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].

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].