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].

Core Viewpoint - Tande Co., Ltd. is revising its articles of association and related documents to eliminate the supervisory board, transferring its responsibilities to the audit committee of the board of directors, in compliance with relevant laws and regulations [1][2][3]. Summary by Sections Company Articles Revision - The company will remove all references to the supervisory board throughout the articles of association [1]. - The revised articles will emphasize the protection of the rights of shareholders, employees, and creditors [1][2]. - The company will no longer maintain a supervisory board, with its powers being assumed by the audit committee of the board of directors [1][3]. Company Structure and Governance - The chairman of the board will serve as the legal representative of the company, with provisions for appointing a new representative within 30 days if the chairman resigns [3][4]. - The company’s assets will be divided into equal shares, with shareholders only liable for the company’s debts to the extent of their subscribed shares [4][5]. Shareholder Rights and Responsibilities - Shareholders will have the right to receive dividends and participate in decision-making processes according to their shareholdings [16][17]. - The articles will stipulate that shareholders must not abuse their rights to harm the company or other shareholders [24][25]. Operational Scope - The company’s business scope includes real estate development, leasing, property management, and investment activities [7][8]. Capital Structure - The total number of shares issued by the company is 864,122,521, with no other classes of shares [7][8]. - The company will adhere to principles of fairness and equality in share issuance, ensuring that all shares of the same class have equal rights [7][8]. Compliance and Reporting - The company will comply with legal and regulatory requirements regarding shareholder reporting and the disclosure of significant events [19][20]. - Shareholders holding more than 5% of voting shares must report their holdings and any changes within three days [19][20]. Board and Shareholder Meetings - The company’s board of directors and shareholders will have defined powers and responsibilities, including the approval of financial reports and major corporate decisions [46][47]. - The articles will specify the procedures for convening meetings and making decisions, ensuring compliance with legal standards [21][22]. External Guarantees - Any external guarantees provided by the company or its subsidiaries must be approved by the shareholders' meeting [46][47].

General Principles - The rules are established to strengthen the management of shares held by directors and senior management of Tiandi Source Co., Ltd. and their changes, in accordance with relevant laws and regulations [2][3] - These rules apply to the management of shares held by the company's directors and senior management [2] Share Trading Behavior Declaration and Information Disclosure - The company secretary is responsible for managing the identity and shareholding data of directors and senior management, and must report any violations to the Shanghai Stock Exchange [3][4] - Directors and senior management must declare their personal information within two trading days of any changes, including new appointments or resignations [3][4] - Accurate and timely reporting of shareholding data is mandatory, and any false data will incur legal responsibilities [3][4] Shareholding Changes Reporting - Directors and senior management must notify the company secretary two trading days in advance before buying or selling shares [4] - Any changes in shareholding must be reported to the Shanghai Stock Exchange within two trading days, including details such as the number of shares before and after the change [5][6] Restrictions on Share Sales - Directors and senior management are prohibited from selling shares under certain conditions, such as within six months of leaving the company or during investigations by regulatory authorities [8][9] - Violations of trading regulations will result in penalties from the China Securities Regulatory Commission and the Shanghai Stock Exchange [9] Transfer Limitations - Directors and senior management can only transfer a maximum of 25% of their total shareholding within a year, with specific exceptions for judicial enforcement or inheritance [6][7] - Newly acquired shares through various means are subject to specific transfer limits in the year of acquisition [7] Prohibited Trading Situations - Directors and senior management are not allowed to trade shares during specific periods, such as 15 days before the announcement of annual or semi-annual reports [9][10] - They are also prohibited from engaging in derivative transactions involving the company's shares [9][10] Additional Provisions - Any matters not covered by these rules will be governed by relevant laws and regulations [10] - The rules will take effect upon approval by the company's board of directors [10]

Core Viewpoint - The document outlines the fundraising management measures of Tiandi Source Co., Ltd., aiming to standardize the use and management of raised funds, enhance their effectiveness, and protect investors' rights [2][3]. Group 1: General Principles - The company establishes these measures based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2]. - The term "raised funds" refers to money obtained through public securities issuance, excluding funds raised for equity incentive plans [2]. Group 2: Fund Storage - The company must store raised funds in dedicated accounts to facilitate usage and supervision [4]. - A tripartite supervision agreement must be signed with the sponsoring institution or independent financial advisor and the commercial bank within one month of the funds being received [4][5]. Group 3: Fund Usage - The company must use raised funds prudently, ensuring alignment with the commitments made in the issuance application documents [8]. - Any significant changes in the market environment or project status must prompt a re-evaluation of the project's feasibility and expected returns [14]. Group 4: Fund Management and Supervision - The company’s relevant departments must regularly check the usage of raised funds, including the status of dedicated accounts and project implementation progress [33]. - The board of directors must conduct a comprehensive review of the progress of fundraising projects every six months and issue a special report on the status of fund storage and usage [34].

