登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：688599 证券简称：天合光能 公告编号：2025-126 转债代码：118031 转债简称：天23转债 天合光能股份有限公司 关于2026年度申请综合融资额度 及担保额度预计的公告 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、准确性和完整性依法承担法律责任。 重要内容提示: （一）情况概述 为满足公司生产经营和流动资金周转需要，在确保运作规范和风险可控的前提下，2026年度，公司及下 属子公司拟向银行、保险公司、融资租赁公司等金融机构申请不超过人民币1,400亿元（或等值外币） 的授信总额度。2026年度，公司申请对外担保额度不超过人民币1,173亿元（或等值外币），其中，公 司及合并报表范围内下属子公司互相提供担保额度不超过人民币1,165亿元（或等值外币），公司及下 属子公司对合并报表范围外部分主体提供担保额度不超过人民币8亿元（或等值外币）。担保范围包括 但不限于申请融资业务发生的融资类担保以及日常经营发生的履约类担保。担保种类包括一般保证、连 带责任保证、抵押担保、质押担保等。 实 ...

Group 1 - The company held its 30th meeting of the fifth board of directors on November 25, 2025, to discuss various proposals [2][3] - The board approved the estimated daily related party transaction amount for 2026, not exceeding RMB 165.26 million (excluding tax) [3][21] - The board also approved changes to the registered capital and amendments to the company's articles of association due to the conversion of convertible bonds and the cancellation of certain restricted stocks [7][33] Group 2 - The company plans to hold its fifth extraordinary general meeting of shareholders on December 12, 2025, to discuss the approved proposals [17][39] - The meeting will include provisions for both on-site and online voting, with specific time frames for participation [39][51] - Shareholders must register to attend the meeting, with detailed instructions provided for both individual and corporate shareholders [48][49] Group 3 - The company has established a compensation management system for directors and senior management, which was also approved by the board [11][12] - Several governance documents, including the board nomination committee's working rules and the general manager's working rules, were revised to enhance corporate governance [14][16] - The independent directors and the audit committee reviewed and supported the proposals, ensuring compliance with market principles and protection of minority shareholders' interests [29][30]

Group 1 - The company held its 17th meeting of the 10th Board of Directors on October 13, 2025, with all 9 directors present, including 3 independent directors [2][4] - The meeting approved the proposal to cancel the Supervisory Board, change the registered capital, and amend the Articles of Association, which will be submitted to the first extraordinary general meeting of shareholders in 2025 for special resolution [3][58] - The registered capital will increase from 514,317,177 yuan to 514,348,244 yuan due to the conversion of convertible bonds during the conversion period [58] Group 2 - The company plans to revise several management systems in accordance with the latest legal requirements, with some revisions requiring approval from the shareholders' meeting [5][38] - The company approved the renewal of the accounting firm Rongcheng Certified Public Accountants for the 2025 audit, pending authorization from the shareholders' meeting [39][52] - The first extraordinary general meeting of shareholders in 2025 is scheduled for October 29, 2025 [43]

Meeting Details - The second temporary shareholders' meeting was held on September 22, 2025, at the company's conference room in Tongxiang, Zhejiang Province [2] - The meeting was convened by the board of directors and chaired by Chairman Shen Jianhua, utilizing a combination of on-site and online voting methods, complying with relevant laws and regulations [2][3] Attendance - All 9 current directors attended the meeting, along with the board secretary and several senior executives [3] Resolutions Passed - The following resolutions were approved: 1. Proposal for the repurchase and cancellation of certain restricted stocks [4] 2. Proposal to change registered capital and amend the company's articles of association [4] 3. Proposal to revise the independent director working system [5] 4. Proposal to amend the authorization management system [5] - The first two proposals were special resolutions requiring more than two-thirds approval from shareholders present, while the others were ordinary resolutions requiring a simple majority [5] Legal Verification - The meeting was witnessed by lawyers from Guohao Law Firm, confirming that the meeting's procedures and resolutions complied with relevant laws and regulations [6] Stock Repurchase Details - The company approved the repurchase and cancellation of 56,000 restricted stocks at a price of 3.51 yuan per share, reducing the registered capital from 730,297,443 yuan to 730,241,443 yuan [8] - Creditors have the right to claim debts or request guarantees within 30 days of receiving the notice, or within 45 days from the announcement date if no notice is received [8][9]

Group 1 - The company held its second extraordinary general meeting of shareholders on September 17, 2025, with no resolutions being rejected [2][3] - The total number of shares entitled to vote at the meeting was 75,389,323, after excluding repurchased shares [2] - The meeting was legally valid, with all procedures and voting methods complying with the Company Law and the company's articles of association [3][8] Group 2 - Three non-cumulative voting resolutions were passed: the cancellation of the terminated 2023 employee stock ownership plan, the shareholder return plan for 2025-2027, and the amendment of registered capital and company articles [5][6] - The resolutions required a two-thirds majority of the voting rights held by shareholders present at the meeting [6][7] Group 3 - The company announced the cancellation of 1,894,393 shares related to the terminated 2023 employee stock ownership plan, reducing the total share capital from 77,730,937 shares to 75,836,544 shares [10][12] - The registered capital will also decrease from 77,730,937 yuan to 75,836,544 yuan following the cancellation [12] Group 4 - Creditors are notified of the capital reduction and have 30 days from receiving the notice, or 45 days from the announcement date, to claim their debts [12][13] - Specific documentation is required for creditors to assert their claims, including contracts and identification [13][14]

