Tande C o . , L td. 天 地 源股 份 有 限公 司 | 证券代码：600665 | 证券简称：天地源 | 公告编号：临 | 2025-042 | | --- | --- | --- | --- | | 债券代码：242114 | 债券简称：24天地一 | | | | 债券代码：242304 | 债券简称：25天地一 | | | | 债券代码：259269 | 债券简称：25天地二 | | | | 债券代码：259414 | 债券简称：25天地三 | | | 天地源股份有限公司 2025年第一次临时股东会决议公告 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、准确性和完整性承担法律责任。 重要内容提示： 本次会议是否有否决议案：无 一、 会议召开和出席情况 （一）股东会召开的时间：2025 年 8 月 26 日 （二）股东会召开的地点：西安市高新区科技路 33 号高新国际商务中心数 码大厦 20 层会议室 （三）出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1、出席会议的股东和代理人人数 | 91 | | --- ...

陕西永嘉信律师事务所 关于 天地源股份有限公司 2025 年第一次临时股东会 之 法律意见书 （2025）陕永律意字 187 号 2025 年 8 月 26 日 西安市高新区锦业一路 10 号中投国际 B 座 24、25 层 电话 TEL：（029）81113051 ADD:F24/25,Block B,CIC International, No 10,Jinye First RD, 传真 FAX：(029) 82309827 High-tech zone, Xi'an, Shaanxi, China 邮编 POST CODE：710000 陕西永嘉信律师事务所 关于 天地源股份有限公司 2025 年第一次临时股东会 公司向本所保证，公司向本所提供的文件、资料（包括但不限于 有关人员的身份证明、股票账户卡、授权委托书、企业法人营业执照 等）、数据、所作的陈述和说明是完整、真实和有效的，复印件与原 件一致，且一切足以影响本法律意见书的事实和文件均已向本所披露， 而无任何隐瞒、疏漏之处。 之 法律意见书 （2025）陕永律意字 187 号 致天地源股份有限公司： 陕西永嘉信律师事务所（以下简称"本所"）接受天地源 ...

Group 1 - The stock price of Tiandi Source reached 3.49 yuan as of August 25, 2025, with an increase of 0.87% compared to the previous trading day [1] - The opening price on the same day was 3.47 yuan, with a highest point of 3.55 yuan and a lowest point of 3.44 yuan, resulting in a trading volume of 131,600 hands and a transaction amount of 46 million yuan [1] - Tiandi Source operates in the real estate development sector, covering residential development and commercial operations [1] Group 2 - A temporary shareholders' meeting is scheduled for August 26, 2025, to review multiple proposals, including amendments to the Articles of Association, adjustments to the board of directors' regulations, and the election of a new board of directors [1] - On August 25, 2025, the net inflow of main funds into Tiandi Source was 4.9504 million yuan, with a cumulative net inflow of 4.2595 million yuan over the past five days [1]

Core Viewpoint - Tian Di Yuan's stock price has shown fluctuations with a recent decline, while the company has experienced a notable increase in revenue and profit year-on-year [1][2]. Group 1: Stock Performance - On August 22, Tian Di Yuan's stock price fell by 2.27% to 3.44 CNY per share, with a trading volume of 15.19 million CNY and a turnover rate of 0.51%, resulting in a total market capitalization of 2.973 billion CNY [1]. - Year-to-date, Tian Di Yuan's stock price has increased by 9.90%, with a 2.08% rise over the last five trading days, 1.78% over the last twenty days, and 8.52% over the last sixty days [2]. Group 2: Financial Performance - For the period from January to March 2025, Tian Di Yuan achieved a revenue of 1.068 billion CNY, representing a year-on-year growth of 204.86% [2]. - The company has cumulatively distributed dividends amounting to 1.448 billion CNY since its A-share listing, with 103 million CNY distributed over the last three years [2]. Group 3: Shareholder Information - As of March 31, 2025, the number of shareholders for Tian Di Yuan was 34,300, a decrease of 3.52% from the previous period, with an average of 25,162 circulating shares per shareholder, an increase of 3.65% [2]. - Among the top ten circulating shareholders, the Southern CSI Real Estate ETF ranked as the seventh largest, holding 5.4302 million shares, an increase of 2.0283 million shares compared to the previous period [3].

天地源股份有限公司 2025 年第一次临时股东会会议文件 天地源股份有限公司 2025 年第一次临时股东会会议文件 二〇二五年八月二十六日 西 安 天地源股份有限公司 2025 年第一次临时股东会会议文件 天地源股份有限公司 2025 年第一次临时股东会会议文件 目 录 | 一、关于召开 2025 年第一次临时股东会的通知 | 2 | | --- | --- | | 二、2025 年第一次临时股东会会议议程 | 10 | | 三、2025 年第一次临时股东会会议须知 | 12 | | 四、会议议题 | | | 非累积投票议案 | | | （一）关于修订《公司章程》及附件的议案 | 13 | | （二）关于修订《董事会战略委员会工作条例》的议案 | 69 | | （三）关于修订《董事会提名委员会工作条例》的议案 | 71 | | （四）关于修订《董事会审计委员会工作条例》的议案 | 73 | | （五）关于修订《董事会薪酬与考核委员会工作条例》的议案 | 78 | | （六）关于修订《关联交易管理制度》的议案 | 80 | | （七）关于修订《累积投票制实施细则》的议案 | 84 | | （八）关于集中修订相关 ...

