Citic Securities Company Limited(600030) . AVIC Securities Co., Ltd
About Tianma Microelectronics Co.Ltd(000050)
On site inspection report of continuous supervision in 2021
Name of Sponsor: Citic Securities Company Limited(600030) abbreviation of the sponsored company: shentianma a
Name of sponsor representative: Xiao Shaochun Tel: 010-60833964
Name of sponsor representative: Zhao Xu Tel: 010-60836592
Name of Sponsor: AVIC Securities Co., Ltd. abbreviation of the sponsor: shentianma a
Name of sponsor representative: Guo Weiming Tel.:-
Name of sponsor representative: Yang Tao Tel.:-
Names of on-site inspectors: Xiao Shaochun, Lin Xirun, Guo Weiming
Corresponding period of on-site inspection: January 2021 – December 2021
On site inspection time: December 29, 2021
1、 On site inspection items and opinions
(I) is corporate governance not applicable
Main means of on-site inspection: (1) review the meeting materials of previous board of directors, board of supervisors and general meeting of shareholders, including meeting notice, meeting resolution, meeting minutes, announcement, etc; (2) Consult the articles of association and various rules and regulations; (3) Interview with relevant personnel of the office of the board of directors and other departments to understand the implementation of the company’s basic systems; (4) Interview with personnel of relevant departments of the company to understand whether there are situations affecting the independence of the company and affiliated enterprises in terms of personnel, assets, finance, institutions and business.
1. Whether the articles of association and corporate governance system are complete and compliant √
2. Whether the articles of association and the rules of the third board of directors have been effectively implemented √
3. Whether the minutes of the third meeting are complete, whether the time, place, attendees and √ content of the meeting are complete, and whether the meeting materials are kept completely
4. Is the resolution of the third meeting signed and confirmed by relevant personnel attending the meeting √
5. Whether the directors, supervisors and senior management of the company perform their duties in accordance with relevant laws and regulations and relevant business rules of the exchange 6 If the directors, supervisors and senior managers of the company have made significant changes, have they fulfilled the corresponding procedures and information disclosure obligations
7. If the controlling shareholder or actual controller of the company changes, has it fulfilled √ corresponding procedures and information disclosure obligations
8. Whether the company’s personnel, assets, finance, organization and business are independent √
9. Whether there is no horizontal competition between the company and the controlling shareholders and actual controllers √
(II) main means of on-site inspection of internal control: (1) consult the data of internal audit department, including internal audit system and working documents of internal audit department; (2) Access to the information of the audit committee, including the working rules, personnel composition and meeting minutes of the Audit Committee; (3) Consult the company’s internal control evaluation report, foreign investment management system, board resolutions related to investment decisions and the company’s foreign investment transaction records; (4) Communicate with the personnel of the internal audit department, the finance department and the Secretary of the board of directors on the use of the raised funds. 1. Whether the internal audit system is established and the internal audit department √ door is established in accordance with relevant regulations (if applicable)
2. Whether the internal audit system is established and the internal √ audit department is established within six months after the listing of shares (if applicable) 3 Whether the personnel composition of the internal audit department and the audit committee is compliant (if applicable √ 4 Whether the audit committee holds a meeting at least once a quarter to review the work plan and report submitted by the internal audit department (if applicable) 5 Whether the audit committee reports the internal audit to the board of directors at least quarterly √ work progress, quality and major problems found (if applicable) 6 Whether the internal audit department reports the implementation of the internal audit work plan and the √ questions found in the internal audit work to the audit committee at least quarterly (if applicable) 7 Does the internal audit department audit the deposit and use of raised funds at least once a quarter (if applicable)
8. Whether the internal audit department submits the internal audit work plan for the next year to the audit committee two months before the end of each fiscal year (if applicable)
9. Whether the internal audit department submits the annual internal audit report to the audit committee within two months after the end of each fiscal year (if applicable)
10. Whether the internal audit department submits the internal control evaluation report (if applicable) to the audit committee at least once a year 11 Engaged in securities investment, entrusted financial management, hedging and other high-risk investments √ whether a complete and compliant internal control system has been established (III) main means of on-site inspection of information disclosure: (1) consult the materials of previous meetings of the board of directors, the board of supervisors and the general meeting of shareholders; (2) Consult the company’s information disclosure system and announcement content; (3) Interview with relevant personnel of the company’s information disclosure department to understand the implementation of the company’s information disclosure related systems.
