关于股东所持部分股份被司法标记及轮候冻结公告 | A 股证券代码：688385 | 证券简称：复旦微电 公告编号：2024-002 | | --- | --- | | 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 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。 二、股东股份累计被司法冻结/司法标记情况 | 股东名称 | 持股数量（股） | 持股比例 | 累计被冻结 | 累计被标记 | 合计占其所 | 合计占公司 | | --- | --- | --- | --- | --- | --- | --- | | | | | 数量（股） | 数量（股） | 持股份比例 | 总股本比例 | | 上海政本 | 39,182,011 | 4.784% | 300,000 | 38,882,011 | 100.00% | 4.784% | | 上海年锦 | 3,632,514 | 0.443% | / | 3,632,514 | 100.00% | 0.443% | 重要内容提示： 202 ...

上海证券交易所文件 上证科审（再融资）〔2023〕253 号 ─────────────── 上海证券交易所 二〇二三年十二月三十日 主题词：科创板 再融资 落实意见函 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的 审核中心意见落实函 上海复旦微电子集团股份有限公司、中信建投证券股份有限公司： 根据《证券法》《上市公司证券发行注册管理办法》《上海 证券交易所上市公司证券发行上市审核规则》等有关规定，本所 对上海复旦微电子集团股份有限公司（以下简称公司或发行人） 向不特定对象发行可转换公司债券申请文件进行了审核。 请你公司及时提交募集说明书（上会稿）。 1 上海证券交易所 2023 年 12 月 30 日印发 2 ...

上海复旦微电子集团股份有限公司 投资者关系活动记录表 股票名称：复旦微电 股票代码：688385 | | 特定对象调研 | | □分析师会议 | | --- | --- | --- | --- | | 投资者关系活 动类别 | □媒体采访 | | □业绩说明会 | | | □新闻发布会 | | □路演活动 | | | □现场参观 | | □其他__________ | | 参与单位/个人 | | 山西证券、天弘基金、民生证券 | | | 时间 | 2023 年 12 月 | 26 日 | 14:30-15:30 | | | 2023 年 12 月 | 28 日 | 15:40-16:40 | | 地点 | 公司会议室 | | | | 公司接待人员 | 证券事务代表 | 郑克振 | | 投资者关系活动主要内容 1、公司 FPGA 主要应用的领域？ 答：公司 FPGA 目前主要应用在高可靠领域，并正在积极开辟市场，推进面向 低功耗及成本敏感性市场，如医学成像、机器视觉、专业监视器、车用毫米波 /激光雷达、工业物联网及边缘市场等领域的探索。 2、公司为拓展 FPGA 业务做了哪些工作？ 答：技术方面，公司 FPG ...

Financial Performance - In Q3 2023, the company reported revenue of approximately CNY 9.42 billion, a decrease of 6.00% compared to the same period last year[5]. - The net profit attributable to shareholders in Q3 2023 was approximately CNY 2.01 billion, down 38.88% year-on-year[5]. - For the first nine months of 2023, the company achieved a total revenue of approximately CNY 27.38 billion, an increase of 1.25% year-on-year[4]. - The net profit attributable to shareholders for the first nine months was approximately CNY 6.50 billion, a decrease of 24.33% compared to the previous year[4]. - The gross profit margin for the product lines decreased from 65.03% to 64.58% in the first nine months of 2023[5]. - The weighted average return on equity decreased by 10.84 percentage points to 13.33% year-on-year[4]. - The basic and diluted earnings per share decreased by 37.50% and 40.00%, respectively, due to the decline in net profit[10]. - Total comprehensive income for Q3 2023 was CNY 665,640,026.72, a decrease of 25.3% from CNY 890,600,254.80 in Q3 2022[22]. - Basic earnings per share for Q3 2023 was CNY 0.80, down from CNY 1.05 in Q3 2022, representing a decline of 23.8%[22]. - Net profit for Q3 2023 was ¥663,928,750.13, down from ¥886,969,151.29 in Q3 2022, representing a decrease of approximately 25.2%[21]. Research and Development - R&D expenses for the first three quarters of 2023 amounted to approximately CNY 75.78 million, an increase of CNY 19.79 million year-on-year[6]. - R&D investment