重要内容提示： 证券代码：688045 证券简称：必易微 公告编号：2025-047 深圳市必易微电子股份有限公司 2025年第二次临时股东会决议公告 本公司董事会及全体董事保证公告内容不存在任何虚假记载、误导性陈述或 者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 本次会议是否有被否决议案：无 一、 会议召开和出席情况 （三） 出席会议的普通股股东、特别表决权股东、恢复表决权的优先股股东及 其持有表决权数量的情况： | 1、出席会议的股东和代理人人数 | 43 | | --- | --- | | 普通股股东人数 | 43 | | 2、出席会议的股东所持有的表决权数量 | 37,262,817 | | 普通股股东所持有表决权数量 | 37,262,817 | | 3、出席会议的股东所持有表决权数量占公司表决权数量的比例（%） | 53.4250 | | 普通股股东所持有表决权数量占公司表决权数量的比例（%） | 53.4250 | 注：截至本次股东会股权登记日的总股本为 69,837,819 股；其中，公司回购专用账户中股份 数为 89,955 股，不享有股东会表决权。 （四） 表决方式是否 ...

Group 1 - The core viewpoint of the news is that Biyimi's stock has shown significant growth this year, with a 40.60% increase, and recent trading activity indicates a mixed sentiment among investors [2][3] - As of September 12, Biyimi's stock price rose by 2.09% to 44.85 CNY per share, with a total market capitalization of 3.132 billion CNY [1] - The company's main business involves the design and sales of high-performance analog and mixed-signal integrated circuits, with revenue composition primarily from AC-DC (51.04%), driver ICs (44.33%), and DC-DC (3.94%) [2] Group 2 - Institutional holdings show that as of June 30, 2025, the sixth largest shareholder is Nuoan Multi-Strategy Mixed A, which holds 312,100 shares as a new shareholder [3] - The number of shareholders increased by 28.86% to 6,014 as of June 30, 2025, while the average circulating shares per person decreased by 20.74% to 6,267 shares [2] - For the first half of 2025, Biyimi reported a revenue of 283 million CNY, a year-on-year decrease of 6.99%, while the net profit attributable to the parent company was -8.8146 million CNY, reflecting a year-on-year increase of 16.92% [2]

Core Points - The company plans to grant restricted stock to various incentive targets, with a total of 62.37 million shares allocated across different categories [1] - The core technical personnel will receive 2.89% of the total restricted stock, while other key technical and business personnel will receive 80.01% [1] - A reserved portion of 12.47 million shares accounts for 19.99% of the total restricted stock plan [1] Distribution Summary - The total number of restricted shares granted to core technical personnel is 1.80 million, representing 0.02% of the company's total share capital [1] - The total number of shares for other incentivized personnel is 49.90 million, which is 0.71% of the total share capital [1] - The reserved shares will not exceed 20% of the total restricted stock plan, and no individual can receive more than 1% of the company's total shares through the incentive plan [1]

Core Viewpoint - Shenzhen Biyimi Microelectronics Co., Ltd. has conducted a self-examination regarding insider trading related to its 2025 Restricted Stock Incentive Plan, confirming no violations of insider trading regulations during the review period [1][2][4] Summary by Sections Announcement of the Incentive Plan - The company held meetings on August 15, 2025, to approve the draft of the 2025 Restricted Stock Incentive Plan and related management measures [1] Compliance with Regulations - The company has implemented necessary confidentiality measures and registered insider information recipients in accordance with relevant laws and regulations [2] Self-Examination Findings - During the self-examination period from February 16, 2025, to August 15, 2025, six individuals were found to have traded company stock [2] - Five individuals traded based on their independent judgment before knowing insider information related to the incentive plan [2] - One individual, a regular employee, traded after being registered as an insider but had limited knowledge of the plan's specifics and acted based on public market information [2][3] Conclusion of the Self-Examination - The company adhered to relevant laws and regulations, confirming no insider trading or information leakage occurred during the planning of the incentive plan [3][4]

Core Viewpoint - The company has adjusted the list of recipients for the 2025 restricted stock incentive plan, reducing the number of recipients from 158 to 157 due to compliance issues related to insider trading [1][4]. Decision-Making Process and Disclosure - The company held a board meeting on August 15, 2025, to approve the draft of the 2025 restricted stock incentive plan and related proposals [2]. - From August 19 to August 28, 2025, the company publicly announced the names and positions of the initial recipients of the incentive plan, receiving no objections from employees [2]. - On September 5, 2025, the company convened a temporary shareholders' meeting to approve the incentive plan and related matters [3]. Adjustment Details - One recipient was found to have engaged in stock trading after being registered as an insider, leading to the decision to revoke their eligibility for the incentive plan [3][4]. - The adjustment does not change the total number of shares to be granted, which remains the same [4]. Impact of the Adjustment - The adjustment complies with relevant laws and regulations and is not expected to affect the stability of the company's core team or its financial performance significantly [4]. - The adjustment was made within the authority granted by the shareholders and does not require further shareholder approval [4]. Committee's Opinion - The board's remuneration and assessment committee confirmed that the adjustment aligns with legal requirements and does not harm the interests of the company or its shareholders [4]. Legal Opinion - The legal counsel concluded that the adjustments and grants have received necessary approvals and meet all legal requirements, ensuring the legitimacy of the actions taken by the company [5].

