证券代码：688591 证券简称：泰凌微 泰凌微电子（上海）股份有限公司 2026 年第一次临时股东会 会议材料 二〇二六年二月 泰凌微电子（上海）股份有限公司 2026 年第一次临时股东会会议材料 目 录 | 泰凌微电子（上海）股份有限公司 2026 年第一次临时股东会会议须知 | 3 | | --- | --- | | 泰凌微电子（上海）股份有限公司 年第一次临时股东会议程 5 2026 | | | 泰凌微电子（上海）股份有限公司 2026 年第一次临时股东会议案 9 | | | 议案一：关于公司符合发行股份及支付现金购买资产并募集配套资金条件的议案.. | 10 | | 议案二：关于公司发行股份及支付现金购买资产并募集配套资金方案的议案 | 11 | | 议案三：关于公司《发行股份及支付现金购买资产并募集配套资金报告书（草案）》 | | | 及其摘要的议案 | 25 | | 议案四：关于本次交易不构成重大资产重组的议案 | 26 | | 议案五：关于本次交易不构成关联交易的议案 | 27 | | 议案六：关于本次交易不构成重组上市的议案 | 28 | | 议案七：关于本次交易符合《上市公司重大资产重组管 ...

Core Viewpoint - The announcement from TaiLing Micro indicates a significant reduction in shareholding by the National Integrated Circuit Industry Investment Fund, which may impact investor sentiment and the company's stock performance [1] Shareholding Changes - The National Integrated Circuit Industry Investment Fund reduced its shareholding in TaiLing Micro by 2.3213 million shares, decreasing its total holdings from 16.6884 million shares to 14.3671 million shares [1] - The percentage of shares held by the National Integrated Circuit Industry Investment Fund fell from 6.93% to 5.97% of the total share capital, crossing a 1% threshold [1]

Share Reduction - TaiLing Micro will reduce its shares by 2.3213 million, decreasing its holding from 6.95% to 5.97% between December 24, 2025, and February 3, 2026 [1] - Jindan Technology's shareholder plans to reduce up to 6.7063 million shares, not exceeding 3.00% of the total share capital, within three months after 15 trading days from the announcement date [1] - Jiangyan Group's major shareholder intends to reduce up to 19.28 million shares, accounting for no more than 3% of the total share capital [1] - Jingce Electronics' major shareholder plans to reduce up to 5 million shares, representing 1.79% of the total share capital, within three months after 15 trading days from the announcement date [1] Shareholder Actions - Changjiang Communication's major shareholders plan to reduce a total of 3.2877 million shares, not exceeding 1% of the total share capital, within three months after 15 trading days from the announcement date [2] Clarifications - Juguang Technology reported that its optical communication revenue accounts for only about 7% of total revenue, indicating it is not a core performance pillar [3] - Jieput's optical communication-related business revenue is less than 5% of total operating income for the first three quarters of 2025 [4] - Woge Optoelectronics stated that its aerospace CPI products have not yet achieved mass production, with current applications involving only a single satellite's flexible solar wing, contributing less than 0.1% to the 2025 annual revenue [4] - Oat Technology's acquisition of AXIS-TEC includes products related to silicon photonic wafer testing, but market promotion is still in the early stages, facing future uncertainties [4] - *ST Cube's stock price has significantly deviated from its fundamentals, indicating risks of market sentiment overheating and irrational speculation [4][5] Regulatory Warnings - The Shanghai Stock Exchange issued regulatory warnings to Jushi Chemical for inaccurate revenue accounting, information disclosure issues, and non-compliance in internal control governance [5] - Pengxin Resources received a regulatory warning due to the long-term vacancy of its board secretary position, which has been filled by the chairman since January 21, 2022 [5] - *ST Rock also received a regulatory warning for the long-term vacancy of its board secretary position, filled by the vice chairman since September 12, 2024 [5] - *ST Cube's stock price has significantly deviated from its fundamentals, indicating risks of market sentiment overheating and irrational speculation [5] Other Developments - Aotwei reported that its photovoltaic equipment orders for the entire year of 2025 are at a historical low [6] - Naipu Mining terminated its investment in Veritas Resources AG and abandoned its investment in the Alacran copper-gold-silver project in Colombia [6]

