公众号记得加星标⭐️，第一时间看推送不会错过。 昨夜晚间，美芯晟科技（北京）股份有限公司（以下简称"公司"）宣布，拟使用自有资金按照投前估值 12,500 万元收购上海鑫雁微电子股份有限 公司（以下简称"标的公司"或"鑫雁微"）现有全部 1,000 万元注册资本，并以同等投前估值增资3,500 万元认购标的公司新增 280 万元注册资本， 交易完成后合计取得标的公司100%股权，本次交易金额合计为人民币 16,000 万元。交易完成后，鑫雁微将成为公司全资子公司，纳入公司合并报 表范围。 美芯晟表示，本次交易价款以现金方式支付，资金来源为公司自有资金。公司资金储备较为充裕，将根据本次收购股权的交易进展情况，合理安排 收购款项及支付时间，有效控制资产负债规模，本次交易不会对公司财务状况和经营成果产生重大不利影响。 今天是《半导体行业观察》为您分享的第 4302 期内容，欢迎关注。 END 据介绍，本次并购标的鑫雁微系聚焦传感控制领域的高新技术、专精特新中小企业，深耕集成电路芯片设计研发，核心产品为磁传感芯片，同时布 局马达驱动芯片等相关品类的技术与产品布局，致力于成为传感控制领域芯片设计与应用的优质提供商。公司 ...

Group 1 - The company approved a share repurchase plan on January 16, 2025, allowing the use of excess funds to buy back shares through the Shanghai Stock Exchange, with a maximum repurchase price of 49.00 CNY per share and a total fund amount between 25 million CNY and 50 million CNY [1] - The repurchase period is set for 12 months from the board's approval date, and the shares will be used for employee stock ownership plans and/or equity incentives [1] - The company completed the share repurchase plan by January 15, 2026, having repurchased 1,393,700 shares, which is 1.2495% of the total share capital, at an average price of 35.84 CNY per share, totaling approximately 49.95 million CNY [2] Group 2 - The repurchase adhered to relevant regulations, and the execution of the plan was consistent with the initially disclosed proposal, ensuring no significant impact on the company's operations or financial status [2] - The repurchased shares will be temporarily held in a dedicated securities account and will not have voting rights or profit distribution rights during this period [5] - If the shares are not transferred within three years, any untransferred shares will be canceled, and the company will follow the required decision-making processes and disclosure obligations for the use of the repurchased shares [5]

Core Viewpoint - Meixin Sheng Technology (Beijing) Co., Ltd. is a leading enterprise in the high-performance analog and mixed-signal chip sector in China, focusing on chip R&D and sales, with strong technical barriers [1] Group 1: Business Performance - In Q3 2025, Meixin Sheng reported revenue of 422 million yuan, ranking 27th among 34 companies in the industry, with the industry leader, Goodix Technology, achieving 3.521 billion yuan [2] - The net profit for the same period was 10.32 million yuan, placing the company 17th in the industry, while the top performer, Goodix Technology, reported a net profit of 677 million yuan [2] - Year-on-year revenue growth was 46.47%, and net profit increased by 132% [6] Group 2: Financial Ratios - As of Q3 2025, the company's debt-to-asset ratio was 5.98%, significantly lower than the industry average of 16.92%, indicating strong solvency [3] - The gross profit margin was 34.76%, up from 23.25% year-on-year, but slightly below the industry average of 36.44% [3] Group 3: Shareholder Information - As of September 30, 2025, the number of A-share shareholders increased by 31.42% to 7,977, while the average number of circulating A-shares held per account decreased by 23.91% [5] Group 4: R&D and Product Development - R&D investment for the first three quarters of 2025 reached 111 million yuan, a year-on-year increase of 3.42%, with the R&D expense ratio decreasing to 26.41% [6] - High-margin new products, particularly in wireless charging and signal chain segments, generated sales of 299 million yuan, a 111.01% increase year-on-year, accounting for 70.96% of total revenue [6]

