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深天马A: 独立董事年度报告工作制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 12:20
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]
深天马A: 未来三年(2025年-2027年)股东回报规划
Zheng Quan Zhi Xing· 2025-08-22 12:13
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].
深天马A: 董事和高级管理人员离职管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 12:13
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].
深天马A: 内部审计管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 12:13
天马微电子股份有限公司 内部审计管理制度 (2025 年 8 月修订) 第一章 总 则 第一条 为了规范和指导天马微电子股份有限公司(以下简称"公司")内部审 计工作和审计人员执行审计业务的行为,保证审计质量,防范审计风险,加强内部的 管理和监督,提高企业管理水平,根据《中华人民共和国审计法》、《中华人民共和 国审计法实施条例》、《中华人民共和国国家审计准则》,结合天马公司实际,制定 本制度。 第二条 本制度是公司内部审计机构和审计人员履行审计职责的行为规范,是执 行审计业务的职业标准,是评价审计质量的基本尺度。 第三条 内部审计是指根据国家的方针政策、法律法规、公司章程以及有关文件 规定,对公司及全资和控股的子公司与直接或间接实际管理的公司(以下统称"各企 业"或"被审计单位")的财务收支、经济活动、内部控制、风险管理实施独立、客 观的监督、评价和建议,以促进各企业完善治理、实现目标的活动。 第四条 各企业在接受审计时,应当履行主动配合审计、提供真实完整审计资料 的主体责任,不得设置障碍阻挠审计,不得弄虚作假隐瞒情况,为审计工作开展提供 必要的条件保障。 第五条 内部审计机构在其职权范围内,应按规定程序出具 ...
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: 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: 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:2025年上半年净利润2.06亿元,同比增加6.95亿元
Xin Lang Cai Jing· 2025-08-22 11:55
Group 1 - The core viewpoint of the announcement is that the company reported a revenue of 17.475 billion yuan for the first half of 2025, reflecting a year-on-year growth of 9.93% [1] - The net profit for the same period was 206 million yuan, which represents an increase of 609 million yuan compared to the previous year [1] - The company has decided not to distribute cash dividends, issue bonus shares, or increase capital through reserves [1]
翰博高新:2025年半年度净利润约-2645万元
Mei Ri Jing Ji Xin Wen· 2025-08-21 10:01
Group 1 - The company Hanbo High-tech (SZ 301321) reported a revenue of approximately 1.554 billion yuan for the first half of 2025, representing a year-on-year increase of 50.84% [2] - The net profit attributable to shareholders of the listed company was a loss of approximately 26.45 million yuan [2] - The basic earnings per share showed a loss of 0.1717 yuan [2] Group 2 - In the same period of 2024, the company's revenue was approximately 1.03 billion yuan [2] - The net profit attributable to shareholders of the listed company for 2024 was a loss of approximately 65.97 million yuan [2] - The basic earnings per share for 2024 indicated a loss of 0.3621 yuan [2]