新疆塔里木农业综合开发股份有限公司 （2025 年 7 月修订） 第一章 总则 第一条 为进一步规范新疆塔里木农业综合开发股份有限公司（以下简称"公 司"或"上市公司"）的内幕信息管理工作，做好内幕信息保密工作，维护企业 信息披露的公平原则，根据《中华人民共和国公司法》 （以下简称《公司法》） 《中 华人民共和国证券法》（以下简称《证券法》）《上海证券交易所股票上市规则》 《上市公司监管指引第 5 号——上市公司内幕信息知情人登记管理制度》等有关 法律、法规、规范性文件和《新疆塔里木农业综合开发股份有限公司章程》（以 下简称《公司章程》）有关规定，制定本制度。 第二条 公司董事会作为内幕信息管理机构，应保证内幕信息知情人档案真 实、准确和完整，董事长为主要责任人。董事会秘书负责办理上市公司内幕信息 知情人的登记入档和报送事宜。董事长与董事会秘书应当对内幕信息知情人档案 的真实、准确和完整签署书面确认意见。董事会办公室是公司信息披露管理、内 幕信息登记管理的日常办事机构。 第三条 未经董事会或董事会秘书同意，公司任何部门和个人不得向外界泄 露、报道、传送涉及公司内幕信息的内容。对外报道、传送的文件、录音（像） ...

Core Points - The document outlines the information disclosure system for Xinjiang Tarim Agricultural Comprehensive Development Co., Ltd, aiming to standardize disclosure practices and protect investors' rights [2][3] - The company is required to disclose significant information that may impact stock prices in a timely, accurate, and complete manner [4][5] - The document emphasizes the importance of fair disclosure to all investors without preferential treatment [3][4] Group 1: General Principles - Information disclosure must comply with relevant laws and regulations, including the Company Law and Securities Law [2] - The company must ensure that disclosed information is truthful, accurate, and complete, avoiding misleading statements or omissions [2][3] - The board of directors and senior management are responsible for the integrity of the disclosed information [3][4] Group 2: Disclosure Procedures - The company must disclose periodic reports, including annual, semi-annual, and quarterly reports, within specified timeframes [5][6] - If the company cannot meet the disclosure deadlines, it must announce the reasons and the expected timeline for disclosure [6][10] - The board of directors must approve all periodic reports before disclosure [7][8] Group 3: Content of Reports - Annual reports must include basic company information, major financial data, stock and bond issuance details, and significant events affecting the company [9][10] - Semi-annual and quarterly reports should also contain essential financial metrics and any significant changes in shareholder structure [17][18] - Companies must disclose risks that could significantly impact their core competitiveness and future development [19][20] Group 4: Temporary Reports - Temporary reports must be issued immediately for significant events that could affect stock prices, detailing the event's cause, current status, and potential impact [12][13] - The company must disclose any major changes in business operations, significant investments, or legal issues promptly [12][13] Group 5: Responsibilities and Accountability - The board of directors is responsible for overseeing the information disclosure process and ensuring compliance with regulations [44][45] - The company must maintain records of all disclosure-related documents for at least ten years [28][29] - Any violations of disclosure regulations may result in disciplinary actions against responsible individuals [29][30]

Core Points - The document outlines the governance structure and operational guidelines for the Xinjiang Tarim Agricultural Comprehensive Development Co., Ltd, emphasizing the importance of adhering to the principles of socialism with Chinese characteristics and enhancing corporate governance effectiveness [1][2][3] Group 1: Governance Structure - The management team consists of the General Manager, Deputy General Managers, and Chief Accountant, who are expected to uphold the party's leadership and ensure effective decision-making [1][2] - The management team is responsible for implementing the company's development strategies, analyzing macroeconomic conditions, and improving operational strategies [2][3] Group 2: Responsibilities and Decision-Making - The General Manager is accountable for daily operations and must report to the Board of Directors, ensuring that the company's strategic plans are executed effectively [3][4] - The management team must conduct meetings to discuss significant operational matters, ensuring that decisions are made democratically and transparently [6][7] Group 3: Compliance and Reporting - Management members are required to comply with various supervisory regulations and report on their work regularly, including annual, periodic, and timely reports on operational performance and risk management [10][11] - The management team must also engage in self-assessment and accountability processes, ensuring adherence to laws and internal regulations [12][13] Group 4: Professional Development - The management team is encouraged to enhance their professional capabilities through training and development, focusing on strategic decision-making and risk management [12][13] - Emphasis is placed on maintaining a strong institutional awareness and executing decisions in accordance with established governance protocols [12][13]

