新疆天业: 新疆天业股份有限公司2025年第二次临时股东大会会议资料

Core Viewpoint - The company is convening a shareholder meeting on September 1, 2025, to discuss several key proposals, including the adjustment of the conversion price for "Tianye Convertible Bonds" and changes to the company's capital structure and governance rules [1][2]. Proposal Summaries Proposal 1: Adjustment of Conversion Price for "Tianye Convertible Bonds" - The company proposes to lower the conversion price of "Tianye Convertible Bonds" due to the stock price falling below 85% of the current conversion price for a specified period [11][12]. - The adjusted conversion price will not be lower than the average trading price of the stock over the 20 trading days prior to the meeting and the most recent audited net asset value per share [13]. Proposal 2: Change of Registered Capital and Business Scope - The company plans to increase its registered capital from 1,707,361,781 yuan to 1,707,362,663 yuan as a result of the conversion of bonds into shares [14]. - The proposal includes amendments to the company's articles of association to align with new regulatory requirements and to enhance operational standards [15]. Proposal 3: Revision of Shareholders' Meeting Rules - The company aims to revise the rules governing shareholders' meetings to ensure compliance with legal standards and improve operational efficiency [16]. Proposal 4: Revision of Board Meeting Rules - The proposal seeks to update the rules for board meetings to enhance decision-making processes and governance practices [17]. Proposal 5: Abolishment of the Supervisory Board - The company proposes to abolish the supervisory board and transfer its responsibilities to the audit committee of the board, aiming to streamline governance [18]. Proposal 6: Waiver of Non-Compete Commitment by Controlling Shareholder - The company seeks to partially waive the non-compete commitment of its controlling shareholder, allowing for potential overlapping business activities under specific conditions [19][20]. Proposal 7: Signing of "Cultivation Agreement" with Controlling Shareholder - The company intends to enter into a "Cultivation Agreement" with its controlling shareholder to manage the development of a new project while mitigating investment risks [21][22].