金正大生态工程集团股份有限公司 第六届董事会第十次会议决议公告 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。 一、会议召开情况 2025年4月24日9时，金正大生态工程集团股份有限公司（以下简称"公司"） 在山东省临沭县兴大西街19号公司会议室召开第六届董事会第十次会议。会议通 知及会议资料于2025年4月11日以电子邮件或直接送达方式送达全体董事、监事 及高级管理人员。会议应到董事9名，实到9名。董事长李玉晓、董事李文静、万 鹏、李新柱现场出席了本次会议，董事张宇鹏、独立董事陈国福、王学斌、王伟、 葛夫连以通讯方式参加了本次会议，公司监事以及其他高级管理人员列席了本次 会议。会议由李玉晓先生主持，会议的通知、召集、召开和表决程序符合《中华 人民共和国公司法》和《公司章程》的规定。 二、会议审议情况 证券代码：002470 证券简称：金正大 公告编号：2025-004 经与会董事认真审议，会议以举手表决与通讯表决相结合的方式，形成如下 决议： 1、审议通过《2024年度总经理工作报告》。 表决情况：赞成9票，反对0票，弃权0票。 2、审议通过《2024年度董 ...

证券代码：002470 证券简称： 金正大 公告编号：2025-007 金正大生态工程集团股份有限公司 关于 2024 年度利润分配方案的公告 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。 特别提示： 金正大生态工程集团股份有限公司（以下简称"公司"）披露《关于2024年 度利润分配方案的公告》后不触及《深圳证券交易所股票上市规则》第9.8.1条 规定的可能被实施其他风险警示情形。 一、审议程序 公司于 2025 年 4 月 24 日召开了第六届董事会第十次会议，审议通过了《2024 年度利润分配方案》，公司 2024 年度利润分配方案尚需提交公司 2024 年年度股 东大会审议。 二、公司 2024 年度利润分配方案 根据中兴华会计师事务所（特殊普通合伙）出具的公司 2024 年度审计报告 （中兴华审字（2025）第 021062 号），2024 年公司实现归属于上市公司股东的 净利润 59,685,334.17 元。其中：母公司实现净利润 272,822,411.74 元，根据 公司章程的有关规定，在提取法定盈余公积金 0 元后，本次可供股东分配的净利 ...

证券代码：002470 证券简称：金正大 公告编号：2025-017 金正大生态工程集团股份有限公司 关于2024年半年度报告及摘要、2024年第三季度报告 为更准确反映各会计期间的经营成果，如实反映相关报表项目列报、准确反映 各期间财务状况，根据证券监管要求及企业会计准则的有关规定，公司对上述会计 事项涉及的《2024年半年度报告》《2024年半年度报告摘要》《2024年第三季度报 告》中相关内容进行更正。 二、具体更正情况以及对公司的影响 （一）《2024年半年度报告》"第二节 公司简介和主要财务指标之四、主要 会计数据和财务指标"，《2024年半年度报告摘要》"二、公司基本情况"之"2. 主要会计数据和财务指标" 更正后： | | 本报告期 | 上年同期 | 本报告期比上年同 | | --- | --- | --- | --- | | | | | 期增减 | | 营业收入（元） | 4,578,725,951.31 | 4,658,259,132.10 | -1.71% | | 归属于上市公司股东的净利润 | 168,416,738.92 | -151,426,934.18 | 211.22% | | ...

