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深天马A: 对外投资管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 12:12
General Principles - The purpose of the external investment management system is to standardize the investment activities of Tianma Microelectronics Co., Ltd. and its subsidiaries, enhance investment management, mitigate investment risks, and improve investment efficiency and effectiveness [1][2] - External investment refers to the investment activities conducted by the company and its subsidiaries to acquire fixed assets, equity, and other related rights through asset input, equity, or financing and guarantees [1][2] Decision-Making and Approval Authority - The company implements a professional management and hierarchical approval system for external investments [2][3] - The investment decision-making bodies include the shareholders' meeting, board of directors, and the general manager's office, which follow the established procedures for investment project decisions [2][3] Investment Decision-Making - Investment activities must be included in the annual investment plan, and units are required to submit their investment plans for the next year to the strategic management department [3][4] - A thorough feasibility study covering market, technology, finance, and legal aspects must be conducted for investment projects, including financing, investment, management, and exit strategies [3][4] Management During Investment - The company conducts comprehensive supervision and inspection of major investment projects, focusing on project execution and outcomes [5] - Investment units are required to regularly analyze key investment projects and take timely measures in response to significant changes in external environments or project conditions [5] Post-Investment Management - The company conducts annual evaluations of completed investment projects to summarize investment experiences and improve decision-making mechanisms [6] - A special report is generated from the post-evaluation to enhance project success rates and investment returns [6] Information Disclosure - The company adheres to relevant laws, regulations, and normative documents regarding information disclosure, ensuring timely compliance with disclosure obligations [6]
深天马A: 外汇衍生品交易业务管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 12:12
天马微电子股份有限公司 外汇衍生品交易业务管理制度 第三条 公司开展外汇衍生品交易业务只允许与经国家外汇管理总局和中 国人民银行批准、具有外汇衍生品交易业务经营资格的金融机构进行交易,不得 与前述金融机构之外的其他组织或个人进行交易。 第四条 公司进行外汇衍生品交易必须基于公司的外币收(付)款的谨慎预 测,外汇衍生品交易合约的外币金额不得超过外币收(付)款的谨慎预测量。外 汇衍生品交易的交割期间需与公司预测的外币回款时间相匹配,持仓时间一般不 得超过 12 个月或实货合同规定时间。 (2025 年 8 月修订) 第一章 总 则 为规范天马微电子股份有限公司(以下简称"公司")外汇衍生品交易业务及 相关信息披露工作,加强对外汇衍生品交易业务的管理,防范投资风险,健全和 完善公司外汇衍生品交易业务管理机制,确保公司资产安全,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》《上 市公司信息披露管理办法》及《公司章程》等有关规定,结合公司实际情况,特 制定本制度。 第一条 本制度所指外汇衍生品业务主要是以汇率为标的资产的远期合约、 掉期业务为套期工具,旨在为降低主业范围内风险敞口而 ...
深天马A: 募集资金使用管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 12:12
Core Points - The document outlines the management and usage regulations for funds raised by Tianma Microelectronics Co., Ltd, ensuring investor interests are protected and compliance with relevant laws and regulations is maintained [1][21]. Group 1: General Principles - The management system is established to regulate the management and use of raised funds, ensuring alignment with the commitments made in the issuance application documents [1]. - The term "raised funds" refers to funds obtained through the issuance of stocks or other equity-like securities, excluding funds raised for equity incentive plans [1]. - The company must use raised funds prudently and ensure that their usage aligns with the commitments made during the issuance process [1][2]. Group 2: Fund Storage - The company is required to open a special account for raised funds, which must be approved by the board of directors, and these funds should not be mixed with other funds [3]. - Upon the arrival of raised funds, the company must promptly complete verification procedures and obtain a verification report from a qualified accounting firm [9]. - A tripartite supervision agreement must be signed with the sponsor or independent financial advisor and the commercial bank within one month of the funds being in place [10]. Group 3: Fund Usage - Raised funds should primarily be used for the company's main business and must not be used for high-risk investments or to provide financial assistance to others [6][7]. - The company must ensure the authenticity and fairness of the use of raised funds, preventing misuse by controlling shareholders or related parties [12]. - If any investment project funded by raised funds encounters significant changes in market conditions or fails to meet investment timelines, the company must reassess the project's feasibility [13][14]. Group 4: Management and Supervision - The finance management center of the company must maintain detailed records of the usage of raised funds, and internal audits should be conducted quarterly [30]. - The board of directors is responsible for continuously monitoring the actual management and usage of raised funds and must report any discrepancies in investment progress [31][32]. - Any irregularities in the management of raised funds must be reported to the Shenzhen Stock Exchange by the sponsor or independent financial advisor [20].
