General Provisions - The purpose of the management system is to strengthen internal control, promote standardized operations, and protect investors' rights [1] - The term "subsidiary" refers to companies where the company holds more than 50% of the shares or can control the board of directors [1] - The company, as the controlling shareholder, has rights over asset income, major decision-making, and financial audit supervision [1] Major Matters Management - Subsidiaries must report major matters such as equity changes, mergers, and significant investments to the company for approval [2][3] - The rules for convening shareholder and board meetings must comply with the Company Law, and minutes must be submitted to the company within 10 working days [2] Financial Management - Subsidiaries must follow the company's unified accounting system and timely submit financial reports for auditing [4] - The use of funds by subsidiaries must comply with the company's financial management regulations [4] Information Management - Subsidiaries must adhere to information disclosure management regulations and report significant matters to the company's board [6] - The company has the right to know all information from subsidiaries, which must be timely, truthful, and accurate [6] Human Resource Management - Subsidiaries must comply with the company's human resource management system, and any internal structure changes must be approved by the company [7] - The appointment of directors and senior management in subsidiaries is determined by the company's CEO and must be elected by the subsidiary's board [7] Internal Audit and Inspection System - The company conducts regular audits of subsidiaries to ensure compliance with management systems and financial practices [8] - Subsidiaries must cooperate fully with audits and provide necessary documentation [8] Supplementary Provisions - Any matters not covered by this system will follow national laws and regulations [9] - The system is effective upon approval by the company's board and will be revised as necessary [9]

Core Viewpoint - The document outlines the information disclosure management system of Tianchuang Fashion Co., Ltd, emphasizing the importance of accurate, timely, and complete information disclosure to protect the rights of shareholders and the public [1][2]. Group 1: General Principles - The information disclosure system is established to regulate the company's operations and protect the rights of shareholders, especially public shareholders [1]. - The system applies to various stakeholders, including the company, its directors, senior management, and significant shareholders [1][2]. Group 2: Disclosure Obligations - The company must ensure that disclosed information is true, accurate, complete, and timely, without any false records or misleading statements [2][3]. - Information must be disclosed simultaneously to all investors, and no individual or entity can request undisclosed information [2][3]. Group 3: Types of Reports - The main types of disclosure documents include prospectuses, fundraising documents, listing announcements, acquisition reports, periodic reports, and temporary reports [3][4]. - The company is required to publish legally mandated disclosures on the Shanghai Stock Exchange's website and other approved media [3][4]. Group 4: Periodic Reports - The company must disclose annual, semi-annual, and quarterly reports, including significant financial data and shareholder information [6][7]. - Annual reports must be audited, while semi-annual reports may not require an audit unless specific conditions are met [6][7]. Group 5: Temporary Reports - Temporary reports must be issued for significant events that could impact the company's stock price, including major financial losses or legal issues [10][11]. - The company must disclose any major events that could affect its securities trading promptly [10][11]. Group 6: Responsibilities and Procedures - The board of directors and senior management are responsible for ensuring the accuracy and completeness of disclosed information [27][31]. - The board secretary plays a crucial role in managing the information disclosure process and ensuring compliance with regulations [31][32].

