深圳市力合微电子股份有限公司 2025 年第三次临时股东会会议资料 证券代码：688589 证券简称：力合微 深圳市力合微电子股份有限公司 2025 年第三次临时股东会会议资料 深圳市力合微电子股份有限公司 2025年第三次临时股东会会议资料 二〇二五年九月 1 | . | . | 4 | 4 | | | --- | --- | --- | --- | --- | | D | 1 | œ | | œ | | | | 深圳市力合微电子股份有限公司 2025 年第三次临时股东会会议须知 为了维护全体股东的合法权益，确保股东会的正常秩序和议事效率，保证股东 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《公司章程》《股东会议事规则》等相关规定，特制定本须 知： 一、为确认出席会议的股东或其代理人或其他出席者的出席资格，会议工作人 员将对出席会议者的身份进行必要的核对工作，请被核对者给予配合。 出席会议的股东及股东代表须在会议召开前30 分钟到会议现场办理签到手续， 并请按规定出示身份证明文件、持股证明文件、法人单位证明、授权委托书等，经 验证后方可出席会议。 二、为保 ...

Core Viewpoint - The company Lihe Microelectronics (688589.SH) announced that its director, Feng Zhenggang, plans to reduce his shareholding due to personal financial needs, intending to sell up to 570,000 shares, which represents no more than 0.39% of the company's total share capital [1] Summary by Relevant Sections - **Shareholding Reduction Plan** - Feng Zhenggang intends to reduce his holdings within three months after a 15 trading day period following the announcement, adhering to regulations from the China Securities Regulatory Commission and the Shanghai Stock Exchange regarding share reduction [1] - The reduction will be executed through methods such as centralized bidding and block trading [1]

Group 1 - The company, Lihua Microelectronics (688589.SH), has won a bid for the first batch of metering equipment framework tender projects from China Southern Power Grid for 2025, with a bid amount of 51.0314 million yuan [1] - The total bid amount of approximately 51.0314 million yuan accounts for about 9.30% of the company's audited operating revenue for the fiscal year 2024 [1] - The impact on the company's performance for 2025 remains uncertain due to the specific delivery batches and timelines being influenced by on-site construction progress; however, successful implementation of the project is expected to have a positive effect on the company's performance [1]

Group 1 - The company reported a revenue of 198 million yuan for the first half of 2025, representing a year-on-year decline of 24.74% [1] - The net profit attributable to the parent company was 24.85 million yuan, down 41.15% year-on-year [1] - The net profit excluding non-recurring gains and losses was 17.27 million yuan, reflecting a year-on-year decrease of 55.02% [1]

| 证券代码：688589 | 证券简称：力合微 | 公告编号：2025-048 | | --- | --- | --- | | 债券代码：118036 | 债券简称：力合转债 | | 深圳市力合微电子股份有限公司 关于召开2025年第三次临时股东会的通知 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： 一、 召开会议的基本情况 （一） 股东会类型和届次 2025年第三次临时股东会 召开地点：公司会议室（广东省深圳市南山区高新技术产业园清华信息港科 研楼 1101) （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会网络投票系统 网络投票起止时间：自2025 年 9 月 12 日 至2025 年 9 月 12 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 股东会召开日期：2025年9月12日 本次股东会采用的网络投票系统：上海证券交易所股东会网络投票系统 （二） 股东会召集人：董事会 （三） 投票方式：本次股东会所采用的表决方式是现场投票和网络投票相结合 ...

| 证券代码：688589 | 证券简称：力合微 | 公告编号：2025-047 | | --- | --- | --- | | 债券代码：118036 | 债券简称：力合转债 | | 深圳市力合微电子股份有限公司 第四届董事会第二十四次会议决议公告 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。 一、董事会会议召开情况 深圳市力合微电子股份有限公司(以下简称"公司")第四届董事会第二十四 次会议通知于 2025 年 8 月 15 日以邮件方式发出，会议于 2025 年 8 月 26 日在深 圳市南山区高新技术产业园清华信息港科研楼 11 楼 1101 公司会议室以现场结合 通讯的方式召开。会议应出席的董事 9 人，实际出席的董事 9 人。本次董事会由 董事长 LIU KUN 先生主持，公司董事会秘书列席会议，本次会议的召集、召开 符合有关法律、行政法规、部门规章、规范性文件及《公司章程》的规定。 二、董事会会议审议情况 经与会董事投票表决，审议通过如下议案： （一）审议通过《关于公司<2025 年半年度报告>及其摘要的议 ...

