Group 1 - The company has approved the use of idle raised funds for cash management, with a maximum amount of up to RMB 900 million [4][8][12] - The funds will be invested in low-risk, high-liquidity financial products with a maturity of no more than 12 months [7][8][10] - The decision aims to improve the efficiency of fund utilization and increase returns for the company and its shareholders [7][13] Group 2 - The company has adjusted the grant/exercise price of the 2024 restricted stock and stock appreciation rights incentive plan to RMB 13.72 per share [23][24] - This adjustment is due to a cash dividend distribution of RMB 0.205 per share that was implemented on June 27, 2025 [23][36] - The adjustment process has been reviewed and approved by the board and the supervisory committee, ensuring compliance with relevant regulations [26][28][50] Group 3 - The company plans to grant 325,700 shares of restricted stock to 49 eligible incentive targets at the adjusted price [32][42] - The pre-allocated shares represent approximately 0.14% of the company's total share capital [32][42] - The incentive plan aims to enhance employee motivation and align their interests with those of the shareholders [48]

Core Insights - TaiLing Microelectronics (Shanghai) Co., Ltd. reported significant growth in its 2025 semi-annual report, with a revenue of 503 million yuan, representing a year-on-year increase of 37.72% [1] - The net profit attributable to shareholders reached 101 million yuan, a remarkable increase of 274.58% year-on-year, while the net profit after deducting non-recurring items was 93.05 million yuan, up 257.53% [1] - The company experienced a substantial increase in cash flow from operating activities, amounting to 87.12 million yuan, which is a 349.24% increase compared to the previous year [1] Revenue and Profit Growth - The growth in revenue and net profit was driven by increased customer demand, new customer acquisition, and the mass production of new products [1] - All product lines saw revenue increases, with notable growth in the multi-mode and audio product lines, as well as significant revenue growth in the low-power Bluetooth product line [1] New Product Development - TaiLing Microelectronics launched a new edge AI chip that quickly gained high recognition and preference from customers, entering mass production with sales reaching the scale of millions of yuan in the second quarter [1] - The company's Matter chip has begun mass shipments in the overseas smart home market, and it is the first to be certified for supporting new features like Channel Sounding in Bluetooth 6.0, entering large-scale production with leading global clients [1] Profitability Metrics - The company's gross margin improved to 50.61% due to an increase in the sales proportion of high-margin products, optimization of product sales structure, and cost advantages from expanded sales scale [2] - The net profit margin for the reporting period reached 20.08%, significantly higher than 7.38% in the same period of 2024 and 11.54% for the entire year of 2024, reflecting the positive impact of increased sales and operational leverage [2]

报告期公司营业收入较上年同期增长37.72%，叠加销售产品结构优化使得毛利率提高4.43个百分点的影 响，毛利额较上年同期增加8,602.59万元，同比增幅50.96%。 智通财经APP讯，泰凌微(688591.SH)发布2025年半年度报告，该公司营业收入为5.03亿元，同比增长 37.72%。归属于上市公司股东的净利润为1.01亿元，同比增长274.58%。归属于上市公司股东的扣除非 经常性损益的净利润为9304.84万元，同比增长257.53%。基本每股收益为0.42元。 ...

证券代码：688591 证券简称：泰凌微 公告编号：2025-032 泰凌微电子（上海）股份有限公司 关于向 2024 年限制性股票与股票增值权激励计划 激励对象授予预留限制性股票的公告 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： ? 限制性股票预留授予日：2025 年 8 月 18 日 ? 限 制 性 股 票 预 留 授 予 数 量 ： 32.57 万 股 ， 约 占 当 前 公 司 股 本 总 额 ? 股权激励方式：第二类限制性股票 泰凌微电子（上海）股份有限公司（以下简称"公司"）《2024 年限制性 股票与股票增值权激励计划（草案）》（以下简称"本激励计划"或"《激励 计划》"）规定的限制性股票预留授予条件已经成就。根据 2024 年第二次临时 股东会的授权，公司于 2025 年 8 月 18 日召开第二届董事会第十三次会议、第 二届监事会第十一次会议，审议通过了《关于向 2024 年限制性股票与股票增值 权激励计划激励对象授予预留限制性股票的议案》，确定以 2025 年 8 月 18 日 为预留 ...

