新疆赛里木现代农业股份有限公司 XINJIANG SAILIMU MODERN AGRICULTURE CO.，LTD . 2025 年第二次临时股东大会资料 二〇二五年九月十六日 新疆赛里木现代农业股份有限公司 目 录 | 新疆赛里木现代农业股份有限公司 | 2025 年第二次临时股东大会会议议程 2 | | --- | --- | | 议案 | 1：公司关于取消监事会的议案 4 | | 议案 | 2：公司关于修订《公司章程》及部分内部治理制度的议案 5 | 1 新疆赛里木现代农业股份有限公司 新疆赛里木现代农业股份有限公司 2025 年第二次临时股东大会会议议程 一、股东大会召开时间： 1.现场会议时间：2025 年 9 月 16 日（星期二）上午 10:30 三、会议召集人：公司董事会 四、鉴证律师：新疆天阳律师事务所 五、会议议程： 1.宣布现场会议开始，介绍参加来宾及股东到会情况 2.宣读本次《2025 年第二次临时股东大会会议须知》 六、会议审议事项： 1.审议《公司关于取消监事会的议案》 2.审议《公司关于修订<公司章程>及部分内部治理制度的议案》 2.网络投票时间为：2025 年 9 月 16 ...

Group 1 - The company, Xinjiang Sailimu Modern Agriculture Co., Ltd., is holding its second extraordinary general meeting of shareholders in 2025 on September 16, 2025 [2][4] - The meeting will utilize a combination of on-site and online voting methods, with the online voting system provided by the Shanghai Stock Exchange [3][4] - The meeting will take place at 10:30 AM at the company's conference room located in the Xinjiang Shuanghe Economic Development Zone [2][4] Group 2 - Shareholders can vote online during the trading hours of September 16, 2025, specifically from 9:15 AM to 9:25 AM, 9:30 AM to 11:30 AM, and 1:00 PM to 3:00 PM [3][5] - The company has specified that there are no related shareholders that need to abstain from voting on the proposed resolutions [4][6] - Shareholders must register to attend the meeting, providing necessary documentation such as identification and proof of shareholding [6][8]

新疆赛里木现代农业股份有限公司 证券代码：600540 证券简称：新赛股份 公告编号：2025-043 新疆赛里木现代农业股份有限公司 关于召开2025年第二次临时股东大会的提示性公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 股东大会召开日期：2025年9月16日 本次股东大会采用的网络投票系统：上海证券交易所股东大会网络投票 系统。新疆赛里木现代农业股份有限公司（以下简称"公司"）已于2025年8月 29日在《上海证券报》、《证券时报》及上海证券交易所网站（http://www.sse.com.cn） 上刊登了《公司关于召开2025年第二次临时股东大会的通知》，现将召开临时股 东大会的提示公告如下： 一、 召开会议的基本情况 (一) 股东大会类型和届次 2025年第二次临时股东大会 (二) 股东大会召集人：董事会 (三) 投票方式：本次股东大会所采用的表决方式是现场投票和网络投票相 结合的方式 (四) 现场会议召开的日期、时间和地点 召开的日期时间：2025 年 9 月 16 日 10 点 30 分 ...

Core Viewpoint - Xinjiang Xinsai Shuanglu Mining Co., Ltd., a subsidiary of Xinsai Co., has applied for bankruptcy liquidation due to loss of mining value and inability to repay debts, with the court accepting the application [2] Group 1 - The company announced on September 4 that its subsidiary, Xinjiang Xinsai Shuanglu Mining Co., Ltd., has lost its mining value and has been shut down [2] - The company filed for bankruptcy liquidation in 2019, and the court has accepted this application [2] - The court has issued a civil ruling confirming the bankruptcy of Xinjiang Xinsai Shuanglu Mining Co., Ltd. [2]

Core Viewpoint - The announcement details the bankruptcy liquidation progress of Xinjiang Xinsai Shuanglu Mining Co., Ltd., a subsidiary of Xinjiang Sairim Modern Agriculture Co., Ltd., which has been unable to repay its debts and has lost its mining value [2][3]. Group 1: Bankruptcy Liquidation Details - Xinjiang Xinsai Shuanglu Mining Co., Ltd. applied for bankruptcy liquidation in 2019 due to its inability to repay due debts and lack of repayment capability [2]. - The bankruptcy application was accepted by the Intermediate People's Court of the Fifth Division of Xinjiang Production and Construction Corps, and a civil ruling was issued in 2020 confirming the bankruptcy [2]. - Recently, the court issued a new civil ruling indicating that the bankruptcy case has been substantially processed, and the application to terminate the bankruptcy proceedings has been approved [2]. Group 2: Impact on the Company - The bankruptcy liquidation of Xinjiang Xinsai Shuanglu Mining Co., Ltd. will not affect the current production and operation of Xinjiang Sairim Modern Agriculture Co., Ltd. [3]. - There will be no significant impact on the profit of the consolidated financial statements for the current period [3]. - The company will continue to monitor the bankruptcy liquidation process and fulfill its information disclosure obligations as required [3].

