The company established an emergency response plan for environmental incidents, led by the general manager[138]. - The company achieved a 90-day natural degradation process for wastewater in its livestock breeding facility[138]. - The company promoted energy-saving and emission-reduction concepts through various communication channels[140]. - The company completed its annual carbon emission verification and reporting as required by the Beijing Ecological Environment Bureau[140]. Legal and Compliance Issues - The company faced a lawsuit involving a trademark infringement case with an estimated amount of RMB 6 million, currently under trial[159]. - The company is involved in a contract dispute arbitration case with Beijing Qinlongda Biotechnology Co., Ltd. with an estimated amount of RMB 3.6 million, which has been ruled against the applicant[159]. - The company reported a pending case with an estimated amount of RMB 2.01 million, which was dismissed by the court[159]. - The company has not experienced any bankruptcy reorganization during the reporting period[158]. - There were no penalties or rectification situations reported during the reporting period[161]. Related Party Transactions - The company reported a significant related party transaction with Beijing Shunxin Agricultural Co., Ltd., amounting to 28,796.7 million yuan, which represents 80.13% of similar transaction amounts[162]. - The company engaged in a related party transaction for advertising services with Beijing Shunxin Mingzhu Cultural Development Co., Ltd., totaling 5,535.38 million yuan, accounting for 15.40% of the approved transaction amount[162]. - A related party transaction for operational maintenance services with Beijing Futu Internet Technology Group Co., Ltd. was recorded at 953.45 million yuan, representing 2.65% of the approved transaction amount[162]. - The company reported a related party transaction for training services with Beijing Shunxin Borun Management Consulting Co., Ltd., amounting to 24.03 million yuan, which is 0.07% of the approved transaction amount[162]. - A related party transaction for construction services with Beijing Shunxin Green Oasis Ecological Environment Co., Ltd. was valued at 192.35 million yuan, representing 0.54% of the approved transaction amount[162]. - The company disclosed a related party transaction for leasing services with Beijing Shunxin Holdings Group Co., Ltd., totaling 394.16 million yuan, which is 1.10% of the approved transaction amount[163]. - A related party transaction for purchasing agricultural products with Inner Mongolia Shunxin Xinyuan Animal Husbandry Co., Ltd. was reported at 101.37 million yuan, accounting for 2.59% of the approved transaction amount[163]. - The company engaged in a related party transaction for purchasing agricultural products with Beijing Shunxin Agricultural Supply Chain Management Co., Ltd., amounting to 1,036.91 million yuan, which represents 26.47% of the approved transaction amount[163]. - A related party transaction for purchasing agricultural materials with Beijing Shunxin Rui Nong Seed Industry Co., Ltd. was recorded at 2,408.78 million yuan, accounting for 61.49% of the approved transaction amount[163]. - The company reported a related party transaction for purchasing food products with Beijing Shunxin Food Group Co., Ltd., totaling 251.87 million yuan, which is 6.43% of the approved transaction amount[163]. - The total amount of related party transactions for the year is estimated to not exceed 47,745 million yuan, with actual transactions falling within this range[164]. Financial Management and Investments - The company has a financing guarantee limit of up to 300 million yuan for its subsidiary to support homebuyers in obtaining bank mortgage loans[47]. - The total amount of guarantees approved during the reporting period was CNY 37,836.4 million, with an actual guarantee amount of CNY 21,453 million[176]. - The total amount of guarantees approved by the end of the reporting period was CNY 42,636.4 million, with an actual guarantee balance of CNY 17,392.3 million[176]. - The company approved a total guarantee amount of CNY 7,836.4 million for subsidiaries during the reporting period, with an actual guarantee amount of CNY 1,360 million[176]. - The total approved guarantee amount for subsidiaries by the end of the reporting period was CNY 12,636.4 million, with an actual guarantee balance of CNY 3,557.58 million[176]. - The company has not engaged in entrusted financial management during the reporting period[176]. - The company executed new accounting standards effective January 1, 2022, with no significant impact on its financial status or operating results[150]. - The company committed to timely and accurate disclosure of significant information affecting investors[146]. - The company has not reported any changes in credit ratings during the reporting period[199]. - The company has not changed the use of the raised funds from the bond issuance during the reporting period[199]. Human Resources and Employee Management - The total number of employees at the end of the reporting period was 4,462, including 3,362 at the parent company and 1,100 at major subsidiaries[122]. - The company has implemented a total salary management policy to motivate employees and attract talent, aligning with national laws and regulations[123]. - The company conducted various training programs, including new employee training and management training, to enhance strategic and risk management capabilities[124]. - The company has a total of 78 employees with a postgraduate degree or higher, and 770 employees with a bachelor's degree[122]. - The company’s workforce includes 2,784 production personnel, 190 sales personnel, and 417 technical personnel[122]. Strategic Focus and Future Plans - The company plans to focus on the liquor and meat industries, aiming to become the most influential liquor group in China and an independent meat food industry group[87]. - The company intends to explore new marketing models that integrate cultural tourism with its operations, enhancing its innovative capabilities[89]. - The meat business plan includes deepening market penetration in Beijing and developing a nationwide frozen product sales network to increase product absorption capacity[91]. - The company aims to optimize production efficiency through deeper integration of the entire industry chain, enhancing collaboration between breeding and processing sectors[91]. - The real estate business will focus on the development of key residential projects and actively promote the transformation and divestment of real estate operations[91]. - Future plans include a detailed strategy for the real estate business, focusing on effective asset management and market responsiveness[94].

