Tianma Microelectronics Co.Ltd(000050) independent director
Independent opinions on relevant matters of the company
In accordance with the provisions of laws, regulations and normative documents such as the Listing Rules of Shenzhen Stock Exchange listed companies, the guiding opinions on the establishment of independent director system in listed companies and the working system of independent directors, we, as independent directors of the company, express independent opinions on relevant matters of the company based on independent judgment as follows:
1、 Special instructions and independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external guarantee
As an independent director of Tianma Microelectronics Co.Ltd(000050) in accordance with the spirit of the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (Zheng Jian Fa [2003] No. 56) issued by the CSRC and the notice on strengthening the capital occupation and illegal guarantee information disclosure of listed companies (Shenzhen Ju FA Zi [2004] No. 338) issued by the Shenzhen Securities Regulatory Bureau, With a serious and responsible attitude, we checked the external guarantee of the company. The relevant information is as follows:
External guarantee of the company: during the reporting period, the subsidiary Xiamen Tianma Microelectronics Co., Ltd. pledged 15% equity of Xiamen Tianma Display Technology Co., Ltd. to Xiamen Itg Group Corp.Ltd(600755) Holding Group Co., Ltd., Xiamen Jinyuan Investment Group Co., Ltd., Xiamen Torch Group Co., Ltd., Xiamen Xiangyu Co.Ltd(600057) Group Co., Ltd, The total amount of creditor’s rights guaranteed by equity pledge is 3150 million yuan. Company’s guarantee to subsidiaries: there was no new company’s guarantee to subsidiaries during the reporting period. Guarantee from subsidiaries to subsidiaries: there was no guarantee from new subsidiaries to subsidiaries during the reporting period.
As of the end of the reporting period, the company’s guarantee balance was 1377225 million yuan, and the total amount of actual guarantee at the end of the reporting period accounted for 39.49% of the company’s net assets.
After careful inspection, the capital transactions between the company and related parties are normal, and there is no non operational occupation of the company’s funds by the controlling shareholders and their related parties.
We believe that during the reporting period, the company standardized the external guarantee in accordance with the articles of association and other provisions, controlled the risk of external guarantee, strictly implemented the relevant provisions of the notice on Several Issues Concerning Regulating the capital exchanges of related parties of listed companies and external guarantee of listed companies, and strictly controlled the risk of external guarantee and the risk of occupation of funds by related parties. During the reporting period, the company did not provide external guarantees in violation of regulations, nor did it occupy the company’s funds in violation of regulations by the company’s controlling shareholders and other related parties.
2、 Independent opinions on profit distribution plan in 2021
Audited by Dahua Certified Public Accountants (special general partnership), the parent company realized a net profit of 245.11 million yuan in 2021, plus 210.73 million yuan of undistributed profit at the beginning of the year, deducting 172.04 million yuan of common stock dividends paid in the current year and 24.51 million yuan of surplus reserve, and 259.29 million yuan of distributable profit at the end of the year.
The net profits of the parent company in 2019, 2020 and 2021 were 155.69 million yuan, 135.66 million yuan and 245.11 million yuan respectively, with a total of 536.46 million yuan in the three years.
The company plans to distribute cash of RMB 0.70 (tax included) for every 10 shares to all shareholders based on the total share capital of 2457747661 shares on December 31, 2021, with a total dividend of RMB 17204233627.
In this year, 0 bonus shares will be given, and the capital stock will not be increased with the accumulation fund.
Before the implementation of this profit distribution plan, if the share capital of the company changes, the distribution proportion will be adjusted accordingly according to the principle of unchanged total distribution.
We believe that the profit distribution plan of the company in 2021 complies with the relevant provisions of laws and regulations and the actual situation of the company. Accordingly, we agree to the proposal on profit distribution and dividend distribution in 2021 deliberated at the 32nd meeting of the ninth board of directors of the company, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
3、 Independent opinion on internal control evaluation report in 2021
After verification, we believe that the company has established a relatively perfect internal control system, the existing internal control system has covered all levels and links of the company’s production and operation, meets the requirements of relevant national laws, regulations and regulatory authorities, the implementation of the internal control system is effective, and has played a good normative role in the company’s current production and operation.
The key activities of the company’s internal control are carried out in accordance with the provisions of the company’s internal control systems. The company’s internal control over holding subsidiaries, related party transactions and information disclosure is strict, sufficient and effective, ensuring the normal operation and management of the company, which is reasonable, complete and effective. We believe that the 2021 internal control evaluation report issued by the company truly and objectively reflects the actual situation of the construction of the company’s internal control system, the implementation and supervision of the internal control system.
4、 Independent opinions on chairman’s remuneration in 2021
The remuneration of the chairman of the company in 2021 is determined according to the relevant systems and regulations of the company, combined with the business situation in 2021 and after the assessment of personal daily work, which is in line with the relevant systems and regulations, actual situation and performance of the company. Accordingly, we agree to the proposal on chairman’s remuneration in 2021 deliberated at the 32nd meeting of the ninth board of directors of the company, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
5、 Independent opinions on the remuneration of senior managers in 2021
The salary of the company’s senior managers in 2021 is determined according to the company’s relevant systems and regulations, combined with the business situation in 2021, and after assessing their daily work, which is in line with the company’s relevant systems and regulations, actual situation and performance. Accordingly, we agree to the proposal on the remuneration of senior managers in 2021 considered at the 32nd meeting of the ninth board of directors of the company. 6、 Independent opinions on the forecast of daily connected transactions in 2022
The transactions between the company and its subsidiaries and related parties can make full use of the industrial advantages of related parties, which is conducive to resource integration, promote professional management, give play to synergy and maximize efficiency. The transaction price of related party transactions is determined by reference to the market price of similar transactions. The price is fair and reasonable, and there is no damage to the interests of all shareholders, especially small and medium-sized shareholders. All related party transactions of the company have no impact on the independence of the company, and the main business of the company will not rely on or be controlled by related parties due to such transactions.
The affiliated directors avoided the voting process according to law, and did not exercise the voting right on behalf of the non affiliated directors. After the related directors withdrew, the non related directors attending the meeting voted on the proposal. The voting procedure shall comply with the provisions of relevant laws and regulations and the articles of association.
Accordingly, we agree to the proposal on the prediction of daily connected transactions in 2022 considered at the 32nd meeting of the ninth board of directors of the company.
7、 Independent opinions on the continuous risk assessment report of AVIC Finance Co., Ltd
The independent directors of the company carefully reviewed the relevant materials of AVIC Finance Co., Ltd. (hereinafter referred to as “AVIC finance”), and found no major defects in the risk management of AVIC finance, and no risk problems in the related deposit, loan and other financial services between the company and AVIC finance. The independent opinions are as follows:
We believe that aviation industry finance, as a non bank financial institution, its business scope, business content and process, internal risk control system and other measures are strictly supervised by the CBRC. The financial service business carried out by aviation industry finance to the company is normal commercial service, and there is no situation that damages the rights and interests of the company and all shareholders, especially small and medium-sized shareholders.
The affiliated directors avoided the voting process according to law, and did not exercise the voting right on behalf of the non affiliated directors. After the related directors withdrew, the non related directors attending the meeting voted on the proposal. The voting procedure shall comply with the provisions of relevant laws and regulations and the articles of association.
Accordingly, we agree to the report on continuous risk assessment of AVIC Finance Co., Ltd. considered at the 32nd meeting of the ninth board of directors of the company.
Independent director: Wang Susheng, Chen Zetong
Chen Han, Zhang Jianhua
March 11, 2002