Revenue and Profitability - The company's revenue for Q3 2024 was ¥1,817,066,235.05, a decrease of 13.25% compared to the same period last year[4]. - Net profit attributable to shareholders increased by 103.74% to ¥11,723,552.69 for the quarter, while the net profit after deducting non-recurring gains and losses was a loss of ¥53,143,103.62, down 83.95%[4]. - Basic and diluted earnings per share were both ¥0.0036, reflecting an increase of 103.77% year-on-year[4]. - Total operating revenue for the current period is ¥6,395,792,186.36, a decrease of 5.3% from ¥6,752,814,414.44 in the previous period[23]. - Net profit for the current period is ¥182,418,258.32, compared to a net loss of ¥466,012,288.23 in the previous period[24]. - Earnings per share (basic and diluted) for the current period is ¥0.0548, recovering from a loss of ¥0.1416 in the previous period[25]. Assets and Liabilities - Total assets decreased by 5.56% to ¥11,107,037,003.81 compared to the end of the previous year[4]. - Total current assets decreased from 5,160,117,907.59 yuan to 4,555,066,398.74 yuan, a reduction of approximately 11.7%[21]. - Total non-current assets decreased slightly from 6,600,240,190.98 yuan to 6,551,970,605.07 yuan, a decrease of about 0.7%[21]. - Total liabilities decreased to ¥8,827,441,073.18 from ¥9,676,897,122.77, showing a reduction in financial leverage[22]. - The company’s expected liabilities decreased by 32.27% to ¥99,083,678.66, mainly due to the final ruling of previously unresolved litigation[11]. Cash Flow - Cash flow from operating activities decreased by ¥38,135,372.98, totaling ¥377,826,675.26, attributed to increased cash payments for goods and services[14]. - Cash inflow from operating activities totaled ¥7,189,637,319.29, slightly up from ¥7,082,737,451.71 in the previous period[26]. - The net cash flow from operating activities was $377.83 million, a decrease of 9.1% compared to $415.96 million in the previous period[27]. - Total cash outflow from operating activities amounted to $6.81 billion, slightly increasing from $6.67 billion year-over-year[27]. - The ending cash and cash equivalents balance was $155.39 million, down from $1.03 billion at the end of the previous period[27]. Investments and Expenditures - Research and development expenses increased by 47.79% to ¥137,988,986.08, indicating a significant investment in innovation[15]. - The company reported a significant increase in cash outflow for capital expenditures, totaling $267.22 million compared to $72.72 million previously[27]. - Investment income surged by 331.06% to ¥93,430,771.49, primarily due to gains from debt restructuring[15]. Shareholder Information - Total number of common shareholders at the end of the reporting period is 55,999[17]. - The largest shareholder, Linyi Jinzhen Investment Holding Co., Ltd., holds 29.90% of shares, amounting to 982,547,392 shares, with 969,062,379 shares pledged[17]. - The company’s total equity attributable to shareholders rose by 9.63% to ¥2,206,309,313.18 compared to the end of the previous year[4]. - The total equity attributable to shareholders increased to ¥2,206,309,313.18 from ¥2,012,452,325.06, indicating a strengthening of the company's financial position[22]. Financial Management - Financial expenses decreased significantly to ¥107,253,378.78 from ¥188,345,101.61, indicating improved cost management[24]. - The company reported a significant reduction in credit impairment losses to ¥106,228,548.16 from a loss of ¥312,988,224.24, suggesting improved asset quality[24]. - Long-term borrowings decreased from 1,950,215,752.44 yuan to 1,905,665,951.84 yuan, a decrease of approximately 2.3%[21]. Future Considerations - The company has entered into a 10-year installment repayment agreement with the Bank of Communications for debt restructuring[18]. - The company has not yet audited its third-quarter report, which may impact future financial assessments[28]. - The company will implement new accounting standards starting in 2024, which may affect financial reporting[28].

