债券代码：148071 债券简称：22 天山 01 天山材料股份有限公司 关于修订《公司章程》的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载，误导性陈述或重大遗漏。 | | | 上述事项符合《中华人民共和国公司法》等法律、行政法规的规 定，不会对公司经营、偿债能力及日常管理产生不利影响。 特此公告。 天山材料股份有限公司董事会 2025 年 7 月 21 日 近日，天山材料股份有限公司（简称"公司"）对《公司章程》 进行了修订。本次修订后，公司不再设置监事会，监事会的职权由董 事会审计委员会行使，公司监事会相关制度相应废止。截至本公告披 露日，上述事项已经公司有权决策机构审议通过。 债券代码：148712 债券简称：24 天山 K1 债券代码：148759 债券简称：24 天材 K3 ...

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Investment Rating - The report maintains an "Accumulate" rating for the construction materials industry [1] Core Views - The construction materials sector is expected to benefit from increased fixed asset investments to stabilize economic expectations, particularly with the launch of major hydropower projects [3][4] - The cement market is experiencing a slight price decline, but overall demand is stabilizing, with an average shipment rate of 46% [11][17] - The report highlights the potential for recovery in valuations for leading companies in the sector due to improved supply-demand dynamics and ongoing industry consolidation [4][12] Summary by Sections 1. Sector Overview - The construction materials sector saw a slight decline of 0.23% in the past week, underperforming the broader market indices [3] - The report emphasizes the importance of government policies aimed at stabilizing the economy and boosting demand in the construction materials sector [3][4] 2. Bulk Construction Materials Fundamentals and High-Frequency Data 2.1 Cement - The national average price for high-standard cement is 343.8 yuan/ton, down 3.3 yuan from last week and down 46.2 yuan from the same period last year [18][19] - The average cement inventory level is 65.8%, with a shipment rate of 45.9%, reflecting a slight increase in demand [27] - The report anticipates that the industry's profit center will be better than last year due to enhanced self-discipline among leading companies [4][11] 2.2 Glass Fiber - The report notes a clear trend towards upgrading electronic glass fiber products, with high-end products expected to see increased market penetration [12] - The profitability of ordinary glass fiber remains resilient, supported by growth in domestic demand from sectors like wind power and thermoplastics [12] - Leading companies are expected to benefit from improved product structures and market conditions, with recommendations for companies like Zhongcai Technology and Honghe Technology [12][13] 2.3 Glass - The glass industry is expected to see a supply-side contraction, which may improve the short-term supply-demand balance [13] - The report suggests that leading companies in the float glass sector will benefit from resource advantages and potential excess profit opportunities [13] 2.4 Renovation and Building Materials - The report highlights the positive impact of government policies on domestic demand for renovation materials, with expectations for continued growth in consumer confidence [14] - Recommendations include companies that are well-positioned to benefit from these trends, such as Beixin Building Materials and Arrow Home [14][15] 3. Industry Dynamics Tracking - The report discusses the ongoing policy environment and its implications for the construction materials sector, emphasizing the need for companies to adapt to changing market conditions [4][14] - The report also tracks the performance of various companies within the sector, providing insights into their financial metrics and market positioning [15][16]

Market Performance - The cement sector experienced a slight decline of 0.06% as of the market close on July 17, ranking among the top decliners in concept sectors [1] - Notable declines within the sector included Sanhe Pile and China National Materials, while Tibet Tianlu, Jianfeng Group, and Hetai Electromechanical saw increases of 7.46%, 1.58%, and 1.28% respectively [1] Capital Flow - The cement sector faced a net outflow of 113 million yuan from major funds, with 22 stocks experiencing net outflows, and 10 stocks seeing outflows exceeding 10 million yuan [1] - China Energy Construction led the outflows with a net withdrawal of 21.996 million yuan, followed closely by Anhui Conch Cement and Sanhe Pile [1] - Conversely, the stocks with the highest net inflows included Tibet Tianlu, Anhui Wuhua, and Jinzhengda, with inflows of 47.9126 million yuan, 8.1617 million yuan, and 6.5611 million yuan respectively [1] Stock Performance - The top stocks with significant net outflows included: - China Energy Construction: -0.43% with a turnover rate of 0.68% and a net outflow of 21.996 million yuan - Anhui Conch Cement: +0.09% with a turnover rate of 0.51% and a net outflow of 21.985 million yuan - Sanhe Pile: -9.80% with a turnover rate of 13.59% and a net outflow of 17.8126 million yuan [2] - Stocks with notable gains included: - Tibet Tianlu: +7.46% with a turnover rate of 12.61% and a net inflow of 47.9126 million yuan - Jianfeng Group: +1.58% with a turnover rate of 5.10% and a net inflow of 2.9371 million yuan - Hetai Electromechanical: +1.28% with a turnover rate of 3.67% and a net inflow of 2.2363 million yuan [2]

