上海复旦微电子集团股份有限公司 | A | 股证券代码：688385 | 证券简称：复旦微电 公告编号：2024-049 | | --- | --- | --- | | H | 股证券代码: 01385 | 证券简称：上海复旦 | （四） 表决方式是否符合《公司法》及公司章程的规定，大会主持情况等。 2024 年第二次临时股东大会决议公告 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。 重要内容提示： 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 | 221 | | --- | --- | | 普通股股东人数 | 221 | | 其中：A 股股东人数 | 220 | | 境外上市外资股股东人数 | 1 | | 2、出席会议的股东所持有的表决权数量 | 269,415,362 | | 普通股股东所持有表决权数量 | 269,415,362 | | 其中：A 股股东所持有表决权数量 | ...

Financial Performance - The company's revenue for Q1 2024 was approximately 892.74 million RMB, representing a year-on-year increase of 10.30%[6] - The net profit attributable to shareholders for Q1 2024 was approximately 161.25 million RMB, a decrease of 14.35% compared to the same period last year[6] - The gross margin for the product lines in Q1 2024 was 56.65%, down from 66.77% in the same period last year, but up by 6.98 percentage points from Q4 2023[7] - The company reported a diluted earnings per share of 0.20 RMB, a decrease of 13.04% compared to the same period last year[6] - The company's operating profit for Q1 2024 was approximately ¥174.99 million, a decrease from ¥208.31 million in Q1 2023, representing a decline of about 16.0%[21] - Net profit for Q1 2024 was approximately ¥158.35 million, down from ¥194.53 million in Q1 2023, reflecting a decrease of around 18.6%[21] - Basic and diluted earnings per share for Q1 2024 were both ¥0.20, compared to ¥0.23 in Q1 2023, indicating a decline of approximately 13.0%[23] - The company reported a total comprehensive income attributable to the parent company of approximately ¥161.28 million in Q1 2024, down from ¥188.27 million in Q1 2023, reflecting a decrease of about 14.4%[21] Research and Development - The R&D expenditure for Q1 2024 totaled approximately 288.20 million RMB, accounting for 32.28% of the revenue, a decrease of 3.17 percentage points year-on-year[6] - The company plans to continue investing in R&D to enhance product offerings and meet diverse application needs, with R&D expenses increasing by approximately 25.96 million RMB year-on-year[7] - Research and development expenses increased to ¥245,299,852.18 in Q1 2024, compared to ¥219,344,606.32 in Q1 2023, reflecting a growth of 11.8%[20] Assets and Liabilities - The total assets at the end of Q1 2024 were approximately 8.50 billion RMB, an increase of 1.01% from the end of the previous year[6] - Non-current assets totaled ¥2,599,423,185.88, an increase from ¥2,474,067,215.53 in the previous year[19] - Total liabilities amounted to ¥2,360,948,827.13, down from ¥2,449,649,077.25 in the previous year, indicating a decrease of 3.6%[19] - The company's total assets increased to ¥8,495,933,812.48 from ¥8,411,350,886.39, representing a growth of 1.0%[19] - The company’s total equity increased to ¥6,134,984,985.35 from ¥5,961,701,809.14, reflecting a growth of 2.9%[19] Cash Flow - The cash flow from operating activities for Q1 2024 was approximately 10.58 million RMB, with no year-on-year comparison available[4] - Cash flow from operating activities for Q1 2024 was ¥10.58 million, a significant improvement from a negative cash flow of ¥524.98 million in Q1 2023[25] - Total cash inflow from operating activities in Q1 2024 was approximately ¥775.99 million, compared to ¥641.00 million in Q1 2023, marking an increase of about 20.9%[24] - Cash outflow from operating activities in Q1 2024 was approximately ¥765.41 million, down from ¥1.17 billion in Q1 2023, showing a reduction of about 34.3%[25] - Cash flow from investing activities in Q1 2024 was negative at approximately -¥236.55 million, an improvement from -¥294.34 million in Q1 2023[25] - Cash flow from financing activities in Q1 2024 was negative at approximately -¥24.29 million, compared to a positive cash flow of ¥323.23 million in Q1 2023[25] - The ending cash and cash equivalents balance for Q1 2024 was approximately ¥740.56 million, an increase from ¥622.26 million at the end of Q1 2023[25] Shareholder Information - As of the end of the reporting period, the total number of ordinary shareholders is 27,057, with the largest shareholder holding 34.7% of shares[11] - The top ten shareholders hold a combined total of 55.5% of the shares, indicating a significant concentration of ownership[12] - The total number of A-share shareholders is 27,043, while H-share