安徽金禾实业股份有限公司 公司章程 安徽金禾实业股份有限公司 章 程 二〇二五年五月 | 第一章总则 | 1 | | --- | --- | | 第二章经营宗旨和范围 | 2 | | 第三章股份 | 2 | | 第一节 股份发行 | 2 | | 第二节 股份增减和回购 | 3 | | 第三节 股份转让 | 4 | | 第四章股东和股东大会 | 5 | | 第一节 股东 | 5 | | 第二节 股东大会的一般规定 | 7 | | 第三节 股东大会的召集 | 9 | | 第四节 股东大会的提案与通知 | 10 | | 第五节 股东大会的召开 | 12 | | 第六节 股东大会的表决和决议 | 14 | | 第五章董事会 | 18 | | 第一节 董事 | 18 | | 第二节 董事会 | 21 | | 第六章总经理及其他高级管理人员 | 25 | | 第七章监事会 | 27 | | 第一节 监事 | 27 | | 第二节 监事会 | 27 | | 第八章财务会计制度、利润分配和审计 | 29 | | 第一节 财务会计制度 | 29 | | 第二节 内部审计 | 32 | | 第三节 会计师事务所的聘任 | 32 ...

安徽承义律师事务所 关于安徽金禾实业股份有限公司 召开 2024 年度股东大会的 法律意见书 安徽承义律师事务所 ANHUI CHENGYI LAW FIRM 地址：安徽省合肥市怀宁路 200 号置地广场栢悦中心五层 邮编：230041 传真：0551-65608051 电话：0551-65609615 65609815 1 安徽承义律师事务所 关于安徽金禾实业股份有限公司 召开2024年度股东大会的法律意见书 （2025）承义法字第 00090 号 二、本次股东大会参加人员的资格 经核查，参加本次股东大会的金禾实业股东和授权代表 244 名，持有金禾实 业 278,573,227 股，均为截止至 2025 年 4 月 30 日下午交易结束后在中国证券登 记结算有限责任公司深圳分公司登记在册的金禾实业股东。金禾实业董事、监事、 其他高级管理人员及本律师也出席了本次股东大会。出席本次股东大会的人员资 格符合法律、法规、规范性文件和公司章程的规定。 三、本次股东大会的提案 经核查，本次股东大会审议的提案分别由金禾实业第六届董事会和第六届监 事会提出，并提前二十日进行了公告。本次股东大会没有临时提案。本次股东大 2 ...

安徽金禾实业股份有限公司 证券代码：002597 证券简称：金禾实业 公告编号：2025-034 2024 年度股东大会决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 特别提示： 1、本次股东大会未出现否决提案的情形。 2、本次股东大会不涉及变更以往股东大会已通过的决议的情形。 3、根据法律、法规、规章和规范性文件对上市公司回购股份事宜的相关规 定，上市公司回购专用账户中的股份不享有股东大会表决权，截至本次股东大会 股权登记日，公司总股本569,975,078股，公司回购专用证券账户持有股份 21,242,637股，故公司此次股东大会有表决权股份总数为548,732,441股。 一、会议召开和出席情况 （一）会议召开情况 1、本次股东大会的召开时间： 现场会议时间：2025年5月9日（星期五），14:00开始。 5、会议主持人：董事长杨乐先生。 本次股东大会的召集和召开符合有关法律、行政法规、部门规章、规范性文 件和公司章程的规定。 （二）会议出席情况 根据法律、法规、规章和规范性文件对上市公司回购股份事宜的相关规定， 上市公司回购专用账户中的股份不 ...

A股代糖概念板块震荡上升，百龙创园封板涨停，亚盛集团涨超4%，金禾实业涨近4%，红棉股份、三 元生物等跟涨。 ...

