Core Viewpoint - The document outlines the internal reporting system for significant information at Tianma Microelectronics Co., Ltd, ensuring timely and accurate disclosure of information that may impact stock prices and investor rights [1][2]. Group 1: Definition and Scope of Significant Information - Significant information includes events that have occurred or are expected to occur that could materially affect the trading price of the company's stock and related derivatives [1]. - The reporting obligations apply to various stakeholders, including board members, senior management, department heads, and major shareholders [1][2]. - The scope of significant information encompasses matters such as board meeting submissions, major transactions, daily operational matters, related party transactions, major litigation, and situations posing significant risks to the company [2][3][4]. Group 2: Reporting Procedures and Responsibilities - The board of directors leads the disclosure work, with the board secretary responsible for external information disclosure [2]. - A real-time reporting system is implemented, requiring stakeholders to report significant information immediately upon awareness [5][6]. - Responsibilities of reporting obligors include collecting and organizing significant information, preparing internal reports, ensuring the accuracy and completeness of reports, and maintaining confidentiality [5][8]. Group 3: Disclosure Requirements and Follow-up - Reporting obligors must report the progress of disclosed significant information, including changes in agreements or delays in transactions [7][8]. - Written materials related to significant information must be submitted, including internal reports, agreements, and any relevant government approvals or legal documents [7][8]. - The company emphasizes the importance of limiting the knowledge of sensitive information to a minimum to prevent insider trading [8].

天马微电子股份有限公司 关联交易管理制度 （2025 年 8 月修订） 第一章 总 则 （一）直接或者间接地控制公司的法人（或者其他组织）； （二）由前项所述法人（或者其他组织）直接或者间接控制的除公司及其控 股子公司以外的法人（或者其他组织）； （三）持有公司5%以上股份的法人（或者其他组织）及其一致行动人； （四）由公司关联自然人直接或者间接控制的，或者担任董事（不含同为双 方的独立董事）、高级管理人员的，除公司及其控股子公司以外的法人（或其他 组织）。 第四条 具有下列情形之一的自然人，为公司的关联自然人： （一）直接或者间接持有公司5%以上股份的自然人； （二）公司董事、高级管理人员； （三）直接或者间接地控制公司的法人（或者其他组织）的董事、监事及高 级管理人员； 第一条 为规范天马微电子股份有限公司（以下简称"公司"）的关联交易 行为，保证关联交易符合公平、公正、公开的原则，维护公司和全体股东的合法 权益，根据《中华人民共和国公司法》《中华人民共和国证券法》《深圳证券交 易所股票上市规则》（以下简称"《上市规则》"）《上市公司独立董事管理办法》 和《天马微电子股份有限公司章程》（以下简称"《公司章 ...

Core Viewpoint - The document outlines the management system for subsidiaries of Tianma Microelectronics Co., Ltd., emphasizing the importance of governance, risk control, and compliance with relevant laws and regulations [1][2]. Group 1: General Principles - The management system aims to strengthen the control over subsidiaries, mitigate operational risks, and protect investors' rights [1]. - Subsidiaries are defined as independent legal entities, including wholly-owned and controlled subsidiaries [1]. Group 2: Governance of Subsidiaries - Subsidiaries must establish a sound governance structure and internal management systems in accordance with the Company Law and their own articles of association [2]. - The company has the authority to nominate directors and senior management for subsidiaries, who are accountable to the company [2][3]. Group 3: Operational and Investment Decision Management - Subsidiaries' operational plans must align with the overall strategic goals of the company [3]. - Investment decisions must be systematic and follow the company's external investment management regulations, including thorough feasibility studies [3][4]. Group 4: Financial Management - Subsidiaries' financial departments are guided and supervised by the company's financial management center [4]. - Financial reporting must comply with the company's requirements, and subsidiaries must maintain strict controls over financial transactions and avoid non-operational fund occupation [5][6]. Group 5: Major Information Reporting and Disclosure - Subsidiaries are required to report significant events that may impact the company's stock price and comply with disclosure regulations [6]. - The general manager of the subsidiary is responsible for ensuring compliance with the company's information disclosure policies [6]. Group 6: Internal Audit and Supervision - The company conducts regular audits of subsidiaries, focusing on financial audits and compliance with internal control systems [7]. - Subsidiaries must cooperate with audits and implement the recommendations provided in audit reports [7]. Group 7: Performance Management and Incentives - The company has established a performance management system to enhance employee capabilities and achieve strategic goals [8]. - Subsidiaries are encouraged to adopt the company's performance management practices [8].