shareholders number 14[13] - The company has 39,182,011 shares under judicial freeze, which may impact liquidity and shareholder rights[13] Inventory and Receivables - The company’s inventory stands at approximately ¥3.21 billion, showing a slight increase from ¥3.18 billion[17] - Accounts receivable increased to approximately ¥1.19 billion, up from ¥929.62 million, reflecting a growth of about 27.8% year-over-year[17] - The total current assets amount to approximately ¥5.90 billion, slightly down from ¥5.94 billion, indicating a decrease of about 0.7%[17] Market and Future Plans - The company experienced a significant increase in revenue from smart meter chips, which grew by 95.74% year-on-year, totaling approximately 92 million RMB[7] - Revenue from the FPGA and other products increased by 23.25% year-on-year, reaching approximately 281 million RMB[7] - The company plans to expand its market presence and invest in new technologies, although specific figures were not disclosed in this report[20] - The company is in the process of applying for the issuance of convertible bonds, pending approval from the China Securities Regulatory Commission[16] Operating Costs - Total operating costs for Q1 2024 were ¥739,701,625.41, up 26.7% from ¥583,615,423.54 in Q1 2023[20]

Financial Performance - The company's operating revenue for Q1 2024 was approximately RMB 892.74 million, representing a year-on-year increase of 10.30%[8] - Net profit attributable to shareholders was approximately RMB 161.25 million, a decrease of 14.35% compared to the same period last year[8] - The net profit attributable to shareholders after deducting non-recurring gains and losses was approximately RMB 154.99 million, down 13.93% year-on-year[8] - The overall gross profit margin for products decreased from 66.77% in the same period last year to 56.65%[8] - The basic earnings per share for the reporting period was RMB 0.20, a decrease of 13.04% year-on-year[5] - Net profit for Q1 2024 was RMB 158.35 million, a decrease of 18.6% from RMB 194.53 million in Q1 2023[20] Research and Development - Research and development expenses totaled approximately RMB 245.30 million, an increase of about RMB 25.96 million compared to the same period last year[10] - Research and development expenses were not reported for Q1 2024, compared to RMB 219.34 million in Q1 2023[20] Assets and Equity - Total assets at the end of the reporting period were RMB 849,593.38 million, an increase of 1.01% from the end of the previous year[7] - Equity attributable to shareholders at the end of the reporting period was RMB 547,916.09 million, up 3.32% from the end of the previous year[7] - The company’s total equity increased to RMB 6.13 billion from RMB 5.96 billion, reflecting a growth of 2.9%[19] Shareholder Information - The total number of common shareholders at the end of the reporting period was 27,057, with the top ten shareholders holding a combined 34.70% of shares[13] - Hong Kong Central Clearing (Agent) Limited holds 284,196,830 shares, representing 34.70% of total shares[14] - Shanghai Fudan Fuxin Technology Holdings Limited and Shanghai Zhengben Enterprise Management Consulting Partnership hold 13.38% and 13.03% of shares, respectively[13] - The number of A-share shareholders was 27,043, while H-share shareholders totaled 14[15] - The top ten shareholders include various institutional investors, with the largest being Hong Kong Central Clearing[14] - The total shares held by the top ten unrestricted shareholders amount to 284,196,830[14] - The report indicates that 39,182,011 shares held by Shanghai Zhengben are under judicial freeze[15] - The company has seen changes in the lending of shares due to margin trading activities among major shareholders[16] - The total number of shares held by the top ten unrestricted shareholders represents a significant portion of the company's equity structure[14] Cash Flow and Investments - In Q1 2024, cash inflow from operating activities was RMB 775,994,096.96, an increase of 21% compared to RMB 641,002,729.28 in Q1 2023[22] - The net cash flow from operating activities was RMB 10,580,615.27, a significant improvement from a net outflow of RMB 524,983,561.92 in the same period last year[22] - Cash outflow for purchasing fixed assets and other long-term assets was RMB 132,650,890.15, down 48% from