Citic Securities Company Limited(600030) , AVIC Securities Co., Ltd
About Tianma Microelectronics Co.Ltd(000050)
2021 annual recommendation work report
Sponsor name: Citic Securities Company Limited(600030) sponsor company abbreviation: shentianma a
Name of sponsor representative: Xiao Shaochun Tel: 01060833964
Name of sponsor representative: Zhao Xu Tel: 01060836592
Name of Sponsor: AVIC Securities Co., Ltd. abbreviation of the sponsored company: shentianma a
Name of sponsor representative: Guo Weiming Tel: 075533066847
Name of sponsor representative: Yang Tao Tel: 075533066847
1、 Overview of sponsor work
Project work content
1. Review of the company’s information disclosure
(1) Whether the company’s information disclosure documents are reviewed in time
(2) The number of times the company’s information disclosure documents were not reviewed in time was 0
2. Supervise the company’s establishment, improvement and effective implementation of rules and regulations (1) whether the company is supervised to establish and improve rules and regulations (including but not limited to the system to prevent related parties from occupying the company’s resources, fund-raising management system, internal control system, internal audit system and related party transaction system)
(2) Whether the company effectively implements relevant rules and regulations is
3. Supervision of raised funds
(1) The number of inquiries on the company’s special fund-raising account was 0, and the company’s special fund-raising account was cancelled in 2020
(2) Whether the progress of the company’s fund-raising project is consistent with the information disclosure document 4 Corporate governance supervision
(1) The number of times of attending the general meeting of shareholders of the company is 0
(2) Times of attending the board of directors of the company as nonvoting delegates: 1
(3) Times of attending the board of supervisors of the company as nonvoting delegates: 1
5. On site inspection
(1) Number of on-site inspections: 1
(2) Whether the on-site inspection report is submitted in accordance with the provisions of the exchange is (3) the main problems found in the on-site inspection and the rectification are not found. 6 Special opinions issued
(1) 7 times of special opinions
(2) Issues involved in issuing non consenting opinions and concluding comments are not applicable 7 Report the situation to the Institute (except for the on-site inspection report)
(1) 0 times reported to the exchange
(2) The main contents of the report are not applicable
(3) The progress or rectification of the reported items is not applicable
8. Pay attention to the performance of duties
(1) Are there any matters needing attention? No
(2) The main contents of the concerns are not applicable
(3) The progress or rectification of concerns is not applicable
9. Whether the records and custody of the working papers of the recommendation business are in compliance
10. Training for listed companies
(1) Training times: 1 time
(2) Training date: December 29, 2021
Relevant laws and regulations on the use of funds raised by listed companies; Relevant laws on public commitments of listed companies and relevant subjects (3) provisions on the main contents of training; Relevant laws and regulations on the occupation of funds by listed companies and related transactions; Relevant laws and regulations on external guarantee of listed companies; The loyalty and diligence obligations of directors, supervisors and senior managers of listed companies.
11. There is no other recommendation work that needs to be explained
2、 Problems found by the sponsor and measures taken
Problems and measures taken
1. Information disclosure is not applicable
2. The establishment and implementation of the company’s internal system are all applicable
3. The operation of the “three sessions” is applicable
4. The change of controlling shareholder and actual controller is not applicable
5. The deposit and use of raised funds are applicable
6. Connected transactions are not applicable
7. All external guarantees are applicable
8. The purchase and sale of assets are applicable
9. Other business categories and important matters (including
Foreign investment, venture capital and entrustment are all applicable
Finance, financial assistance, hedging, etc.)