Core Insights - Meixinsheng Technology (Beijing) Co., Ltd. reported a significant increase in sales revenue and net profit for Q3 2025, indicating successful strategic adjustments and product upgrades [1] - The company's revenue for the first three quarters reached 422 million yuan, a year-on-year increase of 46.47%, with net profit attributable to shareholders at 10.32 million yuan, marking a turnaround from losses [1] - The sales revenue growth rate for Q3 alone surged to 66.31%, driven by the expansion of revenue scale and optimization of gross margin [1] Revenue Breakdown - The two core product lines, wireless charging and signal chain, contributed significantly to revenue, generating 299 million yuan in the first three quarters, a remarkable year-on-year increase of 111.01% [1] - These product lines accounted for 70.96% of total revenue, an increase of 21.70 percentage points compared to the same period last year, highlighting a trend towards product structure optimization in high-value areas [1] Profitability Improvement - The company's gross margin for Q3 reached 34.34%, an increase of 10.79 percentage points year-on-year, reflecting steady growth in profitability due to the introduction of high-margin new products [1] Future Growth Potential - The signal chain segment is expected to continue its rapid growth, with plans to enhance the ToF product matrix and expand into AI sensor technologies [2] - The company aims to break the technological monopoly of overseas firms in key areas, facilitating large-scale applications in robotics, drones, and automotive sectors [2] - Meixinsheng's strategic positioning in AI and robotics is yielding tangible results, contributing to long-term growth and attracting market attention [2]

Group 1 - The company approved a share repurchase plan using excess funds, with a total repurchase amount between RMB 25 million and RMB 50 million, and a maximum repurchase price of RMB 49.00 per share [1] - The repurchase period is set for 12 months from the board's approval date [1] - The repurchased shares will be used for employee stock ownership plans and/or equity incentives [1] Group 2 - As of July 31, 2025, the company has repurchased a total of 1,393,700 shares, representing 1.2495% of the total share capital of 111,536,629 shares [2] - The highest repurchase price was RMB 41.525 per share, while the lowest was RMB 30.12 per share, with a total transaction amount of approximately RMB 49.95 million [2] Group 3 - The share repurchase complies with legal regulations and the company's repurchase plan requirements [3] - The company will continue to make repurchase decisions based on market conditions and fulfill information disclosure obligations in a timely manner [4]

Core Viewpoint - The legal opinion letter confirms that the procedures for convening and holding the 2024 annual general meeting of shareholders of Meixin Sheng Technology (Beijing) Co., Ltd. comply with relevant laws and regulations, ensuring the legality and validity of the resolutions made during the meeting [2][5][9]. Group 1: Meeting Procedures - The annual general meeting is scheduled for June 25, 2025, as per the resolution of the company's second board of directors [5]. - The meeting will be conducted in a hybrid format, combining on-site attendance and online voting [6]. - The notice for the meeting includes details on voting methods, meeting date, time, location, and registration procedures, adhering to legal requirements [5][6]. Group 2: Attendance and Qualifications - A total of 50 shareholders and their proxies attended the meeting, representing 37,641,639 shares, which is 35.3608% of the total voting shares [7]. - Among them, 5 shareholders represented 31,303,092 shares at the on-site meeting, accounting for 29.4063% of the total voting shares [7]. - The qualifications of the attendees and the convenor of the meeting were verified and found to be compliant with legal standards [8]. Group 3: Voting Procedures and Results - The meeting's agenda was voted on item by item, with results being counted and verified by designated personnel [9]. - The resolutions passed include the 2024 annual board report, 2024 annual supervisory report, and 2024 financial settlement report, with votes in favor being 37,632,007 shares (99.9991%), 37,631,307 shares (99.9991%), and 37,631,307 shares (99.9991%) respectively [9][10]. - The voting results for the profit distribution plan and the reappointment of the auditing firm for 2025 also received overwhelming support, with similar percentages of approval [10][11]. Group 4: Conclusion - The legal opinion concludes that the convening and holding of the shareholders' meeting, the qualifications of attendees, and the voting procedures are in accordance with the Company Law and relevant regulations, rendering the resolutions legally valid [12][13].

美芯晟科技（北京）股份有限公司 章 程 二〇二五年六月 美芯晟科技（北京）股份有限公司章程 -0- 美芯晟科技（北京）股份有限公司章程 第一章 总则 第一条 为维护美芯晟科技（北京）股份有限公司（以下简称"公司"）、股东、 职工和债权人的合法权益，规范公司的组织和行为，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》 （以下简称" 《证券法》"）、 《上市公司章程指引》、《上海证券交易所科创板上市公司自律监管指引第 1 号——规范运作》、 《上市公司股东会规则》、 《上海证券交易所科创板股票上市规 则》（以下简称"上市规则"）和其他有关规定，制订本章程。 第二条 公司系依照《公司法》和其他有关规定成立的股份有限公司。 公司以美芯晟科技（北京）有限公司整体变更方式设立；在北京市海淀区市 场监督管理局注册登记，取得营业执照，依法从事经营活动。 第三条 公司经中国证券监督管理委员会于 2023 年 3 月 9 日核准注册， 首次向社会公众发行人民币普通股 2,001.00 万股，于 2023 年 5 月 22 日在上 海证券交易所上市。 第四条 公司注册名称： 中文全称：美芯 ...