Core Points - The company announced the first grant of restricted stock under the 2025 incentive plan, with a grant date of September 5, 2025, and a total of 499,000 shares to be granted at a price of 19.34 yuan per share to 157 eligible participants [1][6][10] Summary by Sections 1. Restricted Stock Grant Details - The first grant of restricted stock will occur on September 5, 2025, with a total of 499,000 shares allocated [1][6] - The grant price is set at 19.34 yuan per share [1][6] - The total number of eligible participants is 157, reduced from an initial 158 due to the disqualification of one participant for trading company shares during the insider period [4][10] 2. Decision-Making Process - The board of directors and the remuneration and assessment committee verified the grant conditions and confirmed that all necessary procedures were followed [1][3] - The company disclosed the grant details and the list of eligible participants on the Shanghai Stock Exchange website [2][3] 3. Conditions for Granting - The granting of restricted stock is contingent upon the company not having any adverse audit opinions or violations of profit distribution regulations in the past 36 months [5][6] - The eligible participants must not have been deemed inappropriate by regulatory authorities in the past 12 months [5][6] 4. Vesting Schedule - The restricted stock will vest in three phases: 30% after 12 months, 30% after 24 months, and 40% after 36 months from the grant date [7][8] - The vesting is subject to specific trading restrictions during certain periods, such as before the announcement of financial reports [7][8] 5. Accounting Treatment and Impact - The company will use the Black-Scholes model to calculate the fair value of the restricted stock for accounting purposes [11][12] - The estimated impact on the company's financial performance will be monitored, with expectations that the positive effects of the incentive plan will outweigh the associated costs [12] 6. Legal Compliance - The company has obtained necessary approvals and confirmed that the grant conditions are met, ensuring compliance with relevant laws and regulations [12][13]

Meeting Overview - The second board meeting of Shenzhen Biyimi Microelectronics Co., Ltd. was held on September 5, 2025, in a combined onsite and telecommunication format, with all 7 attending directors present [1][2] Board Resolutions - The board approved the adjustment of the list of incentive recipients for the 2025 restricted stock incentive plan, reducing the number of recipients from 158 to 157 due to a prior stock trading incident [1][2] - The board agreed to grant 499,000 shares of restricted stock to the 157 recipients at a price of 19.34 yuan per share, with the grant date set as September 5, 2025 [2]

深圳市必易微电子股份有限公司 董事会薪酬与考核委员会关于公司 2025 年限制性股票激励计划 一、本次激励计划首次授予激励对象均不存在《管理办法》等法律、法规规 定的不得成为激励对象的情形，包括： 或者采取市场禁入措施； 二、本次激励计划首次授予的激励对象为公司（含公司合并报表范围内的各 级分/子公司，下同）核心技术人员、技术骨干、业务骨干及董事会认为需要激 励的其他人员，不包含公司董事（含独立董事）、监事、高级管理人员、单独或 合计持有公司 5%以上股份的股东或实际控制人及其配偶、父母、子女。 三、鉴于公司 2025 年限制性股票激励计划中确定的 1 名激励对象在其登记 为内幕信息知情人之后至公司首次公开披露本次激励计划相关公告前存在买卖 公司股票的行为，经公司与其本人沟通确认，其在买卖股票时对本次激励计划公 告前知悉本次激励计划的信息有限，对本次激励计划的具体实施时间、最终激励 方案以及核心要素等并不知悉，系基于对股票二级市场行情、市场公开信息及个 人判断做出的独立投资决策，其不存在利用本次激励计划内幕信息进行股票交易 牟利的主观故意，相关股票买卖不存在利用本次激励计划的具体方案要素等内幕 信息进行内幕交 ...

北京德恒（深圳）律师事务所 关于深圳市必易微电子股份有限公司 法律意见 深圳市福田区金田路 4018 号安联大厦 B 座 11 楼 电话:0755-88286488 传真:0755-88286499 邮编:518026 北京德恒（深圳）律师事务所 关于深圳市必易微电子股份有限公司 北京德恒（深圳）律师事务所 关于深圳市必易微电子股份有限公司 法律意见 德恒 06G20250060-00003 号 致：深圳市必易微电子股份有限公司 深圳市必易微电子股份有限公司（以下简称"公司"）2025 年第一次临时股 东大会（以下简称"本次会议"）于 2025 年 9 月 5 日（星期五）召开。北京德恒 （深圳）律师事务所（以下简称"德恒"）受公司委托，指派徐帅律师、孙静曲律 师（以下简称"德恒律师"）出席了本次会议。根据《中华人民共和国证券法》（以 下简称"《证券法》"）、《中华人民共和国公司法》（以下简称"《公司法》"）、 中国证券监督管理委员会《上市公司股东会规则》（以下简称"《股东会规则》"） 等法律、行政法规、部门规章、规范性文件和《深圳市必易微电子股份有限公司 章程》（以下简称"《公司章程》"）的规定，德恒律师就 ...

Meeting Overview - The shareholders' meeting of Shenzhen Biyimei Electronics Co., Ltd. was held on September 5, 2025, at the company's training room in Yunk科技大厦, Nanshan District, Shenzhen [1] - A total of 32 ordinary shareholders attended the meeting, holding 30,187,224 voting rights, which accounted for 43.2805% of the company's total voting rights [1] Voting Results - All non-cumulative voting proposals were approved with a significant majority, where 30,183,869 votes (99.9889%) were in favor, 3,355 votes (0.0111%) were against, and no votes were abstained [2][3] - The voting process adhered to the regulations set forth by the Company Law and the company's articles of association [1][4] Legal Compliance - The meeting was witnessed by lawyers Xu Shuai and Sun Jingqu, who confirmed that the meeting's procedures, attendees, and voting results complied with relevant laws and regulations, ensuring the legality and validity of the resolutions passed [4]