香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示，概不對因公告全部或任何部份內容而 產生或因倚賴該等內容而引致之任何損失承擔任何責任。 上海復旦微電子集團股份有限公司 Shanghai Fudan Microelectronics Group Company Limited* (在 中 華 人 民 共 和 國 註 冊 成 立 的 股 份 有 限 公 司 ) (股 份 編 號: 1385) 海外監管公告 本公告乃上海復旦微電子集團股份有限公司（「本公司」）根據香港聯合交易所有限公司 證券上市規則第 13.10B 條的規定刊發。 茲載列本公司於上海證券交易所網站刊發的《第九屆監事會第十五次會議決議公告》， 僅供參閱。 承董事會命 上海復旦微電子集團股份有限公司 主席 蔣國興 中國，上海，2024 年 10 月 30 日 於本公告日期，本公司之執行董事為蔣國興先生、施雷先生、俞軍先生及沈磊先生； 非 執行董事為莊啟飛先生、張睿女士、宋加勒先生及閆娜女士；獨立非執行董事為曹鍾勇 先生、蔡敏勇先生、王頻先生及鄒甫文女士。 *僅供識別 | A 股证券 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示，概不對因公告全部或任何部份內容而 產生或因倚賴該等內容而引致之任何損失承擔任何責任。 上海復旦微電子集團股份有限公司 Shanghai Fudan Microelectronics Group Company Limited* (在 中 華 人 民 共 和 國 註 冊 成 立 的 股 份 有 限 公 司 ) (股 份 編 號: 1385) 海外監管公告 本公告乃上海復旦微電子集團股份有限公司（「本公司」）根據香港聯合交易所有限公司 證券上市規則第 13.10B 條的規定刊發。 茲載列本公司於上海證券交易所網站刊發的《關於投資產業基金暨關聯交易的進展公 告》，僅供參閱。 承董事會命 上海復旦微電子集團股份有限公司 主席 蔣國興 中國，上海，2024 年 10 月 30 日 於本公告日期，本公司之執行董事為蔣國興先生、施雷先生、俞軍先生及沈磊先生； 非 執行董事為莊啟飛先生、張睿女士、宋加勒先生及閆娜女士；獨立非執行董事為曹鍾勇 先生、蔡敏勇先生、王頻先生及鄒甫文女士。 *僅供識別 | A 股 ...

Financial Performance - The company's operating revenue for the first nine months of 2024 was approximately RMB 2.684 billion, a decrease of about 1.99% compared to the same period last year[5]. - The net profit attributable to shareholders for the first nine months of 2024 was approximately RMB 427.24 million, a decrease of about 34.29% year-on-year[5]. - In Q3 2024, the company achieved operating revenue of approximately RMB 889.55 million, a decrease of 5.55% compared to the same period last year[6]. - The net profit attributable to shareholders in Q3 2024 was approximately RMB 79.15 million, a decrease of 60.60% year-on-year[6]. - The comprehensive gross profit margin for products decreased from 64.58% in the same period last year to 55.05% for the first nine months of 2024[5]. - The net profit attributable to shareholders decreased by 60.60% in the current reporting period due to intense market competition and a decline in product sales prices, leading to a decrease in overall gross margin[10]. - The basic earnings per share (EPS) fell by 60.00% in the current reporting period, reflecting the impact of increased costs on profitability[10]. - The diluted earnings per share (EPS) decreased by 58.33% in the current reporting period, indicating significant financial pressure[10]. - The net profit attributable to shareholders, excluding non-recurring gains and losses, declined by 59.77% in the current reporting period[10]. - The total comprehensive income for the first three quarters of 2024 was RMB 410,707,235.92, significantly lower than RMB 665,640,026.72 in the previous year, indicating a decline of approximately 38.3%[19]. Expenses and Costs - Research and development expenses totaled RMB 301.68 million in Q3 2024, an increase of 4.04% year-on-year, representing 33.91% of operating revenue[3]. - Operating costs increased to RMB 2,345,249,471.94 in the first three quarters of 2024, up 15.3% from RMB 2,034,462,515.00 in the previous year[18]. - The company experienced a 34.29% decrease in net profit attributable to shareholders from the beginning of the year to the end of the reporting period, primarily due to rising expenses[10]. Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 26,083, with the largest shareholder holding 34.70% of the shares[11]. - The top ten shareholders collectively hold a significant portion of the company's equity, with the largest shareholder owning 284,196,830 shares[12]. - The company has a total of 26,069 A-share shareholders and 14 H-share shareholders as of the reporting period end[13]. - The largest shareholder, Hong Kong Central Clearing Limited, represents multiple clients holding H shares, totaling 284,207,830 shares[14]. - The shares held by Shanghai Zhengben Enterprise Management Consulting Partnership are subject to judicial freezing, affecting 35,682,011 shares[14]. Assets and Liabilities - Total assets at the end of the reporting period were RMB 884.18 million, an increase of 5.12% compared to the end of the previous year[4]. - The equity attributable to shareholders at the end of the reporting period was RMB 570.75 million, an increase of 7.63% year-on-year[4]. - As of September 30, 2024, the company's total assets increased to RMB 8,841,772,247.60, up from RMB 8,411,350,886.39 as of December 31, 2023, representing a growth of approximately 5.1%[16][17]. - The total liabilities increased to RMB 2,500,835,885.21 as of September 30, 2024, compared to RMB 2,449,649,077.25 at the end of 2023, reflecting a growth of about 2.1%[17]. Cash Flow - The company's cash and cash equivalents decreased to RMB 723,801,076.42 from RMB 1,003,337,496.96, a decline of approximately 28.0%[16]. - Net cash flow from operating activities for the first three quarters of 2024 was RMB 115,359,903.56, a significant improvement from a net outflow of RMB 1,102,588,369.69 in the same period of 2023[22]. - Cash inflow from investment activities totaled RMB 765,352,925.37, compared to RMB 626,636,738.23 in the previous year, indicating a year-over-year increase of approximately 22%[22]. - Cash outflow for investment activities was RMB 1,271,664,515.45, up from RMB 1,005,353,116.09 in 2023, reflecting a 26.4% increase[22]. - Cash flow from financing activities generated RMB 1,072,630,696.09, compared to RMB 1,275,135,414.91 in the prior year, showing a decrease of approximately 15.9%[22]. - The ending cash and cash equivalents balance for the first three quarters of 2024 was RMB 703,756,076.42, down from RMB 727,223,855.98 in 2023[22]. - Cash inflow from sales and services received was RMB 2,337,629,763.05, slightly up from RMB 2,298,844,865.62 in the previous year[20]. - Total cash inflow from operating activities was RMB 2,421,664,219.34, compared to RMB 2,426,509,750.38 in the same period of 2023, indicating a marginal decrease[20]. - Cash outflow for purchasing goods and services was RMB 1,149,970,784.94, significantly lower than RMB 2,486,714,110.24 in the previous year, reflecting a decrease of approximately 53.8%[20]. - The company experienced a decrease in cash received from other operating activities, totaling RMB 66,335,714.58, compared to RMB 91,666,381.80 in the same period last year[20]. Future Outlook - The company is in the process of issuing convertible bonds, pending approval from the shareholders' meeting, which introduces uncertainty regarding the timing and outcome of this initiative[15].

| A 股证券代码：688385 | 证券简称：复旦微电 | 公告编号：2024-061 | | --- | --- | --- | | 港股证券代码：01385 | 证券简称：上海复旦 | | 上海复旦微电子集团股份有限公司 关于召开 2024 年第三季度业绩说明会公告 本公司董事会及全体董事保证本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。 重要内容提示： 上海复旦微电子集团股份有限公司（以下简称"公司"、"复旦微电"）于 2024 年 10 月 31 日披露公司 2024 年第三季度报告。为便于广大投资者更全面 深入地了解公司报告期内的经营成果、财务状况，公司计划于 2024 年 11 月 7 日下午 16:00-17:00 举行 2024 年第三季度业绩说明会，就投资者关心的问题进 行交流。 一、说明会类型 本次投资者说明会以网络文字互动方式召开，公司将针对 2024 年第三季度 经营成果及财务指标的具体情况与投资者进行互动交流和沟通，在信息披露允 许的范围内就投资者普遍关注的问题进行回答。 二、说明会召开的时间、地点 会议召开时间：202 ...

