天地源股份有限公司 第二条 本办法所称企业负责人是指在公司领取薪酬的公司总裁、党委副书记、纪委书 记、常务副总裁、副总裁、财务总监、董事会秘书及其他按照规定程序任命的高层管理人员。 第三条 企业负责人薪酬管理遵循以下原则： (一)坚持有效激励。按照现代企业制度的方向，健全企业负责人薪酬分配的激励和约束 机制，将物质激励与精神激励相结合，强化企业负责人责任，增强企业发展活力。 (二)坚持统筹兼顾。形成企业负责人与企业员工之间的合理工资收入分配关系。 (三)坚持规范秩序。完善薪酬监管体制机制，规范收入分配秩序，促进企业健康发展。 第四条 企业负责人薪酬由基本年薪、绩效年薪、任期激励收入三部分构成。 企业负责人薪酬管理办法 第一章 总则 第一条 为促进天地源股份有限公司(以下简称公司)持续健康发展，合理确定并严格规 范企业负责人薪酬水平，同时发挥薪酬激励作用，根据中省市关于深化国有企业负责人薪酬 制度改革相关实施意见要求，结合公司实际，制定本管理办法。 企业负责人薪酬为税前收入，应依法缴纳个人所得税。 第二章 基本年薪 第五条 基本年薪是指企业负责人的年度基本收入。应发基本年薪依据基本年薪基数及 企业负责人分配系数 ...

Group 1 - The company held its third temporary board meeting of the ninth session on July 25, 2025, with all nine directors present [2][3][4] - The board approved the formulation of the "Management Measures for the Compensation of Enterprise Leaders" and "Management Measures for the Performance Assessment of Enterprise Leaders" [5][6] - The board also approved a proposal to change the company's directors, nominating Li Bo as a candidate for a non-independent director [9][10] Group 2 - The company announced the convening of its first temporary shareholders' meeting of 2025, scheduled for August 12, 2025 [19][20] - The meeting will combine on-site voting and online voting, with a registration date of August 5, 2025 [21][22] - Shareholders can participate in the meeting either in person or through a proxy, and specific registration procedures are outlined [26][27] Group 3 - The company provided a guarantee for its subsidiary, Tianjin Sanhuan Lexi New Materials Co., Ltd., for a loan of RMB 100 million from the Export-Import Bank of China [35][36] - The guarantee is within the approved limit of RMB 1.1 billion for the subsidiary, as previously disclosed [35][36] - The subsidiary's financial indicators as of December 31, 2024, include total assets of RMB 2.976 billion and net profit of RMB 47.835 million [37]

Core Points - The company is holding its second extraordinary general meeting of shareholders in 2025 to discuss the revision of the performance assessment management measures for senior executives [1][4]. - The meeting will ensure that shareholders can exercise their rights and maintain order and efficiency during the proceedings [2][3]. Proposal Summary - The proposal aims to revise the "Performance Assessment Management Measures for Senior Executives" to enhance the incentive and restraint mechanisms for corporate leaders, aligning with national and group-level requirements [4][5]. - The revised measures will be divided into two parts: "Compensation Management Measures for Corporate Leaders" and "Performance Assessment Management Measures for Corporate Leaders" [4][5]. Meeting Agenda - The meeting will commence with the introduction of key attendees and the announcement of the number of shareholders present [3]. - The agenda includes the election of representatives for vote counting, reviewing proposals, addressing shareholder inquiries, and announcing voting results [3][4]. Compensation Management Principles - The compensation management for corporate leaders will focus on strategic alignment, goal orientation, classification management, and a robust transmission mechanism for responsibilities and benefits [5][6]. - The annual salary structure will consist of a basic salary, performance salary, and long-term incentive income, with specific formulas for calculation based on company performance [7][8]. Performance Assessment Criteria - The performance assessment will include both annual and term assessments, with a focus on social and economic benefits, where social benefits account for 55% and economic benefits for 45% of the total score [18][19]. - The assessment targets for annual operating income and net profit will be set based on previous year's performance, with specific growth percentages outlined [19][20]. Accountability Measures - The company will implement strict accountability measures for corporate leaders who violate compensation regulations or cause significant financial discrepancies, including potential salary deductions and disciplinary actions [27][28]. - The annual performance assessment results will be a critical factor in determining the remuneration and potential penalties for corporate leaders [28][29].