住所：新疆阿拉尔市塔里木大道西 5599 号聚天红果业公司 1＃办公楼 306 室 通讯地址：新疆阿拉尔市塔里木大道西 5599 号聚天红果业公司 1＃办公楼 306 室 新疆塔里木农业综合开发股份有限公司 收购报告书摘要 上市公司名称：新疆塔里木农业综合开发股份有限公司 股票上市地点：上海证券交易所 股票简称：新农开发 股票代码：600359 收购人名称：新疆塔里木农垦集团有限公司 签署日期：二〇二五年九月 收购人声明 本部分所述词语或简称与本报告书摘要"释义"所述词语或简称具有相同含 义。 一、本报告书摘要系收购人依据《中华人民共和国公司法》《中华人民共和 国证券法》《上市公司收购管理办法》《公开发行证券的公司信息披露内容与格式 准则第 16 号——上市公司收购报告书》及其他相关法律、法规、部门规章和规 范性文件的规定编写。 二、依据上述法律、法规、部门规章和规范性文件的规定，本报告书摘要已 全面披露收购人在新农开发拥有权益的股份。截至本报告书摘要签署之日，除本 报告书摘要披露的持股信息外，上述收购人没有通过任何其他方式在新农开发拥 有权益。 三、收购人签署本报告书摘要已获得必要的授权和批准，其履行亦不违 ...

新疆塔里木农业综合开发股份有限公司 简式权益变动报告书 上市公司名称：新疆塔里木农业综合开发股份有限公司 股票上市地点：上海证券交易所 股票简称：新农开发 股票代码：600359 信息披露义务人名称：阿拉尔市国有资本投资运营集团有限公司 住所：新疆阿拉尔市南泥湾大道西 961 号办公楼 通讯地址：新疆阿拉尔市南泥湾大道西 961 号办公楼 股份变动性质：股份减少（国有股权无偿划转） 签署日期：二〇二五年九月 信息披露义务人声明 一、信息披露义务人依据《中华人民共和国证券法》《上市公司收购管理办 法》《公开发行证券的公司信息披露内容与格式准则第 15 号——权益变动报告书》 等相关的法律、法规和规范性文件编写本报告。 二、信息披露义务人签署本报告书已获得必要的授权和批准，其履行亦不违 反信息披露义务人章程或内部规则中的任何条款，或与之相冲突。 三、依据《中华人民共和国证券法》《上市公司收购管理办法》《公开发行证 券的公司信息披露内容与格式准则第 15 号——权益变动报告书》的规定，本报 告书已全面披露了信息披露义务人在新疆塔里木农业综合开发股份有限公司股 份中拥有权益的股份变动情况。 四、截至本报告书签署之日， ...

Core Viewpoint - The transfer of 40.32% equity of Xinong Development from Guotou Group to Nongken Group is a significant internal restructuring that does not change the actual controller of Xinong Development [1] Group 1: Transaction Details - Guotou Group has transferred its 40.32% stake in Xinong Development to Nongken Group without any financial compensation [1] - The acquisition is conducted between different entities under the same actual controller, thus exempting it from the mandatory offer requirements under the "Measures for the Administration of the Acquisition of Listed Companies" [1] - The necessary internal decision-making procedures have been completed, and approval from the First Division State-owned Assets Supervision and Administration Commission has been obtained [1] Group 2: Corporate Structure - Nongken Group is a wholly-owned subsidiary of Guotou Group, which is 95.12% owned by the First Division State-owned Assets Supervision and Administration Commission [1] - The transaction does not involve employee placement or the handling of debts and credits [1] Group 3: Compliance and Assurance - The acquirer, Nongken Group, has committed that the summary report does not contain false records, misleading statements, or significant omissions [1]

Market Overview - The planting industry sector experienced a decline of 1.92% on September 3, with Kangnong Seed Industry leading the drop [1] - The Shanghai Composite Index closed at 3813.56, down 1.16%, while the Shenzhen Component Index closed at 12472.0, down 0.65% [1] Individual Stock Performance - Kangnong Seed Industry (837403) closed at 26.42, down 10.74% with a trading volume of 93,300 shares and a transaction value of 271 million yuan [1] - Qiule Seed Industry (831087) closed at 17.00, down 6.54% with a trading volume of 95,500 shares and a transaction value of 169 million yuan [1] - Shennong Seed Industry (300189) closed at 4.81, down 4.94% with a trading volume of 1.614 million shares and a transaction value of 800 million yuan [1] - Other notable declines include: - Quanyin High-Tech (300087) down 3.75% - Xuecheng Biological (300511) down 3.51% [1] Capital Flow Analysis - The planting industry sector saw a net outflow of 378 million yuan from institutional investors, while retail investors contributed a net inflow of 208 million yuan [1] - The following stocks had significant capital flows: - Honghui Fruits and Vegetables (603336) saw a net inflow of 9.33 million yuan from institutional investors [2] - New Agricultural Development (600359) had a net inflow of 289.78 million yuan from institutional investors [2] - Wanxiang Denong (600371) experienced a net outflow of 297.60 million yuan from institutional investors but a net inflow of 285.48 million yuan from retail investors [2]