RMB 253,469,972.83 in Q1 2023[23] - Cash inflow from investment activities totaled RMB 161,100,016.13, compared to RMB 225,683,029.78 in Q1 2023, reflecting a decrease of 29%[23] - The net cash flow from investment activities was negative at RMB -236,550,874.02, an improvement from RMB -294,342,943.05 in the previous year[23] - Cash inflow from financing activities was RMB 445,717,254.60, up 35% from RMB 330,563,472.36 in Q1 2023[23] - The net cash flow from financing activities was negative at RMB -24,290,369.20, contrasting with a positive net flow of RMB 323,231,185.34 in Q1 2023[23] - The ending cash and cash equivalents balance was RMB 740,560,120.10, an increase from RMB 622,264,887.86 at the end of Q1 2023[23] - The company received RMB 10,683,118.07 in tax refunds, slightly up from RMB 9,696,496.64 in Q1 2023[22] - The total cash outflow for operating activities was RMB 765,413,481.69, down 34% from RMB 1,165,986,291.20 in Q1 2023[22] Segment Performance - The revenue from the smart meter chip segment increased by 95.74% year-on-year, reaching approximately RMB 92 million[8] Liabilities - The total liabilities decreased to RMB 2.36 billion from RMB 2.45 billion, a reduction of 3.6%[19]

Financial Performance - The company achieved a revenue of RMB 3.536 billion for the year 2023, which is approximately flat year-on-year[9]. - Net profit attributable to shareholders decreased by 33.18% to RMB 719 million[9]. - The overall gross margin for the reporting period was 61.21%[9]. - Operating revenue for 2023 was RMB 353,625.94 million, a slight decrease of 0.07% compared to RMB 353,890.89 million in 2022[32]. - Operating revenue for 2023 was approximately RMB 3.54 billion, a slight decrease of 0.1% compared to RMB 3.54 billion in 2022[184]. - Net profit for 2023 was CNY 748.86 million, down 33% from CNY 1.12 billion in 2022[184]. - The company reported a significant increase in financial expenses, totaling CNY 15.70 million in 2023 compared to a financial income of CNY 7.75 million in 2022[184]. - The total comprehensive income for 2023 was CNY 751.30 million, down from CNY 1.12 billion in 2022[186]. - The company reported a significant increase in other income, which rose to RMB 145.59 million in 2023 from RMB 88.90 million in 2022, an increase of 63.73%[197]. Research and Development - Research and development expenditure reached RMB 1.19 billion, an increase of 34.25% year-on-year[10]. - The company invested approximately RMB 1.19 billion in R&D, representing a year-on-year increase of 34.25%, and expanded its R&D personnel from 885 to 1,178[21]. - The company is focusing on five key R&D projects with significant market potential, which received high recognition from shareholders[11]. - The company is advancing the development of new-generation FPGA platforms and intelligent reconfigurable SoC platforms as part of its long-term strategic planning[21]. - Research and development expenses during the reporting period amount to approximately RMB 1.19 billion, representing 33.64% of total operating revenue[43]. Market and Industry Conditions - The semiconductor industry is currently in a downturn, impacting sales in consumer electronics and power electronics sectors[9]. - The company remains committed to long-term development strategies despite macroeconomic challenges[11]. - The non-volatile memory product line reported revenue of approximately RMB 1.072 billion, facing significant market pressure due to declining consumer demand[15]. - The company is strategically targeting the renewable energy sector with new product developments in electric vehicle charging and photovoltaic applications[18]. Operational Metrics - The company employed a total of 2,045 staff by the end of 2023, with 1,178 in R&D, adding 293 new R&D personnel compared to 2022[9]. - The company’s subsidiary, Hualing, has developed advanced testing solutions for AI chips and high-performance computing chips, contributing to its technological capabilities[19]. - The company is engaged in the design, development, and testing of ultra-large-scale integrated circuits, with product lines including security and identification chips, non-volatile memory, smart meter chips, FPGA chips, and integrated circuit testing services[22]. - The security and identification product line generated sales revenue of approximately RMB 863 