证券代码：688045 证券简称：必易微 公告编号：2025-029 深圳市必易微电子股份有限公司 第二届监事会第十五次会议决议公告 本公司监事会及全体监事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 一、监事会会议召开情况 深圳市必易微电子股份有限公司（以下简称"公司"）第二届监事会第十五 次会议（以下简称"本次会议"或"会议"）于 2025 年 8 月 15 日以现场结合通 讯会议方式在公司会议室召开，本次会议已于 2025 年 8 月 8 日以邮件方式发出 会议通知，由监事会主席王晓佳先生召集和主持，应出席监事 3 人，实际出席监 事 3 人。本次会议的召集和召开符合《中华人民共和国公司法》和《深圳市必易 微电子股份有限公司章程》的有关规定。 二、监事会会议审议情况 本次会议以书面表决方式进行表决。经与会监事认真审议，一致通过了以下 议案： （一）关于公司《2025 年半年度报告》及其摘要的议案 全体监事经审查后认为：公司《2025 年半年度报告》及其摘要的编制和审 议程序符合相关法律、行政法规及公司相关管理制度的规定；公司《2025 ...

证券代码：688045 证券简称：必易微 公告编号：2025-035 深圳市必易微电子股份有限公司 关于召开2025年第一次临时股东大会的通知 本公司董事会及全体董事保证公告内容不存在任何虚假记载、误导性陈述或 者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 重要内容提示： ? 股东大会召开日期：2025 年 9 月 5 日 ? 本次股东大会采用的网络投票系统：上海证券交易所股东大会网络投票 系统 一、 召开会议的基本情况 （一） 股东大会类型和届次 （二） 股东大会召集人：董事会 （三） 投票方式：本次股东大会所采用的表决方式是现场投票和网络投票相结 合的方式 （四） 现场会议召开的日期、时间和地点 召开日期时间：2025 年 9 月 5 日 14 点 30 分 召开地点：深圳市南山区西丽街道云科技大厦 33 楼公司培训室 （五） 网络投票的系统、起止日期和投票时间。 网络投票系统：上海证券交易所股东大会网络投票系统 网络投票起止时间：自2025 年 9 月 5 日 至2025 年 9 月 5 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股 东大会召开当日的交易时间 ...

Core Points - The company has approved the addition of its wholly-owned subsidiary, Shanghai Biyimi Electronics Technology Co., Ltd., as the implementation entity for the fundraising project "Development and Industrialization of Power Management Series Control Chips" [3][7] - The fundraising project will now be implemented in Shanghai, optimizing resource allocation and improving the efficiency of fund usage [3][7] - The total amount raised from the initial public offering (IPO) was RMB 95,201.58 million, with a net amount of RMB 86,077.79 million after deducting issuance costs [2][3] Fundraising Overview - The company issued 17,262,300 shares at a price of RMB 55.15 per share during its IPO [2] - The total investment amount for the fundraising projects is RMB 65,251.50 million [2] - The "Biyimi R&D Center Construction Project" has been completed and is now operational [2] New Implementation Entity and Location - The original implementation entities for the project were the company and Hangzhou Biyimi Electronics Co., Ltd. [3] - The new implementation entity is Shanghai Biyimi Electronics Technology Co., Ltd., and the new location is Shanghai [3][5] - The changes do not affect the investment direction, total investment, or implementation content of the fundraising projects [3][7] Regulatory Compliance - The company will supervise the use of raised funds in accordance with relevant regulations and has established a dedicated fund account for this purpose [6][8] - The supervisory board and the sponsor have expressed their agreement with the changes, confirming compliance with legal and regulatory requirements [8][9]

证券代码：688045 证券简称：必易微 公告编号：2025-031 深圳市必易微电子股份有限公司 关于取消监事会、修订《公司章程》并办理 工商变更登记及修订、新增部分管理制度的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 深圳市必易微电子股份有限公司（以下简称"公司"）于 2025 年 8 月 15 日召开了第二届董事会第十七次会议，审议通过了《关于取消监事会并修订 <公> 司章程>及办理工商变更登记的议案》《关于修订、新增公司部分管理制度的议 案》，现将相关情况公告如下： 一、取消监事会的情况 根据《中华人民共和国公司法》（以下简称"《公司法》"）、《上市公司 章程指引》的有关规定，上市公司将不再设置监事会及监事，由董事会审计委员 会行使《公司法》规定的监事会的职权。因此，公司拟取消监事会，由公司董事 会审计委员会行使《公司法》规定的监事会的职权，公司《监事会议事规则》相 应废止，公司各项规章制度中与公司监事、监事会相关的规定不再适用。 在公司股东大会审议通过取消监事会的事项前，公司第二届监事会及监事仍 将继续 ...

