About Tianma Microelectronics Co.Ltd(000050)
Special verification opinions on the implementation of financial service agreements and relevant risk control measures
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ) AVIC Securities Co., Ltd. (hereinafter referred to as “AVIC securities”, Citic Securities Company Limited(600030) and AVIC securities are collectively referred to as “co sponsor”) as the co sponsor of Tianma Microelectronics Co.Ltd(000050) (hereinafter referred to as “shentianma” and “the company”) for the continuous supervision of the non-public offering of A-Shares (hereinafter referred to as “this non-public offering”) in 2019, In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 13 – recommendation business, the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 7 – transactions and related party transactions, Special verification was conducted on the implementation of the financial service agreement and relevant risk control measures of shentianma in 2021. The verification results and verification opinions are as follows:
1、 Completeness of financial services agreement terms
(I) terms and conditions of financial service agreement
According to the needs of the company’s business development, and approved by the 17th meeting of the ninth board of directors and the fourth extraordinary general meeting of shareholders in 2020, the company and its related party AVIC Finance Co., Ltd. (hereinafter referred to as “AVIC finance”) signed the financial service agreement. The main terms of the agreement are as follows: 1. Both parties of the transaction
Party A: Tianma Microelectronics Co.Ltd(000050)
Party B: AVIC Finance Co., Ltd
2. Transaction content
Deposit service, loan service, settlement service, guarantee service and other financial services that can be provided by aviation industry finance and approved by the CBRC.
3. Transaction amount
In consideration of financial control and transaction rationality, Party A and Party B shall make corresponding restrictions on the amount of deposit service transactions between Party A and its subsidiaries and Party B. Party B shall assist Party A in monitoring and implementing such restrictions. During the validity of this agreement, The maximum daily deposit balance (including accrued interest) deposited by Party A and its subsidiaries to Party B on each day shall not exceed RMB 2 billion (including RMB converted from foreign currency). If Party A’s deposit in Party B exceeds the maximum deposit limit due to settlement and other reasons, Party B shall transfer the excess deposit to the bank accounts of Party A and its subsidiaries within 3 working days.
During the term of this agreement, Party A and Party B agree that the comprehensive credit line that can be recycled is RMB 7 billion (including RMB converted from foreign currency), which is used for loans, bill acceptance and discount, letter of guarantee, financial leasing and factoring of accounts receivable. When Party B handles loans, bill acceptance and discount, letter of guarantee, financial leasing, accounts receivable factoring and other businesses to Party A’s subsidiaries, it shall ensure that Party A’s subsidiaries have been authorized by Party A.
4. Transaction pricing
(1) Deposit service: for RMB deposits, the interest rate at which Party B absorbs deposits from Party A and its subsidiaries shall not be lower than the lower limit of the benchmark interest rate for the same period stipulated by the people’s Bank of China for such deposits; For foreign currency deposits, Party B shall calculate and pay interest according to the corresponding deposit category and the listed interest rate of the people’s Bank of China. Party B shall float the listed interest rate according to the market situation and the principle of not lower than the listed interest rate of China’s commercial banks; For large deposits (US $3 million and above) that meet the requirements, the deposit interest rate can be determined through negotiation according to the market conditions and on the principle of not lower than the Chinese market interest rate. In addition to the foregoing, the interest rate at which Party B absorbs the deposits of Party A and its subsidiaries shall not be lower than the interest rate determined by Party B absorbing the same kind of deposits of any third party in the same period, and shall not be lower than the interest rate provided by any third party to Party A and / or its subsidiaries for similar deposits.
(2) Loan service: the interest rate of Party B’s loan to Party A and its subsidiaries shall not be higher than the upper limit of loan interest rate uniformly issued by the people’s Bank of China for this type of loan, and shall not be higher than the interest rate determined by Party B’s loan to any third party with the same credit level in the same period, nor higher than the interest rate determined by China’s major commercial banks for similar loans.
(3) Settlement service: the fees charged by Party B for various settlement services provided by Party A and its subsidiaries shall not be higher than the fees charged by Party B to any third party with the same credit level for similar services in the same period, and shall not be higher than the fees charged by any third party to Party A and / or its subsidiaries for similar services with the same credit level in the same period. (4) Guarantee service: the fee charged by Party B for providing guarantee to Party A and its subsidiaries shall not be higher than the fee determined by Party B for providing guarantee to any third party with the same credit level in the same period, nor higher than the fee determined by Party B for similar guarantee in commercial banks.
(5) For other services: the fees charged by Party B for providing other services for Party A and its subsidiaries shall not be higher than the upper limit of fees charged by the people’s Bank of China for such services (if applicable), nor higher than the fees charged by any third party for providing the same kind of services to Party A and its subsidiaries; In addition to the foregoing, the fees charged by Party B for providing such services to Party A and its subsidiaries shall not be higher than those charged by Party B for providing the same kind of services to any third party with the same credit level.