General Provisions - The company establishes a management system for the shares held and traded by its directors and senior management to enhance oversight and clarify procedures [1][2] - The shares held by directors and senior management include those registered in their names and those held through others' accounts [2] Information Reporting - The company secretary is responsible for managing the identity and shareholding data of directors and senior management, ensuring quarterly checks on share trading disclosures [4] - Directors and senior management must report their shareholding information within two trading days of any changes [5][6] Trading and Disclosure of Shares - Directors and senior management must notify the board secretary of their trading plans in writing before executing trades, and the board must assess any potential risks [10] - Any changes in shareholding must be reported within two trading days, including details such as pre-trade share quantity and post-trade share quantity [11][12] Share Transfer Restrictions - Directors and senior management are prohibited from transferring shares under specific conditions, such as within one year of the stock's listing or within six months after leaving the company [5][6] - The company may impose longer transfer restrictions or lower transfer ratios through its articles of association [6] Trading Limitations - Directors and senior management are restricted from trading shares during certain periods, including 15 days before annual and semi-annual reports [10][12] - They are also prohibited from engaging in derivative trading based on the company's shares [9][12] Legal Responsibilities and Penalties - Violations of the management system by directors and senior management may result in penalties from regulatory authorities, with financial penalties ranging from 5% to 10% of the involved trading amount [12][13] - The company retains the right to interpret the management system and make amendments as necessary [13]

Core Viewpoint - The document outlines the external guarantee management system of Meixinsheng Technology (Beijing) Co., Ltd., aiming to regulate external guarantee behaviors, control risks, and ensure asset safety in compliance with relevant laws and regulations [1][2]. Group 1: General Principles - The external guarantee refers to the guarantees provided by the company for others, including guarantees for its controlling subsidiaries [1]. - External guarantees must be approved by the company's board of directors or shareholders' meeting [1]. - The system applies to the company and its wholly-owned subsidiaries, with controlling subsidiaries required to notify the company of any guarantees made [1]. Group 2: Approval Authority for External Guarantees - Certain guarantee matters must be approved by the shareholders' meeting after being reviewed by the board, including guarantees exceeding 10% of the latest audited net assets and total guarantees exceeding 50% of the latest audited net assets [2]. - Guarantees for shareholders, actual controllers, and their related parties require abstention from voting by the related shareholders [2]. Group 3: Approval Process for External Guarantees - The finance department is responsible for the external guarantee process, including conducting credit analysis and risk assessment of the guaranteed entities [3][4]. - Guarantees must be submitted to the board for approval after the finance department's written report [4]. - The board must carefully analyze the financial and operational status of the guaranteed party before making a decision [4]. Group 4: Management of Guarantee Contracts - Approved guarantee projects must have written contracts that comply with relevant laws, specifying the scope of debt, guarantee responsibilities, and duration [5]. - The company must continuously monitor the situation of the guaranteed party and report regularly to the board [5][6]. Group 5: Information Disclosure - The company must fulfill its information disclosure obligations regarding external guarantees as per legal and regulatory requirements [6]. - Decisions made by the shareholders' meeting or board regarding external guarantees must be announced promptly [6]. Group 6: Accountability - Directors and senior management who violate the approval procedures for guarantee contracts may be liable for damages and face legal consequences if criminal activities are involved [7].

美芯晟科技（北京）股份有限公司 股东会议事规则 第一章 总则 第一条 为保护美芯晟科技（北京）股份有限公司（以下简称"公司"）股 东的合法权益，明确公司股东会的职责和权限，保证股东会依法行使职权，根据 《公司法》、 《上市公司治理准则》、 《上市公司股东会规则》、 《上海证券交易所科 创板上市公司自律监管指引第 1 号——规范运作》等相关法律、法规和规范性文 件以及《上海证券交易所科创板股票上市规则》、 《美芯晟科技（北京）股份有限 公司章程》（以下简称"《公司章程》"）等的规定，制订本规则。 第二条 公司股东会的召集、提案、通知、召开等事项适用本规则。 第三条 公司应当严格按照相关法律、法规和规范性文件以及《公司章程》 和本规则的相关规定召开股东会，保证股东能够依法行使权利。 公司董事会应当切实履行职责，认真、按时组织股东会。 公司全体董事应当勤勉尽责，确保股东会正常召开和依法行使职权。 第四条 股东会应当在《公司法》等相关法律、法规和规范性文件以及《公 司章程》规定的范围内行使职权。 第五条 股东会分为年度股东会和临时股东会。 年度股东会每年召开一次，应当于上一会计年度结束后的六个月内举行。 有下列情形之 ...