国浩律师（南宁）事务所 关于 广西农投糖业集团股份有限公司向特定对 象发行股票会后事项 之 专项核查意见 二〇二五年十一月 专项核查意见 中国证券监督管理委员会、深圳证券交易所： 国浩律师（南宁）事务所（以下简称"本所"）为广西农投糖业集团股份有 限公司（以下简称"发行人"或"公司"）2023 年度向特定对象发行 A 股股票项 目（以下简称"本次发行"）的发行人律师。本次发行的申请已于 2025 年 7 月 23 日经深圳证券交易所上市审核中心审核通过，并收到中国证券监督管理委员 会（以下简称"证监会"）于 2025 年 9 月 3 日出具的《关于同意广西农投糖业集 团股份有限公司向特定对象发行股票注册的批复》（证监许可〔2025〕1955 号）。 鉴于公司于2025年10 月30日披露了《广西农投糖业集团股份有限公司2025 年第三季度报告》，根据证监会《监管规则适用指引——发行类第 3 号》《监管规 则适用指引——发行类第 7 号》以及《深圳证券交易所上市公司证券发行上市审 核规则》（深证上〔2025〕340 号）等文件的规定，本所律师对发行人自前次会 后事项承诺函出具日（2025 年 8 月 29 日） ...

| 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。 | 广西农投糖业集团股份有限公司（以下简称公司）向特定对象发行 股票的申请已于 2025 年 7 月 23 日经深圳证券交易所上市审核中心审核 通过，2025 年 9 月 9 日收到中国证券监督管理委员会同意注册的批复， 具体内容详见公司分别于 2025 年 7 月 24 日及 2025 年 9 月 9 日在巨潮资 讯网上披露的《关于向特定对象发行股票申请获得深圳证券交易所上市 审核中心审核通过的公告》（公告编号：2025-047）、《广西农投糖业 集团股份有限公司关于申请向特定对象发行股票获得中国证监会同意注 册批复的公告》（公告编号：2025-072）。 鉴于公司 2025 年第三季度报告已披露，根据中国证券监督管理委员 会《监管规则适用指引——发行类第 3 号》《监管规则适用指引——发 行类第 7 号》等文件规定，公司会同相关中介机构对申请文件内容进行 了更新和修订，并对会后事项出具了会后事项说明及承诺函，具体内容 详见公司同日在巨潮资讯网披露的《广西农投糖业集团股份有限公司 2 ...

Core Insights - The agricultural processing sector experienced a rise of 0.87% on November 3, with Huazi Industrial leading the gains [1] - The Shanghai Composite Index closed at 3976.52, up 0.55%, while the Shenzhen Component Index closed at 13404.06, up 0.19% [1] Agricultural Processing Sector Performance - Huazi Industrial (600191) closed at 9.11, up 4.35% with a trading volume of 233,300 shares and a turnover of 210 million yuan [1] - Jingliang Holdings (000505) closed at 7.02, up 3.24% with a trading volume of 253,200 shares and a turnover of 176 million yuan [1] - Zuneng Co., Ltd. (003030) closed at 21.12, up 2.92% with a trading volume of 52,800 shares and a turnover of 111 million yuan [1] - Other notable performers include COFCO Sugar (600737) at 16.01, up 2.43%, and Guangnong Sugar (000911) at 7.89, up 2.33% [1] Capital Flow Analysis - The agricultural processing sector saw a net inflow of 60.82 million yuan from institutional investors, while retail investors experienced a net outflow of 14.89 million yuan [2] - Major stocks like COFCO Sugar had a net inflow of 10.3 million yuan from institutional investors but faced significant outflows from retail investors [3] - Double Tower Food (002481) recorded a net inflow of 25.30 million yuan from institutional investors, indicating strong institutional interest [3]

Core Viewpoint - Guangnong Sugar Industry (000911) announced that the company has no overdue guarantees, is not involved in any litigation related to guarantees, and has not incurred losses due to being ruled against in guarantee-related cases [1] Summary by Relevant Categories - **Company Status** - Guangnong Sugar Industry confirmed the absence of overdue guarantees [1] - The company is not involved in any lawsuits concerning guarantees [1] - There are no losses incurred from guarantee-related judgments against the company [1]