Summary of Cement Industry Conference Call Industry Overview - The cement industry has shown an overall performance exceeding expectations in the mid-year reports, with companies like China National Building Material, Huaxin Cement, and Tapai Group forecasting growth of over 50% [3][1][8] - The second quarter saw a significant increase in profitability, offsetting the adverse impacts from the first quarter, supported by fiscal pre-positioning and expectations of price increases in the second half of the year [1][5] Key Companies and Performance - **China National Building Material**: Benefited from a turnaround in its core cement business, strong performance in its fiberglass segment, and reduced investment losses in the secondary market, leading to an overall performance that exceeded expectations [11][8] - **Huaxin Cement**: Achieved a year-on-year net profit increase of approximately 300 million yuan in the second quarter, driven by good performance in domestic and international markets and foreign exchange gains [12][4] - **Tapai Group**: Reported over 20% growth in shipment volume in the second quarter, with a year-on-year increase in gross profit per ton of about 15 yuan [15][8] - **Tianshan Shares**: Showed significant recovery in second-quarter profitability, with a year-on-year increase of over 20 yuan per ton [11][8] Market Dynamics - The Hong Kong stock market has shown a stronger performance in the cement sector compared to the A-share market, with several cement companies reaching new highs for the year [2][6] - The price of cement in the Yangtze River Delta region significantly increased in the second quarter, with gross profit per ton rising by 20-30 yuan year-on-year [1][8] - Despite a decline in sales data since May, the overall outlook remains positive due to fiscal pre-positioning and the potential for price increases after mid-August [5][7] Challenges and Opportunities - The cement industry faces challenges such as price volatility and seasonal adjustments, but the speed of price adjustments this year is faster than last year, reducing the likelihood of consecutive quarterly losses [9][8] - Opportunities include improved consensus within the industry, which may help elevate price levels, and enhanced profitability among key companies like China National Building Material and Tianshan Shares [9][10] Future Outlook - The industry is expected to improve post-August as the off-season adjustments conclude and the likelihood of price increases rises, supported by strong mid-year performance and policy catalysts [7][1] - The overseas cement business is anticipated to perform better than last year due to reduced foreign exchange losses from small currencies [13][10] Regulatory Measures - The industry is implementing measures to combat overproduction, with current overproduction accounting for 20-30% of total capacity. Successful enforcement could raise capacity utilization to around 70% [16][17] - These measures aim to reduce excess supply, improve production efficiency, and prepare for carbon trading by establishing daily production limits for each production line [17][18]

Core Points - The document outlines the independent director working system of Tianshan Materials Co., Ltd, aiming to standardize the procedures and responsibilities of independent directors in accordance with relevant laws and regulations [1][2][3] Group 1: Independent Director Definition and Responsibilities - Independent directors are defined as those who do not hold any other positions in the company and have no direct or indirect interests that could affect their independent judgment [1][2] - Independent directors have a duty of loyalty and diligence to the company and all shareholders, participating in decision-making, supervision, and providing professional advice to protect the interests of minority shareholders [2][3] Group 2: Composition and Qualifications - The board of directors must have three independent directors, making up at least one-third of the board, including at least one accounting professional [2][3] - Independent directors must meet specific qualifications, including having no significant relationships with the company or its major shareholders, and must possess relevant professional knowledge and experience [6][7] Group 3: Nomination and Election Process - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's shares, and must be elected by the shareholders' meeting [9][10] - Candidates must not have any disqualifying records, such as recent legal penalties or significant breaches of trust [6][10] Group 4: Duties and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing objective advice to enhance decision-making [17][18] - They have special powers, including the ability to hire external consultants, propose meetings, and express independent opinions on matters that may harm the company or minority shareholders [18][19] Group 5: Communication and Reporting - Independent directors must maintain effective communication with the company and shareholders, and are required to submit annual reports detailing their activities and contributions [31][32] - The company must provide necessary support and resources to independent directors to facilitate their duties [35][36] Group 6: Compliance and Accountability - Independent directors must report any obstacles to their duties to the board and can escalate issues to regulatory bodies if necessary [38][39] - The company is responsible for covering costs related to independent directors' professional services and ensuring they receive appropriate compensation [40][41]

