苏州纳芯微电子股份有限公司 2025年第二次临时股东大会决议公告 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： 本次会议是否有被否决议案：无 证券代码：688052 证券简称：纳芯微 公告编号：2025-034 一、 会议召开和出席情况 （一） 股东大会召开的时间：2025 年 6 月 30 日 （二） 股东大会召开的地点：公司会议室（苏州工业园区东荡田巷 9 号） （三） 出席会议的普通股股东、特别表决权股东、恢复表决权的优先股股东及 其持有表决权数量的情况： | 1、出席会议的股东和代理人人数 | 118 | | --- | --- | | 普通股股东人数 | 118 | | 2、出席会议的股东所持有的表决权数量 | 71,519,855 | | 普通股股东所持有表决权数量 | 71,519,855 | | 3、出席会议的股东所持有表决权数量占公司表决权数量的比 | 50.2210 | | 例（%） | | | 普通股股东所持有表决权数量占公司表决权数量的比例（%） | 50.2210 | （四） 表决 ...

江苏世纪同仁律师事务所关于 苏州纳芯微电子股份有限公司 2025 年第二次临时股东大会的法律意见书 苏州纳芯微电子股份有限公司： 根据《公司法》《证券法》和中国证监会《上市公司股东会规则》等法律、 法规和规范性文件以及《公司章程》的规定，本所受贵公司董事会的委托，指派 本所律师见证公司2025年第二次临时股东大会，并就本次股东大会的召集、召开 程序、出席会议人员资格、召集人资格、表决程序和表决结果的合法有效性等事 项出具法律意见。 为出具本法律意见书，本所律师对本次股东大会所涉及的有关事项进行了审 查，查阅了相关会议文件，并对有关问题进行了必要的核查和验证。 本所律师同意将本法律意见书随公司本次股东大会决议一并公告，并依法对 本法律意见书承担相应的责任。 1.本次股东大会的召集 本次股东大会由董事会召集。2025年6月13日，公司召开了第三届董事会第 十八次会议，决议于2025年6月30日以现场投票结合网络投票的表决方式召开 2025年第二次临时股东大会，并在指定信息披露网站上刊登了《关于召开2025年 第二次临时股东大会的通知》。 上述会议通知中载明了本次股东大会的召集人、投票方式、召开日期、时间、 地点、 ...

Investment Rating - The report maintains a "Buy" recommendation for the analog chip industry, indicating a positive outlook for growth and investment opportunities [1]. Core Insights - The analog chip industry is experiencing a recovery in demand, driven by the end of inventory destocking and a resurgence in applications across automotive, industrial automation, and data centers. The market is expected to grow by 6.7% year-on-year in 2025, reaching a size of $84.34 billion [4][6]. - The industry is characterized by high technical barriers and a wide range of applications, with a significant portion of the market still dominated by overseas companies. However, domestic companies are expected to benefit from accelerated localization efforts and mergers and acquisitions [5][6]. - The report highlights the importance of mergers and acquisitions as a key strategy for growth in the analog chip sector, with domestic firms entering a phase of platform integration to enhance competitiveness [6][7]. Summary by Sections Section 1: Overview of the Analog Chip Industry - Analog chips serve as a bridge between the physical and digital worlds, featuring a long product lifecycle and high customization [11]. - The global analog chip market share has remained stable at around 19% of the integrated circuit market, with a projected market size of approximately $81.23 billion in 2023 [11][19]. Section 2: Demand Recovery and Growth Potential - The analog chip market is expected to recover from a downturn, with a projected growth of 6.7% in 2025, driven by structural demand from sectors like automotive and industrial automation [6][39]. - The report identifies key growth drivers, including the increasing penetration of electric vehicles and advancements in AI applications, which are expected to boost demand for high-performance analog chips [6][61]. Section 3: Domestic Replacement and Market Opportunities - The report notes that the domestic market is still largely dominated by foreign companies, but there is significant room for domestic firms to increase their market share through localization and innovation [6][39]. - The domestic analog chip self-sufficiency rate is projected to rise from 9% in 2019 to over 16% by 2024, indicating a positive trend towards local production [6][38]. Section 4: Key Investment Targets - The report suggests focusing on specific companies such as Naxin Microelectronics, Shengbang Co., Si Rui Pu, and Jiehuate, which are well-positioned to benefit from the industry's growth and localization trends [7][39].

