安徽省司尔特肥业股份有限公司公告 证券代码：002538 证券简称：司尔特 公告编号：2025-44 安徽省司尔特肥业股份有限公司 第七届董事会第二次会议决议公告 本公司及其董事会全体成员保证公告内容真实、完整和准确，不存在虚假 记载、误导性陈述或重大遗漏。 安徽省司尔特肥业股份有限公司（以下简称"公司"或"本公司"）第七届董事 会第二次会议于 2025 年 10 月 24 日在公司七楼会议室以现场结合通讯方式召开， 会议通知于 2025 年 10 月 14 日以专人送达及电子邮件方式送达。本次会议应到 董事 9 名，实到董事 9 名；公司部分高级管理人员列席本次会议，会议由公司董 事长袁其荣先生主持。本次会议符合《公司法》《公司章程》的规定，会议的召 集、召开合法有效。经与会董事审议表决，形成如下决议： 一、审议通过《2025 年第三季度报告》 投票结果：全体董事以 9 票赞成，0 票反对，0 票弃权通过该议案。 该议案已经审计委员会审议通过。 投票结果：全体董事以 9 票赞成，0 票反对，0 票弃权通过该议案。 该议案已经审计委员会审议通过。 此议案需提交公司 2025 年第二次临时股东会审议。 内容详见 ...

Financial Performance - The company's revenue for Q3 2025 was CNY 1,042,521,991.53, representing a 1.55% increase compared to CNY 1,026,603,307.41 in the same period last year[3]. - Net profit attributable to shareholders for Q3 2025 decreased by 26.04% to CNY 60,114,908.11 from CNY 80,516,030.93 year-on-year[3]. - The basic earnings per share for Q3 2025 was CNY 0.0704, down 26.05% from CNY 0.0943 in the previous year[4]. - Net profit for the first nine months of 2025 was ¥155,295,659.11, a decrease of 37.89% compared to the same period in 2024[8]. - Net profit for the period was CNY 155,295,659.11, a decrease of 38.0% from CNY 250,031,636.36 in the same period last year[26]. - Earnings per share (EPS) for the period was CNY 0.1819, down from CNY 0.2929 in the previous period[26]. - The company reported a total profit of CNY 216,135,015.17, a decrease from CNY 313,586,851.36 in the prior period[26]. Cash Flow - The net cash flow from operating activities for the year-to-date period was CNY 25,652,850.00, reflecting an 80.88% decline from CNY 134,166,400.00[3]. - Operating cash flow decreased by 80.88% to ¥25,652,852.51, attributed to increased cash payments for raw materials[9]. - The cash inflow from operating activities for the current period was ¥3,035,934,283.70, an increase of 22.8% compared to ¥2,472,193,730.77 in the previous period[28]. - The net cash flow from operating activities decreased to ¥25,652,852.51 from ¥134,166,421.37, reflecting a decline of 80.9%[28]. - The cash and cash equivalents at the end of the period were ¥119,050,510.47, down from ¥190,122,256.91 in the previous period[29]. - The company reported a cash decrease of ¥112,217,592.34 for the current period, contrasting with an increase of ¥32,761,948.98 in the previous period[29]. Assets and Liabilities - The total assets at the end of the reporting period were CNY 6,374,733,364.37, a decrease of 0.16% compared to the previous year[4]. - Total liabilities amounted to CNY 1,008,262,899.25, compared to CNY 1,072,571,507.23 in the previous period[24]. - The total equity attributable to shareholders increased by 1.02% to CNY 5,366,470,465.12 compared to the previous year[4]. - The company’s non-current liabilities increased significantly, with other current liabilities rising by 525.47% to ¥28,528,919.14 due to an increase in tax payable[8]. - The total non-current assets were reported at RMB 2,965,000,000.00, reflecting a slight decrease from the previous period[21]. Operational Highlights - Total operating revenue for the period reached CNY 3,225,123,606.50, an increase of 5.28% compared to CNY 3,063,601,584.86 in the previous period[25]. - Total operating costs amounted to CNY 3,020,460,425.61, up 9.34% from CNY 2,762,220,951.51 in the prior period[25]. - Research and development expenses for the period were CNY 78,674,253.58, down from CNY 88,269,494.38 in the previous period[25]. Shareholder Information - Total shareholders at the end of the reporting period was 40,962, with the largest shareholder holding 21.33%[11]. - The company plans to increase shareholdings by key executives, with the chairman intending to invest between RMB 3 million and RMB 6 million within three months[13]. Legal and Compliance Issues - The company faced a penalty of RMB 3,306,272 due to environmental violations, which has been paid, and remediation efforts are underway[15]. - A safety incident at a subsidiary resulted in one fatality and two injuries, leading to a fine of RMB 690,000, but it did not significantly impact overall operations[16]. - The company is currently involved in legal proceedings related to alleged embezzlement, with the case under review until November 9, 2025[17]. - The company has made adjustments to previous accounting data due to accounting errors, impacting financial statements from 2021 to 2023[4]. Other Financial Metrics - Non-recurring gains and losses for the reporting period included government subsidies amounting to CNY 3,329,683.01, contributing to a total of CNY 8,691,793.33 year-to-date[5]. - The company reported a decrease in net profit after deducting non-recurring gains and losses by 26.37% to CNY 55,690,450.00 for Q3 2025[3]. - The weighted average return on equity for Q3 2025 was 1.13%, down from 1.52% in the same period last year[4]. - Other income decreased by 37.48% to ¥8,890,096.29, mainly due to a reduction in government subsidies[8]. - The company’s cash flow from investment activities was negative at -¥34,723,380.27, a decrease of 127.70% compared to the previous year[9]. Reporting and Governance - The company has not audited its third-quarter financial report[30]. - The company’s board of directors issued the report on October 24, 2025[31].