Investment Rating - The investment rating for the company is "Buy" and is maintained [10]. Core Views - The company reported significant year-on-year and quarter-on-quarter growth in its Q1 2025 results, with revenue reaching 1.3 billion yuan, a year-on-year increase of 7.2% and a quarter-on-quarter increase of 3.2%. The net profit attributable to shareholders was 240 million yuan, reflecting a year-on-year increase of 87.3% and a quarter-on-quarter increase of 64.0% [2][7]. Summary by Sections Financial Performance - In Q1 2025, the company achieved a revenue of 1.3 billion yuan, with a year-on-year growth of 7.2% and a quarter-on-quarter growth of 3.2%. The net profit attributable to shareholders was 240 million yuan, showing a year-on-year increase of 87.3% and a quarter-on-quarter increase of 64.0%. The net profit excluding non-recurring items was 230 million yuan, with a year-on-year increase of 88.0% and a quarter-on-quarter increase of 152.6% [2][7]. Product Pricing and Market Conditions - The average market prices for key products such as sucralose and aspartame saw significant increases in Q1 2025, with sucralose prices up by 100% year-on-year to 250,000 yuan/ton. The production rates for sucralose and maltol returned to normal levels compared to Q4 2024 [13]. Profitability - The company reported a gross profit margin of 29.9%, an increase of 8.8 percentage points year-on-year and 13.9 percentage points quarter-on-quarter. The net profit margin was 18.6%, reflecting a year-on-year increase of 7.9 percentage points and a quarter-on-quarter increase of 6.9 percentage points [13]. Industry Outlook - The sweetener industry is expected to maintain high prices due to its concentrated market structure. In April 2025, the market for sucralose saw upward price adjustments, with prices reaching 210,000 to 220,000 yuan/ton. The company is also expanding its production capabilities and focusing on high-value products in various sectors [13]. Strategic Initiatives - The company is advancing its integrated industrial chain layout, with key projects such as the second phase of the Dingyuan project, which will produce various chemical products. The company is also exploring new high-value products in food and beverage, daily consumer goods, and advanced manufacturing sectors [13].

Core Viewpoint - The company has announced the termination of its second employee stock ownership plan and the 2022 restricted stock incentive plan, along with the completion of stock sales and repurchases related to these plans [5][6][10]. Financial Data - The first quarter report has not been audited [3][12]. - The company does not require retrospective adjustments or restatements of previous accounting data [3]. - There are no non-recurring profit and loss items applicable for the reporting period [3]. Shareholder Information - The company has detailed the status of its major shareholders, including the total number of ordinary shareholders and the top ten shareholders [5]. - The second employee stock ownership plan had a total of 6,665,400 shares sold by March 12, 2025, with the distribution of proceeds to follow [6]. Important Matters - The company decided to terminate the second employee stock ownership plan, which was initially set to unlock shares in two phases, with the first phase allowing for the release of 1,333,080 shares (0.23% of total shares) and the second phase allowing for 2,666,160 shares (0.47% of total shares) [5][6]. - The 2022 restricted stock incentive plan was also terminated, with a total of 273,200 shares granted at a price of 18 yuan per share [8][10].

Investment Rating - The investment rating for the company is "Buy" (maintained) [4] Core Views - The company reported strong performance in Q1 2025, with revenue of 1.301 billion yuan, a year-on-year increase of 7.2%, and a net profit of 242 million yuan, reflecting an 87.3% year-on-year growth [7] - The increase in profitability is attributed to the rise in prices of food additive products and improvements in production efficiency and cost reduction [7] - The industry is shifting from market share-driven to profit-driven, with expectations for continued price increases in key products [7] - The company has successfully launched new production facilities, enhancing its capacity and innovation in biochemistry [7] Financial Data and Profit Forecast - Total revenue forecast for 2025 is 5.765 billion yuan, with a year-on-year growth rate of 8.7% [3] - Net profit for 2025 is projected at 1.213 billion yuan, representing a significant increase of 117.8% year-on-year [3] - Earnings per share (EPS) for 2025 is estimated at 2.13 yuan, with a price-to-earnings (PE) ratio of 12 [3] - The company’s gross margin is expected to improve to 31.1% in 2025, up from 29.9% in Q1 2025 [3] Market Data - As of April 30, 2025, the closing price of the stock was 24.83 yuan, with a market capitalization of 14.078 billion yuan [4] - The stock has a dividend yield of 0.81% based on the most recent dividend announcement [4] - The company’s price-to-book ratio is 1.8 [4]