Group 1: Report Summary - The price of Zhengzhou Sugar 2601 contract rose slightly this week, with a weekly increase of about 0.68% [5][17] - In the first half of October 2025, the sugar cane crushing and sugar production progress in the central - southern region of Brazil slowed down significantly. As of October 16, the cumulative sugar production in the 25/26 sugar season increased by 0.89% year - on - year [5] - In the domestic market, the forecasted arrival of out - of - quota raw sugar in October is expected to decrease month - on - month. Due to news about syrups and premixes, there is support at the lower level, but the loose supply - demand situation still pressures the sugar market. In the short term, sugar prices will mainly operate at a low level [5] - It is recommended to wait and see for the Zhengzhou Sugar 2601 contract in the short term [5] - Future factors to watch include domestic production and sales, and new - season production forecasts [6] Group 2: Futures and Spot Market International Market - The international raw sugar spot price this week was 14.1 cents per pound, down 0.62 cents per pound from last week [15] Domestic Futures Market - The price of Zhengzhou Sugar 2601 contract rose slightly this week, with a weekly increase of about 0.68% [5][17] - The net position of the top 20 in the Zhengzhou sugar futures this week was - 57,848 lots, and the Zhengzhou sugar warehouse receipts were 7,530 [23] - The price difference between the 1 - 5 contracts of Zhengzhou sugar futures this week was + 70 yuan/ton, and the basis of spot - Zhengzhou sugar was + 257 yuan/ton [28] Domestic Spot Market - As of October 31, the sugar price in Liuzhou, Guangxi was 5,760 yuan/ton, in Nanning, Guangxi was 5,740 yuan/ton, and in Kunming, Yunnan was 5,710 yuan/ton [34] - This week, the estimated profit of Brazilian sugar within the quota was 1,790 yuan/ton, up 176 yuan/ton from last week; the estimated profit outside the quota was 509 yuan/ton, up 270 yuan/ton from last week. The estimated profit of Thai sugar within the quota was 1,512 yuan/ton, up 206 yuan/ton from last week; the estimated profit outside the quota was 432 yuan/ton, up 267 yuan/ton from last week [40] Group 3: Industry Chain Supply Side - As of the end of September 2025, the national sugar production in the 2024/25 sugar - making season was 11.1621 million tons, an increase of 1.1989 million tons or 12.03% year - on - year [44][56] - As of August 2025, the domestic sugar industrial inventory was 1.1623 million tons, a month - on - month decrease of 450,000 tons or 27.91%, and a year - on - year increase of 60,100 tons or 5.45% [47] - In September 2025, China's sugar imports were 550,000 tons, a year - on - year increase of 27.78% and a month - on - month decrease of 280,000 tons. From January to September 2025, the cumulative sugar imports were 3.16 million tons, a year - on - year increase of 7.89% [51] Demand Side - As of the end of September 2025, sugar mills in the 2024/25 sugar - making season had all stopped crushing [56] - In September 2025, China's monthly production of refined sugar was 539,100 tons, a year - on - year increase of 35.4%. The monthly production of soft drinks was 15.9167 million tons, a year - on - year decrease of 1.9% [60] Group 4: Option and Stock - Futures Correlation Market Option Market - This week's implied volatility of at - the - money options in the sugar option market is presented in the relevant chart [62] Stock Market - The price - earnings ratio of Nanning Sugar Industry is presented in the relevant chart [67]

证券代码：000911 证券简称：广农糖业 公告编号：2025-082 广西农投糖业集团股份有限公司 关于为控股子公司提供担保的进展公告 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。 特别风险提示： 截至本公告日，广西农投糖业集团股份有限公司（以下简称公司） 及控股子公司对外担保总额已超过公司 2024 年 12 月 31 日经审计归母净 资产 100%，敬请投资者关注担保风险。 一、担保情况概述 公司分别于 2024 年 11 月 29 日、2024 年 12 月 16 日召开公司第八 届董事会 2024 年第三次临时会议和公司 2024 年第六次临时股东大会， 审议通过了《关于 2025 年度对控股子公司担保额度预计的议案》，同意 公司 2025年度为控股子公司提供担保额度总计不超过人民币 353,300万 元(含存量），担保范围包括但不限于申请综合授信、借款、承兑汇票或 开展其他日常经营业务等。担保主债务起始日在公司股东大会审议通过 之日起一年内，担保的主债务期限不超过 2026 年 12 月 31 日，担保期限 为主债务到期日后三年。实际担保金额及担 ...