Core Points - The company Sierte received financing buy-in of 1.7707 million yuan on October 16, with a current financing balance of 332 million yuan, accounting for 7.21% of its market capitalization, exceeding the historical 50th percentile level [2] - On September 1, Sierte announced that it received a notice of investigation from the China Securities Regulatory Commission, which may lead to potential legal claims from affected investors [2] - Investors who purchased Sierte shares between April 20, 2022, and April 25, 2025, and hold them until the close on April 25, 2025, are eligible to participate in compensation claims [2] - The company will hold its third extraordinary general meeting on November 15, 2024, in Hefei, Anhui Province, with the chairman presiding over the meeting [2] Shareholder Meeting Summary - A total of 355 shareholders participated in the meeting, representing 194 million shares, which is 25.6% of the total voting shares [3] - The meeting combined on-site and online voting, with 1 shareholder voting on-site for 182 million shares (24.01%) and 354 shareholders voting online for 12.0152 million shares (1.58%) [3] - The meeting approved the proposal to appoint an accounting firm, and the legal procedures for the meeting were confirmed to be compliant with regulations [3] Company Activities - Sierte has participated in 315 bidding projects and holds 96 trademark registrations [4]

Core Viewpoint - The company Sierte has been implicated in a criminal case involving former executives and a securities representative, highlighting issues of embezzlement and bribery within the financing projects [1][2]. Group 1: Legal Issues - Sierte received a notice from the Xuancheng Public Security Bureau regarding the transfer of a case involving former executives and securities representative Sun Bin for embezzlement and bribery [1]. - The notice indicates that the evidence against the suspects, including Sun Bin, is deemed sufficient for prosecution [1]. - The case involves multiple charges, including embezzlement, bribery, fraud, and issuing false VAT invoices [1]. Group 2: Financing History - Since its listing in 2011, Sierte has conducted four refinancing activities between 2014 and 2019, all sponsored by Guoyuan Securities [2]. - Key financing projects include a directed issuance raising 1.07 billion yuan in September 2015 and an 800 million yuan convertible bond issuance in 2019, both involving Sun Bin as the sponsor [2]. Group 3: Regulatory Environment - The Chinese Securities Association revised the "Sponsorship Business Rules" in 2024, introducing a classification system that can suspend sponsors from business activities, impacting their career [3]. - The new rules enforce lifelong responsibility for the authenticity and completeness of project application materials, compelling sponsors to maintain diligence throughout the project lifecycle [3]. - Increased regulatory scrutiny aims to enhance the quality control of securities firms and ensure that they fulfill their role as gatekeepers in the capital market [3].

Core Viewpoint - The announcement from Sierte (002538.SZ) regarding the transfer of a case involving former executives and intermediary personnel to the local prosecutor's office has caused significant concern in the brokerage community [1][5]. Group 1: Case Details - The case involves ten suspects, including former chairman Jin Guoqing and former general manager Jin Zhenghui, with charges including embezzlement, bribery, fraud, and issuing false VAT invoices [5]. - Notably, Sun Bin, a representative from the securities service intermediary, is also implicated and may become the first sponsor representative to be sent for prosecution in 2025 [5]. - The investigation was triggered by internal audits revealing irregularities in the accounts of a subsidiary, leading to a report filed by the company in January 2024 after several executives resigned [5]. Group 2: Financing History - Since its listing in 2011, Sierte has conducted four refinancing activities from 2014 to 2019, all sponsored by Guoyuan Securities [5]. - Sun Bin was involved in two significant financing projects: a private placement raising 1.07 billion yuan in September 2015 and an 800 million yuan convertible bond issuance in 2019 [5]. Group 3: Market Reactions - Sun Bin has been withdrawing from multiple ongoing projects since June 2025, raising market speculation about his status prior to the confirmation of his involvement in the Sierte case [6].