深天马A: 会计师事务所选聘制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 12:12
Core Points - The document outlines the selection system for accounting firms at Tianma Microelectronics Co., Ltd, emphasizing compliance with relevant laws and regulations [1][2][3] - The responsibilities of the Audit and Risk Management Committee include overseeing the selection process and evaluating the performance of the appointed accounting firms [5][6] - The document specifies the procedures for selecting accounting firms, including requirements for public bidding and the need for thorough evaluation of candidates [12][13] Group 1: General Provisions - The selection of accounting firms must be approved by the Board of Directors and the shareholders' meeting, ensuring no interference from major shareholders before these approvals [1][2] - The selection process aims to maintain independence and integrity in auditing practices [1][2] Group 2: Responsibilities and Authority - The Audit and Risk Management Committee is tasked with developing policies for selecting accounting firms and supervising their audit work [5][6] - The committee must submit annual evaluation reports on the performance of the appointed accounting firms to the Board of Directors [5][6] Group 3: Quality Requirements for Accounting Firms - Selected accounting firms must possess qualifications related to securities and futures, and have a good record of professional quality [9] - The firms must have independent legal status and a solid organizational structure to ensure effective audit execution [9] Group 4: Selection Procedures - The document mandates that the selection of accounting firms should generally not exceed eight years, with a maximum extension to ten years under specific conditions [10][11] - The selection process must be conducted through public or invited bidding to ensure fairness and transparency [12][13] Group 5: Special Provisions for Reappointment - The company must notify the accounting firm 20 days in advance before termination or non-renewal of their services [22] - The document outlines the conditions under which the company may change accounting firms during the audit period [23] Group 6: Supervision and Penalties - The Audit and Risk Management Committee is responsible for monitoring the compliance of selected accounting firms with relevant laws and internal policies [26][27] - Serious violations by accounting firms can lead to penalties, including termination of their services and potential financial liabilities for responsible individuals [28][29]
深天马A: 年报信息披露重大差错责任追究制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 12:12
Core Points - The company has established a system for accountability regarding significant errors in annual report disclosures to enhance the quality and transparency of information [1][2] - The accountability system applies to directors, senior management, subsidiary heads, and other personnel involved in annual report disclosures [1][2] - The system outlines specific circumstances that constitute significant errors in annual report disclosures, including violations of laws and regulations [2][3] Summary by Sections General Principles - The system aims to ensure accountability, objectivity, and proportionality in addressing errors in annual report disclosures [2] - It emphasizes that responsibility should align with the severity of the error and that rights and responsibilities are balanced [2] Identification of Significant Errors - Significant errors include violations of the Company Law, Securities Law, accounting standards, and internal regulations that lead to adverse impacts [2] - Additional criteria for significant errors include actions that result in severe consequences or are due to personal misconduct [2] Accountability for Significant Errors - The company will hold responsible parties accountable for significant errors, including the chairman, general manager, and financial officers, who bear primary responsibility for the accuracy and completeness of financial reports [3][4] - The system allows for mitigating circumstances that may lessen the severity of penalties for responsible individuals [3] Penalties and Measures - The forms of accountability include corrective actions, public criticism, demotion, dismissal, and compensation for losses [4] - The outcomes of accountability measures can be incorporated into the annual performance evaluations of relevant departments and personnel [4] Additional Provisions - The accountability system also applies to quarterly and semi-annual report disclosures [4] - Any matters not covered by this system will defer to relevant laws and regulations [4] - The board of directors holds the authority to interpret and amend this system [4]
深天马A: 投资者关系管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 12:12
天马微电子股份有限公司 投资者关系管理制度 (2025 年 8 月修订) 第一章 总 则 第一条 为了进一步规范天马微电子股份有限公司(以下简称"公司")的 投资者关系管理工作,加强与投资者及潜在投资者(以下统称为"投资者")之 间的有效沟通,促进公司与投资者之间良性互动,促进公司完善治理,切实保护 投资者特别是中小投资者的合法权益,根据《中华人民共和国公司法》《中华人 民共和国证券法》《国务院关于进一步提高上市公司质量的意见》《国务院办公 厅关于进一步加强资本市场中小投资者合法权益保护工作的意见》《上市公司投 资者关系管理工作指引》《深圳证券交易所股票上市规则》《深圳证券交易所上 市公司自律监管指引第 1 号——主板上市公司规范运作》及《天马微电子股份有 限公司章程》(以下简称"《公司章程》")等相关法律法规和公司规章制度的 有关规定,结合公司实际情况,制定本制度。 第二条 投资者关系管理是指公司通过便利股东权利行使、信息披露、互动 交流和诉求处理等工作,加强与投资者及潜在投资者之间的沟通,增进投资者对 公司的了解和认同,以提升公司治理水平和企业整体价值,实现尊重投资者、回 报投资者、保护投资者目的的相关活 ...
