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新疆天业: 新疆天业股份有限公司九届十三次董事会会议决议公告
Zheng Quan Zhi Xing· 2025-08-15 11:17
Group 1 - The company held its 13th board meeting on August 15, 2025, with all 9 directors present, and approved several resolutions [1] - The company issued convertible bonds named "Tianye Convertible Bonds" on June 23, 2022, with a trading period from December 29, 2022, to June 22, 2028 [1] - As of June 30, 2025, the total number of shares increased from 1,707,361,781 to 1,707,362,663 due to the conversion of 882 shares from the convertible bonds [2] Group 2 - The company revised its articles of association to comply with updated regulations, including changes to its business scope and governance structure, such as eliminating the supervisory board [3][4] - The company proposed to authorize relevant personnel to handle changes in registration and articles of association as required by regulatory authorities [4] - The company plans to revise its shareholder meeting rules to enhance governance and ensure compliance with legal requirements [5] Group 3 - The company is considering a project in the Tenhu Tan New Materials Industrial Park, which may lead to potential competition with its controlling shareholder, Tianye Group [6] - The project, with an investment of approximately 14 billion yuan, represents 68.21% of the company's latest audited total assets, indicating significant investment risk [7] - The board agreed to partially exempt Tianye Group from its commitment to avoid competition, allowing for a new commitment to mitigate potential conflicts [7][8] Group 4 - The company intends to sign a "Cultivation Agreement" with Tianye Group, allowing the latter to undertake the investment and construction of the project without financial burden on the company [8][10] - The board's decision to proceed with the agreement was supported by independent directors and the strategic committee, ensuring compliance with regulations [8][10]
新疆天业: 新疆天业股份有限公司九届十次监事会会议决议公告
Zheng Quan Zhi Xing· 2025-08-15 11:17
Group 1 - The company held its ninth supervisory board meeting on August 15, 2025, with all five supervisors present, and the meeting was chaired by Wang Wei [2] - The supervisory board approved the proposal to dissolve the supervisory board and its working rules, transferring its powers to the audit committee of the board of directors, pending approval from the shareholders' meeting [2][3] - The decision to dissolve the supervisory board is in line with recent legal and regulatory updates, aiming to enhance the company's operational standards [2][4] Group 2 - The company is considering a project by its controlling shareholder, Tianye Group, to build a low-carbon transformation upgrade demonstration project in the Tenhu Tan New Materials Industrial Park, which may lead to potential business competition [3][4] - The project has a total investment of approximately 14 billion yuan, representing 68.21% of the company's latest audited total assets, indicating significant investment risk [4] - The supervisory board agreed to partially exempt Tianye Group from its commitment to avoid competition, believing that this decision aligns with legal regulations and will not adversely affect the company's operations or minority shareholders' interests [4][6] Group 3 - The company plans to sign a "Cultivation Agreement" with Tianye Group, allowing the latter to undertake the investment and construction of the demonstration project, with the company not bearing any costs [6][7] - The supervisory board confirmed that the decision-making process for this related party transaction complies with relevant laws and regulations, ensuring it does not harm the company's operational situation or minority shareholders' interests [6][7]