No. 9, Dongdangtian Road, Suzhou Industrial Park, Suzhou City, Jiangsu Province Environmental, Social 2024 Environmental, Social and Governance (ESG) Report and Governance (ESG) Report CONTENTS | About This Report | 02 | | --- | --- | | A Message from the Chairman | 04 | | A Closer Look at | | | NOVOSENSE: Embarking | | | on a New Chapter | 06 | | Company Profile | 06 | | Global Presence | 06 | | Corporate Culture | 07 | | Core Business | 07 | | History | 08 | | Outlook | 71 | | --- | --- | | Appendix | 72 ...

苏州纳芯微电子股份有限公司 2025 年第二次临时股东大会会议资料 证券代码：688052 证券简称：纳芯微 苏州纳芯微电子股份有限公司 2025 年第二次临时股东大会 会议资料 二〇二五年六月 1 / 8 苏州纳芯微电子股份有限公司 2025 年第二次临时股东大会会议资料 苏州纳芯微电子股份有限公司 2025 年第二次临时股东大会会议须知 苏州纳芯微电子股份有限公司 2025 年第二次临时股东大会会议资料 苏州纳芯微电子股份有限公司 2025 年第二次临时股东大会会议资料目录 | 2025 | 年第二次临时股东大会会议须知 3 | | --- | --- | | 2025 | 年第二次临时股东大会会议议程 5 | | 2025 | 年第二次临时股东大会会议议案 7 | | 议案一 | 《关于使用剩余超募资金永久补充流动资金的议案》 7 | 2 / 8 为了维护全体股东的合法权益，确保股东大会的正常秩序和议事效率，保证 股东大会的顺利进行，根据《中华人民共和国公司法》《中华人民共和国证券法》 《上市公司股东会规则》以及《苏州纳芯微电子股份有限公司章程》《苏州纳芯 微电子股份有限公司股东大会议事规则》等相关规定 ...

Core Points - The company is holding its second extraordinary general meeting of shareholders in 2025 to ensure the rights of all shareholders and maintain the order and efficiency of the meeting [2][3] - The meeting will discuss the proposal to use remaining raised funds to permanently supplement working capital, which aims to improve fund utilization efficiency and reduce financial costs [6][7] Meeting Procedures - Attendees must verify their identity and complete registration 30 minutes before the meeting starts, providing necessary documentation [2] - Shareholders have the right to speak, inquire, and vote during the meeting, but must register in advance to ask questions [3] - Voting will be conducted both on-site and online, with specific time slots for each method [5][6] Agenda Items - The first agenda item is the proposal regarding the use of remaining raised funds to permanently supplement working capital, which is intended to meet the company's operational needs and enhance profitability [6][7]

Core Viewpoint - The company plans to use remaining over-raised funds amounting to RMB 71,926.68 million for permanent working capital supplementation, subject to shareholder approval [1][5][6]. Fundraising Overview - The company was approved to publicly issue 25,266,000 shares at RMB 230.00 per share, raising a total of RMB 581,118.00 million, with a net amount of RMB 558,124.66 million after deducting issuance costs [2][4]. - The total amount of over-raised funds is included in the overall fundraising total [5]. Fund Usage Plan - The company intends to use the remaining over-raised funds to meet working capital needs, improve fund utilization efficiency, reduce financial costs, and enhance profitability [4][5][6]. - The company commits to using no more than 30% of the total over-raised funds for permanent working capital supplementation within any 12-month period [5][6]. Approval Process - The proposal to use the remaining over-raised funds was approved in the 18th meeting of the third board of directors and the supervisory board on June 13, 2025, and is pending shareholder meeting approval [2][6][7]. Opinions from Supervisory Board and Sponsor - The supervisory board supports the use of over-raised funds for working capital, stating it aligns with regulations and does not harm shareholder interests [6]. - The sponsor also confirms that the proposal has followed necessary procedures and complies with relevant regulations [6][7].