深天马A: 财务会计相关负责人管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 12:12
Core Viewpoint - The document outlines the management system for financial and accounting personnel at Tianma Microelectronics Co., Ltd, emphasizing the importance of compliance with laws and regulations, internal control mechanisms, and the responsibilities of financial leaders to ensure the integrity of financial data and reports [1][2]. Group 1: General Principles - The purpose of the management system is to strengthen the management of financial and accounting personnel, standardize financial accounting work, enhance financial supervision, and ensure the healthy development of the company's economic activities [1]. - The financial manager is responsible for managing and supervising all financial activities and reports, ensuring their authenticity, legality, and completeness, and is accountable to the board of directors [1][2]. Group 2: Qualifications for Positions - The company appoints a financial manager (chief accountant) nominated by the general manager and approved by the board of directors, with a term aligned with the board [2]. - The financial manager must have over 5 years of comprehensive financial management experience in medium to large enterprises and hold relevant senior professional qualifications [2][3]. Group 3: Responsibilities and Authority - The financial manager is responsible for reporting to the general manager and board, participating in major decision-making processes, establishing financial management systems, and ensuring compliance with financial regulations [12]. - The accounting manager is tasked with drafting financial management and accounting systems, preparing financial reports, and ensuring the quality of financial data [6][7]. Group 4: Assessment and Accountability - The financial manager is subject to regular assessments, and the results will influence their reappointment or dismissal [23]. - The document specifies the grounds for accountability for both the financial manager and accounting manager, including violations of laws and regulations, failure to ensure accurate financial reporting, and negligence leading to significant losses [24][25]. Group 5: Rights and Protections - The company cannot penalize the financial manager for adhering to laws and regulations, ensuring their rights are protected [29].
深天马A: 非金融企业债务融资工具信息披露事务管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 12:12
Core Viewpoint - The document outlines the information disclosure management system for Tianma Microelectronics Co., Ltd. regarding the issuance of non-financial corporate debt financing instruments in the interbank bond market, emphasizing compliance with relevant laws and regulations to protect the rights of the company and its investors [1][17]. Group 1: General Provisions - The purpose of the management system is to standardize the information disclosure behavior of the company in the interbank bond market [1]. - Non-financial corporate debt financing instruments refer to securities issued by legally qualified non-financial enterprises that promise to repay principal and interest within a specified period [1]. - Information disclosure includes information required by regulatory agencies during the issuance or the duration of the debt financing instruments that may significantly impact the company's debt repayment ability [1]. Group 2: Responsibilities of Directors and Management - Company directors and senior management must ensure that disclosed information is true, accurate, complete, and timely, and they bear legal responsibility for any false or misleading statements [2]. - If any director cannot guarantee the accuracy of the disclosed information, they must express their dissent and provide reasons [2]. Group 3: Disclosure Standards and Content - The company must disclose the main content of the information disclosure management system before the first issuance and include the information disclosure officer's details in the issuance documents [7]. - The issuance documents must include audited financial reports for the last three years and the most recent accounting statements [8]. - After the issuance of debt financing instruments, the company must announce the actual issuance scale, price, and term in a timely manner [9]. Group 4: Ongoing Disclosure Requirements - The company is required to disclose annual reports within four months after the end of each fiscal year, semi-annual reports within two months after the end of the first half of the fiscal year, and quarterly financial statements within specified timeframes [3][5]. - Significant events that may affect the company's debt repayment ability must be disclosed promptly, including changes in business operations, management, or financial conditions [11]. Group 5: Major Event Disclosure - The company must disclose major events within two working days of their occurrence, including board resolutions, agreements, or significant changes in management [7]. - If a major event is likely to affect the company's debt repayment ability, the company must disclose the current status and potential risks within two working days [7]. Group 6: Responsibilities of the Disclosure Officer - The company's information disclosure officer is responsible for organizing and coordinating the information disclosure related to debt financing instruments and maintaining investor relations [27]. - If the information disclosure officer can no longer perform their duties, a new officer must be elected and disclosed within two working days [28]. Group 7: Internal Control and Supervision - The company must establish and implement internal control and supervision mechanisms for financial management and accounting in accordance with national regulations [39]. - The management is responsible for ensuring the effectiveness of these controls to guarantee the authenticity and accuracy of financial data [39].