Financial Performance - The company reported a significant increase in revenue, with a year-on-year growth of 15% in 2024 [19]. - The company’s operating revenue for 2024 was ¥8,328,058,513.21, a decrease of 2.58% compared to ¥8,548,940,363.92 in 2023 [24]. - The net profit attributable to shareholders for 2024 was ¥59,685,334.17, representing a significant increase of 106.15% from a loss of ¥971,207,098.07 in 2023 [24]. - The cash flow from operating activities increased by 89.39% to ¥534,724,359.03 in 2024, compared to ¥282,335,123.73 in 2023 [24]. - The basic earnings per share for 2024 was ¥0.0182, a turnaround from a loss of ¥0.2956 in 2023, marking a 106.16% improvement [24]. - The company reported a total asset value of RMB 1.2 billion as of the end of 2024, reflecting a 10% increase from the previous year [19]. - The company anticipates a net profit growth of 12% for the fiscal year 2025, driven by increased sales and operational efficiency [19]. - In 2024, the company achieved operating revenue of 832,805.85 million yuan, a year-on-year decrease of 2.58%, while net profit attributable to shareholders reached 5,968.53 million yuan, a year-on-year increase of 106.15% [61]. Market Expansion and Strategy - The company is focusing on expanding its market presence, particularly in the Southeast Asian region, aiming for a 20% increase in market share by 2025 [19]. - The company is exploring potential mergers and acquisitions to enhance its product portfolio and market reach, with a target of completing at least one acquisition by the end of 2025 [19]. - The company is actively pursuing new investment opportunities and strategies to enhance its market position [91]. - The company aims to increase its market share through strategic expansions and potential acquisitions in the coming years [97]. - The company is focusing on expanding its market presence and enhancing its product offerings through ongoing research and development initiatives [136]. Research and Development - The company has allocated a budget of RMB 50 million for research and development in innovative agricultural technologies for the upcoming year [19]. - The company has established a comprehensive R&D system with 389 patents, including 285 invention patents, and has participated in over 80 national and provincial key research projects [56]. - The company is focusing on developing green controlled-release fertilizers and related technologies to enhance production efficiency and reduce costs [79]. - The company aims to enhance the efficiency and precision of its slow-release fertilizer products through targeted research and development initiatives [80]. - The company has developed new technologies that improve fertilizer efficiency and reduce environmental pollution, leading to significant economic and ecological benefits [48]. Sustainability and Environmental Impact - The company aims to improve its sustainability practices, targeting a 30% reduction in carbon emissions by 2025 [19]. - The company is committed to enhancing safety and environmental protection measures to comply with regulatory requirements in the chemical industry [115]. - The company has implemented measures to ensure that all emissions are within regulatory limits, with no reported exceedances for several pollutants [171]. - The company has achieved a 15% increase in crop yield through its self-developed "two-mixing three-spraying" technology, significantly enhancing agricultural productivity [183]. - The company has invested in environmental governance and protection, timely paying environmental protection taxes to minimize its impact on the environment [179]. Governance and Management - The company has a governance structure that complies with the Company Law and relevant regulations, continuously improving its governance level [124]. - The company has established a remuneration decision-making process based on its overall development strategy and annual operational goals [146]. - The company has implemented a performance evaluation and incentive mechanism for directors and senior management, linking their remuneration to company performance [126]. - The company has a strong management team with diverse backgrounds in engineering, finance, and marketing, contributing to its strategic direction [137]. - The company has established a comprehensive training plan for employees, focusing on skills enhancement and safety management [158]. Financial Management and Investments - The company plans not to distribute cash dividends, issue bonus shares, or convert capital reserves into share capital for the reporting period [160]. - The company has implemented a robust internal control system to improve decision-making and management efficiency in 2025 [113]. - The company plans to use idle funds to purchase medium and low-risk financial products as part of its investment strategy [147]. - The company has received government subsidies related to revenue amounting to CNY 25.67 million in 2024, which are not sustainable and will not significantly impact operations [53]. - The company has not engaged in any securities investments during the reporting period [99]. Product Development and Innovation - New product development includes the launch of a new line of controlled-release fertilizers, expected to contribute an additional 10% to overall sales in 2025 [19]. - The company has developed over 100 types of fertilizers across 12 categories, including controlled-release fertilizers and microbial agents, to meet diverse agricultural needs [57]. - The company has formed a strategic alliance for technological innovation in the controlled-release fertilizer industry, enhancing core technology development and talent cultivation [47]. - The company is focusing on developing multifunctional disease-resistant fertilizers to improve agricultural productivity and sustainability [80]. - The company is investing $200 million in research and development for new technologies aimed at enhancing user experience [118]. Risk Management - The company has identified potential risks including fluctuations in raw material prices and regulatory changes in the agricultural sector [6]. - The company has established a risk management framework for its hedging activities, including measures to mitigate basis risk, daily settlement risk, and internal control risk [102]. - The fluctuation in raw material prices in 2024 is influenced by international conditions and market supply-demand dynamics [45]. - The company is addressing market risks by leveraging its competitive advantages in product, technology, brand, and marketing to navigate the increasingly saturated compound fertilizer industry [114]. - The company has implemented strict controls on the scale of its hedging activities to align with its operational needs [102].

