Citic Securities Company Limited(600030) , AVIC Securities Co., Ltd
About Tianma Microelectronics Co.Ltd(000050)
Summary report on continuous supervision and recommendation
Sponsor No.: z20374000, z31936000 declaration time: March 1, 2022 basic information of the issuer
Company name: Tianma Microelectronics Co.Ltd(000050)
English Name: Tianma Microelectronics Co., Ltd
Stock abbreviation: shentianma a
Stock Code: Tianma Microelectronics Co.Ltd(000050)
Place of listing: Shenzhen Stock Exchange
Date of establishment: November 8, 1983
Registered capital: 245777661 yuan
Legal representative: Peng Xuhui
Registered address: 1918 Tianma Building, Liuxian Avenue, Beizhan community, Minzhi street, Longhua District, Shenzhen, Guangdong Office Address: 7 / F, building 64, majialong industrial city, Nanshan District, Shenzhen, Guangdong
Business scope: engaged in the design, manufacture and sales of display devices and related materials, equipment and products; Provide relevant technology development, technical consultation, technical services and technology transfer; Information technology services and consulting services; General freight; Acting sales and purchasing of display devices and related materials (excluding restricted items); Equipment leasing (excluding financial leasing); Own property lease; Operate import and export business (except for items prohibited by laws, administrative regulations and decisions of the State Council, and restricted items can be operated only after obtaining permission).
With the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) zjxk [2020] No. 1016 document, Tianma Microelectronics Co.Ltd(000050) (hereinafter referred to as “shentianma”, “the company” and “the issuer”) non publicly issued 409624610 RMB ordinary shares (A shares), with an issue price of 13.66 yuan per share and a total raised capital of 5595472200 yuan, After deducting the issuance expenses of 324894 million yuan, the net amount of raised funds was 55629828 million yuan. Grant Thornton Certified Public Accountants (special general partnership) (hereinafter referred to as “Grant Thornton”) verified the availability of funds for the company’s non-public offering of shares and issued the capital verification report “Grant Thornton YZ (2020) No. 110zc00291”. The net amount of the above-mentioned raised funds has been deposited into the special account for raised funds opened by the company for storage and management. 3、 Overview of sponsor work
Citic Securities Company Limited(600030) , AVIC Securities Co., Ltd. (hereinafter collectively referred to as “co sponsor” and “sponsor”) and the sponsor representatives have done the following main sponsor work for shentianma:
1. Conduct due diligence on the company and its major shareholders, organize the preparation of application documents and issue recommendation documents in accordance with laws, administrative regulations and the provisions of the CSRC; After submitting the recommendation documents, actively cooperate with the CSRC for examination, organize the company and other intermediaries to reply to the opinions of the CSRC, conduct due diligence or verification on specific matters related to this securities issuance and listing in accordance with the requirements of the CSRC, and conduct professional communication with the CSRC; Submit relevant documents required for recommending the listing of stocks to the stock exchange in accordance with the requirements of the Listing Rules of the stock exchange, and report to the CSRC for the record;
2. Supervise the company to improve its corporate governance structure and effectively implement and improve the system to prevent controlling shareholders, actual controllers and other related parties from illegally occupying the company’s resources; Effectively implement and improve the internal control system to prevent directors, supervisors and senior managers from damaging the interests of the company by taking advantage of their positions;
3. Supervise the company to effectively implement and improve the system to ensure the fairness and compliance of related party transactions, supervise the company to operate and manage related party transactions in strict accordance with relevant laws and regulations and the company’s management measures for related party transactions, and implement the internal approval procedures, information disclosure system and pricing mechanism of related party transactions, And express independent opinions on the related party transactions of the company;
4. Continue to pay attention to the commitment matters such as the special account storage of the company’s raised funds and the implementation of investment projects, and express independent opinions on the use of raised funds to replace the self owned funds invested in the investment projects of raised funds in advance;
5, pay close attention to the company’s business environment, business status and financial status, including the industry’s development prospects, changes in the national industrial policies, changes in main business and business models, the advanced and mature core technologies, the rationality of capital structure and the stability of business performance.
6. The on-site inspection and rectification report issued by the company shall be submitted to the company for regular on-site inspection and rectification, and the existing problems shall be notified by the company in writing;
7. Pay close attention to and supervise the company and its shareholders to fulfill relevant commitments;
8. Carefully review the company’s information disclosure documents and relevant documents;
9. Continue to pay attention to matters such as the guarantee provided by the issuer for others;
10. Regularly report relevant reports on continuous supervision to the regulatory authority. 4、 Major events and handling during the performance of recommendation duties
During the period when the recommendation institution performs its recommendation duties, the company has no major events that need to be handled by the recommendation institution. 5、 Explanation and evaluation of listed companies’ cooperation with sponsors
During the continuous supervision, the company can operate in accordance with the requirements of relevant laws, regulations and rules, and disclose information in a timely and accurate manner in accordance with the requirements of relevant laws, regulations and rules; For important matters, the company can timely notify and communicate with the sponsor, and provide relevant documents at the request of the sponsor. 6、 Description and evaluation of the securities service institutions’ participation in the work related to the issuance and listing of securities. The securities service institutions employed by the company are able to perform their corresponding work duties with diligence and diligence. In the process of due diligence recommendation of the recommendation institution, the securities service institution hired by the company can issue professional opinions in accordance with the provisions of relevant laws and regulations, and actively cooperate with the coordination and verification of the recommendation institution. During the continuous supervision of the sponsor on the company, the securities service institution hired by the company shall issue relevant professional opinions in time according to the requirements of the exchange. 7、 Concluding comments on the review of information disclosure of listed companies
During the performance of duties, the sponsor reviewed the company’s information disclosure documents before or after the event, checked the content and format of the information disclosure documents and the relevant procedures to be performed, and the company has disclosed the information in accordance with the relevant provisions of the regulatory authorities and publicly issued various announcements in accordance with the law to ensure that all major information disclosures are timely, accurate, true and complete, There are no false records, misleading statements or major omissions. 8、 Concluding comments on the review of the use of raised funds of listed companies
After the funds raised in this offering are in place, the company, the sponsor and the deposit bank of the raised funds have timely signed the tripartite supervision agreement on raised funds, and the company strictly abides by the tripartite supervision agreement when using the raised funds; Comply with the provisions of relevant laws and regulations such as the Listing Rules of Shenzhen Stock Exchange, and there are no major violations of laws and regulations.
As of December 31, 2021, the funds raised by the company’s non-public offering of shares have been used up and the special account has been closed. 9、 Other declaration items required by the CSRC and the exchange
None.
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(there is no text on this page, which is the signature page of Citic Securities Company Limited(600030) , AVIC Securities Co., Ltd. summary report on Tianma Microelectronics Co.Ltd(000050) continuous supervision and recommendation)
Xiao Shaochun, Zhao Xu
Legal representative:
Zhang Youjun
Citic Securities Company Limited(600030) mm / DD / yyyy (there is no text on this page, which is the signature page of Citic Securities Company Limited(600030) and AVIC Securities Co., Ltd. summary report on Tianma Microelectronics Co.Ltd(000050) continuous supervision and recommendation)
Sponsor representative:
Guo Weiming, Yang Tao
Legal representative:
Congzhong
AVIC Securities Co., Ltd
