证券代码：688126 证券简称：沪硅产业 公告编号：2024-018 上海硅产业集团股份有限公司 关于注销部分股票期权的公告 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。 上海硅产业集团股份有限公司（以下简称"公司"）于 2024 年 4 月 26 日召 开第二届董事会第十八次会议、第二届监事会第十次会议，审议通过了《关于注 销部分股票期权的议案》，对已放弃第三个行权期行权的 4,053,132 份股票期权予 以注销。 一、公司股票期权激励计划概况 （一）公司股票期权授予已履行的决策程序和信息披露情况 2019 年，公司制定并实施《上海硅产业集团股份有限公司股票期权激励计 划》（以下简称《激励计划》），合计向 267 名激励对象授予 9,506.34 万份股票期 权，行权价格为每股 3.4536 元，授予日为 2019 年 4 月 21 日，有效期 5 年，自 股东大会审议批准本计划并确定授予日之日起计算。 2019 年 4 月 10 日召开了第一届董事会第四次会议、第一届监事会第二次会 议，并于 4 月 21 日召开 ...

国浩律师（上海）事务所 关于 上海硅产业集团股份有限公司注销部分股票期权 相关事项 之 法律意见书 北京 上海 深圳 杭州 广州 昆明 天津 成都 宁波 福州 西安 南京 南宁 济南 香港 巴黎 马德里 硅谷 BEIJING SHANGHAI SHENZHEN HANGZHOU GUANGZHOU KUNMING TIANJIN CHENGDU NINGBO FUZHOU XI'AN NANJING NANNING JINAN H O N G PARIS MADRID S I L I C O N KONG V A L L E Y 中国上海市北京西路 968 号嘉地中心 23-25、27 层 邮编：200041 23-25、27/F, Garden Square, 968 West Beijing Road, Shanghai 200041, China 电话/Tel: +86 21 52341668 传真/Fax: +86 21 52341670 网址/Website:http://www.grandall.com.cn 1 国浩律师（上海）事务所 关于 上海硅产业集团股份有限公司注销部分股票期权相关事项 之 ...

电子 | 证券研究报告 — 调整盈利预测 2024年4月21日 688126.SH 沪硅产业-U 增持 收入业绩短期承压，产能扩建稳步推进 原评级：增持 市场价格:人民币 12.87 公司发布2023年年报，全年营业收入同减11.39%至31.90亿元，归母净利润同减42.61% 至1.87亿元，扣非归母净利润-1.66亿元，去年同期为1.15亿元。四季度单季度实现营业收 板块评级:强于大市 入8.00亿元，同比减少20.32%；归母净利润-0.26亿元，同比转亏。公司收入业绩短期承 压，但产能扩张持续推进，新品储备不断增加，未来随行业回暖，规模优势有望凸显，维持 增持评级。 股价表现 支撑评级的要点 3% ◼ 半导体行业需求短期疲软，2023 年营收下滑。2023 年全球电子终端市场需求疲 软，根据Gartner数据，2023年全球半导体行业收入同比下降11.1%，其中DRAM (7%) 和NAND存储业务的销售额分别同比下降38.5%和37.5%。受行业景气度下行影 (18%) 响，公司2023年全年营收同比下滑11.39%至31.90亿元。分产品来看，公司200mm (28%) 及以下半导体硅片销量同比 ...

Financial Performance - In 2023, the company achieved an operating revenue of 3.19 billion yuan, a year-on-year decrease of 11% [2] - The decline in revenue, combined with significant upfront investments and fixed costs from ongoing capacity expansion, severely impacted profit metrics in 2023 [2] Production Capacity - The company maintained stable production and shipment from its first-phase 300,000 pieces/month production line, with cumulative shipments exceeding 10 million pieces by the end of 2023 [2] - By the end of 2023, the total capacity for 300mm semiconductor wafers reached 450,000 pieces/month, with plans to increase to 600,000 pieces/month by the end of 2024 [2][3] Strategic Developments - In December 2023, the company signed a cooperation agreement with Taiyuan City to invest in a 300mm semiconductor wafer production base, aiming to enhance capacity and technical capabilities [3] - The company is actively expanding its product range and market share to solidify its leading position in the domestic market [3] Market Conditions - The semiconductor industry is currently experiencing cyclical adjustments, but long-term growth is expected due to rapid developments in sectors like new energy vehicles, big data, and artificial intelligence [4] - The market shows signs of stabilization, particularly in the 12-inch product segment, although the 8-inch product recovery requires further observation [5][7] Customer Demand and Inventory - Current market conditions indicate a stabilization in demand, especially for 12-inch products, while 8-inch products are still in the inventory digestion phase [5] - The logic sector is witnessing increased demand, while the storage sector remains relatively stable [5] R&D and Product Development - The company is focusing on developing new products, including IGBT products, tailored to different customer needs and application scenarios [7][9] - Ongoing research and development efforts are aimed at enhancing the company's product offerings and meeting diverse customer demands [5][9]

