Core Points - The article outlines the establishment and operational guidelines of the Nomination Committee of Tiandi Source Co., Ltd, aimed at optimizing the board composition and enhancing corporate governance [2][4]. Group 1: General Provisions - The Nomination Committee is established to regulate the nomination of board candidates and senior management, based on relevant laws and the company's articles of association [2]. - The committee is responsible for formulating selection criteria and procedures for board members and senior management candidates, as well as reviewing their qualifications [2]. Group 2: Composition of the Committee - The committee consists of three directors, with at least two being independent directors [3]. - The committee members are nominated by the chairman, more than half of the independent directors, or at least one-third of all directors, and elected by the board [3]. Group 3: Responsibilities and Authority - The committee proposes nominations for directors and senior management, as well as other matters authorized by laws, regulations, and the board [4]. - The committee is accountable to the board, which is expected to respect its recommendations regarding candidates [4]. Group 4: Decision-Making Procedures - The nomination process involves communication with relevant departments, qualification reviews, and presenting candidates to the board for approval [4][5]. - The committee can convene meetings as needed, with a requirement for two-thirds of members to be present for decisions [5][6]. Group 5: Meeting Rules - Meetings can be held with prior notice or in urgent situations without prior notice, and decisions require a majority vote [6][7]. - The committee may invite directors and senior management to attend meetings and can hire external advisors for professional opinions if necessary [6][7]. Group 6: Miscellaneous Provisions - The rules state that any unaddressed matters should comply with national laws and the company's articles of association [8]. - The rules come into effect upon approval by the shareholders' meeting and can be amended by the board for shareholder approval [8].

Core Viewpoint - The article outlines the management system for related party transactions of Tiandi Source Co., Ltd, emphasizing the principles of fairness, justice, and openness to protect the interests of the company and all shareholders [2][3]. Group 1: Definition and Identification of Related Parties - Related party transactions are defined as transactions involving the transfer of resources or obligations between the company, its subsidiaries, and related parties, including various forms of control and ownership [4][5]. - Related parties include both legal entities and natural persons who have significant control or ownership stakes in the company, specifically those holding more than 5% of shares [6]. Group 2: Reporting and Disclosure Requirements - Company directors, senior management, and significant shareholders must report related party lists and relationships to the board for proper management [8]. - Transactions exceeding certain thresholds, such as 300,000 yuan for natural persons and 30 million yuan for legal entities, require approval from independent directors and must be disclosed to the board [9][10]. Group 3: Decision-Making Procedures - Related directors must abstain from voting on transactions where they have a conflict of interest, ensuring that decisions are made by non-related directors [10][12]. - The company cannot provide financial assistance to related parties unless specific conditions are met, including approval from non-related directors and the shareholders' meeting [13][12]. Group 4: Exemptions and Special Cases - Certain transactions, such as those providing unilateral benefits without obligations, may be exempt from the usual approval and disclosure requirements [15]. - If a transaction involves purchasing assets at a price exceeding 100% of the book value without guarantees, the company must provide specific justifications [16][17]. Group 5: Disclosure of Related Transactions - The company must submit various documents to the Shanghai Stock Exchange when disclosing related transactions, including board resolutions and relevant contracts [20]. - Annual and semi-annual reports must include significant related transactions that occurred during the reporting period, categorized appropriately [27].

Core Points - The company has established a system for independent directors to enhance governance and internal control, ensuring their role in information disclosure is effectively utilized [1][2] - Independent directors are required to fulfill their responsibilities diligently and maintain the overall interests of the company during the annual report preparation and disclosure process [1][2] - The management must provide a comprehensive report on the company's operational status and significant events to independent directors at the end of each fiscal year [1][2] Summary by Sections - **Independent Directors' Responsibilities** - Independent directors must perform their duties in accordance with relevant laws and regulations, ensuring the integrity of the company's interests [1][2] - They are allowed to express independent opinions on significant matters such as external guarantees in the annual report [2] - Independent directors are required to sign written confirmation of the annual report and disclose any disagreements regarding its authenticity or completeness [2] - **Communication and Coordination** - The company’s financial director must submit the annual audit plan and related materials to independent directors before the auditors commence their work [1][2] - A meeting between independent directors and auditors must be arranged after the preliminary audit opinion is issued to discuss any issues identified during the audit [2] - The company must ensure that independent directors can effectively exercise their powers and provide necessary conditions for them to perform their duties [2] - **Confidentiality and Compliance** - Independent directors have a confidentiality obligation during the annual report preparation and must prevent insider information leaks and illegal trading [2] - The board of directors is responsible for interpreting this system, which will be implemented after approval [2]