Buybacks and Shareholder Actions - Guizhou Moutai has repurchased a total of 416,900 shares, accounting for 0.0333% of its total share capital, with a total payment of 571 million yuan [1] - Contemporary Amperex Technology Co., Ltd. has repurchased 15,990,800 shares, representing 0.3628% of its total A-share capital, with a total transaction amount of 4.386 billion yuan [2] - SF Holding has repurchased 5,095,850 shares, which is 1.01% of its total share capital, with a total amount of approximately 2 billion yuan [10] - Wireless Media has seen its major shareholders reduce their stakes, with Wensheng Fund and its concerted parties reducing 4% of the total share capital [12] Corporate Actions and Financial Updates - Tai Ling Microelectronics announced that its second-largest shareholder, the National Integrated Circuit Industry Investment Fund, has reduced its stake from 6.95% to 5.97% by selling 2,321,300 shares [3] - Nape Mining has terminated its investment in Swiss Veritas Resources AG due to changes in delivery conditions, with no breach of contract [4] - Huangshan Tourism plans to invest approximately 530 million yuan in the construction of a hotel project, with a total building area of 79,178.15 square meters [8][9] - *ST Jinling's restructuring plan has been approved by the court, allowing the company to enter the execution phase of the plan [7] Performance and Sales - Country Garden reported a contract sales amount of approximately 2.21 billion yuan for January 2026, with a sales area of about 280,000 square meters [11] - Industrial Fulian has accumulated a total buyback fund of 247 million yuan as of January 31, 2026 [17] - Yutong Bus produced 2,167 vehicles in January 2026, a decrease of 15.35% year-on-year [17]

证券代码：688591 证券简称：泰凌微 公告编号：2026-007 重要内容提示： | 权益变动方向 | 比例增加□ | | 比例减少 | | --- | --- | --- | --- | | 权益变动前合计比例 | 6.95% | | | | 权益变动后合计比例 | 5.97% | | | | 本次变动是否违反已作出的承 | 是□ | 否 | | | 诺、意向、计划 | | | | | 是否触发强制要约收购义务 | 是□ | 否 | | 一、 信息披露义务人及其一致行动人的基本信息 1.身份类别 | | □控股股东/实际控制人及其一致行动人 | | --- | --- | | | 其他 5%以上大股东及其一致行动人 | | 投资者及其一致行动人的身份 | □合并口径第一大股东及其一致行动人（仅适用 | | | 于无控股股东、实际控制人） | | | □其他______________（请注明） | 2.信息披露义务人信息 | 信息披露义务人名称 | 投资者身份 | 统一社会信用代码 | | --- | --- | --- | | □ | 控股股东/实控人 | | | 国家集成电路产业投 □ | ...

Core Viewpoint - The announcement from Tai Ling Micro indicates a change in shareholding by the National Integrated Circuit Industry Investment Fund Co., Ltd., which has triggered a 1% threshold adjustment in its equity stake [1] Group 1: Shareholding Changes - The shareholder's stake will be diluted from 6.95% to 6.93% upon the completion of restricted stock registration in 2025 [1] - From December 24, 2025, to February 3, 2026, the shareholder plans to reduce its holdings by selling 2,321,275 shares, decreasing its ownership from 6.93% to 5.97% [1] - This reduction in shareholding is classified as a decrease and does not trigger a mandatory tender offer, nor does it affect the control of the company [1]

Core Viewpoint - The acquisition of 100% equity of Panqiwei by Tailinwei for 850 million yuan aims to enhance Tailinwei's competitive edge in the low-power wireless IoT chip market through technology and business integration [1][9]. Group 1: Acquisition Details - Tailinwei plans to acquire Panqiwei through a combination of share issuance and cash payment, valued at 850 million yuan, and will simultaneously raise supporting funds [1]. - Post-acquisition, Panqiwei will become a wholly-owned subsidiary of Tailinwei, and this transaction does not constitute a major asset restructuring [1]. Group 2: Market Position and Technology - In the global low-power wireless IoT chip market, international leaders dominate due to their first-mover advantage, while domestic companies like Tailinwei have made significant progress but still lag in revenue scale and product ecosystem [3]. - Tailinwei, established in 2010, has positioned itself among the global top tier in short-range wireless communication chips, with over 40% of its revenue coming from overseas markets [3]. - The company’s product range includes low-power Bluetooth, dual-mode Bluetooth, Zigbee, Matter, and WiFi, with applications in various sectors such as smart homes and industrial systems [3]. Group 3: Panqiwei's Strengths - Panqiwei, founded in 2011, has been recognized as a national-level "little giant" enterprise, focusing on differentiated technology in short-range wireless communication chips [5]. - Its core products emphasize BLE and 2.4G proprietary protocols, achieving significant cost advantages and lower power consumption compared to mainstream products [5]. Group 4: Strategic Benefits of the Acquisition - The merger is expected to enhance Tailinwei's overall competitiveness by integrating Panqiwei's low-power technology, which can optimize Tailinwei's main products and address industry challenges related to power consumption in edge AI chips [7]. - The acquisition will also fill Tailinwei's gap in wide-area wireless communication, leveraging Panqiwei's expertise in Sub-1G and 5G-A passive cellular IoT technologies [7]. Group 5: Financial Implications - The acquisition may have a short-term negative impact on Tailinwei's profitability, but it is expected to significantly enhance long-term growth potential [8]. - Financial data indicates that Tailinwei's revenue is projected to increase post-acquisition, while Panqiwei's revenue has stabilized between 90 million to 120 million yuan, with a trend of narrowing losses [8]. - Panqiwei has committed to achieving a cumulative net profit of no less than 114 million yuan from 2026 to 2028, providing a safeguard for long-term profitability growth [8]. Group 6: Industry Impact - This acquisition is not only a strategic move for Tailinwei but also a significant step in strengthening the domestic IoT chip industry, potentially narrowing the gap with international competitors [9].