Core Viewpoint - Guangnong Sugar Industry, established in 1999 and listed on the Shenzhen Stock Exchange, is a state-owned enterprise in Guangxi focusing on the production and sales of refined sugar, benefiting from a full industry chain advantage [1] Financial Performance - As of Q3 2025, Guangnong Sugar's revenue reached 1.744 billion yuan, ranking 6th in the industry, significantly lower than the top player COFCO Sugar's 20.305 billion yuan and second-ranked COFCO Technology's 13.262 billion yuan, and below the industry average of 4.316 billion yuan, but slightly above the median of 1.63 billion yuan [2] - The company's net profit for the same period was -7.6407 million yuan, ranking 11th in the industry, far below COFCO Sugar's 828 million yuan and Morning Light Bio's 311 million yuan, as well as below the industry average of 114 million yuan and median of 64.236 million yuan [2] Financial Ratios - As of Q3 2025, Guangnong Sugar's debt-to-asset ratio was 93.59%, a decrease from 95.54% year-on-year, but still significantly higher than the industry average of 36.70% [3] - The gross profit margin for the same period was 12.59%, an increase from 11.71% year-on-year, yet still below the industry average of 13.16% [3] Management Compensation - The total compensation for General Manager Liu Ning was 499,800 yuan in 2024, an increase of 21,000 yuan from 2023 [4] Shareholder Information - As of September 30, 2025, the number of A-share shareholders decreased by 1.10% to 34,100, while the average number of circulating A-shares held per household increased by 1.12% to 11,700 [5]

Core Points - The company reported a significant increase in net profit attributable to shareholders, rising by 83.92% year-on-year, primarily due to a substantial reduction in financial expenses and an increase in the reversal of bad debt provisions [5] - However, the net cash flow from operating activities decreased by 133.86% year-on-year, mainly due to a decline in sales volume of refined sugar and an 8.83% decrease in the selling price, leading to reduced revenue and sales collections [5] - The company plans to issue shares to specific targets as part of its development strategy, which has been approved by the board and shareholders [9][10] Financial Data Summary - The company's cash and cash equivalents decreased by 69.61% from the beginning of the year, primarily due to the repayment of bank loans [5] - Prepayments increased by 95.50% from the beginning of the year, mainly due to an increase in advance payments for agricultural materials [5] - Inventory decreased by 33.31% from the beginning of the year, attributed to increased sales of refined sugar [6] - Accounts payable decreased by 61.48% from the beginning of the year, as payments for sugarcane were completed at the end of the 2024/2025 sugar production season [6] - Long-term borrowings decreased by 49.72% from the beginning of the year, mainly due to a reduction in bank loans [6] - Financial expenses decreased by 38.33% year-on-year, primarily due to a reduction in interest-bearing liabilities and lower borrowing rates [7] - Credit impairment losses decreased by 133.15% year-on-year, mainly due to the reversal of bad debt provisions for accounts receivable [8] Shareholder Information - The company’s major shareholder, Guangnong Group, released 50,005,900 shares from pledge, accounting for 12.49% of the total share capital [13] - The company’s actual controller remains Guangxi State-owned Assets Supervision and Administration Commission, even after the transfer of 33% equity held by Guangnong Group to Guangxi Guokong Capital Operation Group [14] Audit and Compliance - The company has renewed its contract with the accounting firm, Crowe Horwath, for the 2025 financial year, ensuring compliance with auditing standards [18][29] - The third-quarter financial report was not audited, indicating a need for careful monitoring of financial practices [16] Upcoming Events - The company will hold its fourth extraordinary general meeting of 2025 on November 14, 2025, to discuss various proposals, including the increase of daily related transactions with its controlling shareholder [34][58]

Group 1 - The core point of the article is that Guangnong Sugar Industry (000911.SZ) reported a decline in revenue and a net loss for the first three quarters of 2025 [1] Group 2 - The company achieved an operating income of 1.744 billion yuan, representing a year-on-year decrease of 18.81% [1] - The net loss attributable to shareholders of the listed company was 4.3921 million yuan [1] - The net loss attributable to shareholders after deducting non-recurring gains and losses was 18.035 million yuan [1]

Core Viewpoint - Guangnong Sugar Industry (000911.SZ) reported a significant decline in revenue and net profit for the first three quarters of 2025, indicating potential challenges in the company's financial performance [1] Financial Performance - The company achieved an operating revenue of 1.744 billion yuan, representing a year-on-year decrease of 18.81% [1] - The net profit attributable to shareholders of the listed company was -4.3921 million yuan, indicating a loss [1] - The net profit attributable to shareholders after deducting non-recurring gains and losses was -18.035 million yuan [1] - The basic earnings per share were -0.011 yuan [1]