| 证券代码：600075 | 股票简称：新疆天业 | 公告编号：临 2025-077 | | --- | --- | --- | | 债券代码：110087 | 债券简称：天业转债 | | 新疆天业股份有限公司 关于使用闲置募集资金进行现金管理的进展公告 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。 重要内容提示： ●现金管理受托方：申万宏源证券有限公司 ●本次现金管理金额：7,000万元 ●现金管理产品名称：申万宏源证券收益凭证 ●现金管理期限：39天 ●履行的审议程序：本事项已经公司九届十二次董事会、九届九次监事会审议通 过。 新疆天业股份有限公司（以下简称"公司"）于 2025 年 6 月 27 日召开九届十二 次董事会、九届九次监事会，审议通过了《关于使用闲置募集资金进行现金管理的议 案》，董事会同意公司在符合国家法律法规、不影响募集资金投资项目建设实施及募 集资金安全的前提下，使用不超过 20,000 万元暂时闲置的公开发行可转换公司债券募 集资金进行现金管理，购买低风险、期限不超过 12 个月的理财产品（包括但 ...

Core Points - The document outlines the rules for the board of directors of Xinjiang Tianye Co., Ltd, aiming to standardize decision-making processes and enhance governance [2][4] - The board consists of 9 directors, including 1 employee director and 3 independent directors, with a term of 3 years [4][5] - Regular and temporary meetings are defined, with specific procedures for convening and conducting these meetings [5][6][10] Group 1 - The board is responsible for making decisions that protect the interests of shareholders and the company, adhering to relevant laws and regulations [2][4] - Directors must attend meetings in person or delegate their voting rights through a written proxy, with specific rules governing such delegations [8][9] - The board must have a quorum of more than half of its members present to conduct meetings, and decisions require majority approval [14][22] Group 2 - The board has established specialized committees, including an audit committee and a strategic committee, to oversee specific areas of governance [19][20] - Each committee is required to have a majority of independent directors and must report their findings and recommendations to the board [20][21] - The rules stipulate that all meetings must be documented accurately, with records maintained for at least ten years [30][37]

Core Points - The document outlines the rules for the shareholders' meeting of Xinjiang Tianye Co., Ltd, ensuring compliance with relevant laws and regulations [1][2][3] - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year and can hold temporary meetings as needed [2][3] - Legal opinions must be obtained for the validity of the meeting's procedures, participant qualifications, and voting results [2][3][6] Group 1: Meeting Organization - The board of directors is responsible for convening the shareholders' meeting within the stipulated timeframe [3][4] - Independent directors and the audit committee have the right to propose temporary meetings, with specific timelines for responses from the board [3][4][5] - Shareholders holding more than 10% of shares can request a temporary meeting, and the board must respond within ten days [4][5] Group 2: Proposals and Notifications - Proposals must fall within the scope of the shareholders' meeting's authority and be clearly defined [14][15] - Shareholders holding more than 1% of shares can submit temporary proposals ten days before the meeting [15][16] - Notifications for annual meetings must be sent at least 20 days in advance, while temporary meetings require a 15-day notice [16][17] Group 3: Meeting Procedures - The meeting must be held in person, with provisions for online voting and other methods to facilitate participation [21][22] - All shareholders registered by the record date have the right to attend the meeting, and each share carries one vote [24][25] - The chairman of the board presides over the meeting, with specific procedures for handling disruptions [28][29] Group 4: Voting and Resolutions - Voting must be conducted for each proposal, and results must be announced immediately [39][40] - Resolutions must be disclosed promptly, including details of attendance and voting results [40][41] - Shareholders can challenge resolutions within 60 days if they believe there were procedural violations [16][17] Group 5: Regulatory Compliance - The document emphasizes the importance of compliance with laws and regulations, with penalties for non-compliance [48][49] - The board and relevant personnel must ensure the proper execution of resolutions and maintain transparency in disclosures [50][51]