Group 1 - The company held its 24th meeting of the 4th Board of Directors on August 26, 2025, with all 9 directors present, confirming compliance with legal and regulatory requirements [1] - The Board approved the 2025 semi-annual report and its summary, affirming that the report accurately reflects the company's situation without any misleading statements or omissions [2][3] - The Board also approved a special report on the use of raised funds for the first half of 2025, which was reviewed by the Audit Committee [2][3] Group 2 - The Board approved a semi-annual evaluation report for the "Quality Improvement and Efficiency Enhancement" initiative for 2025, which will be submitted to the upcoming shareholder meeting [2][3] - The Board decided to renew the appointment of the accounting firm for the 2025 fiscal year, pending approval from the shareholders [2][3] - The Board approved several amendments to the company's articles of association and various management systems, all requiring further shareholder approval [3][4][5] Group 3 - The company plans to hold its third extraordinary general meeting of 2025 on September 12, 2025, to discuss the approved proposals [6]

Group 1 - The company will hold its third extraordinary general meeting of shareholders on September 12, 2025, at 15:00 in its conference room located in Shenzhen, Guangdong Province [1][3] - Voting will be conducted through a combination of on-site and online methods, utilizing the Shanghai Stock Exchange's shareholder meeting online voting system [1][4] - The network voting period will be on the same day as the meeting, from 9:15 to 15:00, with specific trading time slots for voting [1][2] Group 2 - The meeting will review non-cumulative voting proposals approved by the board on August 26, 2025, with related announcements made on August 28, 2025 [2][3] - Shareholders must register for the meeting by providing necessary documentation, including proof of shareholding and identification [5][6] - The company will remind shareholders of the meeting through smart SMS notifications, ensuring that small and medium investors can participate [4][6]

Core Viewpoint - The company plans to reappoint Tianjian Accounting Firm (Special General Partnership) as its annual audit institution for 2025, pending approval from the upcoming shareholders' meeting [1][5]. Group 1: Audit Firm Information - The proposed audit firm, Tianjian Accounting Firm, was established on July 18, 2011, and is located in Hangzhou, Zhejiang Province [1]. - The firm has a total of 2,356 registered accountants, with 904 having signed securities service audit reports [1]. - In the previous year, the firm's total business income was 2.969 billion yuan, with audit business income at 2.563 billion yuan and securities business income at 1.465 billion yuan [1]. Group 2: Audit Fees and Procedures - The company plans to pay Tianjian Accounting Firm a total audit fee of 1.0494 million yuan for 2024, which includes 742,000 yuan for annual report auditing and 307,400 yuan for internal control auditing [4]. - The board's audit committee has reviewed and approved the reappointment of Tianjian Accounting Firm, affirming its professional competence and independence [5]. - The reappointment will take effect upon approval at the company's third extraordinary shareholders' meeting in 2025 [5]. Group 3: Compliance and Legal Standing - Tianjian Accounting Firm has faced administrative penalties four times and has been subject to various supervisory measures in the past three years, but has not faced criminal penalties [3]. - The project partners and signing accountants have not faced criminal penalties or significant disciplinary actions in the past three years [4]. - The firm has established a professional risk fund and purchased professional insurance to protect investors [1].

Core Viewpoint - The company has implemented a comprehensive action plan aimed at enhancing quality, efficiency, and returns for investors, aligning with national policies and market demands [1] Group 1: Business Development and Core Competitiveness - The company focuses on the Internet of Things (IoT) communication chip sector, emphasizing technological innovation and core algorithm development [1] - Significant progress has been made in research and development (R&D), with multiple technological breakthroughs achieved during the reporting period [2][3] Group 2: Product Development and Market Applications - The company has launched several high-speed chips for the overseas Advanced Metering Infrastructure (AMI) market, which are being adopted by clients [2] - New products, including smart gateway energy meters and integrated terminal modules, have passed testing and are being supplied to Southern Power Grid [2] - The company has developed a photovoltaic monitoring and shutdown chip that meets national standards and is now entering mass production [3] Group 3: Intellectual Property and Standards Participation - As of the reporting period, the company holds 96 authorized patents, including 80 invention patents, and has participated in the formulation of 24 industry standards [3] Group 4: Investor Relations and Profit Distribution - The company has implemented a profit distribution policy, distributing cash dividends and conducting share buybacks to enhance shareholder value [3] - A cash dividend of 3 yuan per 10 shares was distributed, along with a capital reserve increase of 2 shares per 10 shares [3] Group 5: Corporate Governance and Compliance - The company has strengthened its governance structure, optimizing information disclosure and enhancing decision-making processes through various board meetings [5][6] - Compliance with legal regulations has been prioritized, with updates to the company's articles of association and governance policies [5] Group 6: Communication and Transparency - The company has established multiple channels for investor communication, including performance briefings and feedback mechanisms, to enhance transparency and investor engagement [6][7] - A visual report format has been introduced to improve the clarity and accessibility of financial information for investors [7] Group 7: Long-term Incentives and Management Accountability - The company has implemented stock incentive plans to align the interests of management and shareholders, promoting sustainable development [8] - Performance evaluations for senior management are linked to the company's operational performance, ensuring accountability and long-term stability [8]