证券代码：301307 证券简称：美利信 公告编号：2025-060 重庆美利信科技股份有限公司 2025年第三次临时股东会决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 特别提示： 1、本次股东会采用现场表决与网络投票相结合的方式召开。 2、本次股东会未出现否决议案的情形，未出现涉及变更以往股东会已通过 的决议的情形。 一、会议召开和出席情况 （一）会议召开时间： 1、会议召开时间 （1）现场会议召开时间：2025年12月25日（星期四）下午14:30。 （2）网络投票的时间：2025年12月25日 其中，通过深圳证券交易所交易系统进行网络投票的具体时间为：2025年 12月25日9:15-9:25，9:30-11:30，13:00-15:00；通过深圳证券交易所互联网投票 系统投票的具体时间为：2025年12月25日9:15至15:00期间的任意时间。 2、现场会议召开地点：重庆市巴南区天安路1号附1号、附2号重庆美利信 科技股份有限公司办公楼二楼会议室。 3、召开方式：本次股东会采用现场表决与网络投票相结合的方式召开。 4、会议召集人：重庆美利 ...

致: 重庆美利信科技股份有限公司 重庆源伟律师事务所 关于重庆美利信科技股份有限公司 2025年第三次临时股东会的法律意见书 根据《中华人民共和国公司法》(以下简称"《公司法》")、《中华人民共和 国证券法》、中国证券监督管理委员会发布的《上市公司股东会规则》（以下简称 "《股东会规则》"）和《深圳证券交易所上市公司股东会网络投票实施细则（2025 年修订）》等法律、行政法规、规范性文件以及《重庆美利信科技股份有限公司章 程》（以下简称"《公司章程》"）的规定，重庆源伟律师事务所(以下简称"本所") 接受重庆美利信科技股份有限公司(以下简称"公司")的委托，指派程源伟、邢恩 田律师出席公司于2025年12月25日（星期四）14:30在重庆市巴南区天安路1号附1号、 附2号重庆美利信科技股份有限公司办公楼二楼会议室召开的2025年第三次临时股 东会(以下简称"本次股东会")，对本次股东会的召集、召开程序的合法性、召集 人和出席会议人员资格的合法有效性、会议表决程序和表决结果的合法有效性出具 法律意见书。 为出具本法律意见书，本所律师对本次股东会所涉及的有关事项进行了审查， 查阅了本所律师认为出具法律意见所必须的 ...

Core Viewpoint - Meilixin plans to raise up to 1.2 billion yuan through a private placement to invest in semiconductor equipment and new energy vehicle components, despite facing significant losses and high debt levels since its IPO [1][15][16]. Financial Performance - Meilixin's performance has deteriorated sharply since its IPO in April 2023, with a net profit of 1.14 billion yuan in 2023, down 33.65% year-on-year, followed by losses of 1.74 billion yuan in 2024 and 2.15 billion yuan in the first three quarters of 2025 [2][17][19]. - The company reported a significant drop in gross margin from 17.28% in 2022 to 4.98% in the first three quarters of 2025, indicating severe profitability issues [20][22]. Capital Utilization - The 1.71 billion yuan raised during the IPO was not utilized effectively, leading to questions about the allocation of funds and potential financial misconduct [5][9][24]. - Of the net proceeds from the IPO, 368 million yuan was allocated to replenish working capital and repay bank loans, while the remaining funds were directed towards three projects that were completed quickly but did not alleviate the company's financial burdens [9][24][25]. Management Actions - Prior to the announcement of the private placement, four executives disclosed plans to reduce their holdings, raising concerns about the timing and intentions behind the financing strategy [14][31][32]. - The collective selling of shares by executives before the financing announcement has led to market skepticism regarding the company's governance and the necessity of the fundraising [14][31][32]. Asset Management - Meilixin's fixed assets have increased dramatically, with a 150% rise from 20.38 billion yuan in 2020 to 51.34 billion yuan in 2025, yet the fixed asset turnover ratio has declined significantly, suggesting underutilization [22][26]. - The rapid conversion of construction projects into fixed assets, alongside the substantial increase in fixed assets, raises red flags about the company's financial practices and the potential for asset misrepresentation [23][30].

Core Viewpoint - The increase in shareholding by the controlling shareholder of Meili Xin reflects confidence in the company's development, with expectations that performance in the liquid cooling and semiconductor equipment sectors will exceed market expectations [1] Group 1: Company Performance and Strategy - The company's private placement will help accelerate capacity construction in key sectors, solidifying its leading advantage [1] - The company's "heat dissipation + die-casting" products are applicable in high-end heat dissipation areas such as 5G-A communication base station heat dissipation components, thermal management flow plates for new energy vehicles, and cold plates for intelligent driving controllers in new energy vehicles [1] - The company is one of the earliest and few enterprises in the global communication industry to achieve large-scale production of such products [1] Group 2: Future Outlook - The timing for the company's performance upgrade is approaching, with 2025 identified as a critical year for deepening transformation and solidifying the foundation [1] - The company has completed strategic layout in its core sectors, with confidence that these initiatives will translate into growth momentum by 2026, driving a return to rapid development [1] - Due to the company's increased focus on liquid cooling and semiconductors, along with the controlling shareholder's plan to increase holdings, the company's rating has been upgraded to "Buy" [1]