Core Viewpoint - The company intends to use the remaining over-raised funds to permanently supplement its working capital, which aligns with its operational needs and benefits all shareholders [1][2][5]. Fundraising Overview - The company raised a total of RMB 581,118.00 million by issuing 25,266,000 shares at RMB 230.00 per share, with a net amount of RMB 558,124.66 million after deducting various fees [1][2]. - The funds have been deposited in a special account approved by the board and are subject to a tripartite supervision agreement with the sponsor and the bank [1]. Investment Project Status - The company has completed the investment projects related to the initial public offering, specifically the "Signal Chain Chip Development and System Application Project" and the "R&D Center Construction Project," and has approved the conclusion of these projects [2]. Plan for Using Over-raised Funds - The company plans to use the remaining over-raised funds to meet its working capital needs, improve fund utilization efficiency, reduce financial costs, and enhance profitability, all while ensuring that the original fundraising projects continue as planned [2][3]. Related Commitments and Explanations - The company commits that the total amount used for working capital from over-raised funds will not exceed 30% of the total over-raised funds within any 12-month period [4]. - The company will not engage in high-risk investments or provide financial assistance to entities outside its subsidiaries within 12 months after using the funds [4]. Review Procedures - The company’s board and supervisory board have approved the use of RMB 71,926.68 million of the remaining over-raised funds for working capital, pending approval from the shareholders' meeting [4]. Supervisory Board Opinion - The supervisory board believes that the use of over-raised funds for working capital complies with relevant regulations and does not harm shareholder interests, thus supporting the proposal [4][5]. Sponsor's Verification Opinion - The sponsor has verified that the use of remaining over-raised funds has been approved by the necessary corporate bodies and complies with regulatory requirements, supporting the efficiency and profitability of the company [5].

Group 1 - The company, Suzhou Naxin Microelectronics Co., Ltd., is convening its second extraordinary general meeting of shareholders in 2025 on June 30, 2025, at 15:00 [1][4] - The voting method for the meeting will combine on-site voting and online voting through the Shanghai Stock Exchange's shareholder meeting voting system [1][4] - The online voting will be available on the same day from 9:15 to 15:00, with specific time slots for trading system voting [1][2] Group 2 - The agenda for the meeting includes a proposal to use remaining raised funds to permanently supplement working capital, which has already been approved by the company's board and supervisory board [2][4] - There are no related shareholders that need to abstain from voting on the proposal [2] - Shareholders must register to attend the meeting by providing necessary identification and proof of shareholding by June 27, 2025 [5][6] Group 3 - Shareholders can appoint proxies to attend the meeting, and the proxy does not need to be a shareholder of the company [6][7] - The registration process for attending the meeting includes specific documentation requirements for both individual and corporate shareholders [6][14] - The company will not cover travel and accommodation expenses for attending shareholders or their proxies [14]

Group 1 - The company held its 18th meeting of the third supervisory board on June 13, 2025, with all three supervisors present, ensuring compliance with relevant laws and regulations [1][2] - The supervisory board approved the proposal to use up to RMB 900 million of idle raised funds and up to RMB 3.5 billion of idle self-owned funds for cash management, ensuring that it does not affect the company's normal operations or fundraising plans [1][2] - The board also approved the use of remaining over-raised funds to permanently supplement working capital, which aligns with regulatory requirements and aims to improve fund utilization efficiency and reduce financial costs [2]