General Principles - The asset write-off management system aims to accurately measure the value of the company's assets, clarify the confirmation and measurement of asset loss write-offs, and standardize the accounting treatment and disclosure of asset loss write-offs to ensure the objectivity and authenticity of the financial situation [2] Asset Loss Write-off - Accounts receivable can be written off as bad debt loss if they meet certain conditions, such as the debtor declaring bankruptcy, being deceased, or being overdue for more than three years with evidence of inability to repay [4] - Other assets can be written off if a 100% impairment provision has been made and there is conclusive evidence that the asset has incurred a loss [3] Approval Process and Authority - The approval process for asset write-offs is tiered based on the amount, with different thresholds for the company president's office, board of directors, and shareholders' meeting [4] - The finance management department is responsible for summarizing bad assets that meet write-off conditions and submitting them for approval [4] - Approved write-offs must be processed in the accounting records promptly, and tax write-off procedures should be actively handled [4] Supplementary Provisions - Any matters not covered by this system will follow relevant laws, regulations, and accounting standards [6] - Amendments to this system must be proposed by the board of directors and approved by the shareholders' meeting [6] - The board of directors is responsible for interpreting this system, which will take effect upon approval by the shareholders' meeting [6]

Core Points - The company has established a system for accountability regarding significant errors in annual report disclosures to enhance the quality and transparency of information [2][7] - The system applies to various personnel including directors, senior management, and controlling shareholders, ensuring comprehensive coverage of those involved in the disclosure process [2][6] - The principles guiding the system include objectivity, accountability, and the alignment of rights and responsibilities [2][4] Summary by Sections Chapter 1: General Provisions - The purpose of the system is to improve the company's operational standards and increase the accountability of those responsible for annual report disclosures [2] - The system is applicable to individuals whose actions lead to significant economic losses or adverse social impacts due to disclosure errors [2][6] Chapter 2: Identification and Accountability - Specific circumstances warranting accountability include violations of laws and regulations that result in significant disclosure errors [6] - Severe consequences are outlined for individuals whose actions are deemed to have serious repercussions due to subjective factors [6][8] Chapter 3: Forms and Types of Accountability - The company may impose economic penalties alongside other forms of accountability for responsible parties [10] - Various forms of penalties include reprimands, demotions, and potential termination of employment [6][8] Chapter 4: Supplementary Provisions - The system will be revised in accordance with new laws and regulations, ensuring compliance and relevance [7] - The board of directors is responsible for interpreting and amending the system as necessary [7]

天地源股份有限公司 对外捐赠管理办法 第一章 总 则 第一条 为进一步规范天地源股份有限公司（以下简称公司）及下属控股子公司对外捐 赠行为，加强公司对捐赠事项的管理，更好的履行社会责任，根据《中华人民共和国公益事 业捐赠法》 《中华人民共和国公司法》等法律、法规以及《天地源股份有限公司章程》 （以下 简称公司章程）相关规定，制定本办法。 第二条 本办法所称"对外捐赠"，是指公司以公司名义在帮助社会抵抗自然灾害、构 建和谐生态环境、救助危困群体、增加社会福利等公益性社会活动中捐赠公司财产的行为。 第三条 对外捐赠应当遵循《中华人民共和国公益事业捐赠法》以及国家其他有关法律、 法规的规定，通过依法成立的公益性社会团体和公益性非营利的事业单位或者相应政府部门 进行。特殊情况下，也可以通过合法的新闻媒体等进行。 第三章 对外捐赠的类型 第八条 捐赠的类型： （一）公益性捐赠，即向教育、科学、文化、卫生医疗、公共安全、体育事业和环境保 护、社会公共设施建设的捐赠。 （二）救济性捐赠，即向遭受自然灾害或者国家确认的"老、少、边、穷"等地区以及 困难的社会弱势群体和个人提供的用于生产、生活救济、救助的捐赠。 （三）其他捐赠 ...

Core Points - The article outlines the salary management system for the executives of Tiandi Source Co., Ltd, aiming to promote sustainable development and establish a reasonable salary level while adhering to national regulations [2][4][14] Chapter Summaries General Principles - The salary management for executives is based on effective incentives, balanced distribution between executives and employees, and a regulated order to promote healthy corporate development [2][4] Basic Annual Salary - The basic annual salary consists of a base salary determined by the board and a distribution coefficient, with the coefficient for the main executive set at 1 and for deputy executives between 0.6 and 0.9 [4][6] - The basic annual salary is paid monthly and is not linked to performance evaluations [6][7] Performance Annual Salary - The performance annual salary is linked to the company's annual performance evaluation, calculated using the basic salary, performance adjustment coefficient, and annual target responsibility assessment coefficient [6][8] - The performance adjustment coefficient ranges from 0.7 to 1.5, while the annual target responsibility assessment coefficient can range from 0 to 2.0 [8][9] Term Incentive Income - The term incentive income is based on the evaluation results during the executive's term and can be up to 30% of the total annual salary [9][10] - If an executive is deemed incompetent, they are not eligible for term incentive income [10][11] Welfare and Benefits - Executives participate in basic social insurance and other benefits, which are managed within the salary system but do not count towards the annual salary cap [11][12] Special Rewards - Special rewards are proposed by the remuneration and assessment committee for outstanding achievements in various areas, combining material and spiritual incentives [12][13] Management and Supervision - The company implements a clawback system for executives in case of significant errors leading to major losses, allowing for the deduction of performance and term incentive income [13][20] - Executives are prohibited from receiving any form of remuneration from other entities while holding their positions [20][21] Final Provisions - The salary management system requires approval from the board and shareholders, replacing previous salary management methods [14][14]