Core Points - The report details the fundraising activities and usage of funds by Shenzhen Biyimi Microelectronics Co., Ltd. for the first half of 2025, ensuring compliance with relevant regulations and protecting investor interests [1][2][4] Fundraising Overview - The company raised a total of RMB 95,201.58 million by issuing 17,262,300 shares at RMB 55.15 per share, with a net amount of RMB 86,077.79 million after deducting issuance costs [1] - As of June 30, 2025, the total actual received fundraising amount was RMB 879,222,196.04, with a remaining balance of RMB 218,892,997.78 in the fundraising account [2][4] Fund Usage and Surplus - Cumulative direct investment in fundraising projects amounted to RMB 395,212,306.06, with RMB 69,953,204.26 invested in the current period [2][4] - The company has permanently supplemented working capital with RMB 167,529,096.32 from excess fundraising, and repurchased shares worth RMB 47,364,750.01 [4][6] Fund Management - The company has established a dedicated account storage system for fundraising, ensuring compliance with laws and regulations, and has signed multiple tripartite and quadripartite supervision agreements with banks and underwriters [1][2] - As of June 30, 2025, there were no outstanding financial products held, and all idle funds were managed effectively to generate returns [4][6] Project Status and Adjustments - There were no changes to the fundraising investment projects as of June 30, 2025, and no external transfers or replacements of fundraising projects occurred [5][6] - The company has adjusted the internal investment structure and extended the expected operational dates for certain projects, including the power management series control chip development project and the motor drive control chip development project, to May 2027 [5][6] Compliance and Disclosure - The company has adhered to all relevant laws and regulations regarding the use and disclosure of fundraising, ensuring timely and accurate reporting of fundraising storage and usage [5][6]

Core Viewpoint - The document outlines the management system for the shares held by directors and senior management of Shenzhen Biyimi Microelectronics Co., Ltd, emphasizing compliance with relevant laws and regulations to maintain market order and transparency [2][3][4]. Summary by Sections General Principles - The management system is established to strengthen the oversight of shares held by directors and senior management, ensuring adherence to the Company Law, Securities Law, and other regulatory guidelines [2]. - The system applies to all shares held by directors and senior management, whether registered in their names or held through others [2]. Prohibited Trading Activities - Directors and senior management are prohibited from engaging in margin trading involving the company's stock [3]. - Specific conditions under which share reduction is not allowed include within one year of the company's stock listing and within six months post-resignation [3][4]. Share Transfer Regulations - Directors and senior management can transfer a maximum of 25% of their total shares annually, with exceptions for judicial enforcement or inheritance [4]. - Newly acquired shares can be transferred in the current year, while shares with restrictions will count towards the next year's transfer limit [5]. Trading Blackout Periods - Trading is restricted during specific periods, such as 15 days before the annual or semi-annual report announcements and 5 days before quarterly reports [9]. - Directors and senior management cannot sell shares within six months of purchase or repurchase shares within six months of selling [6]. Information Disclosure - The company secretary is responsible for managing and reporting the shareholdings of directors and senior management, ensuring timely and accurate disclosures [12][13]. - Any changes in shareholdings must be reported within two trading days, including details of the number of shares before and after the change [17]. Shareholding Changes Management - Directors and senior management must report their shareholding information at specific times, such as upon appointment or when personal information changes [18]. - Share transfers due to divorce or company restructuring must be disclosed promptly, with adherence to the established transfer limits [20][21]. Accountability - Violations of the share trading regulations may result in penalties from regulatory bodies and potential internal disciplinary actions [22]. - The company is required to maintain complete records of any violations and report them as necessary [10].

Core Points - The article outlines the related party transaction management system of Shenzhen Biyimi Microelectronics Co., Ltd, ensuring fairness, justice, and transparency in transactions with related parties [2][3] - The system is established in accordance with relevant laws and regulations, including the Company Law and the Securities Law of the People's Republic of China [2][3] Group 1: Related Parties and Relationships - Related parties include individuals or entities that directly or indirectly control the company, hold more than 5% of shares, or are family members of key personnel [2][3][4] - The definition of related parties extends to those who have significant influence over the company through financial and operational decisions [6][7] Group 2: Transaction Scope and Principles - Related party transactions encompass various activities, including asset purchases, investments, and financial assistance [6][7] - Transactions must adhere to principles of honesty, equality, and market-based pricing to protect the interests of the company and its shareholders [7][8] Group 3: Decision-Making and Disclosure Procedures - The board of directors must ensure that related party transactions are reviewed and approved, with related directors abstaining from voting [8][9] - Transactions exceeding certain thresholds must be disclosed and may require shareholder approval, particularly if they exceed 30,000 yuan or 0.1% of total assets [9][10] Group 4: Exemptions and Special Cases - Certain transactions, such as public offerings or cash subscriptions, may be exempt from the related party transaction review process [11][12] - Transactions conducted by subsidiaries controlled by the company are treated as company transactions, subject to the same disclosure standards [12]