Meeting Details - The third extraordinary general meeting of shareholders was held on September 15, 2025, at 14:00, with both on-site and online voting options available [3][4] - A total of 85 shareholders attended, representing 104,822,458 shares, which is 57.2680% of the total voting shares [4][5] Resolutions Passed - The following proposals were approved during the meeting: - The proposal to reappoint the accounting firm was passed with more than half of the voting rights [7] - The proposal to repurchase and cancel part of the restricted stock incentive plan was passed with over two-thirds of the voting rights [7] - The proposal to change the registered capital and amend the company’s articles of association was also passed with over two-thirds of the voting rights [8] Legal Opinions - The meeting was witnessed by Beijing Jiayuan Law Firm, and the legal representatives confirmed that the meeting's procedures and voting results were in compliance with relevant laws and regulations [8] Capital Reduction Announcement - The company announced a capital reduction due to the repurchase and cancellation of 8,000 restricted stocks, resulting in a decrease in total shares from 183,038,400 to 183,030,400 [11] - The registered capital will be adjusted from RMB 183,038,400 to RMB 183,030,400 following the repurchase [11] Notification to Creditors - Creditors are notified that they have 45 days from the announcement date to request debt repayment or guarantees due to the capital reduction [12]

Meeting and Attendance - The meeting was held in accordance with the Company Law and relevant regulations [1] - A total of 3 supervisors were supposed to attend, with all 3 present or represented by proxy [1] Proposal Review - The proposal to abolish the supervisory board, change the registered capital, and amend the Articles of Association was approved [1][2] - The registered capital will change from RMB 63 million to RMB 82 million, and the total number of shares will also be adjusted accordingly [2] - The proposal to abolish the "Supervisory Meeting Rules" was also approved, as the supervisory board's functions will be transferred to the audit committee of the board of directors [2]

Meeting and Attendance - The meeting was convened in accordance with relevant laws and regulations, including the Company Law of the People's Republic of China [1] - A total of 3 supervisors were supposed to attend, with all 3 present either in person or via communication due to work reasons [1] Proposal Review - The proposal to cancel the supervisory board, change registered capital, and amend the Articles of Association was approved. The supervisory board's powers will be transferred to the audit committee of the board of directors [1] - The registered capital was adjusted from 64,694,700 yuan to 79,474,700 yuan following the completion of the public issuance of shares to unspecified qualified investors [1] - The company plans to amend relevant provisions in the Articles of Association and seek authorization from the shareholders' meeting for related business registration changes [1] Additional Proposals - The proposal to abolish the "Supervisory Board Meeting Rules" was also approved, as the supervisory board will no longer be established, and its powers will be exercised by the audit committee of the board [2] - This proposal does not involve related party transactions and does not require avoidance of voting [2]

Group 1 - The company held its 36th meeting of the third board of directors on September 1, 2025, with all 9 directors present, including independent directors attending via communication [1] - The board approved a proposal to change the purpose of repurchased shares from employee stock ownership plans to cancellation and reduction of registered capital, with a unanimous vote of 9 in favor [2] - The proposal to change the registered capital and amend the company's articles of association was also approved, with the same unanimous vote [2] Group 2 - The company plans to submit the proposals for approval at the first extraordinary general meeting of shareholders in 2025 [3]

Core Viewpoint - The company is holding its second extraordinary general meeting in 2025 to discuss key proposals including the cancellation of the supervisory board, changes to registered capital, and amendments to the company's articles of association and governance systems [6][9]. Meeting Procedures - The meeting will follow a structured agenda, allowing shareholders and their representatives to exercise their rights to speak, inquire, and vote [2][3]. - Shareholders must register and present necessary identification documents to participate in the voting process [1][4]. - Voting will be conducted through both on-site and online methods, with specific timeframes for each [4][5]. Profit Distribution Proposal - The company proposes a cash dividend of 1.00 RMB per 10 shares (including tax) based on a total share capital of 174,187,476 shares, amounting to a total distribution of 17,418,747.60 RMB, which represents 19.06% of the net profit attributable to shareholders for the first half of 2025 [6][8]. - The total amount for cash dividends and share buybacks is 40,554,374.07 RMB, accounting for 44.38% of the net profit for the same period [8]. Governance Changes - The company plans to abolish the supervisory board, transferring its powers to the audit committee of the board of directors, in accordance with the revised Company Law and relevant regulations [9][10]. - Changes to the registered capital will be made following the completion of the 2024 annual equity distribution, increasing the total share capital from 146,136,404 shares [10]. - Amendments to the articles of association and governance systems are proposed to enhance corporate governance and align with legal requirements [11]. Additional Governance Revisions - The company has revised several governance systems, including those related to the prevention of fund occupation by controlling shareholders and related parties, and management of information disclosure [11][12]. - These revisions have been approved by the board and supervisory board and will be submitted for shareholder approval [11].