Group 1 - Century Huatong plans to change the use of 1.28 million repurchased shares from equity incentive plans to cancellation, reducing total share capital from 7.428 billion to 7.427 billion shares [2] - Wuliangye adjusts its 2025 investment plan, increasing the number of projects from 19 to 22 and changing the investment amount from 2.586 billion to 2.207 billion yuan [3] - Qingyue Technology is under investigation for suspected financial data fraud, with the possibility of forced delisting if found guilty [4] Group 2 - Kang Enbei's chairman and legal representative resigns due to work adjustments, along with another board member [5] - Tianshan Co. expects a tax payment of approximately 61.86 million yuan to impact its 2025 net profit [6] - Muyuan Foods reports a 20.43% year-on-year decline in November sales revenue from live pigs, totaling 9.39 billion yuan [7] Group 3 - GAC Group's November automobile sales decreased by 9.72% year-on-year, with total sales of 1.797 million vehicles [8] - Western Pastoral's fresh milk production in November increased by 6.3% month-on-month but decreased by 6.47% year-on-year [9] - Gemdale Group's November contracted area fell by 58.50% year-on-year, with a total contracted amount of 1.52 billion yuan [10] Group 4 - Zhenghong Technology reports November sales revenue of 4.5196 million yuan from live pigs, with a year-on-year decline of 21.83% [11] - Wens Foodstuff's November chicken sales reached 118 million birds, generating 3.324 billion yuan in revenue [12] - Meilixin's controlling shareholder plans to increase holdings by no less than 50 million yuan [13] Group 5 - Hongcheng Environment's subsidiary wins an 853 million yuan sewage treatment project [14] - Dongzhu Ecology wins a 397 million yuan environmental project [15] - Xindian Software secures a 54 million yuan project for digital community construction [16] Group 6 - China Chemical announces that its nylon new material project has reached full production [17] - Jiaojian Co. is in discussions regarding overdue payments related to financial products, clarifying that it bears no responsibility for these products [18] - Micron Biotech's product is included in the 2025 National Medical Insurance Directory [19] Group 7 - Yitian Intelligent plans to sell 600 smart computing machines for a total of 1.56 billion yuan [20] - First Venture's subsidiary receives an administrative penalty notice from Jiangsu Securities Regulatory Bureau [21] - China Insurance's vice president is under investigation for serious violations [22] Group 8 - Zhixiang Jintai's monoclonal antibody injection is included in the 2025 National Medical Insurance Directory [23] - Haichuang Pharmaceutical's drug is also included in the National Medical Insurance Directory [24] - Yuanli Co. plans to acquire 49% of Clarimex for 25.56 million USD [25] Group 9 - Betta Pharmaceuticals' products are included in the National Medical Insurance Directory [26] - Tianci Materials' controlling shareholder commits to not reducing holdings for six months [27] - Guanglian Aviation's actual controller has had a detention measure lifted [28] Group 10 - Annie Co. announces a share transfer agreement that will make Shengshi Tianan the controlling shareholder [29] - Double Star New Materials notes uncertainty regarding the sustainability of long-term price increases [30] - ST Tianrui terminates plans for a change in control and resumes trading [31] Group 11 - Guao Technology is planning a change in control, leading to a temporary suspension of its stock [32] - Guangqi Technology's subsidiary signs contracts worth 696 million yuan for the production of metamaterials [33] - Shuoshi Biotech's monkeypox virus detection kit is included in the WHO emergency use list [34]

Investment Highlights - The controlling shareholder plans to increase its stake in the company by 50 to 100 million yuan within the next six months [1] - The company intends to raise no more than 1.2 billion yuan through a targeted issuance, with funds allocated for semiconductor equipment precision components (500 million yuan), communication and automotive parts for die-casting (500 million yuan), and working capital (200 million yuan) [2] - The company has officially entered the server liquid cooling market through a joint venture with Gigabyte Innovation Green Energy Co., Ltd., aiming to provide efficient water cooling plate designs and related server cooling kits for domestic and international clients [2][3] Business Potential - The company is expected to exceed market expectations in the liquid cooling and semiconductor equipment sectors, with the targeted issuance accelerating capacity construction and consolidating its leading position [2] - The semiconductor equipment precision components segment has already begun operations, supplying products to leading clients in Shanghai and Shenzhen [3] - The collaboration with Gigabyte Innovation is expected to leverage both parties' strengths in design and mass production, focusing on high-power GPU and AI server applications [3] Future Outlook - The company is set to expand its high-end applications, supported by major clients like Huawei and Tesla, with a North American factory expected to commence production by the end of the year [3] - The company is actively developing its robotics business, having supplied aluminum-magnesium alloys to Tesla since 2016 [4] - The company anticipates a turnaround in performance, with projected net profits of -140 million yuan, 200 million yuan, and 430 million yuan for 2025 to 2027, reflecting a significant recovery and growth trajectory [4]