Core Points - The article outlines the work regulations of the Audit Committee of Tiandi Source Co., Ltd, emphasizing its role in supervising financial information, internal controls, and auditing processes [1][2] - The Audit Committee is established as a specialized working body of the Board of Directors, consisting of three directors who are not senior management, including two independent directors and one employee representative [1][2] - The committee's main responsibilities include reviewing financial information, supervising external and internal audits, and evaluating internal controls [3][4] Group 1: Committee Composition - The Audit Committee consists of three members, with at least one independent director being a professional in accounting [2] - The term of the Audit Committee members aligns with that of other directors, not exceeding three years, and members automatically resign if they cease to be directors [2][3] Group 2: Responsibilities and Powers - The Audit Committee's primary duties include reviewing financial reports, supervising external audit work, and evaluating internal audit processes [3][4] - The committee has the authority to propose the hiring or dismissal of external auditors and to oversee the internal audit department [3][4][5] Group 3: Meeting Procedures - The Audit Committee is required to meet at least once a quarter, with provisions for special meetings as needed [9][10] - Meetings must be attended by at least two-thirds of the members to be valid, and decisions require a majority vote [9][10] Group 4: Reporting and Documentation - The committee must document meeting proceedings and decisions, which are to be reported to the Board of Directors [10][11] - Confidentiality is mandated for all members regarding the matters discussed in meetings [10]

Core Points - The establishment of the Compensation and Assessment Committee aims to enhance the management of compensation and assessment for directors and senior management, improving corporate governance [1] - The committee is responsible for formulating assessment standards and compensation policies for directors and senior management, reporting to the board of directors [1][3] Chapter Summaries Chapter 1: General Provisions - The committee is established in accordance with relevant laws and regulations to manage the compensation and assessment of directors and senior management [1] - The committee is accountable to the board of directors [1] Chapter 2: Composition - The committee consists of three directors, with at least two being independent directors [2] - The chairman of the committee is an independent director, elected by committee members and approved by the board [2] Chapter 3: Responsibilities and Authority - The committee proposes recommendations on the compensation of directors and senior management, as well as on stock incentive plans [3] - Compensation plans for directors require board approval and must be submitted to the shareholders' meeting for approval before implementation [3] Chapter 4: Decision-Making Procedures - The committee may establish working groups to prepare for decision-making, providing necessary financial and performance data [5] - The evaluation process for directors and senior management includes self-assessment and performance evaluation based on established standards [5] Chapter 5: Meeting Rules - Meetings require the presence of at least two-thirds of the committee members to be valid [7] - Decisions are made by a majority vote, and meetings can be held in person or via communication methods if necessary [8] Chapter 6: Supplementary Provisions - The board of directors is responsible for interpreting the rules, which take effect upon approval by the shareholders' meeting [8]

Core Points - The article outlines the information disclosure management system for Tiandi Source Co., Ltd. in the interbank bond market, aiming to standardize the issuance of debt financing instruments and protect investors' rights [2][3] - The system is established in accordance with regulations from the People's Bank of China and the National Association of Financial Market Institutional Investors [2][3] Information Disclosure Management - The company is responsible for timely, accurate, and complete disclosure of information that may significantly impact its debt financing instruments and repayment ability [2][3] - The Board of Directors leads and manages the information disclosure work, with the Chairman being the first responsible person [3][4] Disclosure Content and Standards - The main content of required disclosures includes issuance information, periodic information, and non-periodic information [8] - Issuance information must include audited financial reports for the last three years and the latest accounting statements [9][10] Periodic Information Disclosure - The company must disclose annual reports by April 30, semi-annual reports by August 31, and quarterly reports by April 30 and October 31 [14][15] - If the company cannot disclose periodic reports on time, it must provide an explanation before the deadline [15] Non-Periodic Information Disclosure - The company must disclose significant events that may affect its repayment ability or investors' rights in a timely manner [16] - Major events include changes in company name, significant operational changes, changes in key personnel, and legal issues [16][17] Disclosure Procedures - The procedures for information disclosure include the collection, preparation, review, and disclosure of information [22][23] - Major reports must be approved by the Board of Directors before disclosure [23] Responsibilities of Directors and Senior Management - Directors and senior management must diligently fulfill their responsibilities and ensure the accuracy and completeness of disclosure documents [24][25] - The Audit Committee supervises the compliance of directors and senior management with disclosure responsibilities [26] Confidentiality of Non-Public Information - Individuals with insider information must maintain confidentiality and report any significant events to the Board of Directors [31][32] Financial Management and Internal Control - The company must establish a sound financial management and accounting system to ensure the accuracy and timeliness of financial disclosures [32][33] Subsidiary Disclosure System - Subsidiaries must report significant information to the company's securities affairs department to ensure timely disclosure [35][36] Communication with Investors and Media - The company’s Secretary of the Board is responsible for investor relations activities, ensuring no undisclosed information is provided during communications [37][38]