increased by 31.56% year-to-date, reflecting the company's commitment to enhancing new product and technology development[10]. - Research and development expenses rose to ¥757,831,871.78, compared to ¥559,903,315.37 in the previous year, indicating a year-over-year increase of about 35.4%[20]. - The company plans to continue investing in R&D to enhance product offerings and meet diverse application needs[6]. Cash Flow and Liquidity - The company’s cash flow from operating activities was negative at CNY -110.26 million for the year-to-date[3]. - Cash inflow from operating activities totaled CNY 2,426,509,750.38 in the first three quarters of 2023, down 8.7% from CNY 2,659,392,884.90 in 2022[23]. - Cash outflow from operating activities increased to CNY 3,529,098,120.07 in 2023, up 47.4% from CNY 2,393,087,377.26 in 2022[24]. - Net cash flow from operating activities for the first three quarters of 2023 was CNY -1,102,588,369.69, compared to CNY 266,305,507.64 in the same period of 2022[24]. - Net cash flow from investing activities was CNY -378,716,377.86 for the first three quarters of 2023, compared to CNY -200,777,339.26 in 2022[24]. - Net cash flow from financing activities for Q3 2023 was CNY 1,096,739,899.23, significantly higher than CNY 394,337,344.77 in Q3 2022[25]. - The ending balance of cash and cash equivalents as of Q3 2023 was CNY 727,223,855.98, down from CNY 875,584,047.61 at the end of Q3 2022[25]. - The company received CNY 35,998,502.96 in tax refunds during the first three quarters of 2023, compared to CNY 18,008,270.96 in the same period of 2022[23]. Assets and Liabilities - The total assets at the end of the reporting period were CNY 813.39 billion, representing a 33.10% increase from the previous year[4]. - The total assets at the end of the reporting period increased by 33.10%, primarily due to expanded production scale and increased inventory[10]. - Current liabilities totaled ¥1,706,350,802.93, significantly higher than ¥903,876,332.57 in the previous year, marking an increase of about 88.8%[19]. - The company's equity attributable to shareholders increased to ¥5,161,926,253.88 from ¥4,531,230,351.61, showing a growth of approximately 13.9%[19]. - Inventory increased to approximately 3.15 billion RMB, up from 1.48 billion RMB in the previous year[17]. - Accounts receivable rose to approximately 1.13 billion RMB, compared to 730.20 million RMB at the end of the previous year[17]. - The company reported a decrease in asset impairment losses to ¥75,329,023.42 from ¥87,679,395.66 in the previous year, indicating improved asset management[21]. Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 20,310, with the largest shareholder holding 34.80% of the shares[13]. - The company is in the process of issuing convertible bonds, pending approval from the Shanghai Stock Exchange and the China Securities Regulatory Commission[15].