Core Points - The document outlines the rules for the board of directors of Xinjiang Tarim Agricultural Comprehensive Development Co., Ltd, aiming to standardize decision-making processes and enhance operational efficiency [2][18] - The board is responsible for major company decisions and must consult the company's party committee beforehand [3][5] - The board consists of seven directors, including a chairman and potentially a vice-chairman, with independent directors making up at least half of certain committees [6][3] Governance Structure - The board has four specialized committees: Strategy Committee, Audit Committee, Nomination Committee, and Compensation and Assessment Committee, with independent directors holding a majority in the latter three [3][6] - The board has the authority to make significant decisions regarding capital changes, mergers, acquisitions, and internal management [8][6] Meeting Procedures - The board must hold at least two meetings annually, with provisions for both regular and temporary meetings [12][13] - Meeting notifications must be sent out in advance, detailing the agenda and other relevant information [7][8] - A quorum requires the presence of more than half of the directors, and decisions are made based on majority votes [22][30] Voting and Decision-Making - Directors must express clear opinions on proposals, and voting can be conducted through various methods, including in-person and electronic means [10][28] - Proposals that do not pass cannot be reconsidered within one month unless significant changes occur [34] - Directors must recuse themselves from voting on matters where they have a conflict of interest [31][13] Documentation and Record-Keeping - Meeting records must include details such as attendance, proposals discussed, and voting results, and must be signed by attending directors [15][39] - The board secretary is responsible for maintaining all meeting documentation for a period of ten years [42][17]

General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors while adhering to relevant laws and regulations [2][4] - The company was established as a joint-stock company in accordance with the Company Law and other regulations, with its registration completed in 1999 [3][4] - The registered capital of the company is RMB 381,512,820 [3] Business Objectives and Scope - The company's business objective is to maximize shareholder and social interests through production and capital operations [14] - The business scope includes agricultural planting, livestock and fish farming, production and sale of agricultural and livestock products, manufacturing and repair of agricultural machinery, and import-export of various goods and technologies [15] Shares - The company's shares are issued in the form of stocks, with equal rights for each share of the same category [16][17] - The total number of shares issued by the company is 381,512,820, all of which are ordinary shares [21] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, request meetings, supervise company operations, and transfer their shares [34][35] - Shareholders must comply with laws and the company's articles of association, and they are liable for the company's debts only to the extent of their shareholdings [40][41] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting required to be held within six months after the end of the previous fiscal year [48] - Shareholder meetings can be conducted in person or via electronic means, and all shareholders have the right to attend and vote [20][65] Voting and Resolutions - Resolutions at shareholder meetings can be ordinary or special, with ordinary resolutions requiring a majority and special resolutions requiring a two-thirds majority of the votes cast [80][82] - Shareholders must disclose any conflicts of interest during voting on related party transactions [84]

Core Points - The document outlines the rules for the shareholders' meeting of Xinjiang Tarim Agricultural Comprehensive Development Co., Ltd, ensuring compliance with relevant laws and regulations [1][18] - The rules specify the procedures for convening, proposing, notifying, and conducting shareholders' meetings, emphasizing the rights of shareholders to participate and vote [1][3] Group 1: General Provisions - The rules are established to standardize the company's behavior and ensure shareholders can exercise their rights according to the Company Law and Securities Law [1] - The company must strictly follow legal and regulatory requirements when convening shareholders' meetings [1][2] - Shareholders' meetings are categorized into annual and temporary meetings, with specific timelines for their occurrence [1][5] Group 2: Convening Shareholders' Meetings - The board of directors is responsible for convening meetings within the stipulated time frame [3][4] - Independent directors can propose temporary meetings, and the board must respond within ten days [3][4] - Shareholders holding more than 10% of shares can request a temporary meeting, and the board must provide feedback within ten days [4][5] Group 3: Proposals and Notifications - Proposals must fall within the scope of the shareholders' meeting and comply with legal requirements [6][14] - Shareholders holding at least 1% of shares can submit proposals ten days before the meeting [6][14] - Notifications must include comprehensive details about the proposals and the rights of shareholders to attend and vote [6][19] Group 4: Conducting Shareholders' Meetings - Meetings should be held at the company's registered location and can utilize electronic means for participation [8][21] - All shareholders registered by the record date have the right to attend and vote [9][21] - The meeting must be presided over by the chairman or designated representatives, ensuring order and compliance with rules [10][28] Group 5: Voting and Resolutions - Voting must be conducted for each proposal, and results should be announced immediately [12][40] - Shareholders must declare their voting intentions clearly, and any conflicts of interest must be disclosed [11][12] - Resolutions passed at the meeting must be announced promptly, detailing the voting results and decisions made [40][41] Group 6: Supervision and Compliance - The document emphasizes the importance of compliance with laws and regulations, with penalties for non-compliance [48][49] - The board and management are responsible for executing resolutions and ensuring the company's normal operations [16][50] - Shareholders can challenge resolutions in court if they believe there has been a violation of procedures [16][50]

Core Points - The document outlines the regulations for the management and use of funds raised by Xinjiang Tarim Agricultural Comprehensive Development Co., Ltd, emphasizing compliance with relevant laws and internal controls [2][3][4] Group 1: Fund Management - The company must establish a robust internal control system for the management and use of raised funds, including approval authority and risk control measures [2][4][6] - Funds must be stored in a dedicated account approved by the board, and any changes in fund usage must be disclosed [4][5][6] - The company is required to report any misuse of funds by controlling shareholders or related parties and take corrective actions [3][6] Group 2: Fund Usage - The company must use raised funds strictly for the purposes outlined in the issuance documents and cannot change the usage without proper procedures [6][21] - Any significant changes in project feasibility or expected returns must be reported to the stock exchange [6][13] - Funds can only be used for main business activities that enhance competitiveness and innovation, prohibiting financial investments or loans to related parties [11][12] Group 3: Oversight and Reporting - The company must maintain detailed records of fund usage and conduct internal audits at least biannually [26][27] - Independent financial advisors must conduct regular checks on fund management and report any irregularities [28][18] - Annual reports must include verification from auditors regarding the management and usage of raised funds [28][18]