Core Viewpoint - The document outlines the external investment management system of Tianchuang Fashion Co., Ltd., aiming to standardize investment behaviors, enhance decision-making responsibility, and maximize shareholder interests while ensuring asset preservation and appreciation [2][21]. Group 1: General Principles - The external investment refers to various forms of investment activities aimed at obtaining future returns, including long-term equity investments and short-term financial investments [3]. - Basic principles for external investments include alignment with the company's development strategy, rational resource allocation, and the creation of good economic benefits [3]. Group 2: Approval Authority - The company implements a professional management and hierarchical approval system for external investments, requiring adherence to relevant laws and regulations [6]. - The decision-making bodies for external investments include the shareholders' meeting, the board of directors, and the chairman, each with specific decision-making scopes [6][7]. Group 3: Shareholders' Meeting Approval - Certain thresholds require shareholders' meeting approval after board review, including transactions involving assets exceeding 50% of total audited assets or net assets, and profits exceeding 50% of the last audited net profit [4][5]. - Cumulative transactions exceeding 30% of total audited assets within twelve months must also be submitted for shareholder approval [5]. Group 4: Board of Directors Approval - The board must approve transactions involving assets exceeding 10% of total audited assets or net assets, with specific monetary thresholds for various types of transactions [5]. - The board's approval is also required for transactions that significantly impact the company's financials, such as profits or revenues exceeding 10% of the last audited figures [5]. Group 5: Chairman's Approval - The chairman can make decisions for transactions involving less than 10% of total audited assets or net assets, with specific conditions outlined for various types of transactions [6]. Group 6: Special Regulations for Securities Investment - Securities investments must follow principles of legality, prudence, safety, and effectiveness, with strict internal control systems established to manage investment risks [10]. - The company is prohibited from using raised funds for securities investments and must ensure that investment operations are conducted by multiple personnel to prevent conflicts of interest [10][11]. Group 7: Financial Management and Auditing - The financial center is responsible for comprehensive financial records of external investments, ensuring compliance with accounting standards [20]. - Regular audits and evaluations of investment projects are mandated to maintain oversight and protect the company's interests [20].

Group 1 - The company held its 13th meeting of the 5th Supervisory Board, which was conducted both in-person and via communication methods, with all three supervisors present [1] - The meeting approved the 2025 semi-annual report and summary, with a unanimous vote of 3 in favor [1] Group 2 - The company approved a proposal to abolish the Supervisory Board and increase registered capital, transferring the Supervisory Board's powers to the Audit Committee of the Board of Directors, with a unanimous vote of 3 in favor [2] - The proposal to terminate the 2024 second phase employee stock ownership plan ahead of schedule was also approved, with a unanimous vote of 3 in favor [2]

Meeting Information - The shareholders' meeting is scheduled for September 16, 2025, at 14:00 [1] - The meeting will be held at the company's administrative office in Guangzhou, Guangdong Province [1] - Voting will be conducted through a combination of on-site and online methods [1] Voting Procedures - The online voting system will be provided by the Shanghai Stock Exchange [1] - Voting will be available from 9:15 to 15:00 on the day of the meeting [1][4] - Shareholders can vote via the trading system or the internet voting platform [4] Shareholder Participation - Only shareholders registered by the close of trading on September 9, 2025, are eligible to attend [6] - Shareholders can appoint proxies to attend and vote on their behalf [5][6] - Registration for the meeting will take place on September 12, 2025 [7] Agenda Items - The meeting will review several proposals, including amendments to the company's articles of association and capital increase [3] - Related shareholders must abstain from voting on matters where they have a conflict of interest [3] Additional Information - The company will provide reminders to shareholders about the meeting through SMS and other means [4] - Shareholders with multiple accounts can aggregate their voting rights across all accounts [5]

Group 1 - The company will hold an investor presentation on September 10, 2025, from 15:00 to 16:00 [2][3] - The presentation will take place at the Shanghai Stock Exchange Roadshow Center and will be conducted in an interactive online format [2][3] - Key personnel attending the presentation include the Chairman, General Manager, Independent Director, Financial Director, and Board Secretary [2] Group 2 - Investors can submit questions for the presentation from September 3, 2025, to September 9, 2025, before 16:00 [3] - Questions can be submitted through the Shanghai Stock Exchange Roadshow Center website or via the company's email [3] - After the presentation, investors can access the main content and details of the event on the Shanghai Stock Exchange Roadshow Center [3]

Summary of Key Points Core Viewpoint - The company reported a total asset impairment loss of 15.23 million RMB for the first half of 2025, which negatively impacted its profit total by the same amount [1][2]. Group 1: Asset Impairment Details - The company recognized an inventory impairment loss of 15.56 million RMB, which decreased the total profit by the same amount [2]. - Other impairment losses included a receivables impairment loss of 0.39 million RMB and a notes receivable impairment loss of 0.002 million RMB, which collectively increased the profit by 0.33 million RMB [2]. - The total impairment losses for the first half of 2025 amounted to 15.23 million RMB, leading to a reduction in the company's profit total [2]. Group 2: Accounting Standards and Future Implications - The company follows the accounting standards that allow for the reversal of previously recognized impairment losses if the factors leading to the impairment have changed [2]. - The final accounting treatment and its impact on the company's 2025 annual profit will be determined based on the results of the annual audit [2].

