Announcement on the Signing of a Distributed Photovoltaic Power Station Contract Energy Management Agreement by Subsidiaries and Related Party Transaction
The company and the board of directors guarantee the authenticity, accuracy, and completeness of the information disclosed, and are not subject to any false records, misleading statements, or major omissions.
Definitions: "The Company," "Company" refers to "Tianma Microelectronics Co., Ltd." "Shanghai Tianma" refers to "Shanghai Tianma Microelectronics Co., Ltd." "Shanghai Optoelectronics" refers to "Shanghai China Aviation Optoelectronics Co., Ltd." "Wuhan Tianma" refers to "Wuhan Tianma Microelectronics Co., Ltd." "Wuhan Tianma Shanghai Branch" refers to "Shanghai Branch of Wuhan Tianma Microelectronics Co., Ltd." "Chengdu Tianma" refers to "Chengdu Tianma Microelectronics Co., Ltd." "Wuhu Tianma" refers to "Tianma (Wuhu) Microelectronics Co., Ltd." "China Aviation Complete Set" refers to "China Aviation International Complete Set Equipment Co., Ltd."
1. Overview of Related Party Transaction
In order to actively respond to the concept of low-carbon development, further reduce carbon emissions, and reduce the company's operating costs, subsidiaries of Tianma Microelectronics Co., Ltd., including Shanghai Tianma Microelectronics Co., Ltd., Shanghai China Aviation Optoelectronics Co., Ltd., Wuhan Tianma Microelectronics Co., Ltd., Wuhan Tianma Microelectronics Co., Ltd. Shanghai Branch, Chengdu Tianma Microelectronics Co., Ltd., and Tianma (Wuhu) Microelectronics Co., Ltd., will sign "Distributed Photovoltaic Power Station Contract Energy Management Agreements" with the related party China Aviation International Complete Set Equipment Co., Ltd. China Aviation Complete Set will construct distributed photovoltaic power stations in designated rooftop areas owned by Shanghai Tianma, Shanghai Optoelectronics, Wuhan Tianma, Wuhan Tianma Shanghai Branch, Chengdu Tianma, and Wuhu Tianma, and will be responsible for the operation and maintenance of these power stations. After the photovoltaic power stations are completed, China Aviation Complete Set will sell the electricity generated at preferential prices to Shanghai Tianma, Shanghai Optoelectronics, Wuhan Tianma, Wuhan Tianma Shanghai Branch, Chengdu Tianma, and Wuhu Tianma. The project operation period is 25 years, and the estimated cumulative transaction amount over 25 years is RMB 671.73 million (estimated reference amount; given that the grid electricity price and the company's actual electricity consumption may change during the cooperation period, the final amount will be subject to settlement, and the same applies below).
China Aviation Complete Set is a subsidiary of the company's actual controller. Some directors of the company serve as directors of China Aviation Complete Set. According to the relevant provisions of the "Shenzhen Stock Exchange Stock Listing Rules," China Aviation Complete Set is a related party of the company, and this transaction constitutes a related party transaction for the company.
On June 22, 2026, the company held the seventh meeting of the eleventh board of directors, which reviewed and approved the "Proposal on the Signing of a Distributed Photovoltaic Power Station Contract Energy Management Agreement by Subsidiaries and Related Party Transaction." Related directors Mr. Cheng Wei, Mr. Guo Gaohang, Mr. Deng Jianghu, Mr. Huang Kai, and Mr. Wang Lei abstained from voting. Non-related directors Ms. Xie Jieping, Mr. Shao Qing, Mr. Ma Zhenfeng, Mr. Liang Qing, Ms. Geng Yi, Mr. Zhang Hong, and Ms. Tong Yixing voted on this proposal. The voting result was: 7 votes in favor, 0 votes against, and 0 abstentions.
This related party transaction has been reviewed and approved by the fourth meeting of the eleventh board of supervisors of independent directors of the company in 2026.
This related party transaction does not constitute a major asset restructuring as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies," nor does it constitute a restructuring of the listed company. It does not require approval from relevant departments. This related party transaction is within the scope of review by the company's board of directors and does not need to be submitted to the company's shareholders' meeting for review.