Financial Performance - For the first nine months of 2023, the company achieved operating revenue of approximately RMB 2.738 billion, an increase of about 1.25% year-on-year[6]. - The net profit attributable to shareholders for the same period was approximately RMB 650 million, a decrease of about 24.33% year-on-year[6]. - In Q3 2023, the company reported operating revenue of approximately RMB 942 million, a decrease of about 6.00% compared to the same period last year[7]. - The net profit attributable to shareholders in Q3 2023 was approximately RMB 201 million, a decrease of about 38.88% year-on-year[7]. - Operating profit for the first three quarters of 2023 was RMB 664.79 million, down from RMB 888.92 million in the same period of 2022, indicating a decline of approximately 25.3%[19]. - The company's revenue for the first three quarters of 2023 was approximately RMB 2.30 billion, a decrease of 12.24% compared to RMB 2.62 billion in the same period of 2022[21]. - The company incurred a loss of approximately RMB 1.10 billion in the first three quarters of 2023, compared to a profit of RMB 266.31 million in the same period of 2022[21]. Research and Development - R&D expenses for the first nine months of 2023 amounted to approximately RMB 757.83 million, an increase of about RMB 197.93 million compared to the same period last year[9]. - The company’s R&D investment accounted for 30.79% of operating revenue, an increase of 3.96 percentage points year-on-year[4]. - R&D investment increased by 31.56% in the first nine months, driven by the need to enhance core competitiveness through new product and technology development[11]. - Research and development expenses increased to RMB 757.83 million in the first three quarters of 2023, up from RMB 559.90 million in the same period of 2022, marking an increase of approximately 35.4%[19]. Assets and Liabilities - Total assets at the end of the reporting period were RMB 813.39 million, an increase of 33.10% compared to the end of the previous year[5]. - Total assets increased to RMB 8.13 billion from RMB 6.11 billion as of December 31, 2022, representing a growth of approximately 33.2%[17]. - The total liabilities increased to RMB 2.34 billion as of September 30, 2023, from RMB 957.72 million as of December 31, 2022, representing an increase of about 144.5%[18]. - Inventory levels rose significantly to RMB 3.15 billion as of September 30, 2023, compared to RMB 1.48 billion at the end of 2022, reflecting an increase of approximately 112.5%[17]. Earnings Per Share - Basic earnings per share decreased by 37.50% in Q3, mainly due to the drop in net profit[11]. - The company’s basic earnings per share for the first three quarters of 2023 were RMB 0.80, down from RMB 1.05 in the same period of 2022, a decrease of approximately 23.8%[20]. - Diluted earnings per share fell by 40.00% in Q3[11]. Cash Flow - The company's cash and cash equivalents decreased to RMB 737.28 million as of September 30, 2023, from RMB 1.19 billion as of December 31, 2022, a decline of about 38.0%[17]. - The total cash and cash equivalents at the end of the third quarter of 2023 was RMB 727.22 million, down from RMB 875.58 million at the end of the same period in 2022[23]. - The net cash flow from investment activities for the first three quarters of 2023 was negative RMB 378.72 million, compared to negative RMB 200.78 million in the same period of 2022[23]. - The cash flow from operating activities showed a decrease, with a net cash outflow of RMB 393.06 million in 2023 compared to an inflow of RMB 459.83 million in 2022[23]. - The net cash flow from financing activities for the first three quarters of 2023 was RMB 1.10 billion, an increase from RMB 394.34 million in the same period of 2022[23]. Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 20,310, with the largest shareholder holding 34.80% of shares[12]. - The top ten shareholders collectively hold significant stakes, with the largest shareholder holding 284,197,980 shares[13]. Future Plans - The company plans to continue launching new products and expanding its customer base to address the challenges posed by insufficient demand in certain sectors[8]. - The company plans to continue investing in new technologies and market expansion strategies to drive future growth[19]. - The company is advancing the issuance of convertible bonds, pending approval from the Shanghai Stock Exchange and the China Securities Regulatory Commission[16]. Accounting Standards - The company has implemented new accounting standards starting in 2023, which may affect the financial statements[23].

