第二章 委员会人员组成 第三条 董事会审计委员会成员由三名董事组成，成员应当为不在公司担任高 级管理人员的董事，其中独立董事应当过半数，并由独立董事中会计专业人士担 任召集人。董事会成员中的职工代表可以成为审计委员会成员。 第四条 董事会审计委员会委员由董事长、二分之一以上独立董事或者全体董 事的三分之一提名，并由董事会选举产生。审计委员会成员应当勤勉尽责，切实 有效地监督、评估公司内外部审计工作，促进公司建立有效的内部控制。 第五条 董事会审计委员会成员应当具备履行审计委员会工作职责的专业知识 和经验。 第六条 董事会审计委员会设主任委员（召集人）一名，由独立董事委员（会 计专业人士）担任，负责主持委员会工作；主任委员在委员内选举，并报请董事 会批准产生。 天创时尚股份有限公司 董事会审计委员会工作条例 第一章 总则 第一条 为强化董事会决策功能，做到事前审计、专业审计，确保董事会对经 理层的有效监督，完善公司治理结构，根据《中华人民共和国公司法》《上市公司 治理准则》《天创时尚股份有限公司章程》（以下简称"《公司章程》"）、《上海证券 交易所上市公司自律监管指引第 1 号——规范运作》《上市公司独立董事管 ...

天创时尚股份有限公司 独立董事专门会议制度 第一条 为进一步完善天创时尚股份有限公司（以下简称"公司"）的法人 治理结构，规范独立董事专门会议的议事方式和决策程序，促进并保障独立董事 有效地履行职责，根据《中华人民共和国公司法》《上市公司治理准则》《上市 公司独立董事管理办法》《上海证券交易所股票上市规则》《上海证券交易所上 市公司自律监管指引第 1 号—规范运作》等有关法律、行政法规、规章、规范性 文件及《天创时尚股份有限公司章程》（以下简称"《公司章程》"）的规定，结 合公司实际，制定本制度。 第二条 独立董事专门会议是指全部由公司独立董事参加的会议。 独立董事是指不在公司担任除董事外的其他职务，并与公司及其主要股东、 实际控制人不存在直接或者间接利害关系，或者其他可能影响其进行独立客观判 断关系的董事。 第三条 独立董事对公司及全体股东负有忠实与勤勉义务，应当按照法律、 行政法规、中国证券监督管理委员会（以下简称"中国证监会"）规定、证券交 易所业务规则和《公司章程》的规定，认真履行职责，在董事会、董事会专门委 员会及独立董事专门会议中发挥参与决策、监督制衡、专业咨询作用，维护公司 整体利益，保护中小股 ...

Core Viewpoint - The Ministry of Industry and Information Technology (MIIT) has issued guidelines to optimize business access and promote the development of the satellite communication industry, encouraging telecom operators to collaborate with satellite companies to enhance satellite applications and services [1][2]. Group 1: Policy and Market Dynamics - The guidelines aim to develop over 10 million satellite communication users by 2030, integrating satellite communication into the new development framework [2]. - The issuance of satellite internet licenses is seen as a significant step towards commercial operations in the satellite internet sector, with expectations for accelerated license distribution [2][4]. - The capital market has reacted positively, with stocks related to satellite communication experiencing significant gains following the announcement of supportive policies [3]. Group 2: Industry Players and Developments - Two major satellite internet constellations are being developed: the "GW Constellation" led by China Satellite Network Group and the "Qianfan Constellation" operated by Yuanxin Satellite, both aiming to deploy over 10,000 low-orbit satellites [5][6]. - China Telecom operates the "Tiantong-1" high-orbit satellite system, while China Mobile and China Unicom are preparing to enter the satellite communication market with the expected issuance of satellite internet licenses [6]. Group 3: Technological and Operational Aspects - The issuance of satellite internet licenses is intended to facilitate large-scale satellite internet deployment and clarify operational boundaries and resource allocation [4][8]. - The satellite internet sector is expected to drive growth across the entire industry chain, with significant demand anticipated for satellite communication services [8]. - The development of low-orbit satellite constellations is contingent on advancements in rocket launch capabilities, with several private companies planning to enhance their launch services [11][12].

