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].

Core Points - The document outlines the external guarantee management system of Tianma Microelectronics Co., Ltd, aiming to regulate external guarantees and control debt risks to protect the company and its stakeholders [1][2] - The management system is based on relevant laws and regulations, including the Securities Law, Company Law, Civil Code, and listing rules [1][2] Group 1: General Principles - The external guarantees refer to the guarantees provided by the listed company for its controlling and affiliated companies, including forms such as guarantees, mortgages, and pledges [1] - The primary goal of the external guarantee management is to strictly control the debt risks associated with external guarantees [2] Group 2: Guarantee Categories - Guarantees are categorized into three types: prohibited guarantees, strictly controlled guarantees, and general guarantees [3] - Prohibited guarantees include those for companies with negative cash flow or lack of sustainable operating capability [3] - The total amount of external guarantees by the company and its subsidiaries should not exceed 50% of the latest net assets [5] Group 3: Approval Process - External guarantees must be approved by the board of directors or shareholders, requiring a two-thirds majority for board decisions [5][6] - The company must require counter-guarantees from the parties involved, ensuring they have the capacity to fulfill the obligations [10] Group 4: Risk Control and Management - The finance management center is responsible for the initial review and daily management of guarantee applications, ensuring compliance with the established procedures [2][6] - The company must conduct thorough assessments of the creditworthiness of the parties involved before providing guarantees [10][11] Group 5: Documentation and Record Keeping - All documents related to external guarantees must be properly maintained, including guarantee applications and approval records [9] - The company is required to disclose information regarding external guarantees in accordance with relevant regulations [6][9]

Core Viewpoint - The document outlines the management system for the resignation of directors and senior management at Tianma Microelectronics Co., Ltd, aiming to ensure stable corporate governance and protect the rights of shareholders [1]. Chapter 1: General Principles - The system is established in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1]. Chapter 2: Resignation Procedures - Directors can resign before their term ends by submitting a written report, effective upon receipt by the company [3]. - The shareholders' meeting can resolve to dismiss a director, effective on the date of the resolution [4]. - If a director's term expires without timely re-election, they must continue to fulfill their duties until a new director is appointed [4]. Chapter 3: Handover Procedures and Unresolved Matters - Departing directors and senior management must conduct a handover with their successors to ensure business continuity, covering documents, unfinished tasks, and financial accounts [3]. Chapter 4: Responsibilities and Obligations of Departing Directors and Senior Management - Departing directors and senior management must not use their former positions to interfere with the company's operations or harm the interests of the company and its shareholders [5]. - Their obligations regarding confidentiality and non-competition remain effective even after leaving the company [5]. Chapter 5: Accountability Mechanism - The board of directors will review any breaches of commitments or handover issues by departing personnel and may seek compensation for direct losses and expected benefits [8]. - Departing personnel can appeal the board's decisions regarding accountability within 15 days [8]. Chapter 6: Supplementary Provisions - Any matters not covered by this system will be governed by relevant laws and regulations [8].

Group 1 - The candidate Liang Xinqing has been nominated as an independent director for the 11th Board of Directors of Tianma Microelectronics Co., Ltd. and has confirmed understanding and agreement with the nomination [1] - The candidate declares that there are no relationships that could affect independence and meets the qualifications required by relevant laws and regulations [1][2] - The candidate has passed the qualification review by the Nomination and Compensation Committee of the 10th Board of Directors and has no interests that could influence independent performance [1][2] Group 2 - The candidate affirms compliance with the requirements of the China Securities Regulatory Commission and Shenzhen Stock Exchange regarding independent director qualifications [2][3] - The candidate has participated in training and obtained relevant certification recognized by the stock exchange [2] - The candidate confirms that serving as an independent director will not violate any relevant laws or regulations [2][3] Group 3 - The candidate has no direct or indirect shareholding of more than 1% in the company and is not among the top ten shareholders [4][5] - The candidate and immediate family members do not hold positions in the company or its subsidiaries [4][5] - The candidate has not been subject to any disqualifications or penalties by regulatory authorities in the past three years [5][6]