Incentive Plans - The company granted 1,066,000 restricted shares under the 2021 A-share incentive plan on October 28, 2022, with performance assessment requirements for the years 2022 to 2024[3] - The 2018 equity incentive plan expired on February 13, 2022, and no domestic shares were granted under this plan in the 2022 fiscal year[7] Performance Assessment Requirements - The first vesting period requires a revenue increase of over 65% compared to 2020, and a gross profit increase of over 65% compared to 2020[4] - The second vesting period requires a revenue increase of over 90% compared to 2020, and a gross profit increase of over 90% compared to 2020[5] - The third vesting period requires a revenue increase of over 120% compared to 2020, and a gross profit increase of over 120% compared to 2020[5] - The personal performance assessment for incentive targets is categorized as "Qualified" or "Unqualified," with corresponding share allocation coefficients of 100% and 0% respectively[6] Financial Management - The company plans to utilize the remaining unspent funds from the 2022 fiscal year according to the previously disclosed usage plan and expected timeline[8]

Financial Performance - The company reported a revenue of RMB 1.796 billion for the first half of 2023, representing a year-on-year increase of 5.52%[9]. - Net profit attributable to shareholders was RMB 449.27 million, a decrease of approximately 15.32% compared to the same period last year[9]. - The gross profit margin improved to 67.10%, an increase of 2.10 percentage points year-on-year[9]. - The company’s basic earnings per share were RMB 0.55, down from RMB 0.65 in the same period last year[9]. - The company reported a total profit of RMB 466,539,593.35 for H1 2023, with an applicable tax expense calculated at RMB 46,653,959.34[158]. - The company’s net profit for H1 2023 was RMB 463,997,407.12, down from RMB 541,557,299.92 in H1 2022, representing a decline of 14.3%[162]. - The total comprehensive income for the first half of 2023 is RMB 465,874,450.72, compared to RMB 434,508,249.93 for the same period in 2022, indicating an increase of about 7.2%[69]. Research and Development - Research and development expenses amounted to RMB 588 million, a significant increase of 47.54% compared to the previous year[10]. - R&D investment reached RMB 588.14 million, accounting for 32.74% of operating revenue, which is a 47.54% increase compared to the previous year[29]. - The company has established a multi-level R&D system, with R&D investment at a high level of 32.74% of revenue, ensuring sustained competitiveness in the market[23]. - The company is actively developing high-performance industrial and automotive-grade products in the non-volatile memory sector to enhance competitiveness[19]. - The smart meter MCU technology has advanced with the development of embedded flash memory technology and low-power clock technology, with ongoing productization efforts[20]. Product Lines and Sales - The company’s sales revenue from the security and identification product line was approximately RMB 410 million, down from RMB 461 million in the previous year[13]. - The non-volatile memory product line achieved sales revenue of approximately RMB 588 million in the reporting period, up from RMB 487 million in 2022, reflecting a growth of 20.7%[14]. - The smart meter chip product line generated sales revenue of approximately RMB 113 million, a decrease from RMB 276 million in 2022, indicating a decline of 59.0%[16]. - The FPGA and other products line reported sales revenue of approximately RMB 586 million, an increase from RMB 378 million in 2022, representing a growth of 55.1%[17]. - The company continues to focus on expanding its product lines, particularly in high-reliability products and new applications[10]. Financial Position - The total assets of the company reached RMB 78.43 billion, reflecting a growth of approximately 28.35% since the beginning of the reporting period[9]. - The net assets attributable to shareholders increased to RMB 49.32 billion, up about 8.83% from the start of the reporting period[9]. - The company's total current assets increased to RMB 5,687,882,418.09 as of June 30, 2023, compared to RMB 4,327,100,944.42 on December 31, 2022, reflecting a growth of approximately 31.5%[53]. - The company's inventory at the end of the reporting period was valued at approximately RMB 2.85 billion, representing 50.08% of total current assets[39]. - The total liabilities increased to RMB 1,758,520,203.60 as of June 30, 2023, from RMB 903,876,332.57 at the end of 2022, showing a growth of approximately 94.5%[53]. Cash Flow and Financing - Cash flow from operating activities showed a net outflow of RMB 109,043.92 million, compared to a net inflow of RMB 32,910.72 million in the previous year[42]. - The company raised a total of RMB 540 million by issuing 40 million shares at RMB 13.50 each, with a net amount of RMB 507.6 million allocated for integrated circuit testing industrialization and R&D center construction by September 30, 2023[48]. - The company reported a significant increase in financial expenses by 82.74%, amounting to RMB (786.30) million, compared to RMB (430.28) million in the previous year[42]. - The company recorded a credit impairment loss of RMB (1,343.88) million, a 142.35% increase from RMB (554.53) million in the previous year[42]. - The company reported a net cash flow from financing activities of RMB 1,014,850,889.73, a turnaround from a net outflow of RMB 82,381,852.95 in the prior year[62]. Market and Industry Conditions - The semiconductor industry is experiencing a downturn, with a reported 3.0% decline in integrated circuit production in China for the first half of 2023[11]. - The company faces risks related to the slowdown in the integrated circuit industry growth, which could adversely affect its performance[32]. - The company is focusing on enhancing its technology and product reserves in preparation for industry recovery, particularly in automotive and smart home applications[16]. Related Party Transactions - The company recognized related party service income from Fudan University amounting to RMB 61,320.75, an increase from RMB 46,226.42 in the same period last year, representing a growth of approximately 32.5%[194]. - Sales to Shanghai Fudan Communication Co., Ltd. reached RMB 114,889,504.57, up from RMB 80,789,693.88, indicating a growth of about 42.1% year-over-year[194]. - The company has contract liabilities with Fudan University amounting to RMB 23,400.00, unchanged from the previous period[200].