Financial Performance - The company's revenue for Q3 2024 was approximately 889.55 million RMB, a decrease of 5.55% compared to the same period last year[4]. - Net profit attributable to shareholders for Q3 2024 was approximately 79.15 million RMB, down 60.60% year-on-year[4]. - The cumulative revenue from January to September 2024 was approximately 2.684 billion RMB, a decrease of 1.99% compared to the same period last year[3]. - The cumulative net profit attributable to shareholders from January to September 2024 was approximately 427.24 million RMB, a decrease of 34.29% year-on-year[3]. - The gross profit margin for the product lines decreased from 64.58% to 55.05% year-on-year[4]. - The net profit attributable to shareholders decreased by 60.60% in the current reporting period[8]. - The net profit attributable to shareholders for the year-to-date period decreased by 34.29% due to intense market competition and declining product sales prices[8]. - The basic earnings per share for the current period dropped by 60.00%[8]. - The diluted earnings per share for the current period decreased by 58.33%[8]. - The company's net profit for the first three quarters was impacted by increased financial expenses, which rose to CNY 30,912,304.13 from CNY 5,339,727.34[20]. - The net profit for Q3 2024 was CNY 410,937,493.42, a decrease of 38% compared to CNY 663,928,750.13 in Q3 2023[22]. - The total comprehensive income for Q3 2024 was CNY 410,707,235.92, down from CNY 665,640,026.72 in the same period last year[23]. - Basic earnings per share for Q3 2024 were CNY 0.52, compared to CNY 0.80 in Q3 2023, reflecting a decline of 35%[23]. Research and Development - R&D expenses for Q3 2024 totaled approximately 301.68 million RMB, accounting for 33.91% of revenue, an increase of 3.12 percentage points year-on-year[3]. - The company is facing challenges due to increased R&D expenses and a decline in comprehensive gross profit margin[8]. - Research and development expenses reached CNY 803,837,831.02, an increase of 6.1% compared to CNY 757,831,871.78 in the prior year[20]. Assets and Liabilities - The company's total assets as of the end of Q3 2024 were approximately 88.42 billion RMB, an increase of 5.12% from the end of the previous year[3]. - Total assets amounted to CNY 8,841,772,247.60, an increase from CNY 8,411,350,886.39, representing a growth of 5.1%[19]. - Total liabilities increased to CNY 2,500,835,885.21 from CNY 2,449,649,077.25, marking a rise of 2.1%[19]. Cash Flow and Investments - Cash and cash equivalents decreased to CNY 723,801,076.42 from CNY 1,003,337,496.96, a decline of 27.8%[17]. - Accounts receivable rose significantly to CNY 1,489,881,836.30, up 60.2% from CNY 929,619,309.54[17]. - Inventory increased slightly to CNY 3,219,853,349.45, compared to CNY 3,177,370,636.58, reflecting a growth of 1.3%[17]. - The company reported a decrease in cash flow from operating activities, indicating potential liquidity challenges moving forward[20]. - Cash flow from operating activities for the first three quarters of 2024 was CNY 115,359,903.56, a significant improvement from a negative cash flow of CNY -1,102,588,369.69 in the same period last year[25]. - Cash inflow from investment activities in Q3 2024 was CNY 765,352,925.37, compared to CNY 626,636,738.23 in Q3 2023, indicating a 22% increase[25]. - The company reported a net cash outflow from investment activities of CNY -506,311,590.08 for Q3 2024, worsening from CNY -378,716,377.86 in Q3 2023[25]. - Total cash and cash equivalents at the end of Q3 2024 were CNY 703,756,076.42, down from CNY 727,223,855.98 at the end of Q3 2023[25]. Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 26,083[9]. - The largest shareholder, Hong Kong Central Clearing Limited, holds 284,196,830 shares, accounting for 34.70% of total shares[9]. - The second largest shareholder, Shanghai Fudan Microelectronics Group Co., Ltd., holds 109,620,000 shares, representing 13.38%[9]. Market Competition - The company faced intense competition in the market, leading to adjustments in product pricing and a decline in overall gross margin[5]. - The company has reported a 59.77% decrease in net profit after deducting non-recurring gains and losses for the current period[8].

Revenue Estimates - For the period from January 1, 2024, to September 30, 2024, the estimated revenue is expected to be between RMB 2,660 million and RMB 2,700 million, representing a year-on-year decrease of 2.85% to 1.39%[2]. - The previous year's revenue was RMB 2,738 million, and the net profit attributable to the parent company was RMB 650 million[2]. Profit Estimates - The estimated net profit attributable to the parent company is expected to be between RMB 400 million and RMB 450 million, reflecting a year-on-year decrease of 38.48% to 30.78%[2]. - The estimated net profit attributable to the parent company after deducting non-recurring gains and losses is expected to be between RMB 370 million and RMB 400 million, indicating a year-on-year decrease of 38.69% to 33.72%[2]. Factors Affecting Performance - The decline in revenue and profit is attributed to intense market competition, price adjustments, and changes in product mix, leading to a decrease in overall gross margin[3]. - R&D expenses have increased due to ongoing product and technology iterations and a diversified supplier base[3]. Forecast Accuracy - The company has not identified any significant uncertainties affecting the accuracy of this earnings forecast[4]. - The data provided is preliminary and subject to change, with the final figures to be disclosed in the official Q3 2024 report[5].

