Core Viewpoint - The global tomato processing industry is experiencing growth, particularly driven by increased production in China, but faces challenges such as high market inventory and potential declines in future production due to reduced planting enthusiasm among farmers [1][5][14]. Group 1: Industry Overview - The tomato processing industry is a crucial segment of the tomato supply chain, encompassing breeding, planting, initial processing, deep processing, and end-use by restaurants and food manufacturers [2][4]. - Global processed tomato production remained stable between 34 million to 40 million tons from 2018 to 2022, with a rise to 44.38 million tons in 2023 and an expected increase to 45.84 million tons in 2024, primarily due to significant production growth in China [5][6]. Group 2: Production Insights - China is the largest producer of processed tomatoes, with production increasing from 3.8 million tons in 2018 to 10.45 million tons in 2024, contributing 22.8% to global output [1][14]. - The main production areas in China are Xinjiang, Inner Mongolia, and Gansu, with Xinjiang alone accounting for 82.5% of the national production in 2024 [16][18]. Group 3: Consumption Trends - The global trend towards healthy eating and advancements in food technology are creating unprecedented opportunities for the tomato processing industry, with sales of tomato products expected to exceed 44 million tons in 2024, marking a 2.3% increase [8]. - Tomato sauce remains a leading product, with sales projected to reach 4.178 million tons in 2024, reflecting a 3.0% year-on-year growth [10][12]. Group 4: Export Dynamics - Approximately 80% of China's processed tomato production is directed towards exports, making the industry sensitive to exchange rate fluctuations and global trade policies [20]. - In 2024, external factors led to a slowdown in export activities, with significant declines in orders from overseas clients [20].

Core Viewpoint - Xinjiang Tianye Co., Ltd. has been approved to publicly issue convertible bonds totaling up to RMB 3 billion, with significant terms and conditions outlined for investors [3][15]. Summary by Sections Approval Status - The issuance of convertible bonds has been approved by the China Securities Regulatory Commission, allowing Xinjiang Tianye to issue up to RMB 3 billion [3]. Key Terms of the Convertible Bonds - The total amount of the convertible bonds to be issued is RMB 3 billion, consisting of 30 million bonds with a face value of RMB 100 each [3]. - The bonds will have a maturity period of 6 years, from June 23, 2022, to June 22, 2028 [3]. - The interest rates for the bonds are structured as follows: 0.20% for the first year, 0.40% for the second year, 0.60% for the third year, 1.50% for the fourth year, 1.80% for the fifth year, and 2.00% for the sixth year [3][4]. Interest Payment and Conversion - Interest will be paid annually, with the first payment occurring one year after the issuance date [4]. - The initial conversion price for the bonds is set at RMB 6.90 per share, subject to adjustments based on specific corporate actions [5][6]. Price Adjustment Mechanism - The conversion price can be adjusted downward under certain conditions, such as stock dividends or capital increases, ensuring the protection of bondholders' interests [7][8]. - The company has the authority to propose adjustments to the conversion price if the stock price falls below 85% of the current conversion price for a specified period [8][9]. Redemption and Buyback Provisions - The bonds can be redeemed at 108% of the face value within five trading days after maturity if not converted [10]. - Conditional redemption can occur if the stock price exceeds 130% of the conversion price for a specified period or if the remaining balance of the bonds is less than RMB 30 million [10]. Additional Buyback Rights - Bondholders have the right to sell back their bonds at face value plus accrued interest if there are significant changes in the use of raised funds [11]. - In the last two interest years, if the stock price falls below 70% of the conversion price, bondholders can sell back their bonds under specified conditions [11][12]. Corporate Governance and Bondholder Meetings - The company must convene bondholder meetings under certain circumstances, such as changes to the bond issuance terms or failure to pay interest [13]. - Proposals for meetings can be initiated by the board or by bondholders holding a significant portion of the bonds [13]. Credit Rating - The bonds have been rated AA+ by China Chengxin International Credit Rating Co., Ltd., indicating a stable outlook for the issuer [13].

