Core Points - The company held its first extraordinary general meeting of shareholders in 2025, which was conducted in compliance with relevant laws and regulations [1][7][19] Meeting Details - The meeting was announced on August 26, 2025, through various financial news outlets [5] - The meeting took place on September 11, 2025, with both on-site and online voting options available [6][8] - A total of 630 shareholders participated, representing 1,117,004,380 shares, which is 33.9925% of the total shares [8] Voting Results - The following proposals were approved during the meeting: 1. Election of Li Shanwei as a non-independent director, with 94.1628% approval [10] 2. Approval of a guarantee for loans to subsidiaries, with 94.0331% approval [11] 3. Amendments to the company’s articles of association, with 94.2132% approval [12] 4. Revisions to governance rules, including: - Shareholder meeting rules with 94.1875% approval [14] - Board meeting rules with 94.1625% approval [16] - Independent director work system with 94.1721% approval [17] - Related party transaction management system with 94.1756% approval [18] Legal Opinion - The legal opinion provided by Beijing Tongshang Law Firm confirmed that the meeting was conducted in accordance with legal requirements and the company’s articles of association, validating the voting results [19]

中国北京建国门外大街 1 号国贸写字楼 2 座 12-15 层 100004 12-15th Floor, China World Office 2, No. 1 Jianguomenwai Avenue, Beijing 100004, China 电话 Tel: +86 10 6563 7181 传真 Fax: +86 10 6569 3838 电邮 Email: beijing@tongshang.com 网址 Web: www.tongshang.com 关于金正大生态工程集团股份有限公司 2025年第一次临时股东大会的法律意见书 致：金正大生态工程集团股份有限公司 北京市通商律师事务所接受金正大生态工程集团股份有限公司(以下简称 "公司")的委托，指派律师(以下简称"本所律师")出席了公司2025年第一次临 时股东大会(以下简称"本次股东大会")，并依据《中华人民共和国公司法》、 《上市公司股东大会规则》(与《中华人民共和国公司法》统称"有关法律")、 《金正大生态工程集团股份有限公司章程》(以下简称"《公司章程》")及其他 相关法律、法规的规定，就公司本次股东大会的召集、召开程序、出席会议人员 的 ...

一、重要提示 1、本次会议没有增加、否决或变更提案的情况。 2、本次会议没有新提案提交表决。 3、本次股东大会以现场投票、网络投票相结合的方式召开。 证券代码：002470 证券简称：金正大 公告编号：2025-035 金正大生态工程集团股份有限公司 2025年第一次临时股东大会决议公告 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。 二、会议召开情况 （一）会议的通知：金正大生态工程集团股份有限公司（以下简称"公司"） 于2025年8月26日在《中国证券报》《上海证券报》《证券日报》《证券时报》 和巨潮资讯网刊登了会议通知。 （二）会议召开时间： 现场会议时间：2025年9月11日15:30 网络投票时间： 通过深圳证券交易所交易系统进行网络投票的时间为：2025年9月11日9:15 —9:25,9:30—11:30 和13:00—15:00； 通过深圳证券交易所互联网投票系统投票的时间为：2025年9月11日9:15 至 15:00的任意时间。 （三）召开地点：山东省临沭县兴大西街19号公司会议室 （四）召集人：公司董事会 （五）主持人：公司董事长李玉晓先 ...

Company Overview - Jinzhengdai Ecological Engineering Group Co., Ltd. is located in Linshu County, Shandong Province, established on August 26, 1998, and listed on September 8, 2010 [1] - The company specializes in a full range of soil-required products including compound fertilizers, slow-release fertilizers, water-soluble fertilizers, biological fertilizers, and soil conditioners, as well as providing related agricultural solutions for growers [1] Financial Performance - As of June 30, 2025, Jinzhengdai achieved operating revenue of 4.799 billion yuan, representing a year-on-year growth of 4.81% [2] - The net profit attributable to shareholders was -783.144 million yuan, a decrease of 146.50% compared to the previous period [2] - Cumulative cash dividends since the A-share listing amount to 1.227 billion yuan, with no dividends distributed in the past three years [3] Stock Performance - On September 3, Jinzhengdai's stock price fell by 2.26%, closing at 1.73 yuan per share, with a trading volume of 119 million yuan and a turnover rate of 2.06%, resulting in a total market capitalization of 5.685 billion yuan [1] - Year-to-date, the stock price has decreased by 11.73%, with a slight increase of 0.58% over the last five trading days and no change over the last 20 days, while it has decreased by 1.70% over the last 60 days [1] Shareholder Information - As of June 30, 2025, the number of shareholders is 69,600, a decrease of 3.60% from the previous period, with an average of 47,179 circulating shares per person, an increase of 3.74% [2] - Among the top ten circulating shareholders, Hong Kong Central Clearing Limited ranks as the seventh largest, holding 19.4337 million shares, an increase of 8.9789 million shares from the previous period [3] Market Position - Jinzhengdai is classified under the basic chemicals - agricultural chemical products - compound fertilizers sector, and is associated with concepts such as cement, low prices, rural e-commerce, ecological agriculture, and Shandong state-owned assets [1]

Group 1 - The core point of the article is the establishment of a new company, Jinzhe Agricultural Materials (Shandong) Co., Ltd., which is fully owned by Jinzhe (002470) with a registered capital of 20 million yuan [1] - The business scope of the new company includes second-class value-added telecommunications services, retail and wholesale of pesticides [1] - The registration of the new company indicates Jinzhe's expansion into the agricultural materials sector, potentially enhancing its market presence [1]