million, with efforts to expand into overseas markets[14]. Financial Position and Cash Flow - The company reported a net cash flow from operating activities of RMB (70,816.66) million, a significant decline from RMB 32,128.55 million in the previous year[34]. - Inventory increased by 24.27% to RMB 317,737.06 million, driven by proactive measures to ensure continuous supply and seize market opportunities[35]. - The company reported a significant increase in accounts receivable, which rose to approximately RMB 929.62 million from RMB 730.20 million, a growth of 27.3%[180]. - The company’s cash and cash equivalents decreased to approximately ¥1.00 billion from ¥1.19 billion, a decline of 15.7%[180]. Governance and Compliance - The company emphasizes the importance of rigorous risk management practices to mitigate operational risks[38]. - The board of directors believes that the company has complied with all corporate governance code provisions during the year ending December 31, 2023[73]. - The company has established a systematic training management process, evaluating training effectiveness through exams and performance assessments[57]. - The company has a commitment to transparency, integrity, and accountability in its operations[71]. Shareholder Engagement and Dividends - The board proposed a cash dividend of RMB 1 per 10 shares, totaling RMB 81,906,040, subject to shareholder approval[11]. - The company maintains a dividend policy to distribute at least 10% of the annual distributable profits, subject to various financial and operational considerations[106]. - The company has established multiple communication channels with shareholders to ensure effective engagement and transparency[105]. Future Outlook - The company plans to issue A-share convertible bonds to raise up to RMB 200,000 million for various development projects, including next-generation FPGA platforms and intelligent SoC platforms[50]. - The company aims to enhance its competitive advantages in technology, service, quality, and brand while expanding production capacity and product application areas in 2024[48]. - The company plans to continue focusing on market expansion and new product development in the upcoming fiscal year[188].

Financial Performance - The company has not achieved profitability since its listing, indicating ongoing challenges in financial performance [3]. - The company's operating revenue for 2023 was CNY 353,625.94 million, a slight decrease of 0.07% compared to CNY 353,890.89 million in 2022 [22]. - The net profit attributable to shareholders for 2023 was CNY 71,949.44 million, representing a significant decline of 33.18% from CNY 107,684.33 million in the previous year [22]. - The net profit after deducting non-recurring gains and losses was CNY 57,249.22 million, down 43.84% from CNY 101,940.55 million in 2022 [22]. - The basic earnings per share for 2023 were CNY 0.88, a decrease of 33.33% from CNY 1.32 in 2022 [23]. - The comprehensive gross profit margin decreased by 3.46 percentage points compared to the previous year due to price impacts on certain product lines [24]. - The gross profit margin declined to 61.21% due to downward pressure on certain product lines [32]. - The company reported a significant decrease in sales and gross margin for smart meter chips, attributed to market demand decline [87]. Cash Flow and Investments - The net cash flow from operating activities was negative at CNY -70,816.66 million, compared to CNY 32,128.55 million in 2022 [22]. - The company reported a net cash flow from operating activities of RMB 39.44 million in Q4 2023, following negative cash flows in the first three quarters [26]. - Investment cash flow was negative at RMB -73,159.68 million, mainly due to expansion of production scale by a subsidiary [100]. - Financing cash flow increased by 159.67% to RMB 131,027.07 million, driven by increased bank loans to meet operational funding needs [100]. Research and Development - The R&D expenditure accounted for 33.64% of operating revenue, an increase of 8.60 percentage points from 25.04% in 2022 [23]. - R&D investment for the year was approximately CNY 1.190 billion, an increase of 34.25% year-on-year, with R&D personnel rising from 885 to 1,178 [33]. - The company is focusing on new product development, including next-generation FPGA platforms and