Market Overview - The apparel and home textile sector increased by 0.09% on August 25, with Zhongwang Fabric leading the gains [1] - The Shanghai Composite Index closed at 3883.56, up by 1.51%, while the Shenzhen Component Index closed at 12441.07, up by 2.26% [1] Top Performers - Zhongwang Fabric (605003) closed at 27.21, up by 9.98% with a trading volume of 85,600 shares and a transaction value of 226 million [1] - Hason Co., Ltd. (603958) closed at 18.06, up by 5.24% with a trading volume of 165,500 shares and a transaction value of 304 million [1] - ST Erya (600107) closed at 5.70, up by 4.97% with a trading volume of 155,900 shares and a transaction value of 88.39 million [1] Underperformers - Tianchuang Fashion (603608) closed at 7.75, down by 4.79% with a trading volume of 293,900 shares and a transaction value of 229 million [2] - Mercury Home Textiles (603365) closed at 17.77, down by 4.77% with a trading volume of 63,800 shares and a transaction value of 115 million [2] - Anner (002875) closed at 17.95, down by 2.66% with a trading volume of 102,100 shares and a transaction value of 185 million [2] Capital Flow - The apparel and home textile sector experienced a net outflow of 381 million from institutional investors, while retail investors saw a net inflow of 215 million [2] - The sector's overall capital flow indicates a mixed sentiment among different investor types [2] Individual Stock Capital Flow - Yagor (600177) had a net inflow of 77.34 million from institutional investors, but saw outflows from both retail and speculative investors [3] - Zhongwang Fabric (605003) experienced a net inflow of 29.04 million from institutional investors, with outflows from speculative and retail investors [3] - Other notable stocks like Luolai Life (002293) and Aica (603511) also showed varying net inflows and outflows among different investor categories [3]

Group 1 - The State Intellectual Property Office has granted a patent titled "Traffic Control Method and System Based on Passenger Flow Forecast Data" to Beijing Urban Construction Design & Development Group Co., Ltd. and Shenzhen Metro Construction Group Co., Ltd. The patent authorization announcement number is CN119005584B, with an application date of July 2024 [1] - Beijing Urban Construction Design & Development Group Co., Ltd. was established in 1990 and is located in Beijing. The company primarily engages in professional technical services and has a registered capital of 1.34867 billion RMB. It has invested in 47 companies and participated in 5,000 bidding projects, holding 83 trademark records and 976 patent records, along with 148 administrative licenses [1] - Shenzhen Metro Construction Group Co., Ltd. was founded in 2019 and is based in Shenzhen. The company focuses on civil engineering and construction, with a registered capital of 90 million RMB. It has participated in 549 bidding projects, holds 149 patent records, and possesses 3,328 administrative licenses [1]

Core Points - The company announced that during the buyback period from August 12 to August 18, 2025, there were no valid buyback applications for the "Tianchuang Convertible Bonds" [1][2] - The total buyback amount was 0 yuan, including accrued interest and tax, indicating no financial impact on the company's cash flow or asset status [2] Buyback Announcement - The company disclosed the buyback announcement on August 5, 2025, and issued several reminder announcements from August 6 to August 16, 2025 [1] - The buyback price was set at 100.27 yuan per bond, including accrued interest and tax [2] Impact of Buyback - The absence of buyback applications means the company does not need to process any payments to investors, thus maintaining its financial stability [2] - The unredeemed "Tianchuang Convertible Bonds" will continue to be traded on the Shanghai Stock Exchange [2]

Core Viewpoint - The company announced that there were no valid subscription applications for the "Tianchuang Convertible Bonds" during the buyback period, resulting in a total buyback amount of 0 yuan, which will not impact the company's financials or operations [3][4][7]. Summary by Sections Buyback Announcement - The buyback period for the "Tianchuang Convertible Bonds" was from August 12, 2025, to August 18, 2025 [2]. - The company disclosed the buyback announcement on August 5, 2025, and issued several reminder announcements during the buyback period [2]. Buyback Results - The buyback price was set at 100.27 yuan per bond (including accrued interest and tax) [3]. - The effective subscription quantity for the buyback was 0 bonds, resulting in a total buyback amount of 0 yuan [3][7]. Impact of Buyback - Since the buyback amount was 0 yuan, the company will not need to pay any buyback funds to investors, and there will be no impact on the company's cash flow, asset status, or equity situation [4][7]. Subsequent Matters - The unredeemed "Tianchuang Convertible Bonds" will continue to be traded on the Shanghai Stock Exchange [5].

