盈方微电子股份有限公司第十三届董事会第二次会议决议公告

Group 1 - The company held its 13th Board of Directors' second meeting on December 5, 2025, to discuss urgent matters, with all five directors present, ensuring compliance with legal and regulatory requirements [2][4]. - The board approved several resolutions, including a proposal for Shun Yuan Holdings to provide counter-guarantees and related transactions, which was passed with 4 votes in favor and 1 abstention [5][22]. - Shun Yuan Holdings has become a limited partner in World Style Technology Holdings Limited, holding 89.8% of the partnership shares, and has agreed to provide counter-guarantees for existing and future guarantees related to the company and its subsidiaries [22][24]. Group 2 - The board also approved a proposal for an increase in guarantee limits for subsidiaries to support their daily operations and improve financing efficiency, with a unanimous vote of 5 in favor [7][50]. - The proposal for Shanghai Jingyu Investment Management to provide counter-guarantees was also approved, with the same voting outcome, and it is pending shareholder approval [12][26]. - The company plans to hold a fourth extraordinary general meeting in 2025 to discuss these matters further [17][18]. Group 3 - The company announced an increase in registered capital due to the exercise of stock options under its incentive plan, raising the total share capital from 839,489,360 RMB to 844,295,355 RMB [14][65]. - The board proposed amendments to the company's articles of association to reflect the changes in share capital, which will also require shareholder approval [66][67]. - The company aims to ensure that the amendments and capital increase are compliant with regulatory requirements and will proceed with necessary registrations post-approval [67][68].