General Provisions - The purpose of the system is to promote standardized operations of Tianma Microelectronics Co., Ltd. and clarify the responsibilities and powers of the board secretary, based on relevant laws and regulations [1] - The company appoints one board secretary who, as a senior management member, has the right to attend relevant meetings and access company documents [1] Appointment and Dismissal of the Board Secretary - The board secretary must possess necessary financial, management, and legal knowledge, along with good professional ethics [2] - The board secretary is nominated by the chairman and appointed or dismissed by the board, ideally within three months after the IPO or the previous secretary's departure [3] - If the board secretary position is vacant for over three months, the chairman will assume the duties until a new secretary is appointed [3] Responsibilities and Support for the Board Secretary - The board secretary is responsible for coordinating information disclosure, managing investor relations, and preparing board and shareholder meetings [5] - The company must provide necessary conditions for the board secretary to perform their duties, and relevant personnel must support their work [6] - The board secretary has the right to access financial and operational information and report any undue obstruction in their duties directly to the Shenzhen Stock Exchange [7]

天马微电子股份有限公司 总经理工作细则 （2025 年 8 月修订） 一、总则 为完善天马微电子股份有限公司（以下简称"公司"）法人治理结构，明确总 经理的职权、职责，根据《中华人民共和国公司法》和其他有关法律法规、《天 马微电子股份有限公司章程》（以下简称"《公司章程》"）等相关规定，制定本 细则。 二、人选及任期 总法律顾问1名，由董事会决定聘任或者解聘。董事可以由高级管理人员兼任， 但兼任高级管理人员职务的董事以及由职工代表担任的董事，总计不得超过公司 董事总数的二分之一。 三、总经理的资格规定 业知识。具体条件在每届聘任总经理时另行确定。 （1）无民事行为能力或者限制民事行为能力； （2）因犯有贪污、贿赂、侵占财产、挪用财产罪或者破坏社会主义市场经 济秩序罪，被判处刑罚，或者因犯罪被剥夺政治权利，执行期满未逾5年，被宣 告缓刑的，自缓刑考验期满之日起未逾2年； （3）担任破产清算的公司、企业的董事或者厂长、经理，并对该公司、企 业的破产负有个人责任的，自该公司、企业破产清算完结之日起未逾3年； 第 1 页 共 6 页 （4）担任因违法而被吊销营业执照、责令关闭的公司、企业的法定代表人， 并负有个人责任 ...

Core Viewpoint - The document outlines the management system for the shares held by the directors and senior management of Tianma Microelectronics Co., Ltd., emphasizing compliance with relevant laws and regulations, and detailing the procedures for share transactions and disclosures [1][2]. Summary by Sections General Principles - The management system is established to enhance the oversight of shares held by directors and senior management, ensuring adherence to laws such as the Company Law and Securities Law, as well as the company's articles of association [1][2]. Management of Shareholding Changes - Directors and senior management must notify the board secretary in writing before buying or selling shares, who will then verify compliance with disclosure and regulatory requirements [3]. - The company must apply to the Shenzhen Stock Exchange for any shares held by directors and senior management to be registered as restricted shares under certain conditions [3][4]. Reporting and Disclosure - Directors and senior management are required to report any changes in their shareholdings within two trading days and ensure that the information disclosed is accurate and complete [4][5]. - The board secretary is responsible for managing the data related to shareholdings and must report any violations to the regulatory authorities [5]. Restrictions on Share Transactions - Directors and senior management are prohibited from transferring shares during specific periods, such as within one year of the company's stock listing or within six months after leaving their position [6][8]. - There are also restrictions on trading shares based on the timing of financial report announcements and other significant events [8][9]. Regulations on Share Increase and Decrease - Any plans for increasing or decreasing shareholdings must be disclosed in advance, with specific timelines for reporting to the Shenzhen Stock Exchange [10][11]. - The document specifies that any shares acquired through inheritance or legal proceedings are subject to the same transfer restrictions as other shares [11][12]. Final Provisions - The management system will be interpreted and revised by the company's board of directors, and it will take effect upon approval [12].

Group 1 - The company aims to enhance its operational standards by clarifying the responsibilities of independent directors in the annual report process, ensuring their supervisory role in the preparation and disclosure of the report [1][2] - Independent directors are required to ensure that all necessary disclosures are made accurately and completely in the annual report [3] - The company must provide independent directors with necessary working conditions and support to fulfill their responsibilities without obstruction [2][3] Group 2 - The company is responsible for reporting its annual financial status, operational conditions, and significant matters to independent directors, facilitating their on-site investigations of major issues [2][3] - Independent directors must communicate with the annual audit accountants after the preliminary audit opinion is issued and before the board meeting to discuss any issues found during the audit [2][3] - Independent directors are required to sign a written confirmation regarding the compliance of the report's preparation and review process with legal and regulatory standards, and to express any dissenting opinions if applicable [2][3] Group 3 - Independent directors can independently hire intermediary institutions to audit or consult on specific matters if they have objections, with the costs borne by the company [3] - During the preparation and review of the annual report, independent directors are obligated to maintain confidentiality and prevent insider trading or information leaks [3] - This system will be interpreted and revised by the company's board of directors and will take effect upon approval [3]

