Citic Securities Company Limited(600030) , AVIC Securities Co., Ltd
About Tianma Microelectronics Co.Ltd(000050)
Verification opinions on the prediction of daily connected transactions in 2022
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, The expected events of daily connected transactions of shentianma in 2022 have been verified. The verification conditions and verification opinions are as follows:
1、 Basic information of daily connected transactions
(I) overview of related party transactions
In order to strengthen the management of related party transactions and improve the decision-making efficiency, according to the relevant requirements for the daily related party transactions of Listed Companies in accordance with the stock listing rules of Shenzhen Stock Exchange and other relevant regulations, Now, the daily related party transactions between the company and its subsidiaries and related parties in 2022 are expected as follows: the daily related party transactions of the company are mainly between the company and its subsidiaries and China Aviation Industry Group Co., Ltd. (hereinafter referred to as “aviation industry”) and its subsidiaries Xiamen Tianma Display Technology Co., Ltd. (hereinafter referred to as “Tianma display technology”) and other related parties purchase or sell goods, provide or accept labor services and other related transactions. It is estimated that the total amount of related transactions between the company and its subsidiaries and related parties in 2022 is 1117 million yuan.
On March 11, 2022, the company held the 32nd meeting of the 9th board of directors by means of on-site and communication voting. The meeting deliberated and adopted the proposal on the prediction of daily connected transactions in 2022. The connected directors Mr. Peng Xuhui, Mr. Zhu Jun, Mr. Xiao Yi, Mr. Deng Jianghu, Mr. Dong Hai, Mr. Zhang Xiaoxi and Ms. Tang Haiyan avoided voting, Non affiliated directors: Mr. Wang Susheng, Mr. Chen Zetong, Ms. Chen Han, Zhang Jianhua, female
The judge voted on the motion. Voting: 4 in favor, 0 against and 0 abstention.
The independent directors of the company have approved the related party transaction proposal in advance and expressed independent opinions, and agreed with the company
Proposal on the prediction of daily connected transactions in 2022 issued by the company.
This proposal does not need to be submitted to the general meeting of shareholders of the company for deliberation.
This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies,
It does not constitute reorganization and listing, nor does it need to be approved by relevant departments.
(II) estimated category and amount of daily connected transactions
The following is the forecast of the company’s daily connected transactions in 2022:
Unit: 10000 yuan
Related party transactions related party transactions are scheduled for 2022 and 2021. As of the disclosure date, the estimated amount of the content price principle of related party transactions of related parties, the amount incurred and the amount incurred (Unaudited)
The commodities purchased by the aviation industry and its subordinate enterprises shall refer to the market price of 21451573 74 grid
Purchased goods purchased by other related parties refer to the market price of 400328 48 grids
Subtotal — 25451902 122
Tianma display technology sells goods with reference to the market price of 195481855 0 grid
Sales of goods other related parties refer to the market price of 2001990 grid
Subtotal — 197482054 0
The aviation industry and its subordinate enterprises entrust project management, material reference market price 63526349 715 industry management, etc
Training fees for other related parties receiving labor services and paying lease fees refer to the market price of 200 75 19, etc
Subtotal — 65526424 734
The leasing fees charged by the aviation industry and its subordinate enterprises refer to the market price of 145 72 47 grids
518. Charging fees for providing technology services by reference to Tianma Market
The rental fees charged by other related parties refer to the market price of 110 98 47
Subtotal — 8277351613 9582
Accept the related party Tianma Display Technology Commission with reference to the market price of 829.5 Commission
Subtotal — 82 9 5
Total 11170062002 10443
Note: 1. AVIC International Holdings Limited is hereinafter referred to as “AVIC international”.
2. “Aviation industry and subordinate enterprises” and “AVIC international and subordinate enterprises” in 2021 are based on the same actual situation in 2022
The controller is consolidated according to the standard and listed as “aviation industry and subordinate enterprises”.
3. The discrepancy between the total number and the mantissa of the sum of the sub item values in the above table is caused by rounding.
(III) actual occurrence of daily related party transactions in the previous year
The following is the actual occurrence of the company’s daily related party transactions in 2021:
Unit: 10000 yuan
Related party transactions related party transactions in related party transactions are scheduled for 2021. The actual amount of related party transactions in 2021 is disclosed on the date of disclosure. The expected amount of related party price tolerance principle accounts for the proportion of similar business and expected amount and index (%) Variance (%)
Aviation industry and purchased goods refer to the market price of 35 90 0.00% – 61.11%
Subordinate enterprise style
AVIC international and purchased goods refer to the market price 15392100 0.07% – 26.71%
Purchase commodity subordinate enterprise grid
Goods purchased by other related parties refer to market price 328200 0.01% 64.00%
grid
Subtotal — 19022390 0 0.08% – 20.42%
The products sold by Tianma display department refer to the market price of 18552240 0 0.06% – 17.19%
Technical style
Goods sold by other related parties refer to the market price 199180 0.01% 10.56%
grid
Subtotal — 20542420 0.07% – 15.12%
Aviation industry and entrusted project management refer to the market price of 8281240 2.94% – 33.23%
Subordinate enterprise management grid
AVIC international and its entrusted bidding agent refer to the market price of 438950 1.56% – 53.89%
Subordinate enterprise management service grid
Receiving labor services AVIC international and property management refer to the market price 50845670 82.96% – 10.34% subordinate enterprises in March 2021