Core Viewpoint - Tianchuang Fashion Co., Ltd. has announced the cancellation of its supervisory board, an increase in registered capital, and amendments to its articles of association and management systems, aiming to enhance operational standards and comply with relevant laws and regulations [1][2]. Group 1: Cancellation of Supervisory Board - The company will no longer establish a supervisory board, with its functions transferred to the audit committee of the board of directors, in accordance with the Company Law and other relevant regulations [1][2]. - Prior to the shareholders' meeting approving the cancellation, the existing supervisory board will continue to perform its supervisory duties [1]. Group 2: Increase in Registered Capital - From October 1, 2023, to July 31, 2025, the company’s convertible bonds conversion has resulted in an increase of 9,512 shares, raising the total share capital from 419,706,096 shares to 419,715,608 shares [2]. Group 3: Amendments to Articles of Association - The articles of association will be revised to reflect the changes in registered capital and total shares due to the convertible bond conversion, ensuring compliance with the Company Law and other regulations [2][3]. - Specific amendments include the rephrasing of the company's mission and operational guidelines, emphasizing user demand and quality products [5][6].

证券代码：603608 证券简称：天创时尚 公告编号：临 2025-073 债券代码：113589 债券简称：天创转债 天创时尚股份有限公司 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。 本员工持股计划的持有人为公司（含合并报表范围内的子公司）互联网/信 息技术业务板块的中层管理人员、核心技术/业务人员。鉴于市场环境因素及公 司战略调整，继续实施本员工持股计划已无法取得预期激励效果，为更好地维护 公司、股东和员工的利益，经慎重考虑，公司决定提前终止本员工持股计划， 《天 创时尚股份有限公司 2024 年第二期员工持股计划（草案）》及其摘要、《天创 时尚股份有限公司 2024 年第二期员工持股计划管理办法》等文件同时终止。 三、提前终止本员工持股计划的审批程序 次会议，审议通过了《关于提前终止公司 2024 年第二期员工持股计划的议案》。 十三次会议，审议通过了《关于提前终止公司 2024 年第二期员工持股计划的议 案》。 天创时尚股份有限公司（以下简称"公司"）于 2025 年 8 月 29 日召开了第 五届董事会第十 ...

Core Viewpoint - The company has approved the use of idle self-owned funds for entrusted wealth management, aiming to enhance capital efficiency and generate investment returns while ensuring daily operational needs are met [2][4]. Group 1: Entrusted Wealth Management Overview - The company plans to use up to RMB 400 million of idle self-owned funds for low-risk, high-liquidity wealth management products [2]. - The wealth management products include structured deposits from Industrial Bank and Shanghai Pudong Development Bank, with various purchase amounts and terms [3][4]. - The total amount of entrusted wealth management currently stands at RMB 182 million, which is 17.4% of the company's latest audited net assets of RMB 1,042.69 million [4]. Group 2: Financial Products Details - The company has made several purchases, including: - RMB 40 million in structured deposits from Industrial Bank with a term from July 3, 2025, to July 31, 2025 [3]. - RMB 10 million in structured deposits from Shanghai Pudong Development Bank with a term from July 7, 2025, to October 9, 2025 [3]. - Additional purchases totaling RMB 20 million from both banks with varying terms and expected annualized returns between 0.7% and 2.2% [3][4]. Group 3: Impact and Risk Control Measures - The use of idle funds for wealth management is designed to improve capital efficiency without affecting the company's daily operations or main business activities [4]. - The company has established risk control measures, including timely analysis of investment products, supervision, and separation of duties among personnel involved in investment decisions [4].