Financial Performance - For the six months ended June 30, 2023, the company reported operating revenue of RMB 1.796 billion, an increase of 5.52% compared to the same period last year[4]. - The net profit attributable to shareholders was RMB 449.27 million, a decrease of approximately 15.32% year-on-year[4]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was RMB 415.00 million, down approximately 20.03% from the previous year[4]. - The comprehensive gross profit margin improved to 67.10%, an increase of 2.10 percentage points year-on-year[4]. - The group achieved a revenue of approximately RMB 1.796 billion in the first half of 2023, an increase of 5.52% compared to the same period last year[27]. - The net profit attributable to the parent company was approximately RMB 449 million, a decrease of 15.32% year-on-year[27]. - The company reported a gross profit margin of approximately 27.0% for the first half of 2023, compared to 33.0% in the same period of 2022[56]. - The total comprehensive income for the first half of 2023 is RMB 434,508,249.93, compared to a total of RMB 520,595,705.21 for the same period in 2022, indicating a decrease of about 16.5%[66]. Assets and Liabilities - The company's total assets as of June 30, 2023, were approximately RMB 78.43 billion, an increase of about 28.35% from the beginning of the reporting period[4]. - The total liabilities as of June 30, 2023, are RMB 2,275,203,690.15, compared to RMB 957,718,676.14 as of December 31, 2022, representing an increase of approximately 137.5%[53]. - The total equity attributable to shareholders as of June 30, 2023, is RMB 4,931,523,515.75, up from RMB 4,531,230,351.61 as of December 31, 2022, reflecting an increase of approximately 8.8%[53]. - The company's inventory at the end of the reporting period was valued at approximately RMB 2,848.25 million, representing 50.08% of total current assets[37]. - The total current assets as of June 30, 2023, amount to RMB 5,687,882,418.09, an increase from RMB 4,327,100,944.42 as of December 31, 2022, reflecting a growth of approximately 31.5%[52]. Research and Development - Research and development expenses for the first half of 2023 amounted to approximately RMB 588 million, a 47.54% increase compared to the same period last year[5]. - The group has established a multi-level R&D system, with a strong focus on product design and technology reserves for future market trends[21]. - The company continues to invest in R&D, talent development, and quality services to solidify its operational foundation and competitive advantages in the integrated circuit design sector[20]. - R&D investment during the reporting period was approximately RMB 588 million, accounting for 32.74% of the operating revenue[38]. Product Performance - The company maintained a strong product line, particularly in FPGA and non-volatile memory products, contributing to revenue growth[5]. - The sales revenue of the storage product line reached approximately RMB 588 million, an increase from RMB 487 million in 2022, reflecting a growth despite industry downturns[11]. - The FPGA product line achieved sales revenue of approximately RMB 586 million, up from RMB 378 million in 2022, showcasing strong market demand and technological advancements[14]. - The smart meter product line generated sales revenue of approximately RMB 113 million, down from RMB 276 million in 2022, indicating a need for strategic adjustments in this segment[12]. Market and Industry Trends - The semiconductor industry is currently in a downward cycle, but signs of recovery are emerging, particularly in high-end manufacturing and technology applications[7]. - The company is actively expanding its product applications in new areas, including anti-counterfeiting and automotive electronics, which have gained customer recognition[9]. - The company is actively developing high-performance industrial and automotive-grade products, enhancing its competitive edge in the storage product sector[16]. Cash Flow and Financing - Cash flow from operating activities showed a significant decline, with a net outflow of