Core Viewpoint - The document outlines the insider information management system of Shenzhen Biyimi Microelectronics Co., Ltd, emphasizing the importance of confidentiality and compliance with relevant laws and regulations [1][2]. Group 1: General Provisions - The company establishes this system to regulate insider information management and ensure confidentiality in accordance with the Securities Law and other relevant regulations [1]. - The board of directors is responsible for managing insider information, with the chairman and the board secretary being the main accountable persons [1][2]. Group 2: Scope of Insider Information - Insider information refers to non-public information that significantly impacts the company's operations, finances, or market price of its securities [4]. - Major events that could affect stock trading prices must be reported immediately to regulatory authorities and publicly announced [4][5]. Group 3: Definition and Scope of Insider Information Recipients - Insider information recipients include directors, senior management, shareholders holding more than 5% of shares, and other relevant personnel who can access insider information due to their roles [6]. - The company must maintain accurate records of insider information recipients, including their knowledge of the information and the circumstances under which they obtained it [8][9]. Group 4: Management of Insider Information Recipients - The company is required to submit insider information recipient records and significant event progress memos to the Shanghai Stock Exchange [7][14]. - Insider information recipients must cooperate with the company in maintaining accurate records and must not disclose or trade based on insider information before it is publicly disclosed [19]. Group 5: Confidentiality Management - Insider information recipients are prohibited from disclosing or trading based on insider information before it is publicly disclosed [20]. - The company must limit the number of individuals who have access to insider information to the minimum necessary [20]. Group 6: Responsibilities - The China Securities Regulatory Commission (CSRC) may conduct inspections on the company's insider information management system and records [16]. - The company must investigate any insider trading or information leakage incidents and report findings to the CSRC and the stock exchange [16][17].

Core Viewpoint - The document outlines the external guarantee management measures of Shenzhen Biyimi Microelectronics Co., Ltd., aiming to standardize external guarantee behaviors, control risks, and protect the rights of the company, shareholders, and other stakeholders [2]. Group 1: General Principles - The external guarantee refers to the guarantees provided by the company for others, including guarantees for its controlling subsidiaries [2]. - The total amount of external guarantees includes both the company's guarantees and those of its controlling subsidiaries [2]. - Any external guarantee must be approved by the board of directors or shareholders' meeting according to the company's articles of association [4]. Group 2: Risk Assessment - Before providing a guarantee, the company must analyze the financial status, industry outlook, operational conditions, and creditworthiness of the applicant [7]. - The company should focus on whether the guarantee business complies with national laws and the company's guarantee policies [8]. - Guarantees cannot be provided if the applicant is undergoing restructuring, has deteriorating financial conditions, or is involved in significant legal disputes [4][8]. Group 3: Approval Process - External guarantees must be approved by the board of directors, with a requirement of at least two-thirds of the attending directors agreeing [5]. - Certain guarantees, such as those exceeding 10% of the latest audited net assets, require additional approval from the shareholders' meeting [6]. - Independent directors must review the guarantee matters, focusing on the applicant's financial and operational status [12]. Group 4: Contractual Obligations - The company must establish a guarantee contract that clearly defines the rights, obligations, and liabilities of the parties involved [16]. - The contract should specify the type and amount of the principal debt, the debtor's performance period, and the guarantee's scope [17]. - Any changes or extensions to the guarantee must be treated as new guarantees, requiring a new approval process [20]. Group 5: Risk Control and Responsibilities - The company must monitor the operational and financial status of the guaranteed party regularly [23]. - If the guaranteed party fails to meet its obligations, the company must fulfill its obligations under the guarantee contract and seek recourse [24]. - The company should manage the collateral provided for guarantees and ensure its safety and integrity [25].

General Principles - The investment management measures are established to protect the legal rights of Shenzhen Biyimi Microelectronics Co., Ltd. and its shareholders, ensuring that external investments are legal, prudent, safe, and effective [2] - The term "investment" includes but is not limited to equity investment, securities investment, new construction or technological transformation projects, and other legally permitted investments [2] Decision-Making Authority - The company's shareholders' meeting and board of directors are the decision-making bodies for external investments, with managers making decisions within their authorized scope [4] - Investments meeting certain thresholds must be submitted for board or shareholders' meeting approval, including transactions involving total assets over 10% of the latest audited total assets or transaction amounts exceeding 10% of the company's market value [5][6] Investment Approval Criteria - Specific criteria for board approval include asset totals over 50% of the latest audited total assets, transaction amounts over 50% of market value, and net profits exceeding 500,000 yuan [6] - The company’s subsidiaries must follow their own articles of association for external investments, but their decision-making authority cannot exceed that of the company's board [5] Investment Recovery and Transfer - The company can recover investments under certain conditions, such as project completion or bankruptcy of the investment entity [12] - Transfers of external investments are permissible for reasons like insufficient operating funds or other necessary circumstances [13] Reporting and Disclosure - The company must adhere to information disclosure obligations regarding external investments as per its articles of association [15] - Subsidiaries are required to provide accurate and timely information to the company for external disclosure [16] Miscellaneous - The investment management measures are subject to approval by the shareholders' meeting and take effect upon approval [19] - The interpretation rights of these measures belong to the company's board of directors [21]