intelligent reconfigurable SoC platforms [33]. - R&D expenses reached 1.19 billion RMB, representing 33.64% of total revenue, indicating a strong commitment to innovation [73]. Market and Product Development - The company plans to continue expanding its market presence and investing in new technologies to drive future growth [22]. - The company is focusing on developing high-capacity, high-reliability storage products to meet market demands in various sectors [113]. - The company is actively expanding its product lineup in key industries such as public utilities, smart home appliances, automotive electronics, and industrial control [54]. - The company is exploring market expansion opportunities in Southeast Asia, targeting a 25% growth in that region [126]. Governance and Shareholder Matters - The board of directors has fully attended the meetings, ensuring governance integrity [7]. - The company held its 2022 Annual General Meeting on June 2, 2023, where all resolutions were passed, including the approval of the 2022 financial statements [117]. - The company plans to issue A-share convertible bonds, with details on the issuance scale and terms to be determined [120]. - The company has established several specialized committees under the board, including the audit committee and the strategic and investment committee [149]. Risks and Challenges - The company has disclosed potential risks in its management discussion and analysis section, urging investors to review these factors [3]. - The company faces risks related to new product development and talent retention in a competitive market [75][76]. - The overall gross margin is under pressure due to changes in supply-demand dynamics in the consumer electronics sector [77]. Social Responsibility and Sustainability - The company is committed to improving its ESG management level and promoting sustainable development practices [113]. - The company contributed approximately 8.4 million CNY to support the "Hearing-impaired Children's Choir Project" in 2023, benefiting the health and growth of hearing-impaired children [182]. - The company has implemented carbon reduction measures, achieving a reduction of 147 tons of CO2 equivalent by upgrading the laboratory air conditioning system [176]. Employee and Management - The total number of employees in the company is 2,045, with 1,514 in the parent company and 531 in major subsidiaries [155]. - The company has established a competitive compensation and benefits policy, including salaries, bonuses, and various types of leave [156]. - The company has a systematic training management process, implementing both external and internal training programs [157]. - The company has established a performance evaluation mechanism for senior management, linking salary to performance assessment results [168].

Financial Performance - The company's total revenue for 2023 was RMB 3,536,259,423.60, a slight decrease of 0.04% compared to RMB 3,538,908,884.94 in 2022[4] - Net profit attributable to shareholders for 2023 was RMB 719,494,375.58, down 33.2% from RMB 1,076,843,340.68 in 2022[4] - Total comprehensive income for the year 2023 was RMB 751,297,956.63, a decrease from RMB 1,120,440,199.87 in 2022, reflecting a decline of approximately 33%[5] - Basic earnings per share (EPS) for 2023 was RMB 0.88, down from RMB 1.32 in 2022, representing a decrease of about 33.33%[5] - The company reported a profit total of RMB 751,850,854.72 for 2023, down from RMB 1,121,671,536.82 in 2022, a decrease of about 33%[10] - The company achieved operating revenue of approximately RMB 3.536 billion, remaining essentially flat year-on-year, while net profit attributable to shareholders decreased by 33.18% to approximately RMB 719 million[44] Assets and Liabilities - The company's total assets as of December 31, 2023, reached RMB 8,411,350,886.39, up 37.5% from RMB 6,110,888,054.09 in 2022[3] - Current assets totaled RMB 5,937,283,670.86, an increase of 37.2% compared to RMB 4,327,100,944.42 in 2022[2] - Total liabilities rose to RMB 2,449,649,077.25, a substantial increase of 156.1% from RMB 957,718,676.14 in 2022[3] - The total accounts receivable balance as of December 31, 2023, is RMB 953,432,976.35, with a bad debt provision of RMB 23,813,666.81, representing 2.50% of the total[15] - The accounts payable as of 2023 is RMB 