RMB 109,043.92 million compared to a net inflow of RMB 32,910.72 million in the previous year[40]. - The company raised a total of RMB 540 million from a public offering, with a net amount of RMB 507.6 million available for investment in integrated circuit testing and R&D projects[46]. - The company’s cash and cash equivalents decreased by 33.86% to RMB 78,757.69 million from RMB 119,082.83 million at the end of 2022[43]. Risk Factors - The company faces risks related to the slowdown in the integrated circuit industry and potential impacts from international trade environments[30][31]. - The company assesses credit risk on each balance sheet date, considering quantitative and qualitative analyses, external credit ratings, and forward-looking information[172]. - Significant increase in credit risk is determined by factors such as a rise in default probability exceeding a certain percentage and adverse changes in the debtor's financial condition[172]. Corporate Governance and Compliance - The financial statements have been prepared based on the going concern assumption, indicating no significant doubts about the company's ability to continue operations for the next 12 months[69]. - The company has implemented specific accounting policies and estimates tailored to its operational characteristics, particularly in areas such as financial instrument impairment and revenue recognition[70]. - The company holds a high-tech enterprise certificate valid for three years, allowing it to pay corporate income tax at a reduced rate of 15%[75].

Financial Performance - The company reported a significant increase in revenue for the first half of 2023, achieving a total of 1.2 billion CNY, representing a year-on-year growth of 25%[1]. - The company's operating revenue for the first half of 2023 was CNY 179,622.93 million, representing a 5.52% increase compared to CNY 170,233.34 million in the same period last year[17]. - The net profit attributable to shareholders for the first half of 2023 was CNY 44,927.08 million, a decrease of 15.32% from CNY 53,053.15 million year-on-year[17]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was CNY 41,499.14 million, down 20.03% from CNY 51,894.80 million in the previous year[17]. - The basic earnings per share for the first half of 2023 was CNY 0.55, a decrease of 15.38% from CNY 0.65 in the same period last year[18]. - The comprehensive gross profit margin increased by 2.10 percentage points year-on-year, with gross profit rising by 98.86 million yuan compared to the same period last year[19]. - The company achieved a revenue of 458,025.68 million RMB, with a gross profit of 58,814.38 million RMB, and a net profit of 180,538.97 million RMB for the first half of 2023[36]. - The total operating revenue for the first half of 2023 was CNY 1,796,229,282.46, an increase from CNY 1,702,333,354.86 in the same period of 2022, representing a growth of approximately 5.5%[102]. Research and Development - The company is investing in R&D, allocating 15% of its revenue to develop new technologies and enhance existing product lines[1]. - The research and development expenditure accounted for 32.74% of operating revenue, an increase of 9.32 percentage points compared to 23.42% in the previous year[18]. - Research and development investment for the first half of the year was approximately 588 million yuan, an increase of 47.54% year-on-year[19]. - The number of R&D personnel increased to 964, accounting for 53.59% of the total workforce, with an average salary of 34,000 RMB, up from 31,270 RMB in the previous year[37]. - The company has received 12 new invention patents and 1 utility model patent during the reporting period, increasing its total to 233 invention patents[27]. - The company is focusing on enhancing its testing capabilities for high-end chip products, particularly in the fields of 5G communication, artificial intelligence, and the Internet of Things[34]. Market Expansion and Product Development - User data indicates a growing customer base, with active users increasing by 15% to reach 500,000 by the end of June 2023[1]. - New