1. Whether the announcement disclosed by the company is consistent with the actual situation √
2. Whether the contents disclosed by the company are complete √
3. Whether the disclosed matters of the company have not changed significantly or made important progress √
4. Whether there are no major events that should be disclosed but not disclosed √
5. Whether the transmission, disclosure process and confidentiality of major information comply with the relevant provisions of the company’s √ information disclosure management system 6 Whether the investor relations activity record form is published on the interactive website of the exchange in time √ (IV) main means of on-site inspection on the establishment and implementation of the long-term mechanism to protect the company’s interests from infringement: (1) refer to the provisions on connected transactions and external guarantees in the stock listing rules of Shenzhen Stock Exchange; Obtain the company’s related party transaction management system, external guarantee management system and other relevant internal regulations of the company; (2) Communicate with financial personnel, ask whether the company has related party transactions, and review the internal process of external guarantee. 1. Whether a system has been established to prevent controlling shareholders, actual controllers and their affiliates from directly √ or indirectly occupying the funds or other resources of the listed company 2 Whether the controlling shareholders, actual controllers and other related persons do not directly or indirectly occupy the funds or other resources of the listed company 3 Whether the review procedures of related party transactions are compliant and fulfill the corresponding information disclosure √ obligations
4. Whether the price of related party transactions is fair √
5. Whether there is no related party transaction that is not related √
6. Whether the external guarantee review procedures are compliant and fulfill the corresponding information disclosure obligations √ 7 Whether the guaranteed party does not have any deterioration in financial status, failure to pay off the guaranteed √ debt at maturity, etc. 8 If the guaranteed debt continues to provide guarantee after maturity, whether the corresponding approval procedures and disclosure obligations have been fulfilled again (V) main means of on-site inspection on the use of raised funds: (1) check the tripartite supervision agreement of raised funds, bank statements and standing books for the use of raised funds; Check the construction of investment projects with raised funds on the spot; (2) Interview some senior managers and relevant personnel of the company; (3) Check the contents of the company’s announcement.
1. Whether the tripartite supervision agreement is signed within one month after the raised funds are in place √
2. Whether the tripartite supervision agreement on raised funds is effectively implemented √
3. Whether the raised funds are not occupied by a third party or entrusted financial management in violation of regulations √ 4 Whether there are no situations such as changing the purpose of raised funds without fulfilling the review procedures, replenishing working capital temporarily, √ replacing pre investment, changing the implementation location, etc. 5 Use idle raised funds to temporarily supplement working capital, change the investment direction of raised funds to permanently supplement working capital, or use over raised funds to supplement working capital
6. Whether the company has not invested in high risk √ insurance during the commitment period in case of payment or repayment of bank loans Whether the use of raised funds is consistent with the disclosed situation, and whether the project progress and investment √ benefits are consistent with the prospectus
7. Whether there are no major risks during the implementation of the project with raised funds √
(VI) main means of on-site performance inspection: (1) interview some directors and senior managers of the company; (2) Consult and review the contents announced by the company on the information disclosure website designated by Shenzhen Stock Exchange; (3) Understand the industry situation of the company and check whether the company’s performance matches the industry situation.
1. Whether there are significant fluctuations in performance √
2. Is there a reasonable explanation for the large fluctuation of performance √
3. Compared with comparable companies in the same industry, is there no obvious abnormality in the company’s performance √
(VII) main means of on-site inspection on the performance of commitments of the company and shareholders:
Obtain the commitment documents made by the company and its shareholders, actual controllers, directors, supervisors and senior managers, check the relevant materials corresponding to the commitment terms, understand the commitment performance and relevant information disclosure, and interview some commitment persons, directors, supervisors, senior managers and staff of relevant departments.
1. Whether the company has fully fulfilled relevant commitments √
2. Whether the shareholders of the company have fully fulfilled relevant commitments √
(VIII) main means of on-site inspection for other important matters:
Interview with controlling shareholders, actual controllers, directors, supervisors, senior managers and staff of relevant departments. Consult the company’s public information disclosure documents.
1. Whether the cash dividend system has been fully implemented and truthfully disclosed √
2. Whether the external financial assistance is legal and compliant, and truthfully disclosed √
3. Whether large capital transactions have real transaction background and reasonable reasons √
4. Is there no significant change √ or risk in the process of major investment or performance of major contract
5. Whether there is no significant change or risk in the company’s production and operation environment √
6. Whether the problems found by the regulatory authorities and sponsors in the early stage have been rectified according to the relevant √ requirements. II. Problems and explanations found in the on-site inspection
None (no text below)
(there is no text on this page, which is the signature page of Citic Securities Company Limited(600030) and on-site inspection report of AVIC Securities Co., Ltd. on Tianma Microelectronics Co.Ltd(000050) continuous supervision in 2021)
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 Citic Securities Company Limited(600030) and AVIC Securities Co., Ltd. on Tianma Microelectronics Co.Ltd(000050) on-site inspection report of continuous supervision in 2021)
Sponsor representative:
Guo Weiming, Yang Tao
AVIC Securities Co., Ltd