10. The issuer or the securities employed by it are all applicable
Cooperation of service institutions with recommendation 11 Others (including business environment and business)
Development, financial status, management status, all applicable
Major changes in core technology and other aspects) III. performance of commitments of the company and shareholders
Whether the commitments of the company and shareholders are fulfilled, the reasons for non fulfillment of commitments and Solutions
1. China Aviation Technology International Holding Co., Ltd., China Aviation Technology Shenzhen
The restrictions on the sale of shares by China Aviation Technology Xiamen Co., Ltd. and China Aviation Technology Xiamen Co., Ltd. are not applicable
promise
2. AVIC International Holding Co., Ltd. is not applicable
The company’s commitment to maintain control of the company 3. China Aviation Technology International Holding Co., Ltd. and China Aviation Technology Shenzhen
The relevant of Shanghai Avic Jonhon Optronic Technology Co.Ltd(002179) subsidiary Co., Ltd. on defective assets is not applicable
promise
4. China Aviation Technology International Holding Co., Ltd. on horizontal competition and association is not applicable
Commitments on transaction and capital occupation
5. The provisions of AVIC International Holdings Co., Ltd. on horizontal competition, related party transactions and capital investment are not applicable
Commitment on gold occupation
6. China Aviation Technology International Holding Co., Ltd. and AVIC International Holding Co., Ltd. are not applicable
The company’s commitments on horizontal competition, related party transactions and capital occupation
7. China Aviation Technology International Holding Co., Ltd. and AVIC International Holding Co., Ltd. are not applicable
Commitment of the company on ensuring the independence of listed companies 8. China Aviation Industry Corporation on avoiding horizontal competition, regulating and reducing
The commitment to reduce related party transactions, guarantee the independence of listed companies and insider information are not applicable
Description of the information and the explanation that there is no situation that it is not allowed to participate in the major asset reorganization
9. The commitment of Xiamen Jincai Industry Development Co., Ltd. not to seek control is not applicable
10. China Aviation Technology International Holding Co., Ltd. on horizontal competition and customs is not applicable
Joint venture transactions and capital occupation commitments
11. China Aviation Technology International Holding Co., Ltd. on horizontal competition and customs are not applicable
Joint venture transactions and capital occupation commitments
12. China Aviation Technology International Holding Co., Ltd. does not apply to the guarantee of listed companies
Commitment to independence 13. China Aviation Technology International Holding Co., Ltd. on shentianma in 2014
The commitment to restructure defective assets, the commitment to lock up shares and the commitment to shentianma 2018 are not applicable
Commitments on the impairment test of major asset restructuring assets in, and commitments on inheriting and absorbing the merger party being fulfilled 14. CAITONG Fund Management Co., Ltd., Yangtze River Delta (Shanghai) industrial innovation equity investment fund partnership (limited partnership), ChuangJin Hexin Fund Management Co., Ltd
Limited company, Cathay Pacific Fund Management Co., Ltd. Guotai Junan Securities Co.Ltd(601211) Securities shares are not applicable
Ltd., Hangzhou Fuyuan Asset Management Co., Ltd., Jiangyin Huaxi Village Investment Co., Ltd., Luzhou Puxin equity investment fund partnership (limited liability company)
Partnership), Nanfang Tianchen (Beijing) Investment Management Co., Ltd., Qingdao Urban Investment Financial Holding Group Co., Ltd., Shenzhen Longhua Industrial Park private equity investment fund partnership (limited partnership), Wuhan Optics Valley New Technology Industry Investment Co., Ltd., Xingzheng Global Fund Management Co., Ltd., China International Capital Corporation Limited(601995) , China International Capital Corporation Limited(601995) (asset management) Commitments of China State owned enterprise structural adjustment fund Co., Ltd., Zhongyi Asset Management Co., Ltd. and China Post Securities Co., Ltd. on restrictions on the sale of non-public shares
15. The non-public offering of shares by Hubei science and Technology Investment Group Co., Ltd. is not applicable
Commitment of sales restriction
16. Hubei Changjiang Tianma dingzeng investment fund partnership (limited partnership) is not applicable
Commitment on restrictions on the sale of non-public shares 17. Hubei Changjiang Tianma dingzeng investment fund partnership (limited partnership)
Is it not applicable to the source of funds for participating in the subscription of Shenzhen Tianma’s non-public offering of shares in 2019
Commitment on no structured arrangement, partnership share locking and compliance with short-term transactions during the sales restriction period 18. Wuhan East Lake Innovation Technology Investment Co., Ltd. on Hubei Changjiang day
The source of capital contribution of Ma dingzeng investment fund partnership (limited partnership) is not applicable
Commitment on no structured arrangement, locking of partnership shares and compliance with short-term transactions during the sales restriction period 19. Hubei Yangtze River economic belt industry guidance fund partnership (limited partnership) and Wuhan Dongchuang optoelectronic industry investment fund partnership (limited partnership)
(partnership) is not applicable to Hubei Changjiang Tianma dingzeng investment fund partnership (limited partnership)
Source of capital contribution, commitment on no structured arrangement, partnership share locking during the sales restriction period and compliance with short-term transactions 20. Wuhan state owned Assets Management Co., Ltd., Wuhan Guochuang Innovation Investment Co., Ltd., Hubei Yangtze River Economic Belt Industrial Fund Management Co., Ltd. and lake
North Changjiang Industrial Investment Group Co., Ltd. is not applicable to Hubei Changjiang Tianma fixed investment
Sources of indirect capital contribution of capital fund partnership (limited partnership), commitments on the absence of structured arrangements and the locking of partnership shares during the sales restriction period IV. other matters
Description of report items
1. The change of sponsor representative and its reasons are not applicable
2. During the reporting period, the CSRC and the bourse, There are the following matters that China Securities Regulatory Commission (including the sponsor or its sponsor’s company, including its dispatched office) and your exchange have taken regulatory measures against Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) “) or the sponsor’s company: 1. January 4, 2021, For Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) (hereinafter referred to as “Zhengyuan”) sponsored by Citic Securities Company Limited(600030) , Zhejiang regulatory bureau of China Securities Regulatory Commission
Regulatory measures: from January 2020 to July 2020, Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) to nipton, Zhejiang