Financial Performance - The company's operating revenue for the first half of 2024 was approximately ¥4.58 billion, a decrease of 1.71% compared to ¥4.66 billion in the same period last year[21]. - Net profit attributable to shareholders was approximately ¥168.42 million, a significant increase of 211.22% from a loss of ¥151.43 million in the previous year[21]. - The net cash flow from operating activities reached approximately ¥562.60 million, representing a substantial increase of 467.00% compared to ¥99.22 million in the same period last year[21]. - Basic earnings per share improved to ¥0.0513, compared to a loss of ¥0.0461 per share in the previous year, marking an increase of 211.28%[21]. - The weighted average return on equity was 8.03%, an increase of 13.27% from -5.24% in the previous year[21]. - Total assets at the end of the reporting period were approximately ¥11.44 billion, a decrease of 2.68% from ¥11.76 billion at the end of the previous year[21]. - Net assets attributable to shareholders increased to approximately ¥2.19 billion, reflecting an increase of 8.71% from ¥2.01 billion at the end of the previous year[21]. Investment and Development - The company plans not to distribute cash dividends or issue bonus shares for this reporting period[6]. - Future plans and development strategies are outlined, but they do not constitute a commitment to investors, highlighting the importance of investment risk awareness[5]. - The company continues to focus on new product development and market expansion strategies, although specific details were not disclosed in the summary[5]. - The company operates in the fertilizer industry, focusing on the R&D, production, and sales of a full range of products including compound fertilizers and soil conditioners[29]. - The company has established a comprehensive phosphorus chemical industry chain from phosphate rock to phosphorus acid and phosphorus chemical products, actively expanding into modern agricultural services[39]. - The company has implemented a "sales-driven production" model, adjusting production plans based on sales conditions to enhance operational efficiency[38]. - The company has outlined plans for future investments in expanding its market presence and product offerings[64]. Research and Development - Research and development expenses increased significantly by 132.37% to ¥96,727,099.28, attributed to higher R&D investments[48]. - The company focuses on product innovation and has developed strategies to enhance brand and product strength, particularly in high-end A-class products aimed at solving crop planting issues[39]. - The company has established a comprehensive independent R&D system with 387 authorized patents, including 291 invention patents and 3 international invention patents[43]. - The company has developed over 100 types of fertilizers across 12 categories, including controlled-release fertilizers and solid water-soluble fertilizers, to meet diverse agricultural needs[44]. - The company has been recognized for its "coated controlled-release fertilizer" and "rice-specific controlled-release fertilizer" as national key new products[45]. Environmental Compliance - The company adheres to national environmental protection laws and has obtained necessary environmental impact assessments and permits for its projects[84]. - The company has implemented measures to ensure compliance with air pollution discharge standards, with specific emissions data indicating compliance in most areas[85]. - The company reported a total SO2 emission of 0.1704 tons, which is below the regulatory limit of 13.511 tons[87]. - The company has implemented environmental protection facilities that are designed, constructed, and put into operation simultaneously with the main project, ensuring compliance with national environmental regulations[89]. - In the first half of 2024, all environmental protection facilities operated normally, and pollutant emissions were well below the approved total emissions[89]. - The company has not faced any administrative penalties related to environmental issues during the reporting period[90]. Risk Management - The company has established a risk management system for its hedging activities, including strict control over fund usage[68]. - The company faces market risks due to overcapacity in the compound fertilizer industry and increasing competition[75]. - The company has implemented measures to manage raw material costs, including reducing inventory and using market price settlements[75]. Shareholder and Corporate Governance - The annual shareholders' meeting approved the 2023 financial settlement report and the profit distribution plan, with a participation rate of 35.76%[79]. - The company has committed to avoiding related party transactions to ensure fair market practices and protect shareholder interests[100]. - There were no instances of non-operating fund occupation by controlling shareholders or related parties during the reporting period[103]. - The company did not engage in any illegal external guarantees during the reporting period[104]. - The company has not undergone any bankruptcy reorganization during the reporting period[109]. Market Trends and Opportunities - The market for new fertilizers is expected to grow significantly as traditional fertilizers are gradually replaced, with a focus on specialized, efficient, and environmentally friendly products[33]. - The phosphate chemical industry is undergoing transformation and upgrading, focusing on high-value utilization of phosphate resources[34]. - The 2024 Central Document No. 1 emphasizes ensuring national food security, which presents new opportunities and challenges for the fertilizer industry[30]. Community Engagement and Social Responsibility - The company actively engages in community welfare, providing internships and job opportunities for graduates, and collaborating with universities to build training bases[97]. - The company has been recognized for its contributions to social welfare, including scholarships and poverty alleviation initiatives[97].

