苏州纳芯微电子股份有限公司 关于以集中竞价交易方式回购公司股份的 回购报告书

Core Viewpoint - The company plans to repurchase shares with a total fund of no less than RMB 200 million and no more than RMB 400 million, using its own funds for employee stock ownership plans or equity incentives [2][7][30] Group 1: Share Repurchase Plan - The total amount for share repurchase is set between RMB 200 million and RMB 400 million [2][14] - The repurchase price will not exceed RMB 200 per share [2][15] - The repurchase will be conducted through centralized bidding on the Shanghai Stock Exchange [2][9] - The duration for the repurchase is within 12 months from the board's approval [2][10] - If the repurchase funds reach the upper limit, the plan will be completed early [11] Group 2: Purpose and Use of Repurchased Shares - The purpose of the repurchase is to enhance investor confidence and establish a long-term incentive mechanism [7][29] - The repurchased shares will be used for employee stock ownership plans or equity incentives within three years [7][12] - If the shares are not used within the specified period, they will be canceled [7][12] Group 3: Financial Impact and Company Status - The maximum repurchase amount of RMB 400 million will account for 5.21% of total assets, 6.81% of net assets, and 8.91% of current assets as of September 30, 2025 [17] - The company's debt-to-asset ratio is 23.48%, indicating that the repurchase will not significantly impact its debt repayment ability [18] - The repurchase will not change the company's control structure or affect its listing status [18] Group 4: Board Meeting and Approval - The board meeting to approve the repurchase plan was held on November 24, 2025, with all directors present and voting in favor [29][30] - The decision was made in accordance with the company's articles of association and relevant regulations [29]