一、被提名人已经通过天马微电子股份有限公司第十届董事会 提名和薪酬委员会资格审查，提名人与被提名人不存在利害关系或 者其他可能影响独立履职情形的密切关系。 ?是 □否 如否，请详细说明： 二、被提名人不存在《中华人民共和国公司法》第一百七十八 条等规定不得担任公司董事的情形。 ?是 □否 证券代码：000050 证券简称：深天马A 公告编号：2025-060 天马微电子股份有限公司 独立董事提名人声明与承诺 提名人天马微电子股份有限公司董事会现就提名 童一杏 为天 马微电子股份有限公司第十一届董事会独立董事候选人发表公开声 明。被提名人已书面同意作为天马微电子股份有限公司第十一届董 事会独立董事候选人（参见该独立董事候选人声明）。本次提名是 在充分了解被提名人职业、学历、职称、详细的工作经历、全部兼 职、有无重大失信等不良记录等情况后作出的，本提名人认为被提 名人符合相关法律、行政法规、部门规章、规范性文件和深圳证券 交易所业务规则对独立董事候选人任职资格及独立性的要求，具体 声明并承诺如下事项： 如否，请详细说明： 三、被提名人符合中国证监会《上市公司独立董事管理办法》 和深圳证券交易所业务规则规定的独立董 ...

Core Viewpoint - The internal audit management system of Tianma Microelectronics Co., Ltd. aims to standardize and guide the internal audit work, ensuring audit quality, preventing audit risks, and enhancing management and supervision within the company [1]. Group 1: General Principles - The internal audit system serves as a behavioral standard for audit personnel and a basic measure for evaluating audit quality [1]. - Internal auditing involves independent and objective supervision, evaluation, and recommendations regarding financial expenditures, economic activities, internal controls, and risk management of the company and its subsidiaries [1]. Group 2: Internal Audit Organization and Personnel - The internal audit organization operates under the direct leadership of the Audit and Risk Management Committee of the Board of Directors and is responsible for daily audit work [2]. - The internal audit organization consists of department heads, full-time auditors, and part-time auditors, ensuring a stable personnel structure with necessary professional knowledge and business capabilities [2][3]. - Auditors must adhere to strict professional ethics, including legality, integrity, objectivity, diligence, and confidentiality [3]. Group 3: Audit Responsibilities - The main responsibilities of the internal audit organization include formulating audit regulations, supervising various matters of the audited units, assisting in the rectification of audit findings, and cooperating with external auditors [5]. - The Audit and Risk Management Committee of the Board of Directors should regularly hear reports on internal audit work and manage important matters related to audit planning and quality control [6]. Group 4: Audit Authority - The internal audit organization has the authority to request relevant materials from the audited units, attend meetings, inspect financial activities, and report serious violations to the main responsible person [7][8]. - The internal audit organization can propose corrective actions for violations and suggest improvements to management practices [7]. Group 5: Audit Planning - The internal audit organization must develop an annual audit work plan based on the company's strategic development and operational plans, focusing on key audit areas [8][9]. - The annual audit work plan requires approval from relevant leadership and cannot be changed without following the original approval process [10]. Group 6: Audit Implementation - Audit project teams must be formed before conducting audits, and the audit project leader is responsible for the audit process [11]. - Auditors must gather sufficient and appropriate evidence during the audit process, ensuring the reliability and relevance of the evidence collected [19]. Group 7: Audit Reporting - Audit reports must be objective, highlighting key issues and providing actionable recommendations based on verified evidence [21][22]. - The audited units have the right to provide feedback on the audit report, which must be considered before finalizing the report [23]. Group 8: Utilization of Audit Results - The main responsible persons of the audited units are accountable for rectifying issues identified in the audit and reporting the results back to the internal audit organization [43]. - Internal audit findings should be used as a basis for evaluating personnel performance and making important decisions [44].

General Principles - The company establishes a system for the temporary suspension and exemption of information disclosure to ensure compliance with legal obligations and protect investors' rights [1] - The company and related parties must disclose information truthfully, accurately, completely, timely, and fairly, without abusing the suspension or exemption to evade disclosure obligations or mislead investors [1][2] Scope of Suspension and Exemption - Information can be exempted from disclosure if it involves state secrets or other matters that may violate confidentiality regulations [2] - Business secrets can be temporarily suspended or exempted from disclosure if they meet specific criteria, such as core technology information that could lead to unfair competition or information that could severely harm the interests of the company or others [2][3] Approval Procedures - The company must carefully determine matters related to the suspension and exemption of information disclosure and take effective measures to prevent leaks [4] - The board of directors leads and manages the suspension and exemption matters, with the board secretary responsible for organizing and coordinating the process [4] Registration and Reporting - The company must register details of the suspension or exemption, including the type of documents involved and the internal review process [5] - Relevant registration materials must be submitted to the Shenzhen Securities Regulatory Bureau and the Shenzhen Stock Exchange within ten days after the announcement of periodic reports [5] Accountability - The company establishes a responsibility accountability mechanism for improper handling of suspension or exemption of disclosure, holding responsible personnel accountable for any adverse effects caused [5]