天马微电子股份有限公司 董事会提名和薪酬委员会 关于公司第十一届董事会董事候选人的审查意见 根据《公司法》《上市公司独立董事管理办法》《深圳证券交易 所股票上市规则》及《公司章程》等相关规定，天马微电子股份有限 公司（以下简称"公司"）第十届董事会提名和薪酬委员会对公司拟换 届选举的第十一届董事会董事候选人的任职资格进行了审核，发表审 查意见如下： 一、经审查，董事候选人均未受过中国证监会及其他有关部门的 处罚和证券交易所纪律处分，不存在因涉嫌犯罪被司法机关立案侦查 或者涉嫌违法违规被中国证监会立案稽查，尚未有明确结论的情形； 不存在曾被中国证监会在证券期货市场违法失信信息公开查询平台 公示或者被人民法院纳入失信被执行人名单的情形；不存在《公司法》 天马微电子股份有限公司 董事会提名和薪酬委员会 二〇二五年八月二十三日 第 2 页 共 2 页 第 1 页 共 2 页 等规定的不得担任公司独立董事的情形，符合独立董事任职资格和独 立性的要求，均已完成深圳证券交易所独立董事资格培训，具备履行 上市公司独立董事职责的专业知识和工作经验。 综上，我们同意提名成为先生、李培寅先生、邓江湖先生、郭高 航先生、王磊先生、谢 ...

Core Viewpoint - The company has established a shareholder return plan for the next three years (2025-2027) to ensure reasonable returns for investors while balancing sustainable development and long-term interests [1][2]. Group 1: Shareholder Return Plan - The plan considers long-term development strategies, operational realities, external environments, industry development status, and competitive landscape to create a stable and scientific return mechanism [1]. - The basic principle of the profit distribution policy emphasizes maintaining continuity and stability in profit distribution while considering the long-term interests of the company and all shareholders [1][2]. Group 2: Profit Distribution Methods - The company will prioritize cash dividends in its profit distribution, with the option to also include stock dividends or a combination of both [2]. - Conditions for implementing cash dividends include the company's projected expenditures on investments, asset acquisitions, or equipment purchases exceeding 10% of the latest audited net assets within the next twelve months [2][3]. Group 3: Cash Dividend Proportions - The company will distribute at least 10% of the annual distributable profit as cash dividends, with a cumulative cash distribution of no less than 30% of the average annual distributable profit over the last three years [2][3]. - Specific cash dividend proportions are set based on the company's development stage and significant capital expenditure plans, with minimum cash dividend ratios ranging from 20% to 80% depending on circumstances [3]. Group 4: Decision-Making Process - The board of directors must carefully evaluate the timing, conditions, and minimum ratios for cash dividends, with independent directors having the right to express opinions if they believe the proposals may harm shareholder interests [4]. - The profit distribution proposal must be submitted to the shareholders' meeting for approval after being reviewed by the board [4]. Group 5: Implementation and Adjustments - The company must complete the distribution of dividends or shares within two months after the shareholders' meeting decision [5]. - The profit distribution policy may be adjusted in response to force majeure events or significant changes in the external operating environment, requiring detailed justification and approval from shareholders [5].

Core Viewpoint - The strategic planning management system of Tianma Microelectronics Co., Ltd. aims to enhance the management of the company's development strategy, promote independent innovation, and strengthen core competitiveness to ensure sustainable and healthy development [1][2]. Group 1: Strategic Planning and Implementation - The company establishes comprehensive and long-term development goals and strategic plans, including medium to long-term development planning and annual rolling adjustments [1]. - The board of directors is responsible for proposing and organizing the implementation of the company's development plans, while the general manager's office decides on annual rolling adjustments to the strategic plan [1][2]. - The company emphasizes the importance of timely strategic adjustments to avoid loss of opportunities and operational failures due to excessive expansion [1][4]. Group 2: Evaluation and Adjustment Mechanisms - The evaluation process includes pre-evaluation focusing on the scientific and feasibility analysis of strategies, mid-evaluation assessing execution capabilities and effects, and post-evaluation summarizing overall implementation results and lessons learned [3][4]. - Significant changes in external environments, such as economic conditions and industry policies, as well as internal management changes, may necessitate strategic adjustments [4]. - The company aims to ensure that development goals and strategic plans are effectively communicated and implemented across all management levels and employees [2].