product launches are expected to contribute to growth, with two major products set to be released in Q3 2023, targeting a market share increase of 10%[1]. - Market expansion plans include entering two new international markets by the end of 2023, aiming for a 5% increase in overall market share[1]. - The company is actively expanding new application areas for its security and identification products, gaining customer recognition for new products such as ultra-high frequency EPC tags and anti-counterfeiting security chips[22]. - The company launched multiple new products in the smart meter and automotive sectors, preparing for industry recovery[23]. - The company is developing new products including a next-generation smart meter chip based on 55nm embedded flash technology, which has completed sample testing and is preparing for reliability assessment[34]. Financial Health and Risks - The company has maintained a strong balance sheet, with a current ratio of 2.5, indicating good short-term financial health[1]. - The net cash flow from operating activities was negative at CNY -109,043.92 million, compared to CNY 32,910.72 million in the same period last year[17]. - The company is facing risks related to the slowdown in the integrated circuit industry, which could adversely affect its performance[43]. - The company has a high concentration of suppliers, which poses risks related to raw material price fluctuations and supply chain stability[43]. - Cash and cash equivalents decreased by 33.86% to 78,757.69 million RMB, accounting for 10.04% of total assets[47]. - Accounts receivable increased by 73.88% to 126,965.82 million RMB, representing 16.19% of total assets due to longer collection cycles from high-reliability customers[47]. Corporate Governance and Compliance - No significant non-operational fund occupation by controlling shareholders has been reported, ensuring financial integrity[1]. - The company has committed to ensuring independence in assets, business, personnel, finance, and organization from its controlling shareholders[73]. - The company has not reported any major related party transactions that are not related to daily operations during the reporting period[74]. - The company confirms that there are no significant doubts regarding its ability to continue as a going concern for the next 12 months[129]. - The company has not faced any penalties or corrective actions related to legal violations by its directors, supervisors, senior management, or controlling shareholders during the reporting period[74]. Environmental Responsibility - The company is committed to fulfilling its environmental responsibilities and has established mechanisms for environmental protection[61]. - The company adopted energy-saving modifications in production processes, resulting in a reduction of carbon emissions by 31.46 tons[63]. - The company invested RMB 510,800 in environmental protection during the reporting period[61]. Shareholder Information - The company held its 2022 Annual General Meeting on June 2, 2023, where all proposed resolutions were approved, including the financial settlement report for 2022[57]. - The company did not distribute profits or increase capital reserves for the 2022 fiscal year[59]. - The company has a lock-up period for shares held by major shareholders, lasting 36 months from the date of listing, with specific conditions for share transfers[65]. - The company will actively cooperate with the issuer's announcement and information disclosure when reducing its holdings[67].

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 使用暂时闲置募集资金进行现金管理的核查意见 中信建投证券股份有限公司（以下简称"中信建投"或"保荐机构"）作为 上海复旦微电子集团股份有限公司（以下简称"复旦微电"或"公司"）首次公 开发行股票并在科创板上市的保荐机构及持续督导机构，根据《证券发行上市保 荐业务管理办法》《上海证券交易所科创板股票上市规则》《上市公司监管指引第 2 号——上市公司募集资金管理和使用的监管要求》《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》等相关规定和要求，对复旦微电本次 使用暂时闲置募集资金进行现金管理事项进行了审慎核查，核查情况如下： 一、本次募集资金基本情况 根据中国证券监督管理委员会于 2021 年 6 月 1 日出具的《关于同意上海复 旦微电子集团股份有限公司首次公开发行股票注册的批复》（证监许可〔2021〕 1874 号），同意公司首次公开发行股票的注册申请。公司本次向社会公开发行人 民币普通股 12,000.00 万股，每股发行价格为人民币 6.23 元，募集资金总额为人 民币 74,760.00 万元；扣除发行费用后实际募集资金净 ...