深天马A: 2025年半年度报告摘要
Zheng Quan Zhi Xing· 2025-08-22 12:10
Core Viewpoint - Tianma Microelectronics Co., Ltd. reported a significant recovery in its financial performance for the first half of 2025, with a net profit attributable to shareholders increasing by 142% year-on-year, marking a turnaround from losses in the previous period [4]. Financial Performance - The company's operating revenue reached approximately 17.48 billion yuan, representing a 9.93% increase compared to the same period last year [1]. - The net profit attributable to shareholders was approximately 205.90 million yuan, a substantial recovery from a loss of about 489.39 million yuan in the previous year [1]. - The net profit after deducting non-recurring gains and losses was approximately 787.26 million yuan, compared to a loss of about 1.04 billion yuan in the same period last year [1]. - The net cash flow from operating activities increased by 48.44% to approximately 3.97 billion yuan [1]. Asset and Equity Status - Total assets at the end of the reporting period were approximately 77.62 billion yuan, down 4.45% from the previous year [2]. - The net assets attributable to shareholders were approximately 27.51 billion yuan, a slight increase of 0.95% from the previous year [2]. Market and Industry Trends - The global small and medium-sized display market showed signs of recovery, driven by demand in key application markets such as smartphones, automotive displays, and IT products [4]. - The penetration rate of OLED in smartphones continued to rise, and the demand for high-end automotive displays increased due to trends like multi-screen and large-screen setups [4]. - The company maintained a leading position in the automotive display sector, with a significant increase in shipments of LTPS automotive display products, which grew over 76% year-on-year [8]. Technological Innovations - The company launched several innovative products, including the world's first integrated fingerprint recognition and color temperature sensing AMOLED display, which won the "Best OLED-Based Technology" award at SID 2025 [5]. - In the automotive display sector, the company introduced a 12.3-inch hidden display and a light field 3D AR-HUD, both of which received accolades for their advanced technology [5]. Operational Efficiency - The company implemented cost management strategies that resulted in a reduction of the cost-to-income ratio by approximately 5.4 percentage points, contributing to improved profitability [10]. - The company is actively pursuing digital transformation and smart manufacturing initiatives to enhance operational efficiency and management capabilities [10]. Social Responsibility - The company has committed to sustainable development and carbon neutrality, launching a carbon management action plan and receiving multiple awards for its ESG practices [10].
深天马A: 2025年半年度报告
Zheng Quan Zhi Xing· 2025-08-22 12:10
Core Viewpoint - Tianma Microelectronics Co., Ltd. reported a significant recovery in its financial performance for the first half of 2025, with a notable increase in revenue and net profit, driven by growth in key markets such as mobile displays, automotive displays, and IT products [2][10][11]. Financial Performance - The company's revenue for the first half of 2025 reached approximately CNY 17.48 billion, representing a 9.93% increase compared to CNY 15.90 billion in the same period last year [2][18]. - Net profit attributable to shareholders was CNY 205.90 million, a substantial turnaround from a loss of CNY 489.39 million in the previous year, marking an increase of CNY 695.29 million [2][11]. - The operating cash flow increased by 48.44% to CNY 3.97 billion, up from CNY 2.67 billion in the previous year [2][17]. Business Overview - Tianma Microelectronics focuses on providing customized display solutions and has established itself as a leader in the small to medium-sized display sector over the past 40 years [3][10]. - The company employs a "2+1+N" development strategy, emphasizing mobile displays and automotive displays as core businesses, while IT displays are identified as a key growth area [10][11]. Market Trends - The global small to medium-sized display market is showing signs of recovery, with demand driven by smartphones, automotive displays, and IT products [10][11]. - The penetration rate of OLED technology in mobile devices is increasing, and the automotive sector is experiencing a trend towards larger and multi-screen displays [10][11]. Competitive Advantages - The company maintains a strong competitive edge through a differentiated strategy centered on customer needs and a global production and marketing network [3][6]. - Continuous investment in R&D and innovation has led to advancements in display technologies, including Micro-LED and flexible AMOLED displays [3][12]. Product Development - Tianma has launched several innovative products, including the world's first integrated fingerprint recognition and color temperature sensing AMOLED display, which won the "Best OLED-Based Technology" award in 2025 [12][13]. - The company is also advancing in the automotive display sector with products like the 12.3-inch hidden display and the world's first light field 3D AR-HUD [12][13]. Supply Chain Management - The company has established strong relationships with thousands of suppliers, focusing on long-term collaboration and supply chain resilience [7][8]. - Efforts are being made to enhance local and diversified procurement strategies to strengthen supply chain security [7][8]. Social Responsibility - Tianma is committed to sustainable development and has implemented a carbon neutrality action plan, receiving recognition for its ESG practices [17].