证券代码：000860 证券简称：顺鑫农业 公告编号：2023-007 北京顺鑫农业股份有限公司 关于举行 2022 年度网上业绩说明会并征集问题的公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假记载、 误导性陈述或重大遗漏。 北京顺鑫农业股份有限公司（以下简称"公司"）2022 年年度报告将于 2023 年 3 月 25 日披露。为便于广大投资者更深入、全面地了解公司情况，公司将通 过网络方式举行 2022 年度业绩说明会，具体如下： 一、业绩说明会相关安排 1、时间：2023 年 3 月 27 日（周一）下午 15:00-16:30。 如因行程安排有变，出席人员可能会有调整。 二、问题征集及方式 为充分尊重投资者、提升交流的针对性，现就公司 2022 年度业绩说明会提 前向投资者公开征集问题，广泛听取投资者的意见和建议。投资者可于 2023 年 3 月 26 日 17:00 前访问 https://ir.p5w.net/zj/，或扫描下方二维码，进入问题征集 专题页面，公司将在 2022 年度业绩说明会上对投资者普遍关注的问题进行回答。 此次活动交流期间，投资者仍可登陆活动界面进行 ...

证券代码：000860 证券简称：顺鑫农业 北京顺鑫农业股份有限公司投资者关系活动记录表 编号：20150922 | --- | --- | --- | |----------------|----------------------------------|------------------------------------------------------| | | | | | 投资者关系活动 | √ 特定对象调研 | □ 分析师会议 | | 类别 | □ 媒体采访 | □ 业绩说明会 | | | □ 新闻发布会 | □ 路演活动 | | | □ 现场参观 | | | | □ | 其他 （请文字说明其他活动内容） | | 参与单位名称及 | | 中信建投吕昌；平安证券汤玮亮；诺安基金赵勇；国都证券 | | 人员姓名 | 杨；裕晋投资唐琴；神农投资陈海峰 | 卢珊；格雷资产张可兴；东方资管孙伟、孙涛；日信证券沈 | | 时间 | 2015-09-22 | | | 地点 | 公司 1403 会议室 | | | 上市公司接待人 | | 财务总监王金明、董事会秘书安元芝、董事会办公室副主 | | 员姓名 | ...

证券代码：000860 证券简称：顺鑫农业 北京顺鑫农业股份有限公司投资者关系活动记录表 编号：20150417 | --- | --- | --- | |-----------------------|-----------------------|--------------------------------------------------------| | | | | | 投资者关系活动 | √ 特定对象调研 | □ 分析师会议 | | 类别 | □ 媒体采访 | □ 业绩说明会 | | | □ 新闻发布会 | □ 路演活动 | | | □ 现场参观 | | | | □ | 其他 （请文字说明其他活动内容） | | 参与单位名称及 | | 中信建投吕昌；泰康资产郭晓燕；建鑫伟业马鑫、胡思羽；泰 | | 人员姓名 | | 康财富赵庆；阳光资产王建东；平安证券汤玮亮；英大资产 | | | | 刘宇斌；京港伟业孔志强；安信证券戚友石；古槐资本任 | | | 嘉；王玉栋 2015-04-17 | | | 时间 | | | | 地点 | 公司 1403 | 会议室 | | 上市公司接待人 员姓名 | | 董 ...