5. Effective conditions and effective time
(1) The legal representatives or authorized representatives of Party A and Party B sign and affix official seals;
(2) Party A shall obtain the approval of the board of directors, the general meeting of shareholders and other competent authorities in accordance with the provisions of its articles of association, the Listing Rules of the place of listing and other relevant laws, regulations and rules.
6. Validity of the agreement
Within three years from the effective date of the agreement.
(II) completeness of financial service agreement terms
The financial service agreement signed between the company and aviation industry finance has clearly agreed on the terms of the agreement, transaction type, expected amount of various transactions, transaction pricing and other transaction terms, and the terms of the agreement are complete.
2、 Implementation of the agreement
Since the signing of the financial service agreement between the company and aviation industry finance, the company and aviation industry finance have strictly implemented the relevant agreements on transaction content, transaction limit, transaction pricing and so on. As of December 31, 2021, the balance of the company’s Financial deposits in the aviation industry was 1376435800 yuan, accounting for 34.13% of the company’s deposits and 0.76% of the aviation industry’s Financial deposits; The loan balance is 1 billion yuan, accounting for 3.20% of the company’s loan and 3.77% of the aviation industry’s financial loan. AVIC finance did not provide guarantee to the company.
As of December 31, 2021, the balance of other deposits of the company was 2656641500 yuan and the balance of other loans was 30209663500 yuan.
The deposit and loan business between the company and aviation industry finance is carried out in accordance with the financial service agreement signed by both parties. The deposit and loan business meets the needs of the company’s operation and development. The above deposit and loan in aviation industry finance does not affect the normal production and operation of the company.
3、 Implementation of risk control measures and risk disposal plans
In order to effectively prevent, timely control and resolve the risks of the company’s and its subsidiaries’ Financial deposits in AVIC and ensure the safety of funds, according to the risk disposal plan for deposits in AVIC Finance Co., Ltd., the company establishes a leading group for deposit risk prevention and disposal, and the leading group makes a deposit risk report to the board of directors regularly or temporarily, Timely obtain and review the monthly report of aviation industry finance, including balance sheet, income statement, cash flow statement, etc. and the audited annual financial report. During the deposit business, the company obtains and reviews the financial report of aviation industry finance audited by an accounting firm qualified to perform securities and futures related business, evaluates the business and financial risks of aviation industry finance, and the financial management center, discipline inspection and audit department and other relevant departments jointly issue the risk assessment report, The leading group for deposit risk prevention and disposal reported to the board of directors for deliberation, and performed the decision-making procedures and information disclosure obligations in strict accordance with the requirements of relevant laws and regulations on connected transactions, so as to ensure that information monitoring is in place and risk prevention is effective.
In combination with the financial license, business license of enterprise legal person and other relevant certificates provided by aviation industry finance, the company consulted the financial reports of aviation industry finance, including balance sheet, income statement and cash flow statement, and evaluated the operation qualification, internal control system construction, business and risk status and operation of the finance company, And prepared Tianma Microelectronics Co.Ltd(000050) report on continuous risk assessment of AVIC Finance Co., Ltd.
4、 Verification opinions of the co sponsor
After verification, the co sponsor believes that the financial service agreement signed between the company and aviation industry finance has clearly agreed on the terms of the agreement, transaction type, expected amount of various transactions, transaction pricing and other transaction terms, and the terms of the agreement are complete; Since the signing of the financial service agreement between the company and aviation industry finance, the company and aviation industry finance have strictly implemented the relevant agreements on transaction content, transaction limit, transaction pricing, etc., and the implementation of the agreement is good; The company has formulated perfect risk control measures and risk disposal plans, and the implementation of risk control measures and risk disposal plans is good; The company’s information disclosure on the completeness of the terms of the financial service agreement, the implementation of the agreement, the implementation of risk control measures and risk disposal plans is true. (no text below)
(there is no text on this page, which is the signature page of Citic Securities Company Limited(600030) , AVIC Securities Co., Ltd. special verification opinions on the implementation of Tianma Microelectronics Co.Ltd(000050) financial service agreement and relevant risk control measures)
Sponsor representative:
Xiao Shaochun, Zhao Xu
Citic Securities Company Limited(600030) mm / DD / yyyy (there is no text on this page, which is the signature page of the special verification opinions of Citic Securities Company Limited(600030) and AVIC Securities Co., Ltd. on the implementation of Tianma Microelectronics Co.Ltd(000050) financial service agreement and relevant risk control measures)
Sponsor representative:
Guo Weiming, Yang Tao
AVIC Securities Co., Ltd