Core Points - The article outlines the investor relations management system of Tiandi Source Co., Ltd, aiming to enhance communication with investors and maximize company value and shareholder interests [1][2][3] Group 1: Objectives and Principles of Investor Relations Management - The purpose of investor relations management includes establishing a management philosophy that respects investors and the market, enhancing communication through information disclosure, and ultimately maximizing company value and shareholder interests [2][3] - The basic principles of investor relations management are compliance, equality, proactivity, and honesty [2][3] Group 2: Communication Content and Methods - The communication content between the company and investors includes operational management information, financial status, new product or technology developments, major investment decisions, and other significant corporate activities [3][4] - The company can utilize various channels such as its official website, investor relations management sections, and platforms like Shanghai Stock Exchange for communication [4][5] Group 3: Responsibilities and Management Structure - The chairman of the board is the primary responsible person for investor relations management, while the board secretary handles specific tasks [8][9] - The investor relations management department is responsible for organizing communication activities, handling investor inquiries and complaints, and ensuring investors can exercise their rights [9][10] Group 4: Documentation and Record Keeping - The company must maintain comprehensive records of investor relations activities, including participant details, communication content, and any significant undisclosed information handling [12][13] - Investor relations management archives should be categorized and preserved for a minimum of three years [12][13]

Core Viewpoint - The company has established a comprehensive management approach for large-scale sales decisions to enhance the scientific and compliant nature of its sales processes, ensuring adherence to legal regulations and effective risk control [2][3]. Group 1: General Principles - The large-scale sales referred to in the document involve significant cumulative sales to a single client, excluding asset sales [2]. - The principles guiding the company's large-scale sales decisions include legality and compliance, risk control, market-oriented approaches, and legal supervision [2]. Group 2: Decision Authority for Large-Scale Sales - Regional companies are responsible for formulating sales plans based on specific projects and must obtain approval from their office meetings for sales amounts below 20 million yuan [3]. - Sales amounts between 20 million yuan and 50 million yuan require collective decision-making by the regional company's office meeting [3]. - For sales amounts of 50 million yuan and above, the regional company must submit the decision to the company's president's office meeting or board of directors for review [3]. Group 3: Supervision of Large-Scale Sales Decisions - Decisions made by the board of directors, president's office, and regional company office regarding large-scale sales must be reported to the internal audit department within three working days [3]. - The internal audit department is required to conduct at least one special audit of large-scale sales decisions annually, while the financial management department must perform at least one financial evaluation of large-scale sales each year [3]. Group 4: Additional Provisions - Any matters not covered by this management approach will be executed in accordance with relevant national laws, regulations, and the company's articles of association [5]. - The board of directors is responsible for interpreting this management approach, which will take effect upon approval by the board [5].

天地源股份有限公司 信息披露管理办法 （以下简称《公司章程》）的规定，制订本办 法。 第二条 本办法所称"信息"是指所有对公司证券及其衍生品种交易价格可能产生重大 影响或者证券监管机构要求披露的属于公司或者与公司有关的情况或事项。 本办法所称"披露"是指由公司及其他信息披露义务人在规定的时间，在规定的媒体， 以规定的方式向社会公众公布前述信息，并按规定报送证券监管部门。 本办法所称"信息披露义务人"是指公司及其董事、高级管理人员、股东、实际控制人， 收购人，重大资产重组、再融资、重大交易有关各方等自然人、单位及其相关人员，破产管 理人及其成员，以及法律、行政法规和中国证监会规定的其他承担信息披露义务的主体。 第三条 信息披露义务人应当及时依法履行信息披露义务。公司应当严格按照法律、法 规和《公司章程》的规定，真实、准确、完整地披露信息，简明清晰、通俗易懂，不得有虚 假记载、误导性陈述或者重大遗漏。 第一章 总 则 第一条 天地源股份有限公司（以下简称公司）为规范信息披露工作的管理，保护公司 股东、债权人及其他利益相关人的合法权益，提高信息披露质量，根据《中华人民共和国公 司法》《中华人民共和国证券法》（以下简 ...

Group 1 - The company has established a set of regulations for the audit committee to enhance governance structure and decision-making efficiency regarding annual financial report preparation and disclosure [1][3] - The internal audit department is responsible for facilitating communication and coordination between the audit committee and the accounting firm [1] - The audit committee is required to review the financial statements prepared by the company before the annual audit begins and provide written opinions [1][2] Group 2 - The audit committee must vote on the annual financial audit report and submit resolutions to the board of directors [2] - The company generally should not change the accounting firm during the annual audit period unless necessary, in which case the audit committee must evaluate the quality of both the previous and proposed firms [2] - The audit committee is responsible for maintaining confidentiality regarding the annual report and preventing any illegal activities such as insider trading [3]