Group 1: Investment Trends of Super Investors - Super investors in A-shares have shown a significant divergence in investment directions, with a focus on computing power and humanoid robots by individual investors, while billion-dollar private equity firms have concentrated on materials and resources sectors [1] - Notable individual investor Zhang Jianping has heavily increased his stake in computing power concepts, becoming a top shareholder in companies like Hangang Steel and Aofei Data, while also increasing his holdings in Cambrian [1] - Investor Ge Weidong has entered the top ten shareholders of Su Da Weige, holding 1.62 million shares valued at approximately 30 million yuan, indicating a strategic focus on micro-nano optical materials and communication industries [1] Group 2: Private Equity Movements - Over 20 billion-dollar private equity firms have appeared in the first quarter reports of listed companies, with firms like Gao Yi Asset and Xuan Yuan Private Equity being particularly active [3] - Gao Yi Asset has newly entered the top ten shareholders of companies such as Guoci Materials and China Aluminum, while increasing stakes in Longbai Group and Zijin Mining, and reducing holdings in Hikvision and Yangnong Chemical [3] - Xuan Yuan Private Equity has also made significant moves, entering the top ten shareholders of Huabao Co. and Stanley, while reducing positions in companies like Jidong Equipment [4] Group 3: Sector Focus and Company Highlights - The computing power and humanoid robot sectors are gaining traction among individual investors, with companies like Zhongjian Technology being highlighted as key players in the humanoid robot concept [1][2] - The materials and resources sectors are favored by private equity firms, with companies like Wolong Nuclear Materials receiving attention from multiple billion-dollar private equity products [4] - The first quarter has seen a notable increase in collaboration agreements between companies like Zhongding Co. and various robot enterprises, positioning Zhongding as a leader in the humanoid robot sector [2]

Core Viewpoint - Jinhe Industrial achieved significant profit growth in Q1 2025, with notable improvements in profitability metrics and cost control, although cash flow and accounts receivable levels warrant attention [2][4][5]. Profitability Improvement - In Q1 2025, the company reported total revenue of 1.301 billion yuan, a year-on-year increase of 7.24% - The net profit attributable to shareholders reached 242 million yuan, a substantial year-on-year growth of 87.30% - The net profit excluding non-recurring items was 227 million yuan, reflecting a year-on-year increase of 87.97% - Gross margin and net margin stood at 29.88% and 18.59%, respectively, with year-on-year increases of 41.88% and 74.65% [2]. Cost Control and Expense Optimization - The total of selling, administrative, and financial expenses in Q1 2025 was 58.683 million yuan, accounting for 4.51% of revenue, a decrease of 25.12% compared to the same period last year - This indicates positive progress in operational efficiency and cost management [3]. Cash Flow and Financial Position - The company faced cash flow pressure, with operating cash flow per share at -0.16 yuan, a year-on-year decline of 1156.88% - Cash and cash equivalents decreased from 2.412 billion yuan to 1.737 billion yuan, a decline of 27.96%, raising concerns about liquidity risk [4]. Accounts Receivable Concerns - Accounts receivable amounted to 749 million yuan, a year-on-year increase of 23.10% - The ratio of accounts receivable to profit reached 134.53%, which is relatively high and may impact the company's cash flow and capital turnover, suggesting a need for improved management and collection efforts [5]. Summary - Overall, Jinhe Industrial demonstrated significant profit growth in Q1 2025, particularly in gross and net margins - However, negative cash flow and elevated accounts receivable levels require attention, and the company should enhance cash flow management and accounts receivable collection to ensure long-term stability [6].

Industry Overview - Allulose, or D-Psicose, is a rare sugar found in small amounts in natural foods like raisins and figs, characterized by its white powder form and low caloric content [1][2] - The global allulose market is projected to reach $14.7 million by 2024 and is expected to grow to $43.6 million by 2032, driven by favorable policies and a global trend towards reduced sugar consumption [1][11] Market Dynamics - The allulose market is expanding rapidly in beverage and baking sectors, with China being the largest consumer market, holding approximately 80.45% of the market share, followed by Japan and South Korea [11][14] - The approval of allulose for use in various food products in multiple countries, including the U.S. and Australia, is facilitating its market entry, while the EU is expected to approve it within 2-3 years [11][13] Production and Technology - The primary production method for allulose is biological conversion, utilizing D-Psicose 3-epimerase to convert fructose into allulose, with key players including Jinhe Industrial, Baolingbao, and Sanyuan Bio [9][16] - Recent advancements in enzyme engineering have improved the yield of allulose production to 88.8%, significantly reducing raw material costs [26] Competitive Landscape - Major global players in the allulose market include CJ CheilJedang, Samyang, Tate & Lyle, and Matsutake, which have established production capabilities and technological advantages [18][29] - Domestic companies in China, such as Jinhe Industrial and Baolingbao, are in the process of expanding their production capacities, with potential domestic capacity exceeding 286,100 tons [20][26] Future Trends - The market is expected to experience a surge in industrial applications due to policy support, with the potential for allulose to be widely used in sugar-free beverages and baked goods by 2025 [25] - Health-conscious consumer trends are driving demand for low-calorie sweeteners like allulose, which is anticipated to see significant growth in the functional food sector [28][29]