申万宏源证券承销保荐有限责任公司 关于 新疆天业股份有限公司 公开发行可转换公司债券 2025 年第二次临时受托管理事务报告 债券受托管理人 （住所：新疆乌鲁木齐市高新区（新市区）北京南路 358 号大成国际大厦 20 楼 2004 室） 2025 年 9 月 重要声明 本报告依据《可转换公司债券管理办法》《新疆天业股份有限公司公开发行 可转换公司债券受托管理协议》（以下简称"《受托管理协议》"）《新疆天业 股份有限公司公开发行可转换公司债券募集说明书》（以下简称"《募集说明书》"） 等，由本次可转债受托管理人申万宏源证券承销保荐有限责任公司（以下简称"申 万宏源承销保荐"、"受托管理人"）编制。申万宏源承销保荐对本报告中所包 含的从上述文件中引述内容和信息未进行独立验证，也不就该等引述内容和信息 的真实性、准确性和完整性做出任何保证或承担任何责任。 本报告不构成对投资者进行或不进行某项行为的推荐意见，投资者应对相关 事宜做出独立判断，而不应将本报告中的任何内容据以作为申万宏源承销保荐所 作的承诺或声明。在任何情况下，投资者依据本报告所进行的任何作为或不作为， 申万宏源承销保荐不承担任何责任。 1 申万宏源承 ...

Core Viewpoint - The announcement details a change in the equity stake of the controlling shareholder, Xinjiang Tianye (Group) Co., Ltd., which has increased its shareholding in Xinjiang Tianye Co., Ltd. from 42.15% to 43.02% through a planned share buyback [1][2][3] Group 1: Shareholding Changes - The controlling shareholder, Xinjiang Tianye (Group) Co., Ltd., and its concerted action party, Tianyu Rongziben Operation Co., Ltd., increased their total shareholding from 71,966.1456 million shares (42.15%) to 73,453.9336 million shares (43.02%) [1][2] - The increase in shareholding was achieved through a centralized bidding method, with a total of 1,487.7880 million shares acquired, representing 0.87% of the company's total share capital [1][2] - The increase in shareholding does not trigger mandatory tender offer obligations and complies with previous commitments made by the controlling shareholder [1][3] Group 2: Compliance and Future Plans - The equity change adheres to the relevant laws and regulations, including the Securities Law of the People's Republic of China and the Management Measures for the Acquisition of Listed Companies [3] - The controlling shareholder's actions will not lead to a change in the actual controller of the company [3] - The share buyback plan is still ongoing, and the controlling shareholder will continue to acquire shares as per the announced plan [3]

Group 1 - The core point of the article is that Xinjiang Tianye (600075.SH) announced a shareholding increase by its parent company, Xinjiang Tianye Group, which raised its ownership percentage in the company from 42.15% to 43.02% [1] - Xinjiang Tianye Group acquired a total of 14,877,880 shares through centralized bidding from April 16, 2025, to September 3, 2025, representing 0.87% of the company's total share capital [1] - This change in equity ownership triggered a 1% threshold, indicating a significant shift in control dynamics within the company [1]

| 证券代码：600075 | 证券简称：新疆天业 | 公告编号：2025-078 | | --- | --- | --- | | 债券代码：110087 | 债券简称：天业转债 | | 本公司董事会及全体董事保证公告内容与信息披露义务人提供的信息一致。 重要内容提示： | 权益变动方向 | 比例增加√ | 比例减少□ | | --- | --- | --- | | 权益变动前合计比例 | 42.15% | | | 权益变动后合计比例 | 43.02% | | | 本次变动是否违反已作出的承诺、意向、计划 | 是□ 否√ | | | 是否触发强制要约收购义务 | 是□ 否√ | | 一、信息披露义务人及其一致行动人的基本信息 1.身份类别 | | √控股股东/实际控制人及其一致行动人 | | --- | --- | | | □其他 5%以上大股东及其一致行动人 | | 投资者及其一致行动人的身份 | □合并口径第一大股东及其一致行动人（仅适用于无 | | | 控股股东、实际控制人） | | | □其他______________（请注明） | 新疆天业股份有限公司 关于持股 5%以上股东权益变动触及 1%刻度 ...

Core Viewpoint - The company Xinjiang Tianye announced that its controlling shareholder, Xinjiang Tianye (Group) Co., Ltd., along with its concerted party Tianyu Rongziben Operation Co., Ltd., has increased its shareholding in the company by 14.8779 million shares, representing 0.87% of the total share capital, from April 16, 2025, to September 3, 2025, raising the holding percentage from 42.15% to 43.02% [1] Summary by Relevant Sections - Shareholding Increase - The controlling shareholder and its concerted party have cumulatively increased their shareholding by 14.8779 million shares [1] - This increase represents 0.87% of the company's current total share capital [1] - The shareholding percentage has risen from 42.15% to 43.02%, reaching a 1% threshold [1] - Funding Sources - The funds for the share purchase are sourced from both self-owned funds and bank loans [1] - Future Plans - The share purchase plan has not been fully implemented, and the controlling shareholder intends to continue increasing its shareholding in the company as planned [1]

| 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]