Core Points - The document outlines the rules and procedures for the board of directors of Tianshan Materials Co., Ltd, aiming to enhance governance and decision-making efficiency [1][2][3] Chapter 1: General Principles - The board of directors must comply with national laws and the company's articles of association when making decisions [1] - Directors are required to prioritize the interests of the company and its shareholders over personal gains [1] Chapter 2: Composition and Powers of the Board - The board consists of 9 directors, including 1 chairman, 1 vice-chairman, 3 independent directors, and 1 employee director [1][2] - At least one-third of the board members must be independent directors, with at least one being a professional accountant [2] - The board has various powers, including convening shareholder meetings, executing resolutions, and deciding on major operational and investment plans [2][3] Chapter 3: Board Meetings - The board must hold at least two regular meetings annually, with provisions for special meetings as needed [6][7] - Meeting notifications must include date, location, agenda, and notification date [12] Chapter 4: Meeting Procedures - A quorum requires the presence of more than half of the directors [7] - Directors can delegate their voting rights to other directors under specific conditions [16] Chapter 5: Decision-Making and Voting - Directors must actively seek detailed information before making decisions and express clear opinions on matters [17][18] - Voting is conducted on a one-vote-per-person basis, with resolutions requiring majority approval [20] Chapter 6: Meeting Records - Meeting records must be accurate and include details such as date, attendees, agenda, and voting results [23][25] - Records are maintained for a period of 10 years [26] Chapter 7: Announcement and Execution of Resolutions - The company is responsible for announcing board resolutions in accordance with stock exchange regulations [27] - The chairman must ensure the implementation of board decisions and inform all directors of significant matters [28] Chapter 8: Miscellaneous - Any matters not covered by these rules will follow relevant national laws and the company's articles of association [29] - The rules take effect upon approval by the shareholders' meeting [32]

General Provisions - Tianshan Material Co., Ltd. is established in accordance with the Company Law and Securities Law of the People's Republic of China [2] - The company was approved by the Xinjiang Uygur Autonomous Region government and registered with the local administration [2][3] - The registered capital of the company is RMB 7,110,491,694 [3] Company Structure - The chairman serves as the legal representative of the company, and the company must appoint a new legal representative within 30 days if the current one resigns [4] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [6] Business Objectives and Scope - The company's business objective is to leverage its advantages in management, technology, talent, and capital to conduct high-quality and efficient operations for maximizing profits for shareholders [14] - The business scope includes the development, production, and sale of cement and related products, as well as various consulting and transportation services [7] Share Issuance - The company issues shares in the form of stocks, adhering to principles of openness, fairness, and justice [16] - The total number of ordinary shares approved for issuance is 129.46 million, with 79.46 million shares issued to founding shareholders, accounting for 61.38% of the total [20] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, request meetings, supervise company operations, and access company documents [34] - Shareholders must comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [40] Shareholder Meetings - The company holds annual shareholder meetings within six months after the end of the fiscal year [50] - Shareholders holding more than 10% of shares can request a temporary meeting [51] Financial Assistance and Guarantees - The company must seek shareholder approval for financial assistance exceeding 10% of its latest audited net assets [49] - Any external guarantees exceeding 30% of the latest audited total assets must also be approved by shareholders [21]

Core Viewpoint - The document outlines the decision-making system for related party transactions of Tianshan Materials Co., Ltd, emphasizing the need for compliance with legal regulations and the protection of the company's and shareholders' interests. Group 1: General Principles - The company aims to standardize related party transactions to ensure they do not harm the company's or shareholders' legal rights and interests [1] - Related party transactions must adhere to principles of honesty, equality, voluntariness, fairness, openness, and impartiality [2] - Transactions should not be used to manipulate financial indicators or harm the company's interests [2] Group 2: Related Party Definition - Related parties include entities controlled by the company's major shareholders, actual controllers, directors, and senior management [6] - The definition of related parties extends to individuals holding more than 5% of the company's shares and their close family members [10] Group 3: Transaction Procedures - Related party transactions must be documented in written contracts that clearly define the rights and obligations of both parties [4] - Transactions exceeding certain thresholds require board approval, with specific amounts set for transactions with individuals (over 300,000 yuan) and organizations (over 3 million yuan) [22][23] Group 4: Decision-Making Process - The board must ensure that related directors abstain from voting on transactions where they have a conflict of interest [17] - Independent directors must discuss and approve related party transactions before they are submitted to the board for review [25] Group 5: Disclosure Requirements - The company is required to disclose related party transactions that exceed specified monetary thresholds, ensuring transparency in dealings [31][32] - Disclosure must include detailed documentation such as board resolutions and independent director opinions [33] Group 6: Special Provisions - The company may engage independent financial advisors to assess the fairness of significant related party transactions [27] - Transactions involving guarantees for related parties must receive heightened scrutiny and approval from non-related directors [28]