证券代码：002470 证券简称：金正大 公告编号：2025-003 金正大生态工程集团股份有限公司 关于控股股东部分股份解除质押的公告 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。 金正大生态工程集团股份有限公司（以下简称"公司"）收到控股股东临沂 金正大投资控股有限公司的通知，获悉其所持有公司的部分股份已解除质押。现 将具体情况公告如下： 一、本次解除质押情况 1、本次解除质押基本情况 | 股东名称 | | 是否为控股股东 | 本次解除质押 | 占其所 | 占公司 | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 或第一大股东及 | | 股份数量 | 持股份 | 总股本 | 起始日 | 解除日期 | 质权人 | | | 其一致行动人 | | （股） | 比例 | 比例 | | | | | 临沂金正大投资 | 是 | | 24,989,516 | 2.5433% | 0.7605% | 2016-06-01 | 2025-04-03 | 上海光大证券资 产管理有限公司 | ...

Financial Performance - The company expects a net profit attributable to shareholders of between 48 million and 70 million yuan, a significant increase of 104.94% to 107.21% compared to a loss of approximately 97.12 million yuan in the same period last year[3] - The net profit after deducting non-recurring gains and losses is projected to be a loss between 28 million and 20 million yuan, representing an improvement of 80.93% to 86.38% from a loss of approximately 146.83 million yuan in the previous year[3] - Basic earnings per share are expected to be between 0.0146 yuan and 0.0213 yuan, recovering from a loss of 0.2956 yuan per share in the same period last year[3] Operational Improvements - The company has improved operational management and brand building, leading to a steady increase in product gross margin and net profit growth[4] - Debt restructuring agreements with multiple financial institutions have been reached, significantly impacting the net profit after deducting non-recurring gains and losses[5] - The company has communicated with its auditing firm regarding the preliminary estimates, and there are no discrepancies in the earnings forecast[3]

中国北京建国门外大街 1 号国贸写字楼 2 座 12-15 层 100004 12-14th 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 2024年第三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2024年第三次临 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 ...

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、重要提示 证券代码：002470 证券简称：金正大 公告编号：2024-047 金正大生态工程集团股份有限公司 2024年第三次临时股东大会决议公告 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。 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2024年12月12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：2024年12月27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：2024年12月27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：2024年12月27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 ...