关于"天创转债"回售结果的公告 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个别及连带责任。 | 证券代码：603608 | 证券简称：天创时尚 | 公告编号：临 2025-068 | | --- | --- | --- | | 债券代码：113589 | 债券简称：天创转债 | | 天创时尚股份有限公司 "天创转债"的回售申报期为 2025 年 8 月 12 日至 2025 年 8 月 18 日，回售 价格为人民币 100.27 元/张（含当期应计利息、含税）。根据中国证券登记结算有 限责任公司上海分公司提供的数据，本次"天创转债"回售申报期内，回售的有 效申报数量为 0 张，回售金额为 0 元（含当期应计利息、含税），无需办理向投 资者支付回售资金等后续业务事项，本次回售业务已办理完毕。 （二）回售的影响 重要内容提示： 本次回售申报期内无投资者进行回售申报，无须办理向投资者支付回售 资金等后续业务事项，本次回售已完成。 一、本次可转债回售的公告情况 天创时尚股份有限公司（以下简称"公司"）于 2025 年 8 月 5 日披露了《 ...

Core Points - The company announces the right of "Tianchuang Convertible Bonds" holders to choose whether to sell back their bonds, which is not mandatory [1] - If bondholders do not declare and implement the sell-back during the specified period, they will lose the right to sell back for the interest year from June 24, 2025, to June 23, 2026 [1] - The current closing price of "Tianchuang Convertible Bonds" is higher than the sell-back price, indicating potential losses for bondholders who choose to sell back [1] Summary of Relevant Sections Sell-Back Terms and Price - Bondholders have the right to sell back their bonds at face value plus accrued interest if the stock price falls below 70% of the conversion price for any 30 consecutive trading days [2] - The sell-back price is set at 100.27 RMB per bond, including accrued interest and tax [4][10] - The sell-back period is from August 12, 2025, to August 18, 2025, with funds to be disbursed on August 21, 2025 [4][11] Accrued Interest Calculation - The accrued interest for the bonds is calculated using the formula: IA = B × i × t / 365, where B is the total face value, i is the annual coupon rate, and t is the number of days [5] - For the sixth year, with a coupon rate of 2% and 49 days of interest, the accrued interest amounts to approximately 0.27 RMB per bond [6] Sell-Back Procedures - Bondholders can sell back part or all of their unconverted bonds during the sell-back period [7] - The sell-back must be declared through the Shanghai Stock Exchange trading system and cannot be revoked once confirmed [7][8] - If a sell-back results in the total face value of convertible bonds being less than 30 million RMB, the bonds will continue to trade [12]

Core Viewpoint - The company announces the ninth notice regarding the repurchase of "Tian Chuang Convertible Bonds," allowing bondholders to choose whether to sell their bonds back to the company at a specified price, contingent on certain conditions being met [1][2]. Summary by Sections Repurchase Terms and Price - The repurchase price is set at 100.27 CNY per bond, which includes accrued interest and tax [2][5]. - Bondholders have the right to choose whether to execute the repurchase, and it is not mandatory [6]. - If bondholders do not declare and implement the repurchase during the specified period, they will lose the right to repurchase for the next interest year [2][3]. Conditions for Repurchase - The repurchase clause becomes effective if the company's stock price remains below 70% of the conversion price (12.29 CNY per share) for 30 consecutive trading days from June 24, 2025, to August 4, 2025 [2][3]. - The repurchase period is from August 12, 2025, to August 18, 2025, with funds to be disbursed on August 21, 2025 [3][9]. Interest Calculation - The interest for the current period is calculated based on a 2% coupon rate for 49 days, resulting in approximately 0.27 CNY per bond, leading to the total repurchase price of 100.27 CNY [5][4]. Repurchase Process - Bondholders must submit their repurchase requests through the Shanghai Stock Exchange trading system during the designated period [7][8]. - The bonds will continue to trade during the repurchase period, but conversion rights will be suspended [10]. Company Contact Information - For further inquiries, bondholders can contact the company's secretariat office via phone or email [12].