Core Viewpoint - The document outlines the investor relations management system of Xinjiang Tarim Agricultural Comprehensive Development Co., Ltd., emphasizing the importance of effective communication between the company and its investors to enhance corporate governance and maximize company value [1]. Group 1: Principles of Investor Relations Management - Compliance Principle: The company’s investor relations management must adhere to legal and regulatory requirements, industry norms, and internal rules [2]. - Equality Principle: The company treats all investors equally, especially facilitating participation for small and medium investors [2]. - Proactivity Principle: The company actively engages in investor relations activities, listens to investor feedback, and responds to their needs in a timely manner [2]. - Honesty Principle: The company emphasizes integrity and responsibility in its investor relations activities to foster a healthy market environment [2]. Group 2: Content and Methods of Investor Relations Management - Key Communication Topics: The company communicates on various topics including development strategy, legal disclosures, management information, environmental, social, and governance (ESG) information, and shareholder rights [3][4]. - Communication Channels: The company utilizes multiple channels for investor relations, including regular and interim reports, investor hotlines, and various forms of meetings [4][6]. - Investor Meetings: The company is required to hold investor briefings under specific circumstances, such as when cash dividends do not meet regulations or when significant events occur [5][6]. Group 3: Organization and Implementation of Investor Relations Management - Responsibility Structure: The chairman of the board is the primary responsible person for investor relations, with the board secretary coordinating activities [8]. - Major Responsibilities: The investor relations management includes drafting policies, organizing communication activities, handling investor inquiries, and ensuring the protection of shareholder rights [8][9]. - Training and Documentation: The company provides training for personnel involved in investor relations and maintains detailed records of investor relations activities for at least three years [9][10].

Core Viewpoint - The company has established a draft internal control system for external guarantees to protect investors' rights and ensure the safety of company assets while preventing risks [1]. Group 1: General Principles - The internal control system is based on relevant laws and regulations, including the Civil Code of the People's Republic of China and the Company Law [1]. - External guarantees refer to the company providing guarantees, mortgages, or pledges on behalf of others, including loans and letters of credit [1]. - The company and its subsidiaries are subject to this system, and any external guarantees must be approved by the board of directors or shareholders [1][2]. Group 2: Approval Authority - The highest decision-making body for external guarantees is the shareholders' meeting, while the board of directors exercises decision-making authority based on the company's articles of association [3]. - Guarantees for related parties must be disclosed after board approval and submitted for shareholder review [3][4]. Group 3: Risk Control Measures - The company can only provide guarantees to entities with independent legal status and strong debt repayment capabilities [2]. - The company must conduct thorough credit assessments of the guaranteed parties and ensure that the risks are manageable [2][5]. Group 4: Contractual Obligations - Written guarantee contracts must be established after approval, detailing the rights, obligations, and liabilities of all parties involved [6][7]. - The finance and legal departments are responsible for reviewing and managing guarantee contracts [7][8]. Group 5: Information Disclosure - The company’s board secretary is responsible for disclosing information related to external guarantees, adhering to regulations from the China Securities Regulatory Commission and the Shanghai Stock Exchange [9][10]. - Timely disclosure is required if the guaranteed party fails to meet repayment obligations or faces bankruptcy [10]. Group 6: Accountability - All directors must strictly review external guarantee matters according to the established system and relevant laws, bearing joint liability for any losses incurred from improper guarantees [11]. - The company will pursue accountability for any personnel who exceed their authority in signing guarantee contracts or fail to perform their duties [11].

Core Points - The company establishes an Audit Committee to enhance decision-making and ensure effective supervision of financial activities and governance structure [1][2] - The Audit Committee is responsible for overseeing internal and external audits, reviewing financial reports, and ensuring compliance with relevant laws and regulations [10][11] Group 1: Committee Structure - The Audit Committee consists of at least three directors who are not senior management, with a majority being independent directors, including at least one accounting professional [5][6] - The committee is chaired by an independent director who is an accounting professional, and the term of the committee aligns with that of the board [7][8] Group 2: Responsibilities and Authority - The Audit Committee is tasked with supervising and evaluating external and internal audit work, reviewing financial reports, and assessing internal controls [10][11] - The committee must approve significant financial disclosures and changes in accounting policies before submission to the board [11][12] Group 3: Meeting Procedures - The Audit Committee holds regular and special meetings, requiring a two-thirds majority of members to be present for decisions [16][21] - Meeting notifications must include essential details such as time, location, agenda, and contact information [19][20] Group 4: Voting and Documentation - Decisions are made through a named voting process, and the results must be documented and reported to the board [27][29] - Meeting records must be maintained for ten years and include details such as attendees, agenda, and voting outcomes [29][30]