Financial Performance - The company's operating revenue for the first half of 2024 was approximately RMB 1.79 billion, a decrease of 0.12% compared to the same period in 2023[6]. - Net profit attributable to shareholders for the first half of 2024 was approximately RMB 348.09 million, a decrease of about 22.52% year-on-year[6]. - The comprehensive gross profit margin for the first half of 2024 was 56.49%, a decrease of 10.61 percentage points year-on-year[6]. - In the first half of 2024, the company achieved operating revenue of approximately RMB 1.794 billion, remaining basically flat year-on-year[24]. - Net profit attributable to shareholders was approximately RMB 348 million, a year-on-year decrease of 22.52%[24]. - The total comprehensive income for the first half of 2024 was RMB 339.89 million, down from RMB 465.87 million in the same period of 2023[46]. - The company reported a total profit of RMB 344.11 million, a decline of 26.2% from RMB 466.54 million in the previous year[45]. - The net profit for the first half of 2024 was RMB 339,684,234.43, a decrease of approximately 26.8% compared to RMB 463,997,407.12 in the same period of 2023[149]. Cash Flow and Liquidity - The net cash flow from operating activities turned positive at approximately RMB 127.13 million, compared to a negative cash flow of RMB 1.09 billion in the same period last year[7]. - Operating cash inflow for the first half of 2024 reached RMB 1,662,628,490.28, a significant increase from RMB 1,374,897,125.25 in the same period of 2023, representing a growth of approximately 21%[48]. - Cash inflow from investment activities totaled RMB 280,950,996.16, compared to RMB 48,757,854.90 in the previous year, indicating a substantial increase[50]. - Cash outflow for investment activities was RMB 605,566,029.33, up from RMB 356,171,193.91 in the first half of 2023, reflecting increased investment efforts[50]. - The ending cash and cash equivalents balance was RMB 782,322,362.59, compared to RMB 735,798,694.21 at the end of the first half of 2023, showing a slight increase[50]. - The company's cash and cash equivalents decreased to RMB 813,008,807.03, down from RMB 1,003,337,496.96 as of December 31, 2023, representing a decrease of approximately 19%[68]. Research and Development - Research and development expenses accounted for 33.31% of operating revenue, compared to 32.74% in the previous year[6]. - The company invested RMB 598 million in R&D during the reporting period, accounting for 33.31% of total revenue, highlighting a strong commitment to innovation[18]. - R&D expenses totaled RMB 540,299,186.90 for the first half of 2024, a slight increase of 2.6% from RMB 527,603,643.01 in the same period of 2023[133]. - The company has developed a new generation of NFC technology and achieved breakthroughs in UHF RFID tag chips, enhancing its competitive edge in the security and identification chip market[13]. - The company is advancing the development of new generation FPGA and PSoC products based on 1xnm FinFET technology, targeting applications in computer vision and machine learning[12]. Market and Product Performance - The semiconductor industry showed signs of recovery, with a reported 28.9% year-on-year increase in integrated circuit product output[8]. - The sales revenue from the security and identification product line was approximately RMB 370 million, down from RMB 410 million in 2023[9]. - The non-volatile memory product line achieved sales revenue of approximately RMB 599 million, slightly up from RMB 588 million in 2023[10]. - The smart meter MCU product line achieved sales revenue of approximately RMB 212 million in the reporting period, compared to RMB 113 million in 2023, reflecting a significant growth[11]. - The FPGA product line generated sales revenue of approximately RMB 553 million, slightly down from RMB 586 million in 2023, indicating a stable market presence despite a minor decline[12]. Assets and Liabilities - The company's total assets as of June 30, 2024, were approximately RMB 86.66 billion, an increase of about 3.03% from the beginning of the reporting period[7]. - The net assets attributable to shareholders increased to approximately RMB 55.99 billion, reflecting a growth of about 5.59% from the beginning of the reporting period[7]. - The company's inventory at the end of the reporting period was valued at approximately RMB 3.23 billion, representing 52.83% of total current assets[34]. - Total liabilities as of June 30, 2024, amounted to RMB 2,425,161,836.52, a slight decrease from RMB 2,449,649,077.25 as of December 31, 2023, representing a reduction of approximately 1%[42]. - Total equity attributable to shareholders increased to RMB 5,599,365,612.23 from RMB 5,302,976,177.60, reflecting a growth of about 5.6%[42]. Risk Factors - The company faces risks related to the slowdown in the integrated circuit industry and potential impacts from international trade environments[27][28]. - The company is focusing on improving its cash flow management by reducing outstanding receivables and increasing the efficiency of collections[84]. - The company faces market risks including interest rate risk and foreign exchange risk, but the impact of foreign exchange fluctuations is considered minimal due to operations primarily in RMB[174]. Corporate Governance and Compliance - The company has established a comprehensive quality control system and has received multiple management system certifications, enhancing its market credibility[20]. - The company continues to adhere to the accounting standards set forth by the Ministry of Finance, ensuring the accuracy and completeness of its financial reporting[62]. - The company has obtained high-tech enterprise certification, allowing it to pay a reduced corporate income tax rate of 15% for 2023[67].