Core Viewpoint - The company is launching the "German Schneider Efficiency Technology 2.0" globally, aiming to enhance agricultural productivity through innovative fertilizer solutions and partnerships with global stakeholders [1][3][5]. Group 1: Launch Event - On August 26, the company held an online event to kick off the global demonstration of "German Schneider Efficiency Technology 2.0" with over 18,000 partners [1][3]. - The event was part of the company's 27th anniversary celebration, emphasizing the commitment to agricultural innovation and collaboration [1][3]. Group 2: Strategic Initiatives - The company has been actively pursuing a "go out, bring in" strategy, focusing on international expansion of slow-release fertilizers [3]. - Significant milestones include the establishment of an overseas slow-release fertilizer factory in the Netherlands and partnerships in Indonesia and Southeast Asia [3]. Group 3: Technology and Impact - The upgraded "Efficiency Technology 2.0" promises more stable and pronounced effects, with crop yield increases ranging from 15% to 30% across various crops [4]. - The technology employs unique nutrient retention, plant vaccine, and microbial activation techniques to enhance fertilizer efficiency and reduce environmental impact [4]. Group 4: Future Plans - The company plans to provide free trial products to partners and will upgrade all its brands and products in the second half of the year [4]. - Future initiatives include the construction of millions of acres of demonstration fields globally, reinforcing the commitment to sustainable agricultural practices [5].

Core Viewpoint - The recent financial report of Jinzhengda (002470) indicates a mixed performance with a slight increase in revenue but a significant decline in net profit, highlighting rising short-term debt pressure and cash flow challenges [1][2]. Financial Performance Summary - Total revenue for the first half of 2025 reached 4.799 billion yuan, a year-on-year increase of 4.81% compared to 4.579 billion yuan in 2024 [1]. - The net profit attributable to shareholders was -78.3144 million yuan, representing a year-on-year decline of 146.5% from a profit of 168 million yuan in 2024 [1]. - The gross profit margin improved to 11.81%, up 2.73% from 11.50% in the previous year, while the net profit margin fell to -1.59%, a decrease of 142.41% [1]. - Total expenses (selling, administrative, and financial) amounted to 420 million yuan, accounting for 8.74% of revenue, down 9.21% year-on-year [1]. - Earnings per share were -0.02 yuan, a decline of 146.39% from 0.05 yuan in 2024 [1]. Cash Flow and Debt Analysis - The net cash flow from operating activities decreased by 38.15%, attributed to increased cash payments for goods and services [2]. - The financing activities showed a significant increase of 103.54% due to reduced cash payments for debt repayment [2]. - The company’s liquidity is under pressure, with a current ratio of 0.79 and cash reserves constituting only 9.42% of total assets [2][3]. Debt and Receivables Concerns - The interest-bearing debt ratio has reached 40.32%, indicating a high level of leverage [3]. - The ratio of interest-bearing debt to the average operating cash flow over the past three years is 11.17%, suggesting potential difficulties in meeting debt obligations [3]. - Accounts receivable have reached 705.18% of profit, raising concerns about the company's ability to collect outstanding debts [3].

Group 1 - The company held its sixth board meeting on August 22, 2025, where all directors were present [9] - The board approved the 2025 semi-annual report and its summary, with a unanimous vote of 7 in favor [10][11] - The company plans to hold its first extraordinary general meeting of shareholders on September 11, 2025, to discuss various proposals [51][58] Group 2 - The company will not distribute cash dividends or issue bonus shares for the reporting period [3] - The company has not experienced any changes in its controlling shareholder or actual controller during the reporting period [5][6] - The company has proposed to amend its articles of association and revise several governance documents, which will require shareholder approval [47][49] Group 3 - The company plans to provide guarantees for loans to its subsidiaries, which is expected to support their operational funding needs [74][79] - The total maximum guarantee amount proposed is 90.4 million RMB, with specific guarantees for various subsidiaries [78] - The company’s total external guarantee amount, after approval, will be 2.8684 billion RMB, representing significant proportions of its total assets and net assets [81]

Meeting Details - The sixth meeting of the Supervisory Board was held at the company's conference room in Shandong Province on August 11, 2025, with all members notified via email or direct delivery [1] - The meeting was chaired by the Supervisory Board Chairwoman, and the procedures complied with the Company Law and Articles of Association [1] Meeting Resolutions - The Supervisory Board unanimously approved the procedures for the preparation and review of the company's 2025 semi-annual report, confirming that the report accurately reflects the company's actual situation without any false records or misleading statements [1][2] - The decision regarding the subsidiary's loan guarantee was deemed compliant with national laws and beneficial for the subsidiary's operational needs, ensuring the company's overall interests are maintained [2] Documentation - The announcement serves as a formal record of the resolutions made during the meeting, ensuring transparency and accountability [2]

Meeting Information - The company will hold its first extraordinary general meeting of shareholders in 2025 on September 11, 2025, at 15:30 in Shandong Province [1] - The meeting will allow for both on-site and online voting, with online voting available from 9:15 to 15:00 on the same day [2] Voting Procedures - Shareholders can vote either in person or via the Shenzhen Stock Exchange's online voting system, but cannot use both methods for the same vote [2] - Only shareholders registered by the close of trading on September 4, 2025, are eligible to attend and vote at the meeting [2] Agenda Items - The meeting will review several proposals, including a proposal for a subsidiary to provide guarantees for loans to another subsidiary [3][4] - Proposals requiring special resolutions must receive approval from at least two-thirds of the voting rights held by attending shareholders [4] Registration and Participation - Natural person shareholders must present identification and shareholder account cards for registration [5] - Legal entity shareholders must provide a copy of their business license, shareholder account card, and relevant authorization documents [5] Voting Process Details - Specific procedures for participating in online voting are provided, including the requirement for identity verification [6] - A proxy authorization form is available for shareholders wishing to delegate their voting rights [6][7]