Group 1 - The core point of the news is that Xi'an High-tech Industrial Development Zone Real Estate Development Co., Ltd. has pledged 13.15 million shares of Tiandi Source, accounting for 15.22% of the total share capital [1] - After this pledge, the total pledged shares by the top ten shareholders of Tiandi Source account for 50% of their total holdings [1] - The pledge started on August 4, 2025, and the total number of pledged shares by Xi'an High-tech Industrial Development Zone Real Estate Development Co., Ltd. has reached 24.9 million shares [1] Group 2 - Tiandi Source reported a main revenue of 1.068 billion yuan in Q1 2025, representing a year-on-year increase of 204.86% [3] - The net profit attributable to the parent company was -61.81 million yuan, showing a year-on-year increase of 23.63% [3] - The company has a debt ratio of 86.34% and a gross profit margin of 16.54% [3]

Group 1 - The company held the 17th meeting of the 10th Supervisory Board on August 5, 2025, with all 7 supervisors present, complying with relevant laws and regulations [2][3]. - The Supervisory Board approved a proposal to abolish the Supervisory Board and terminate the "Rules of Procedure for Supervisory Meetings," transferring its powers to the Audit Committee of the Board of Directors [2][5]. - The proposal will be submitted to the shareholders' meeting for approval, and until then, the Supervisory Board will continue to perform its duties as per the law and company regulations [3][4]. Group 2 - The company expressed gratitude to all supervisors for their contributions to the company's development during their tenure [5]. - The voting results for the proposal were unanimous, with 7 votes in favor, 0 against, and 0 abstentions [5].

Meeting Details - The first extraordinary general meeting of shareholders for Tande Co., Ltd. is scheduled for August 26, 2025, at 14:45 [2][4] - The meeting will be held at the High-tech International Business Center, Xi'an [4][8] - Voting will be conducted through a combination of on-site and online methods using the Shanghai Stock Exchange's voting system [2][4] Voting Procedures - Shareholders can vote via the Shanghai Stock Exchange's online voting system from 9:15 to 15:00 on the day of the meeting [4][6] - Specific procedures for margin trading, transfer, and other related accounts must follow the relevant regulations [4][6] - Shareholders holding multiple accounts can aggregate their voting rights across all accounts [6][7] Agenda Items - The meeting will review various proposals, with specific voting types for different shareholder categories [6][8] - Proposals have been disclosed in advance through multiple media outlets [5][6] - There are no proposals requiring abstention from related shareholders [6] Attendance and Registration - Shareholders registered by the close of trading on August 20, 2025, are eligible to attend [8][9] - Registration requires specific documentation, including identification and authorization letters for proxies [10][11] Additional Information - Shareholders are responsible for their own travel and accommodation expenses [12] - Contact information for inquiries is provided, including a phone number and email address [11]

Core Viewpoint - Tande Co., Ltd. is undergoing a board re-election process, with the current board's term ending and new candidates being proposed for the 11th board, which will be submitted for shareholder approval [2][3]. Group 1: Board Composition and Election - The board will consist of 11 members, including 6 non-independent directors and 4 independent directors, as per the company's articles of association [2]. - The company has nominated Zhao Ji, Zhang Muqiang, Liu Tao, Wang Tao, Liu Hong, and Xu Yan as candidates for the 11th board of directors, and Qiang Li, Zhang Junrui, Li Cheng, and Yang Naiding as independent director candidates [2][3]. - The election will be conducted through a cumulative voting method at the shareholders' meeting, with a term of three years starting from the election date [2]. Group 2: Employee Representation - The company plans to amend its articles of association to include one employee representative on the board, elected by the employees without requiring shareholder approval [3]. Group 3: Director Allowances - The 48th meeting of the 10th board has approved a proposal regarding the allowances for the directors of the 11th board [3].

Core Viewpoint - Tande Co., Ltd. announced the release and re-pledging of shares by its controlling shareholder, Xi'an High-tech Industry Development Zone Real Estate Development Co., Ltd., which holds 57.52% of the company's total shares [2][4]. Group 1: Share Pledge Details - The controlling shareholder released 131,500,469 shares from pledge, accounting for 26.46% of its holdings and 15.22% of the company's total shares on August 4, 2025 [4][7]. - Following the release, the controlling shareholder re-pledged 131,500,469 shares, resulting in a total of 248,500,469 shares pledged, which is 50.00% of its holdings and 28.76% of the company's total shares [2][4]. - As of the announcement date, the remaining pledged shares amount to 117,000,000, which is 23.54% of the controlling shareholder's holdings and 13.54% of the company's total shares [4][8]. Group 2: Financial Implications - The controlling shareholder has a financing balance of RMB 250 million (approximately $36.5 million) secured by the pledged shares, which is expected to be repaid through operational income [7][8]. - The pledge will not significantly impact the company's main business, financing credit, or operational sustainability [8]. - There are no major asset restructuring or performance compensation obligations associated with the pledged shares [8].