| A 股证券代码：688385 | 证券简称：复旦微电 | 公告编号：2024-058 | | --- | --- | --- | | 港股证券代码：01385 | 证券简称：上海复旦 | | 上海复旦微电子集团股份有限公司 1、上海政本企业管理咨询合伙企业（有限合伙） | 名称 | 上海政本企业管理咨询合伙企业（有限合伙） | | --- | --- | | 注册地址 | 上海市杨浦区国泰路11号1层展示厅A179室 | | 执行事务合伙人 | 上海晔莘企业管理有限公司注 | | 注册资本 | 522.6727万元 | 本次权益变动系上海政本企业管理咨询合伙企业（有限合伙）（以下简称： "上海政本"）及其一致行动人上海年锦企业管理咨询合伙企业（有限 合伙）（以下简称"上海年锦"）因减持、被动稀释、司法处置导致其持 有的复旦微电股份比例变动至 5%以下，不触及要约收购。 本次权益变动后，信息披露义务人（上海政本、上海年锦）合计持有公 司股份比例由 8.185%（总股本以 816,656,500 股计）减少至 4.800%（总 股本以 819,060,400 股计），不再是公司持股 5%以上的股东，本次变动不 ...

根据本次发行项目进展和公司实际情况，结合已披露的公司 2024 年半 年度报告，公司按照中国证监会《监管规则适用指引——发行类第 7 号》等 规定的要求会同中介机构对募集说明书等申请文件的财务数据及其他变动 事 项 进 行 了 同 步 更 新 ， 具 体 内 容 详 见 公 司 同 日 在 上 交 所 网 站 （http://www.sse.com.cn）披露的《上海复旦微电子集团股份有限公司向不特 定对象发行 A 股可转换公司债券募集说明书（注册稿）（2024 年半年度财务 数据更新版）》等相关文件。 公司董事会将根据相关法律法规及上述批复文件的要求，在公司股东大 会的授权范围内办理本次向不特定对象发行可转换公司债券的相关事宜。公 司本次向不特定对象发行可转换公司债券有效期续期的事项尚需获得股东 大会通过，公司将根据该事项的进展情况，按照有关规定和要求及时履行信 1 息披露义务。 敬请广大投资者注意投资风险。 | A 股证券代码：688385 | 证券简称：复旦微电 | 公告编号：2024-056 | | --- | --- | --- | | 港股证券代码：01385 | 证券简称：上海复旦 | | 上海 ...

Shareholder Communication - The company aims to provide supplementary information to shareholders and potential investors beyond the annual report[4] - The announcement is made to ensure transparency and accuracy for shareholders and investors[4] - The announcement is part of the company's commitment to shareholder communication and engagement[4] Company Structure - The board of directors remains unchanged as of the announcement date, with both executive and non-executive members listed[4] - The chairman of the company, Jiang Guoxing, is responsible for the announcement[4] Stock Information - As of December 31, 2023, the company has issued 4,914,100 unvested restricted shares, representing approximately 0.6% of the total shares outstanding[4] - The company emphasizes the importance of the restricted stock incentive plan initiated in 2021[4] Regulatory Information - The company is registered in the People's Republic of China, indicating its operational jurisdiction[3] - The company clarifies that the Hong Kong Stock Exchange and the Hong Kong Joint Stock Exchange bear no responsibility for the content of the announcement[1] - The company continues to maintain all other information disclosed in the annual report without changes[4]