Core Viewpoint - The company plans to acquire 100% equity of Shanghai Panqi Microelectronics Co., Ltd. through a combination of share issuance and cash payment, with a total transaction price of 850 million yuan [1] Group 1: Acquisition Details - The acquisition involves 26 counterparties, including STYLISH TECH LIMITED and several investment management partnerships [1] - The total amount of supporting funds raised will not exceed 100% of the transaction price for the asset purchase [1] Group 2: Strategic Objectives - The transaction aims to achieve comprehensive synergy from core technology, product parameters, sales operations, and business layout [1] - The acquisition is intended to consolidate the company's leading market position, enhance key technological capabilities, and improve its "hard technology" attributes [1] - The company seeks to boost its international competitiveness through this strategic move [1]

一、停复牌 嘉事堂：股东光大实业筹划公司股权转让，股票停牌。 二、回购 片仔癀：控股股东九龙江集团拟3亿元-5亿元增持公司股份。创新药PZH2113胶囊Ⅰ期临床试验完成首 例受试者入组，国内外暂无相同适应症的同靶点药品获批上市。 三、并购重组 泰凌微：拟通过发行股份及支付现金方式收购磐启微100%股权。 四、经营 1、百通能源：拟通过全资子公司图达铝业与安哥拉共和国丹德港发展有限公司签订《投资意向协 议》，拟以自有及自筹资金约4亿美元对外投资，并设立全资公司百通图达（安哥拉）铝业有限公司。 2、普洛药业：与杭州德睿智药科技有限公司签订《战略合作框架协议》，开展CDMO项目的长期合 作。 3、诺德股份：拟对全资子公司青海电子2010年投资建设的二厂1.5万吨生产线设备实施更新改造，项目 总投资估算为人民币1.68亿元；改造完成后，生产范围将从原有设计规格为6-8微米及以上常规锂电铜 箔，拓展至具备4.5微米及以下高端锂电铜箔的量产能力。 五、业绩变动 1、国泰海通：2025年净利润为275.33亿元至280.06亿元，同比增加111%至115%。财富管理、机构与交 易等业务收入同比显著增长。 6、南亚新材：20 ...

证券代码：688591 证券简称：泰凌微 上市地：上海证券交易所 泰凌微电子（上海）股份有限公司 发行股份及支付现金购买资产 并募集配套资金报告书 （草案）摘要 | 项目 | 交易对方 | | | --- | --- | --- | | 发行股份及支付 现金购买资产 | STYLISH LIMITED、上海芯闪企业管理合伙企业 （有限合伙）、上海颂池投资管理中心（有限合伙）等 | TECH | | | 名交易对方 26 | | | 募集配套资金 | 不超过 名符合中国证监会规定的特定投资者 | 35 | 独立财务顾问 签署日期：二〇二六年一月 声 明 本部分所述词语或简称与本报告书摘要"释义"所述词语或简称具有相同含义。 一、上市公司声明 本公司及本公司全体董事、高级管理人员保证上市公司及时、公平地披露信息， 保证本报告书及其摘要内容的真实、准确、完整，不存在虚假记载、误导性陈述或者 重大遗漏，保证本报告书所引用的相关数据的真实性和合理性，并对所提供信息的真 实性、准确性、完整性负相应的法律责任。 如本次交易所披露或提供的信息涉嫌虚假记载、误导性陈述或者重大遗漏，被司 法机关立案侦查或者被中国证监会立案调查的 ...