235,756,887.78, an increase from RMB 201,182,480.44 in 2022[15] - The company had bank borrowings of RMB 1.436 billion as of December 31, 2023, a significant increase from RMB 50 million in 2022[47] Research and Development - Research and development expenses increased significantly to RMB 1,010,597,572.06, representing a rise of 37.4% from RMB 735,419,692.61 in the previous year[4] - The company invested approximately RMB 1.19 billion in R&D for the year, representing a year-on-year increase of 34.25%[31] - The number of R&D personnel increased from 885 at the end of last year to 1,178, enhancing the R&D capabilities[31] - The company has developed 10GHz high-speed wafer KGD testing and high-density wafer testing methods with over 10,000 pins, which have been put into mass production[29] - The company is actively developing testing solutions for AI chips, high-performance computing chips, and automotive-grade chips[29] - The comprehensive gross margin decreased to 61.21% due to the downward pressure on certain product lines[23] Revenue Breakdown - Revenue from external transactions in 2023 was RMB 3,536,259,423.60, slightly down from RMB 3,538,908,884.94 in 2022, indicating a marginal decline of 0.07%[8] - Revenue from non-volatile memory in 2023 increased to RMB 1,072,193,991.40 from RMB 940,310,039.15 in 2022, marking an increase of approximately 14%[8] - Revenue from smart meter chips decreased significantly from RMB 594,579,681.69 in 2022 to RMB 273,770,814.68 in 2023, a decline of about 54%[8] - The sales revenue from the non-volatile memory product line was approximately RMB 1.072 billion in 2023[26] - The sales revenue from the smart meter chip product line was approximately RMB 274 million in 2023[27] Future Plans and Strategies - The company plans to continue investing in new technologies and market expansion strategies to drive future growth[4] - The company is focusing on expanding its product lines and entering new markets, particularly in the fields of electric vehicles and renewable energy[28] - The company is applying to issue A-share convertible bonds to raise up to RMB 2 billion for various development projects, including next-generation FPGA platforms and IoT chip development[46] - The group aims to enhance its competitive advantages in technology, service, quality, and brand in 2024, with plans to expand capacity and product application areas[53] - The group will continue to invest in R&D and strengthen its technological advantages through partnerships and innovation, focusing on cross-domain integrated innovation[53] Dividend and Shareholder Information - The company plans to distribute a cash dividend of RMB 1.00 per share, totaling RMB 81,906,040.00, which is 11.38% of the net profit attributable to shareholders for 2023[18] - The board proposed a final dividend of RMB 1.00 per 10 shares for the year ending December 31, 2023, totaling an expected cash distribution of RMB 81,906,040.00, down from RMB 110,248,627.50 in 2022[54] - The average weighted number of ordinary shares outstanding for the company was 816,735,532 in 2023[22] Compliance and Governance - The audit committee has reviewed the financial statements for the year ending December 31, 2023, confirming compliance with applicable accounting standards and sufficient disclosure[62] - The consolidated financial statements for the year ending December 31, 2023, have been verified by Ernst & Young Hua Ming LLP, confirming consistency with the reported figures[63] - The announcement does not constitute an audit under the standards set by the Hong Kong Institute of Certified Public Accountants, indicating no certification has been issued[63] - The board of directors includes executive directors Jiang Guoxing, Shi Lei, and Yu Jun, along with non-executive and independent non-executive directors[63]

上海市锦天城律师事务所 关于上海复旦微电子集团股份有限公司 向不特定对象发行 A 股可转换公司债券的 补充法律意见书（二） 地址：上海市浦东新区银城中路 501 号上海中心大厦 11/12 层 电话：021-20511000 传真：021-20511999 邮编：200120 上海市锦天城律师事务所 补充法律意见书(二) 目 录 | 声明事项. | | --- | | 释 义 | | 正 文… | | 问题 1、 | | 问题 8.2、…………………………………………………………………………………………………………………………………………………… 16 | | 问题 8.3、 …… | 上海市锦天城律师事务所 补充法律意见书（二） 上海市锦天城律师事务所 关于上海复旦微电子集团股份有限公司 向不特定对象发行 A 股可转换公司债券的 补充法律意见书（二） 案号：01F20231839 致：上海复旦微电子集团股份有限公司 上海市锦天城律师事务所（以下简称"本所"）接受上海复旦微电子集团股 份有限公司（以下简称"发行人"或"公司"或"复旦微电"）的委托，并根据 发行人与本所签署的《专项法律顾问合同》，担任发行人向不 ...

