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].

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]

Core Viewpoint - The legal opinion letter confirms the legality of the convening, holding procedures, qualifications of the convenor and attendees, voting procedures, and results of the third extraordinary general meeting of Xinjiang Tarim Agricultural Comprehensive Development Co., Ltd. in 2025 [2][3][8] Group 1: Meeting Procedures - The meeting was convened by the company's 8th Board of Directors and publicly announced on August 12, 2025, through various media [3][4] - The meeting was held on August 27, 2025, using a combination of on-site and online voting methods [4][5] Group 2: Attendee Qualifications - The convenor of the meeting was the company's Board of Directors, meeting the legal and regulatory requirements [5] - A total of 182 shareholders (or their agents) attended the meeting, representing 155,386,776 shares, which is 40.7291% of the total voting shares [5] Group 3: Voting Procedures and Results - The meeting passed several resolutions, including the cancellation of the supervisory board, amendments to the company’s articles of association, and changes to the accounting firm [6][8] - Specific voting results included: - Cancellation of the supervisory board: 154,652,076 votes in favor (99.6236%) [6] - Amendments to the articles of association: 154,819,476 votes in favor (99.6621%) [6] - Change of accounting firm: 154,788,276 votes in favor (99.6550%) [6] - Additional financial support for subsidiaries: 154,764,976 votes in favor (99.6426%) [6] - The election of the 9th Board of Directors and independent directors was conducted through cumulative voting, with specific individuals elected [8]

Meeting Overview - The company, Xinjiang Tarim Agricultural Comprehensive Development Co., Ltd., is convening the third extraordinary general meeting of shareholders for 2025 on August 27, 2025 [1][4]. - The meeting will be held at the company's conference room located at 12th Floor, Leading Commercial Building, Military Reclamation Avenue East 75, Aral City, Xinjiang [1][4]. Voting Procedures - Voting will be conducted through a combination of on-site and online methods, utilizing the Shanghai Stock Exchange's shareholder meeting voting system [1][3]. - Online voting will be available from 9:15 AM to 3:00 PM on the day of the meeting, with specific trading time slots for the voting platform [1][3]. - Shareholders holding multiple accounts can vote through any of their accounts, but the first voting result will be considered valid if there are duplicate votes [4][6]. Shareholder Participation - Shareholders registered by the close of trading on August 22, 2025, are eligible to attend the meeting [5]. - Registration for attendance must be completed by August 26, 2025, and can be done in person or via mail/fax for remote shareholders [5][6]. - The company will not cover travel and accommodation expenses for attendees [6]. Agenda and Proposals - The meeting will review and vote on various proposals, including non-cumulative and cumulative voting items [2][3]. - Specific proposals have been approved by the company's board and supervisory committee prior to the meeting [2][3]. Contact Information - For inquiries, shareholders can contact the company representatives at the provided phone numbers [6].

Core Viewpoint - The document outlines the management system for related party transactions of Xinjiang Tarim Agricultural Comprehensive Development Co., Ltd, emphasizing the legality, necessity, reasonableness, and fairness of such transactions to maintain the company's independence [1]. Group 1: Definition and Scope of Related Party Transactions - Related party transactions include the transfer of resources or obligations between the company and its related parties, which consist of related legal entities and individuals [2][3]. - Related parties include legal entities controlled by the same state asset management agency, provided that certain conditions are met [2]. Group 2: Principles and Approval Process - Related party transactions must adhere to principles of honesty, fairness, and avoidance of conflicts of interest during voting [4]. - Transactions exceeding 300,000 yuan with related individuals or 3 million yuan with related entities require approval from independent directors and must be disclosed [4][5]. Group 3: Disclosure and Reporting Requirements - Transactions over 30 million yuan and constituting more than 5% of the company's latest audited net assets must be approved by the board and submitted to the shareholders' meeting for review [4]. - The company must maintain a list of related parties and update it quarterly, ensuring all relevant departments are informed [3][4]. Group 4: Financial Assistance and Guarantees - The company is prohibited from providing financial assistance to related parties, except under specific conditions involving non-controlling related companies [6]. - Guarantees provided to related parties require approval from a majority of non-related directors and must be disclosed to shareholders [6][7]. Group 5: Framework Agreements and Routine Transactions - The company can enter into framework agreements for routine related party transactions, which must be reviewed and disclosed annually [9][12]. - If the framework agreement's terms change significantly, it must be resubmitted for approval [9]. Group 6: Internal Auditing and Compliance - The board's audit committee is responsible for overseeing internal audits of related party transactions at least biannually [12]. - Each subsidiary must report related party transaction details quarterly, including transaction dates, types, and amounts [13].

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]

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]