股票简称：国际实业 股票代码：000159 编号：2025-36 新疆国际实业股份有限公司 本公司及董事会全体成员保证公告内容的真实、准确和完整，没有虚假记载、误导性陈 述或重大遗漏。 一、会议召开和出席情况 新疆国际实业股份有限公司（以下简称"公司"）第九届董事会第 七次会议于 2025 年 8 月 14 日以现场结合通讯方式召开，董事长冯建 方先生主持会议，应出席会议董事 7 人，实际出席董事 7 人，分别是 董事长冯建方先生，董事汤小龙先生、沈永先生、冯宪志先生，独立 董事汤先国先生、徐辉先生、董运彦先生。本次会议召开的程序、参 加人数符合《公司法》和《公司章程》的规定。 二、议案审议情况 经与会董事认真审议，通过了如下决议： （一）审议通过《关于延长向特定对象发行股票股东大会决议有 效期的议案》； 本次向特定对象发行股票事宜涉及关联交易，公司关联董事冯建 方、冯宪志回避表决，由 5 名非关联董事对此议案进行表决。 具体内容详见 2025 年 8 月 16 日《证券时报》及巨潮资讯网（w ww.cninfo.com.cn）。 （二）审议通过《关于提请股东大会延长授权董事会全权办理公 司向特定对象发现股票 ...

Group 1 - The company held its 12th meeting of the 10th Supervisory Board on August 15, 2025, with all four supervisors present, either in person or via remote voting [1][2] - The meeting approved several proposals unanimously, including the establishment of a wholly-owned subsidiary and amendments to the company's articles of association and various meeting rules [1][2] - A significant proposal regarding the company's dividend return plan for the next three years (2025-2027) was also passed unanimously [1][2] Group 2 - The proposals from the meeting, specifically those related to amendments and the dividend return plan, will be submitted for shareholder approval [2]

Group 1 - The company held its 22nd temporary board meeting on August 1, 2025, with all 7 directors present, and the meeting was chaired by Chairman Li Yongxiang [2][4] - The board approved several amendments to the company's articles of association, shareholder meeting rules, board meeting rules, and audit committee implementation rules, which will be submitted for shareholder approval [3][5][7][9] - A third temporary shareholder meeting is scheduled for August 18, 2025, to discuss the approved amendments, with a record date of August 11, 2025 [11][22][25] Group 2 - The company’s supervisory board held its 14th temporary meeting on August 1, 2025, with all 3 supervisors present, chaired by Supervisor Chairwoman Tang Qian [16][19] - The supervisory board approved the proposal to abolish the existing supervisory meeting rules, which will no longer apply, and future governance will follow the new articles of association [17][18][19] - The decisions made by both the board and supervisory board will be presented to the shareholders for approval [19][30]

Group 1 - The company held its 22nd (temporary) board meeting on August 1, 2025, with all 7 directors present, and the meeting was chaired by Chairman Li Yongxiang [1] - The board proposed amendments to the company's articles of association and requested authorization from the shareholders' meeting for the chairman to handle related registration matters [1][2] - The board also proposed revisions to the rules of the shareholders' meeting, with the voting results showing 7 votes in favor, 0 against, and 0 abstentions, pending approval from the shareholders' meeting [2][3] Group 2 - The board decided to revise the rules of the board meeting, with similar voting results of 7 votes in favor, 0 against, and 0 abstentions, also pending shareholders' approval [2][3] - Amendments to the implementation rules of the board's audit committee were proposed, with the same voting results, awaiting shareholder review [3] - The company plans to hold its third temporary shareholders' meeting on August 18, 2025, with a registration date of August 11, 2025, and the meeting will combine on-site voting and online voting [3][5]

Core Viewpoint - The company, Jinling Huarsoft Technology Co., Ltd., held its 30th meeting of the 6th Board of Directors on July 23, 2025, where several important resolutions were passed, including changes to the registered address and amendments to the company's articles of association [1][2]. Group 1: Resolutions Passed - The board approved a resolution to change the registered address and amend the articles of association to align with the new address and relevant regulations [1][2]. - The board approved the revision of the "Rules of Procedure for Shareholders' Meetings" to comply with legal and regulatory requirements [2][3]. - The board approved the revision of the "Rules of Procedure for Board Meetings" to reflect the company's actual situation and regulatory compliance [3][4]. Group 2: Board Elections - The board approved the election of non-independent directors for the 7th Board of Directors, nominating three candidates from the controlling shareholder, Wufu Technology Group Co., Ltd. [4][5]. - The board approved the election of independent directors for the 7th Board of Directors, nominating three candidates whose qualifications will be subject to review by the Shenzhen Stock Exchange [4][5]. Group 3: Upcoming Meetings - The board proposed to hold the first extraordinary general meeting of 2025 on August 8, 2025, to review the aforementioned resolutions [5].