Core Viewpoint - The company emphasizes its commitment to sustainable development, innovation, and corporate governance, aiming to enhance its competitive advantage and contribute to a greener future through technological advancements and responsible practices [1][2][3]. Corporate Governance - The company continuously improves its governance mechanisms and internal control systems to ensure compliance with regulations and enhance operational transparency [4][5]. - A robust risk management framework is established to identify, assess, and mitigate potential risks, ensuring business continuity and resilience [6][7]. Green Development - The company actively responds to climate change by integrating green development strategies into its operations, aiming to reduce its carbon footprint and promote environmental sustainability [1][2][3]. - It prioritizes the use of ISO 14001 certified suppliers and encourages partners to adopt carbon management practices [1][2]. Innovation and R&D - The company has increased its R&D investment for five consecutive years, totaling 531 million yuan over the past three years, focusing on low-power wireless IoT chips and AI technologies [1][2]. - It aims to maintain its leadership in the low-power wireless IoT chip design sector by continuously launching competitive products [2][3]. Employee Welfare and Rights - The company is committed to enhancing employee welfare, ensuring a safe working environment, and promoting diversity and inclusion within its workforce [4][5]. - It has implemented comprehensive training programs to uphold ethical standards and protect employee rights [6][7]. Financial Performance - The company has demonstrated strong financial growth, with significant increases in revenue and net profit, reflecting its robust operational performance [3][4]. - It maintains a stable asset structure, ensuring sustainable shareholder value and long-term investment returns [3][4]. Community Engagement - The company actively participates in community development initiatives and promotes social responsibility through various programs [5][6]. - It emphasizes the importance of stakeholder communication to enhance transparency and foster trust [4][5].

Core Viewpoint - The company has approved the use of up to RMB 900 million of idle raised funds for cash management, ensuring that it does not affect the construction of investment projects or the normal operations of the company [1][2][5]. Fundraising Overview - The company was authorized to publicly issue 60 million shares at a price of RMB 14,069.65 million, resulting in a net fundraising amount after expenses [2]. - All raised funds have been deposited into a special account approved by the board, with a tripartite supervision agreement signed with the sponsor and the commercial bank [2]. Investment Project Status - The total investment amount for the projects funded by the raised capital is RMB 132,363.65 million, with RMB 41,233.80 million already invested as of June 30, 2025 [4]. Cash Management Plan - The purpose of using idle funds is to enhance the efficiency of fund utilization and increase returns for the company and its shareholders [5]. - The company plans to invest in high-security, liquid products with a maturity of no more than 12 months, including structured deposits, time deposits, and large certificates of deposit [5][6]. - The maximum amount for cash management is set at RMB 900 million, which can be used on a rolling basis within a 12-month period [6]. Implementation and Oversight - The board has authorized the management to make investment decisions within the approved limits, with the finance department responsible for implementation [6]. - The company will comply with relevant regulations for timely information disclosure regarding cash management activities [6]. Impact on Operations - The cash management of idle funds will not affect the company's normal operations or the progress of investment projects, and it aims to improve the efficiency of fund usage and increase returns for shareholders [6][8].

Core Insights - The company has reported significant growth in its financial performance for the first half of 2025, with net profit increasing by 257.53% year-on-year, reaching 101.08 million yuan, while total revenue also saw substantial growth [1][2] Group 1: Financial Performance - Operating profit reached 100.27 million yuan, a year-on-year increase of 292.03%, and total profit also grew by 291.06% [1] - The company's gross profit margin improved to 50.61%, benefiting from a higher proportion of high-margin products and optimized sales structure [2] - The net profit margin for the reporting period was 20.08%, significantly higher than 7.38% in the same period of 2024 [2] Group 2: Product Development and Sales - The company launched new edge AI chips that quickly gained customer recognition, achieving sales in the million yuan range in Q2 [2] - The Matter chip has begun mass shipments in the overseas smart home market, and the Bluetooth 6.0 chip has also entered large-scale production [2] - Audio product sales have seen rapid growth due to an increase in customer base, contributing to overall sales growth [2] Group 3: Market Strategy and Promotion - The company executed effective market strategies, resulting in a significant increase in brand influence and competitiveness globally [3] - Participation in major international exhibitions led to a substantial increase in sales leads, exceeding planned targets [3] - The company enhanced its social media presence, achieving high engagement rates and increased exposure [3] Group 4: Human Resources and Talent Management - The company maintained stable personnel levels while actively recruiting talent for key positions to strengthen its workforce [4] - Various training programs were implemented to enhance cross-departmental communication and management efficiency [4] Group 5: Investor Relations and Communication - The company organized 39 investor communication activities in the first half of 2025, engaging with over 470 brokerage firms and institutions [5] - Regular performance briefings and updates were provided to investors through multiple channels, including the company's website and social media [5] Group 6: Shareholder Returns - The company announced a cash dividend of 0.205 yuan per share, totaling approximately 48.48 million yuan, which represents 49.77% of the net profit attributable to shareholders for 2024 [6] Group 7: Governance and Compliance - The company held multiple meetings of its audit and compensation committees to ensure compliance with regulatory requirements and improve governance [6] - A total of 28 temporary announcements and 2 regular reports were disclosed in the first half of 2025, focusing on investor needs [6] Group 8: Stock Incentive Plans - The company completed the registration of 743,536 shares under its stock incentive plan, aligning employee interests with long-term company growth [7] - Plans for additional stock grants to eligible employees are underway, further enhancing team stability and commitment [7]