已审财务报表 2020年度 上海复旦微电子集团股份有限公司 目 录 上海复旦微电子集团股份有限公司 | | | 页 | | 次 | | --- | --- | --- | --- | --- | | 一、 | 审计报告 | 1 | - | 6 | | 二、 | 已审财务报表 | | | | | | 合并资产负债表 | 7 | - | 8 | | | 合并利润表 | 9 | - | 10 | | | 合并股东权益变动表 | | 11 | | | | 合并现金流量表 | 12 | - | 13 | | | 公司资产负债表 | 14 | - | 15 | | | 公司利润表 | | 16 | | | | 公司股东权益变动表 | | 17 | | | | 公司现金流量表 | | 18 | | | | 财务报表附注 | 19 | - | 104 | | | 补充资料 | | | | | | 1.非经常性损益明细表 | | 1 | | | | 2.净资产收益率和每股收益 | | 1 | | 审计报告 安永华明（2023）审字第60469429_B02号 上海复旦微电子集团股份有限公司 上海复旦微电子集团股份有限公司全体股 ...

上海复旦微电子集团股份有限公司 与 中信建投证券股份有限公司 关于 上海复旦微电子集团股份有限公司 向不特定对象发行可转换公司债券 申请文件的审核问询函的回复 保荐人（主承销商） （北京市朝阳区安立路66号4号楼） 二〇二四年一月 上海证券交易所： 根据贵所于2023年8月4日下发的《关于上海复旦微电子集团股份有限公司向 不特定对象发行可转换公司债券申请文件的审核问询函》（上证科审（再融资） 〔2023〕193号）（以下简称"审核问询函"）的要求，上海复旦微电子集团股 份有限公司（以下简称"复旦微电""发行人"或"公司"）会同本次向不特定 对象发行可转换公司债券的保荐人中信建投证券股份有限公司（以下简称"中信 建投""保荐机构"或"保荐人"）、发行人律师上海市锦天城律师事务所（以 下简称"锦天城""发行人律师"）和申报会计师安永华明会计师事务所（特殊 普通合伙）（以下简称"安永华明""申报会计师"）等相关各方，本着勤勉尽 责、诚实守信的原则，就审核问询函所提问题逐项进行认真讨论、核查与落实， 并逐项进行了回复说明。 如无特殊说明，本回复中的简称与《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 ...

| A 股证券代码：688385 | 证券简称：复旦微电 | 公告编号：2024-003 | | --- | --- | --- | | 港股证券代码：01385 | 证券简称：上海复旦 | | 注 1：上述被轮候冻结股份涉及的案件案号依次为（2024）沪 0106 民初 2253 号、（2024）沪 0106 民初 2255 号、（2024）沪 0106 民初 2256 号、（2024）沪 0106 民初 2257 号、（2024）沪 0106 民初 2258 号，案件原告均为上海汇金融资担保有 限公司，案由均为追偿权纠纷。目前，上海政本正在与相关法院进行沟通，核实 具体情况。 三、股东股份被司法冻结/司法标记的影响及风险提示 上海复旦微电子集团股份有限公司 关于股东所持股份被轮候冻结公告 本公司董事会、全体董事及相关股东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： 2024 年 1 月 10 日，公司收到上海政本、上海年锦以电子方式发来的《关于 部分股份被轮候冻结的告知函》（简称"《告知函》"），内容如下： | 股东名称 ...