Core Points - The company has revised its "Shareholders' Meeting Rules" to align with the latest legal regulations and its actual situation, changing the name from "Shareholders' General Meeting Rules" to "Shareholders' Meeting Rules" [1] - The revised rules clarify the responsibilities and powers of the shareholders' meeting, ensuring that it operates in accordance with the "Company Law" and other relevant regulations [1][2] - The rules now specify the procedures for convening, proposing, notifying, and holding shareholders' meetings, including the timelines for annual and extraordinary meetings [2][3] Group 1 - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year, while extraordinary meetings can be called as needed [2][3] - If the company cannot convene a shareholders' meeting within the specified timeframe, it must report to the China Securities Regulatory Commission and the Shenzhen Stock Exchange [3] - The board of directors is required to convene the shareholders' meeting within the stipulated time and must provide written feedback on any proposals for extraordinary meetings from independent directors [3][4] Group 2 - Shareholders holding 10% or more of the company's shares can request the board to convene an extraordinary meeting, and the board must respond within 10 days [4][5] - If the board does not agree to convene the meeting, it must provide reasons and announce them [4][5] - The rules also allow the supervisory board or shareholders to convene meetings independently if the board fails to do so [5][6] Group 3 - The revised rules stipulate that shareholders can propose temporary proposals 10 days before the meeting, and the conveners must notify all shareholders of these proposals within 2 days [7][8] - All proposals must be fully disclosed in the meeting notifications to allow shareholders to make informed decisions [8][9] - The rules require that any election of directors or supervisors must provide detailed information about the candidates, including their backgrounds and any potential conflicts of interest [9][10] Group 4 - The company must hold the shareholders' meeting at its registered location or another location specified in its articles of association, ensuring that it is accessible to shareholders [10][11] - Shareholders can attend the meeting in person or through proxies, and each share carries one voting right [11][12] - The meeting must be presided over by a designated director or representative, and the minutes must accurately reflect the proceedings and decisions made [12][13] Group 5 - The rules emphasize that any resolutions passed at the shareholders' meeting must comply with legal and regulatory requirements, and any violations can be challenged in court [25][26] - The company is responsible for ensuring that the rights of minority investors are protected and that they can exercise their voting rights without obstruction [25][26] - The board of directors is tasked with executing the resolutions of the shareholders' meeting promptly to ensure the company's normal operations [26][27]

Meeting Overview - The company will hold its first extraordinary general meeting of shareholders in 2025 on July 23, 2025, at 14:30 [1] - The meeting will be conducted through a combination of on-site voting and online voting [1][2] - The online voting will be available from 9:15 to 9:25, 9:30 to 11:30, and 13:00 to 15:00 on the same day [1] Voting Procedures - Shareholders can choose either on-site voting or online voting, but not both; if duplicate votes occur, the first valid vote will be counted [2] - All shareholders registered by the close of trading on the day before the meeting are entitled to attend and vote [2][4] - Specific procedures for natural and legal persons attending the meeting are outlined, including required documentation [5][6] Agenda Items - The meeting will review several proposals, including a significant resolution requiring approval from at least two-thirds of the voting rights present [4] - The proposals include amendments to the "Rules of Procedure for Shareholders' Meetings" and other related regulations [3][4] Registration and Attendance - Shareholders must register to attend the meeting, with specific requirements for documentation based on their status (individual or corporate) [5][6] - Proxy voting is allowed, and the proxy must present appropriate authorization documents [5][9] Online Voting Instructions - Detailed instructions for participating in online voting are provided, including the need for identity verification [6][8] - The online voting system can be accessed via the specified website [6][8]

Group 1 - The company plans to change its name to "Zhaojin International Gold Co., Ltd." and its stock abbreviation to "Zhaojin Gold" [21][22] - The registered address will be changed to "9th Floor, Shandong Caixin Building, No. 25-6, Jiefang East Road, Lixia District, Jinan City" [21][23] - The changes are aimed at aligning with the company's development strategy and enhancing its brand image [22][24] Group 2 - The board of directors approved the amendments to the company's articles of association and related meeting rules [7][10] - The revised rules will be submitted for shareholder approval, requiring a two-thirds majority of the voting rights present at the meeting [2][9] - The company will hold its sixth extraordinary general meeting on July 16, 2025, to discuss the relevant proposals [16][27]

Group 1 - The company has renamed the "Rules of Shareholders' Meeting" to "Rules of Shareholders' Meeting" and revised relevant content [1][2] - The revised rules specify the rights and responsibilities of the shareholders' meeting, including decision-making on company policies and investment plans [1][3] - The rules outline the procedures for convening temporary shareholders' meetings, including timelines for proposals and notifications [2][3] Group 2 - The revised rules allow independent directors and the audit committee to propose the convening of temporary shareholders' meetings [2][3] - The company must provide written feedback within 10 days regarding proposals for temporary meetings [2][3] - The rules stipulate that if the board does not respond within the specified timeframe, the audit committee can convene the meeting independently [3][4] Group 3 - The rules clarify the process for submitting proposals to the shareholders' meeting, including the requirement for proposals to fall within the scope of the company's legal and regulatory framework [6][7] - Shareholders holding more than 3% of the company's shares can submit proposals 10 days prior to the meeting [6][7] - The company is required to disclose all relevant information and materials necessary for shareholders to make informed decisions during the meeting [10][11] Group 4 - The revised rules include provisions for electronic voting to facilitate shareholder participation in meetings [10][11] - The company must ensure that meeting records are maintained accurately and for a minimum of 10 years [19][21] - The rules specify that decisions made by the shareholders' meeting must comply with legal and regulatory requirements, and shareholders have the right to challenge invalid decisions [22][23]

Core Viewpoint - The company is amending its Articles of Association and the Rules of Procedure for Shareholders' Meetings in compliance with the new Company Law and related regulations, effective from July 1, 2024 [1][2]. Summary by Relevant Sections Amendments Overview - The amendments include adjustments to the registered capital, renaming "Shareholders' Meeting" to "Shareholders' Assembly," and redefining the authority of the assembly [2]. - New provisions include the establishment of employee directors, the removal of existing regulations regarding the composition and duties of the supervisory board, and the introduction of responsibilities for controlling shareholders, actual controllers, and independent directors [2][3]. Specific Changes - The threshold for shareholders to propose temporary motions has been reduced from 3% to 1% [2]. - The registered capital has been adjusted from RMB 783,222,372 to RMB 778,991,206 [5]. - The company will now have specific internal audit responsibilities and the audit committee will take over certain supervisory functions previously held by the supervisory board [2][3]. Implementation - The amendments will take effect upon approval by the shareholders' meeting [2].