Core Viewpoint - The company intends to utilize part of its temporarily idle raised funds for cash management to enhance fund efficiency and increase returns for the company and its shareholders [1][4][6] Summary by Sections 1. Basic Situation of Raised Funds - The company raised a total of RMB 149,880.00 million by issuing 60 million shares at RMB 24.98 per share, with a net amount of RMB 135,810.35 million after deducting various fees [1] - The raised funds have been deposited in a special account approved by the board of directors, and a tripartite supervision agreement has been signed with the sponsor and the supervising bank [1] 2. Basic Situation of Investment Projects - The total planned investment for the projects funded by the raised funds is RMB 132,363.65 million, with an actual investment of RMB 41,233.80 million as of June 30, 2025 [2] 3. Cash Management of Idle Funds - The purpose of cash management is to improve the efficiency of raised funds and ensure that it does not affect project construction or fund safety [3] - The company plans to use up to RMB 9 billion of idle funds for cash management, with a rolling usage within a 12-month period [3] 4. Implementation and Disclosure - The board has authorized the management to make investment decisions within the approved limits and time frame, with the finance department responsible for implementation [4] - The company will comply with relevant regulations for timely information disclosure regarding cash management activities [4] 5. Impact on the Company - The cash management of idle funds is conducted in compliance with laws and regulations, ensuring no impact on project execution or the company's main business [4][6] - This approach is expected to enhance fund efficiency and increase returns for the company and its shareholders [4][6] 6. Opinions from Supervisory Bodies - The supervisory board agrees that the cash management of idle funds will not affect the normal operation of the company or the investment projects, and it aligns with the interests of all shareholders [5][6] - The sponsor has confirmed that the cash management plan has undergone necessary approval processes and complies with relevant regulations [6]

《公司章程》 指 《泰凌微电子（上海）股份有限公司章程》 中国证监会 指 中国证券监督管理委员会 | 证券代码：688591 | 证券简称：泰凌微 | | --- | --- | | 上海荣正企业咨询服务（集团）股份有限公司 | | | 关于 | | | 泰凌微电子（上海）股份有限公司 | | | 预留授予相关事项 | | | 之 | | | 独立财务顾问报告 | | | 目 | 录 | | 一、释义 | | | 以下词语如无特殊说明，在本文中具有如下含义： | | | 泰凌微、本公司、公司、上市公 | | | 指 | 泰凌微电子（上海）股份有限公司 | | 司 | | | 泰凌微电子（上海）股份有限公司 | 2024 年限制性股 | | 本激励计划、本计划 指 | | | 票与股票增值权激励计划 | | | 符合本激励计划授予条件的激励对象，在满足相应获 | | | 限制性股票、第二类限制性股票 指 | | | 益条件后分次获得并登记的本公司股票 | | | 公司授予激励对象在一定条件下通过模拟股票市场价 | | | 股票增值权 | 格变化的方式，获得由公司支付的兑付价格与行权价 | | 格之间差额的权利 ...

法律意见书 目 录 法律意见书 北京市中伦（上海）律师事务所 关于泰凌微电子（上海）股份有限公司 授予价格、行权价格调整及预留部分授予事项的 法律意见书 北京市中伦（上海）律师事务所 关于泰凌微电子（上海）股份有限公司 授予价格、行权价格调整及预留部分授予事项的 法律意见书 二〇二五年八月 而不对本激励计划所涉及的标的股票价值、业绩考核标准等问题的合理性以及会 计、财务等非法律专业事项发表意见。本法律意见书中涉及会计审计事项等内容 时，均为严格按照有关中介机构出具的专业文件和泰凌微的说明予以引述。 法律意见书 为出具本法律意见书，本所律师根据有关法律、法规、规章、规范性文件的 规定和本所业务规则的要求，本着审慎性及重要性原则对本激励计划有关的文件 资料和事实进行了合理、必要及可能的核查与验证。 对本法律意见书，本所律师作出如下声明： 了本所律师认为制作本法律意见书所必需的原始书面材料、副本材料和口头证言， 其所提供的文件和材料是真实、完整和有效的，且无隐瞒、虚假和重大遗漏之处。 和《公司法》《证券法》等国家现行法律、法规、规范性文件和中国证监会的有 关规定发表法律意见。 有赖于有关政府部门、泰凌微或者其他有关 ...