新疆赛里木现代农业股份有限公司 证券代码：600540 证券简称：新赛股份 公告编号：2025-042 新疆赛里木现代农业股份有限公司 关于控股子公司破产清算的进展公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈 述或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 1、终结新疆新赛双陆矿业有限公司破产程序； 2、准许新疆新赛双陆矿业有限公司管理人在破产程序终结后继续执行职务 至本院通知停止执行职务之日止。 三、对公司的影响 新赛双陆矿业的破产清算不会影响公司现有业务的生产经营，对当期合并会 一、新赛双陆矿业破产清算基本情况 新疆赛里木现代农业股份有限公司（以下简称"公司"）所属控股子公司新 疆新赛双陆矿业有限公司（以下简称"新赛双陆矿业"），因失去开采价值并关 停，不能清偿到期债务，且明显缺乏清偿能力，于2019年向新疆生产建设兵团第 五师中级人民法院申请破产清算，人民法院已受理破产清算申请。公司于2020 年收到新疆生产建设兵团第五师中级人民法院（2019）兵05民破1-2号《民事裁 定书》。法院裁定新疆新赛双陆矿业有限公司破产。 上述相关事项可详见公司于2019年8月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 reported a total revenue of 2.633 billion yuan for the first half of 2025, a year-on-year increase of 437.02% [1] - The net profit attributable to shareholders was 6.5172 million yuan, a decrease of 12.24% compared to the previous year [1] - In Q2 2025, the total revenue reached 1.418 billion yuan, up 625.57% year-on-year, while the net profit was -11.6735 million yuan, down 482.64% [1] Profitability Metrics - The gross margin improved to 2.09%, an increase of 89.11% year-on-year, while the net margin fell to 0.11%, a decrease of 89.86% [1] - The total of selling, administrative, and financial expenses was 74.4466 million yuan, accounting for 2.83% of revenue, a decrease of 70.96% year-on-year [1] - Earnings per share remained at 0.01 yuan, reflecting a decrease of 12.5% year-on-year [1] Cash Flow and Debt Analysis - The company reported operating cash flow per share of 3.06 yuan, a significant increase of 426.61% year-on-year [1] - Cash assets are considered healthy, with cash and cash equivalents amounting to 1.653 billion yuan, a year-on-year increase of 178.44% [1] - The company has a high level of interest-bearing debt, which increased by 70.10% to 2.257 billion yuan [1] Historical Performance and Investment Return - The company's historical return on invested capital (ROIC) has been poor, with a median of -2.29% over the past decade, and a worst year in 2016 showing -37.58% [3] - The company has reported losses in 7 out of 21 annual reports since its listing, indicating a generally weak financial performance [3]

Core Viewpoint - The document outlines the independent director system of Xinjiang Sailimu Modern Agriculture Co., Ltd, emphasizing the importance of independent directors in corporate governance and their responsibilities to protect the interests of all shareholders, particularly minority shareholders [2][3]. Summary by Sections General Principles - The independent director system is established to regulate the company's behavior and enhance the role of independent directors in corporate governance [2]. - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their independent judgment [2][3]. Responsibilities and Duties - Independent directors owe a duty of loyalty and diligence to the company and all shareholders, participating in decision-making, supervision, and providing professional advice [3]. - The proportion of independent directors on the board must not be less than one-third, including at least one accounting professional [3]. Qualifications and Independence - Independent directors must maintain independence and cannot be individuals with certain relationships or interests in the company [5]. - Candidates for independent directors must have relevant experience and knowledge, including at least five years in legal, accounting, or economic fields [6][7]. Nomination and Election Procedures - The board of directors or shareholders holding more than 1% of shares can propose independent director candidates, who are then elected by the shareholders' meeting [11]. - The nomination process requires the consent of the proposed candidates and a thorough review of their qualifications [12][13]. Rights and Powers - Independent directors have the right to independently hire intermediaries for audits or consultations and can propose the convening of shareholder meetings [20][21]. - They must ensure that they have sufficient time and resources to fulfill their responsibilities effectively [6][19]. Reporting and Communication - Independent directors are required to submit annual reports detailing their activities and interactions with shareholders [17]. - The company must provide necessary support and resources for independent directors to perform their duties [37][38]. Compliance and Record Keeping - Independent directors must keep detailed records of their activities and ensure compliance with relevant laws and regulations [16][19]. - The company is responsible for maintaining transparency and providing timely information to independent directors [39][40].

Core Viewpoint - The article outlines the investor relations management system of Xinjiang Sailimu Modern Agriculture Co., Ltd., emphasizing the importance of effective communication between the company and its investors to enhance understanding and recognition, thereby improving corporate governance and overall value [2][3]. Group 1: Principles of Investor Relations Management - The basic principles of investor relations management include compliance, equality, proactivity, and honesty [3][4]. - The company must treat all investors equally, especially small and medium-sized investors, and create opportunities for their participation [3]. - The company should proactively engage with investors, listen to their opinions, and respond to their requests in a timely manner [3][4]. Group 2: Communication Channels and Content - The company is required to communicate with investors through multiple channels, including its official website, Shanghai Stock Exchange website, and various media platforms [4][6]. - Key communication topics include the company's development strategy, legal information disclosure, operational management information, environmental, social, and governance information, and shareholder rights [6][7]. Group 3: Investor Engagement Activities - The company should organize various investor engagement activities such as shareholder meetings, investor briefings, roadshows, and analyst meetings to facilitate communication [7][8]. - The company must ensure that investor meetings are accessible, especially for small shareholders, and provide necessary time for questions and discussions [8][9]. Group 4: Responsibilities and Organization - The board chairman is designated as the person responsible for investor relations management, while the board secretary oversees the related affairs [10][11]. - The company must maintain a clear distinction between promotional materials and media reports, ensuring that media coverage remains objective and independent [12][13]. Group 5: Compliance and Training - Employees involved in investor relations management must possess good character, professional knowledge, and effective communication skills [13][14]. - The company is encouraged to provide systematic training for its controlling shareholders, directors, and senior management regarding investor relations management [13][14].