证券研究报告 | 公司点评 | 通信设备 美利信(301307) 报告日期：2025 年 12 月 07 日 控股股东增持彰显发展信心，公司"液冷+半导体"有望超预期 ——美利信点评报告 投资要点 ❑ 近期公司催化密集： 1）控股股东拟增持公司股份 0.5~1 亿元。2025 年 12 月 5 日，公司发布公告： 公司控股股东美利信控股有限公司计划在未来 6 个月内增持 0.5~1 亿元。 2）公司拟定向增发不超过 12 亿元，投入可钎焊压铸（液冷）、半导体等项目。 2025 年 12 月 4 日，公司发布公告，拟向特定对象募集资金总额不超过 12 亿 元，计划分别用于半导体装备精密结构件建设项目（5 亿元）、通信及汽车零部 件可钎焊压铸产业化项目（5 亿元）、补充流动资金（2 亿元）。 3）公司通过合资方式正式布局服务器液冷。2025 年 11 月 22 日，公司与钜量创 新绿能股份有限公司（中国台湾）签署合作协议，双方拟新设立合资公司，共同 开拓服务器液冷关键零部件市场，为国内、国际优质客户提供高效水冷板设计、 相关液冷服务器套件的开发量产服务。 ❑ 点评：未来公司在液冷、半导体设备板块的业绩释放均有望超 ...

Investment Rating - The report maintains a "Buy" investment rating for the company [9] Core Insights - The company is increasing its focus on semiconductor and cooling businesses, which aligns with domestic substitution trends and the growing demand for cooling solutions in high-power scenarios [3][4] - The controlling shareholder's plan to increase their stake in the company reflects confidence in its future development [8] - The company has established a joint venture to explore the server liquid cooling market, leveraging advanced cooling technologies [7] Summary by Sections Investment Highlights - The company plans to raise up to 1.2 billion yuan through a private placement to fund projects in semiconductor equipment and automotive components [3] - The establishment of Chongqing Yulai Sheng Precision Technology Co., Ltd. aims to provide specialized equipment for semiconductor clients, enhancing production capacity and technology [3] - The liquid cooling technology is gaining traction due to its efficiency and suitability for high-power applications, with the company positioned to meet increasing demand [4] Financial Forecast - The company’s net profit is projected to be -201 million yuan in 2025, with a recovery to 169 million yuan in 2026 and 317 million yuan in 2027 [9] - The earnings per share (EPS) is expected to improve from -0.95 yuan in 2025 to 1.50 yuan in 2027, indicating a potential turnaround [9] - The current price-to-earnings (P/E) ratio is projected to be -41 in 2025, improving to 26 by 2027 as profitability increases [9] Market Position - The company has developed a mature technology system in liquid cooling and is positioned to capture significant market share in the server cooling sector [7] - The collaboration with JuLiang Innovation Green Energy Co., Ltd. aims to create a platform for high-performance GPU and AI server cooling components, enhancing competitive advantage [7]

Group 1: Major Transactions - Bohai Chemical is planning to sell 100% equity of Tianjin Bohai Petrochemical and acquire control of Anhui Taida New Materials through a combination of share issuance and cash payment, leading to a significant asset restructuring [1] - Zhongneng Electric is set to acquire 65% equity and debt from three companies, which may constitute a major asset restructuring but will not involve share issuance or change in control [4] - Hai Tai Development has decided to terminate the acquisition of controlling interest in Zhixueyun Technology due to disagreements on key terms, ensuring no adverse impact on normal business operations [5] Group 2: Performance Updates - Wen's shares reported a sales revenue of 3.324 billion yuan from meat chickens in November, marking a year-on-year increase of 10.18% [6] - Shuguang shares saw a 71.07% year-on-year increase in vehicle sales, totaling 207 units in November [6] - Muyuan shares experienced a decline in sales revenue from commodity pigs, reporting 9.39 billion yuan, a decrease of 20.43% year-on-year [6] - Pengding Holdings reported a 5.58% year-on-year decrease in consolidated revenue for November [6] Group 3: Industry Developments - Xiangxi Dairy reported a 6.3% month-on-month increase in fresh milk production in November, although it saw a year-on-year decline of 6.47% [7] - Baisheng Intelligent plans to acquire 51% equity in Zhongke Shengu, which focuses on the research and application of core technologies for embodied intelligent robots [7]

（编辑 姚尧） 证券日报网讯 12月5日晚间，美利信发布公告称，美利信控股有限公司基于对公司长期投资价值的认 可，以及对公司未来发展前景的信心，同时为了提升投资者信心，切实维护中小股东利益，结合对公司 股票价值的合理和独立判断，计划自本公告披露之日起6个月内增持公司股份，拟增持金额不低于人民 币5，000万元，不高于人民币10，000万元，增持所需的资金来源为自有资金或自筹资金。 ...