Financial Performance - The company's total revenue for the first half of 2025 was 284 million yuan, a decrease of 22.45% year-on-year [1] - The net profit attributable to shareholders was 18.94 million yuan, down 61.47% year-on-year [1] - In Q2 2025, total revenue was 133 million yuan, a decline of 35.69% year-on-year, with a net profit of -11.29 million yuan, a drop of 412.79% [1] - The gross margin was 22.76%, down 22.45% year-on-year, and the net margin was 6.99%, down 49.38% year-on-year [1] Accounts Receivable and Debt - Accounts receivable increased significantly, with a year-on-year growth of 119.76%, reaching 344.94 million yuan [1] - Interest-bearing liabilities rose to 509 million yuan, an increase of 58.83% year-on-year [1] - The company's cash assets are considered healthy, but the cash flow situation requires attention, with cash assets to current liabilities ratio at 66.04% [3] Return on Investment and Business Model - The company's Return on Invested Capital (ROIC) was 3.83%, indicating weak capital returns [3] - The historical median ROIC over the past decade was 3.84%, with a notably poor performance in 2018 at -11.07% [3] - The business model relies heavily on capital expenditures, necessitating scrutiny of the effectiveness and necessity of these expenditures [3] Profitability Metrics - The company's earnings per share (EPS) was 0.05 yuan, a decrease of 61.54% year-on-year [1] - The average operating cash flow per share was 0.20 yuan, down 8.93% year-on-year [1] - The total of selling, administrative, and financial expenses was 35.82 million yuan, accounting for 12.61% of revenue, an increase of 5.59% year-on-year [1]

Core Viewpoint - The company, Xinjiang Tarim Agricultural Comprehensive Development Co., Ltd. (referred to as "the company" or "Xin Nong Kai Fa"), is undergoing a change in its controlling shareholder from Aral City State Capital Investment and Operation Group Co., Ltd. to Xinjiang Tarim Agricultural Reclamation Group Co., Ltd. This transition will not affect the actual controller of the company, which remains the State-owned Assets Supervision and Administration Commission of the First Division of the Xinjiang Production and Construction Corps [8][10]. Group 1: Company Overview - The company is identified by the securities code 600359 and is engaged in agricultural development [3]. - The company’s board of directors has confirmed the authenticity and completeness of the announcements made regarding the changes in shareholding [3][7]. Group 2: Shareholding Changes - The controlling shareholder change involves a transfer of 153,815,575 shares, representing 40.32% of the company's total share capital, from the current controlling shareholder to the new one [8][10]. - The transfer of shares is classified as a non-compensatory transfer, meaning no payment is required for the share transfer [10]. - The company will continue to comply with relevant disclosure obligations as the share transfer progresses [11].

Company Overview - Xinong Development (SH 600359) announced its second board meeting for 2025 held via communication on August 29, 2025, to review the "2025 Semi-Annual Report" and other documents [1] Financial Performance - For the first half of 2025, Xinong Development reported a revenue composition where the service industry and others accounted for 65.89%, agriculture for 23.59%, and industry for 10.52% [1]

Group 1 - The company’s Nomination Committee reviewed and approved the qualifications of candidates for senior management positions, including General Manager, Deputy General Managers, Chief Accountant, and Board Secretary [1][2] - The candidates were found to meet the educational background, professional capabilities, work experience, and professional qualities required for their respective positions [1] - No disqualifying conditions were identified under the Company Law or other relevant regulations, and none of the candidates were subject to market entry bans by the China Securities Regulatory Commission [1] Group 2 - The Nomination Committee proposed Mr. Li Junhua as the candidate for General Manager, Mr. Kuang Yufeng and Mr. Tan Luping as Deputy General Managers, Ms. Wang Fang as Chief Accountant, and Mr. Jiang Caibin as Board Secretary and Deputy General Manager [2]

Core Viewpoint - The announcement details the completion of the board of directors' re-election and the appointment of senior management and securities representatives at Xinjiang Tarim Agricultural Comprehensive Development Co., Ltd. Group 1: Board Composition - The ninth board of directors consists of 7 members, including 4 non-independent directors and 3 independent directors [1][2] - The board is structured with four specialized committees: Strategic Committee, Nomination Committee, Audit Committee, and Compensation and Assessment Committee [2] Group 2: Board Members - Non-independent directors include: - Tang Jianguo (Chairman) - Li Junhua - Wu Ting - Jiang Caibin - Independent directors include: - Han Lu - Li Wei - Wang Pengcheng [1][2] Group 3: Senior Management Appointments - The board appointed 5 senior management personnel and 1 securities representative: - General Manager: Li Junhua - Deputy General Managers: Kuang Yufeng, Tan Luping, Jiang Caibin - Chief Accountant: Wang Fang - Board Secretary: Jiang Caibin - Securities Representative: Mao Haiyong [2][3] Group 4: Qualifications of Appointed Personnel - All appointed senior management personnel meet the necessary qualifications and do not fall under any disqualifying conditions as per relevant laws and regulations [3] - The board secretary and securities representative hold the required qualifications issued by the Shanghai Stock Exchange [3] Group 5: Background of Board Members and Management - Tang Jianguo: Born February 1968, with a background in finance and management [4] - Li Junhua: Born February 1969, with experience in agricultural management [4] - Wu Ting: Born December 1982, with a master's degree and experience in various managerial roles [5] - Jiang Caibin: Born June 1978, with a background in securities investment [5] - Han Lu: Born 1971, a professor with a PhD [6] - Li Wei: Born August 1983, a certified public accountant [6] - Wang Pengcheng: Born May 1975, with a doctorate in agricultural economics [6] - Additional details on other senior management members are provided, highlighting their educational and professional backgrounds [7][8]

Core Points - The company held its ninth board meeting on August 27, 2025, with all seven directors present [1] - The board elected Mr. Tang Jianguo as the chairman for the ninth board term [1] - The board approved the appointment of Mr. Li Junhua as the general manager and Mr. Jiang Caibin as the board secretary [1] - The board appointed Mr. Kuang Yufeng, Mr. Tan Luping, and Mr. Jiang Caibin as vice general managers, and Ms. Wang Fang as the chief financial officer [2] - The board appointed Mr. Mao Haiyong as the securities affairs representative [2] - The board approved the proposal for the construction of a testing center and efficient integrated storage facilities [2]