Core Points - The announcement by Sier Te (002538.SZ) on September 29 revealed that the Xuancheng Public Security Bureau has transferred a case involving former executives and intermediary personnel to the Xuancheng People's Procuratorate for review and prosecution [1] - The case involves ten suspects, including former Chairman Jin Guoqing and former General Manager Jin Zhenghui, with charges including embezzlement, bribery, fraud, and issuing false VAT invoices [1] - The implicated securities service intermediary, Guoyuan Securities, had representatives involved in Sier Te's financing projects from 2011 to 2019, including key fundraising efforts [1] Financing Projects - Guoyuan Securities' representative Sun Bin was involved in two significant financing projects for Sier Te: a directed issuance raising 1.07 billion yuan in September 2015 and an 800 million yuan convertible bond issuance in 2019 [2] - The investigation was triggered by internal audits revealing irregularities in the accounts of a subsidiary, Guizhou Lufang, after a change in shareholders at the end of 2023 [2] - Following the resignation of several former executives, including Jin Zhenghui, Sier Te reported the case on January 17, 2024 [2] Executive Changes - Sun Bin has been withdrawing from multiple listed company supervision projects since June 2025, indicating potential implications for his professional standing and the companies involved [2]

Core Viewpoint - The announcement from Sierte (002538.SZ) regarding the transfer of a case involving former executives and intermediary personnel to the local prosecutor's office has caused significant concern in the brokerage community [1] Group 1: Case Details - The case involves ten suspects, including former chairman Jin Guoqing and former general manager Jin Zhenghui, with charges including embezzlement, bribery, fraud, and issuing false VAT invoices [4][5] - Sun Bin, a representative from Guoyuan Securities, is also implicated and may become the first sponsor representative to be sent for prosecution in 2025 [4][6] Group 2: Financial Background - Sierte has conducted four refinancing projects from 2014 to 2019, all sponsored by Guoyuan Securities, including a private placement raising 1.07 billion yuan in September 2015 and an 800 million yuan convertible bond issuance in 2019 [5] - The investigation was triggered by internal audits revealing irregularities in the accounts of a subsidiary, leading to a report filed by the company in January 2024 [5] Group 3: Implications for Securities Industry - Sun Bin has recently withdrawn from multiple ongoing projects, raising market speculation about his status prior to the case's escalation [6] - The case highlights potential risks associated with the oversight and accountability of securities service intermediaries in financing projects [5][6]

Core Points - The company, Sierte (002538.SZ), has received a notice from the Xuancheng Public Security Bureau regarding the transfer of a case involving former executives suspected of embezzlement and other crimes [1] - The case involves multiple individuals, including former directors and senior management, who are accused of misappropriating substantial company assets and engaging in fraudulent activities [1][2] Summary by Sections - **Criminal Allegations**: The allegations include embezzlement of large sums from the company and its wholly-owned subsidiary, as well as fabricating transactions to misappropriate funds and obtain government subsidies [1] - **Legal Proceedings**: The case has been transferred to the Xuancheng People's Procuratorate for prosecution, with specific individuals named in the allegations, including charges of bribery and fraud [1] - **Company's Position**: The company is identified as a victim in the embezzlement case, and even if found guilty of unit crime, it would only face fines, with criminal responsibility primarily directed at the responsible individuals [2]

Core Viewpoint - The company is facing legal scrutiny due to allegations involving former executives and employees, including serious charges of embezzlement and fraudulent activities related to financial transactions and government subsidies [1][2] Group 1: Allegations and Legal Proceedings - The company received a notice from the public security bureau regarding the transfer of a case for prosecution, involving former directors and senior management accused of embezzling substantial assets from the company and its wholly-owned subsidiary [1] - Allegations include fabricating urea procurement transactions to misappropriate company funds, creating fictitious organic fertilizer sales to reclaim funds, and accepting fraudulent VAT invoices [1] - The company has been identified as a unit involved in the crime of issuing fraudulent VAT invoices, but potential penalties are limited to fines, with criminal responsibility primarily directed at the responsible individuals [2] Group 2: Implications for the Company - The company is considered a victim in the embezzlement case, which may mitigate the severity of penalties it faces if found guilty of unit crimes [2] - Future legal outcomes will depend on the findings of the judicial authorities, which will clarify the facts surrounding the allegations [1]

Core Viewpoint - The company Si Er Te (002538.SZ) is facing serious legal issues involving former executives who are accused of embezzlement and fraudulent activities, which may significantly impact its operations and financial standing [2]. Summary by Relevant Sections Legal Issues - The company has received a notice regarding the transfer of a case for prosecution, indicating that former executives are under investigation for long-term embezzlement of substantial assets from the company and its wholly-owned subsidiary [2]. - Specific allegations include fabricating urea procurement transactions to misappropriate company funds, creating fictitious organic fertilizer sales to reclaim some funds, and fraudulently obtaining government subsidies [2]. - The company has also been implicated in the crime of issuing false VAT invoices, which adds to the severity of the legal challenges it faces [2]. Criminal Charges - The local public security bureau has determined that the evidence against the former executives is clear and sufficient, leading to the case being forwarded to the local people's procuratorate for further prosecution [2].