Core Points - The articles outline the regulations and governance structure of Xinjiang Tianye Co., Ltd, emphasizing the protection of the rights of shareholders, employees, and creditors [1][2][3] - The company was established in accordance with the Company Law of the People's Republic of China and has a registered capital of RMB 1,707,362,663 [2][4] - The company underwent a share reform in 2006, resulting in all shares being ordinary shares [2][4] Chapter 1: General Provisions - The company aims to maintain the legal rights of stakeholders and regulate its organizational behavior [1] - The company was approved by the Xinjiang Production and Construction Corps and registered with the local administration [2] - The legal representative of the company is the chairman, who is responsible for civil activities conducted in the company's name [3] Chapter 2: Business Objectives and Scope - The company's mission is to prioritize reputation and quality, focusing on technological advancement and customer service [5] - The business scope includes the production and sale of chemical products, plastic products, and various other services [5] Chapter 3: Shares - The company issues shares in the form of stocks, ensuring equal rights for all shareholders [18] - The total number of shares issued is 1,707,362,663, all of which are ordinary shares [21] - The company can increase capital through various methods, including issuing shares to unspecified objects or existing shareholders [24][9] Chapter 4: Shareholders and Shareholder Meetings - Shareholders have rights to dividends, voting, and supervision of company operations [36] - The company must hold an annual general meeting within six months after the end of the fiscal year [50] - Shareholder proposals must be submitted in writing and can be made by shareholders holding at least 1% of the shares [61][34] Chapter 5: Shareholder Meeting Procedures - The company must ensure that shareholder meetings are conducted in an orderly manner, with provisions for remote participation [66][72] - The meeting records must include details such as the time, location, and decisions made during the meeting [79]

Group 1 - The company held its fourth temporary board meeting on September 1, 2025, with all nine directors present, to discuss the downward adjustment of the conversion price of "Tianye Convertible Bonds" [2][3] - The board decided to lower the conversion price from 6.78 CNY per share to 5.60 CNY per share, effective from September 3, 2025, due to the stock price being below 85% of the conversion price for at least 15 out of the last 30 trading days [3][4] - The adjustment aims to optimize the company's capital structure and enhance its long-term competitiveness [2][3] Group 2 - The company plans to construct a 220kV substation project in the Shihezi Tenhu Tan Industrial Park to meet the increasing electricity demand and improve power supply reliability [5][6] - The total dynamic investment for the project is estimated at 212.44 million CNY, funded by the company's own and self-raised funds [5] - The project is expected to enhance the integration of power generation, grid, load, and storage resources, thereby reducing electricity costs and improving economic efficiency [5][6]

Group 1 - The company Xinjiang Tianye announced the convening of its second extraordinary general meeting of shareholders for 2025 on September 1, 2025 [2] - The meeting approved several proposals, including the proposal to lower the conversion price of "Tianye Convertible Bonds" [2]

证券日报网讯 9月1日晚间，新疆天业发布公告称，公司于2025年9月1日召开2025年第二次临时股东大 会，审议通过《关于提请公司股东大会审议撤销公司监事会并废止的议案》。根据股东会决议，公司将 不再设置监事会，由董事会审计委员会行使监事会相关法定职权。《新疆天业股份有限公司监事会工作 细则》同时废止。 （编辑 任世碧） ...

Group 1 - The company Xinjiang Tianye announced on the evening of September 1 that its fourth temporary board meeting for 2025 approved the proposal to lower the conversion price of "Tianye Convertible Bonds" [2]

截至发稿，新疆天业市值为77亿元。 每经AI快讯，新疆天业（SH 600075，收盘价：4.53元）9月1日晚间发布公告称，公司2025年第四次董 事会临时会议于2025年9月1日在公司九楼会议室以现场加网络视频方式召开。会议审议了《关于全资子 公司天伟化工有限公司投资建设天业十户滩220kV输变电工程项目的议案》等文件。 每经头条（nbdtoutiao）——个人消费贷贴息明日开闸！贷30万元最多可享贴息3000元，一文读懂→ 2024年1至12月份，新疆天业的营业收入构成为：工业占比93.96%，商业占比3.34%，其他业务占比 1.78%，运输业占比0.92%。 （记者 曾健辉） ...

Meeting Overview - The meeting was chaired by Chairman Zhang Qiang, and the convening and voting methods complied with the Company Law and relevant regulations [1] - The meeting took place on September 1, 2025, at the company's office in Shihezi City, Xinjiang [2] Voting Results - All proposed resolutions were passed with significant majority votes, including: - 98.5905% approval for the first resolution with 838,496,356 votes in favor [1] - 99.3128% approval for the second resolution with 844,639,567 votes in favor [1] - 99.3094% approval for the third resolution with 844,610,067 votes in favor [1] - 99.3066% approval for the fourth resolution with 844,586,167 votes in favor [1] - The voting results indicate strong shareholder support for the resolutions presented [3] Resolutions Passed - The company agreed to abolish the supervisory board and its rules, transferring the supervisory powers to the audit committee of the board [1] - The resolutions included significant matters such as changes to the company's capital and operational scope, as well as new commitments from controlling shareholders [3][4] Legal Compliance - The lawyers present confirmed that the meeting's procedures, qualifications of the convenor and attendees, voting methods, and results were in compliance with the Company Law, Securities Law, and other relevant regulations [4][5]