美芯晟科技（北京）股份有限公司 第二届董事会第八次会议决议公告

Group 1 - The company held its 8th meeting of the 2nd Board of Directors on January 27, 2026, with all 7 directors present, and the meeting was conducted in accordance with relevant laws and regulations [2][4] - The Board approved the acquisition of 100% equity of Shanghai Xinyan Microelectronics Co., Ltd. through a combination of equity purchase and capital increase, with a total transaction amount of RMB 160 million [3][11] - The acquisition will allow Shanghai Xinyan to become a wholly-owned subsidiary of the company and will be included in the company's consolidated financial statements [3][11] Group 2 - The major shareholder, WI Harper Fund VII, held 6,240,029 shares, accounting for 5.59% of the company's total equity before the reduction plan [9] - The shareholder's reduction plan involved selling up to 1,115,366 shares, representing no more than 1% of the total equity [9][10] - The actual reduction resulted in the sale of 944,468 shares through centralized bidding and 170,800 shares through block trading, totaling 1,115,268 shares, which is consistent with the previously disclosed plan [10] Group 3 - The company aims to enhance its core competitiveness and expand its technology boundaries through the acquisition, which will allow it to enter the magnetic sensor market [51][52] - The acquisition is expected to improve the company's product matrix, customer resource expansion, and application scenario extension, leading to comprehensive benefits and effective synergy [52][53] - The transaction will be funded by the company's own funds, ensuring that it will not adversely affect the company's financial status or operating results [55]