Investment Rating - The investment rating for the company is "Accumulate" [4] Core Views - The company experienced an 11% decrease in revenue in 2023, with total revenue reaching 3.19 billion yuan, and a significant drop in net profit by 42.61% to 187 million yuan [1][2] - The company's 300mm semiconductor wafer production capacity has reached 450,000 pieces per month, with full production achieved in December 2023 [1] - The company is expanding its production capacity and aims to reach 600,000 pieces per month by the end of 2024 [1] - The company has signed a cooperation agreement to invest 9.1 billion yuan in a new production base for 300mm semiconductor wafers in Taiyuan [1] - The company is also expanding its 200mm specialty wafer production, with a total capacity exceeding 500,000 pieces per month [1] Financial Summary - In 2023, the company's revenue was 3.19 billion yuan, down 11.39% year-on-year, with a gross margin decrease of 6.3 percentage points to 16.46% [1][2] - The net profit for 2023 was 187 million yuan, a decrease of 42.61% year-on-year, and the non-recurring net profit was -166 million yuan, down 244% [1][2] - The company forecasts a net profit of 302 million yuan in 2024, 398 million yuan in 2025, and 489 million yuan in 2026 [2][15] - The price-to-earnings (PE) ratios for 2024, 2025, and 2026 are projected to be 116x, 88x, and 72x respectively [1][2] Production Capacity and Expansion - The company has achieved full production output for its 300mm semiconductor wafers in December 2023, with a historical cumulative shipment of nearly 10 million pieces [1] - The company is also advancing its 200mm specialty wafer expansion project to strengthen its market position in high-end segments [1] - The company has established a trial production line for high-end silicon-based materials with a capacity of approximately 60,000 pieces per year [1]

Dividend Distribution - The company plans to distribute a cash dividend of RMB 0.40 per 10 shares, totaling RMB 109,887,087.44, which represents 59% of the net profit attributable to shareholders in 2023[4] - The company's 2023 annual profit distribution plan is to distribute a cash dividend of RMB 0.40 per share (tax included) to all shareholders, with a total cash dividend of RMB 109,887,087.44 (tax included), accounting for 59% of the net profit attributable to the parent company in 2023[135] - Cash dividend amount (including tax) is RMB 109,887,087.44, accounting for 59% of the net profit attributable to ordinary shareholders of the listed company[138] Financial Performance - Revenue for 2023 decreased by 11.39% to RMB 31.9 billion compared to 2022[20] - Net profit attributable to shareholders dropped by 42.61% to RMB 186.54 million in 2023[20] - Net cash flow from operating activities turned negative at RMB -2.75 billion in 2023, a 159.88% decrease from 2022[20] - Basic earnings per share declined by 43.8% to RMB 0.068 in 2023[21] - Weighted average return on equity decreased by 1.02 percentage points to 1.27% in 2023[21] - Revenue for the reporting period was 3,190.30 million yuan, a decrease of 11.39% year-on-year, primarily due to the impact of the overall economic environment and the semiconductor market downturn cycle[58] - Net profit attributable to ordinary shareholders of the listed company is RMB 186,542,762.23[138] R&D and Innovation - R&D investment as a percentage of revenue increased to 6.96% in 2023, up by 1.09 percentage points from 2022[21] - The company maintained a focus on capacity expansion and new product R&D despite market challenges[21] - The company's R&D expenses increased to 222.1241 million yuan in 2023, accounting for 6.96% of total revenue[31] - Total R&D investment for the year reached 2.221 billion yuan, a 5.03% increase from the previous year, with R&D investment accounting for 6.96% of total revenue, an increase of 1.09 percentage points[42] - The company applied for 100 invention patents and obtained 34 invention patent authorizations during the reporting period, with a total of 606 invention patents and 101 utility model patents by the end of the period[40][41] - The company holds 832 authorized patents, including 606 invention patents, and has undertaken 7 national "02 special projects"[48] Semiconductor Market and Production - Global semiconductor market revenue decreased by 11.1% in 2023, with DRAM and NAND sales dropping by 38.5% and 37.5% respectively[30] - The company's 300mm semiconductor wafer capacity reached 450,000 wafers/month by the end of 2023, with a target to reach 600,000 wafers/month by the end of 2024[30] - The company's subsidiary Shanghai Xinsheng achieved a cumulative shipment of nearly 10 million 300mm semiconductor wafers[30] - The company plans to invest 9.1 billion yuan in a new 300mm semiconductor wafer production base in Taiyuan, expected to complete pilot line construction in 2024[30] - The company's 300mm semiconductor wafer production capacity reached 450,000 wafers/month by the end of the reporting period, with an additional 150,000 wafers/month added through the Shanghai XinSheng project, aiming for 600,000 wafers/month by 2024[32] - The combined production capacity of 200mm and below polished and epitaxial wafers at subsidiaries XinAo Technology and Okmetic exceeds 500,000 wafers/month[32] - The combined production capacity of 200mm and below SOI wafers at subsidiaries XinAo Technology and Okmetic exceeds 65,000 wafers/month[32] Corporate Governance - The company has no special arrangements in corporate governance and no non-operational fund occupation by controlling shareholders or related parties[5][6] - The company's governance structure includes a board of 9 directors, with 3 independent directors, and a supervisory board of 3 members, ensuring compliance with legal and regulatory requirements[101] - The company has established various governance rules and systems, including shareholder meeting rules, board meeting rules, and independent director work systems, to ensure standardized operations[101] - The company held its first temporary shareholders' meeting on January 17, 2023, with all proposals approved and no rejected motions[103] - The company's annual shareholders' meeting on June 20, 2023, also saw all proposals approved without any rejections[103] Subsidiaries and Investments - The company's subsidiary New Silicon Polymer completed a 296 million yuan capital increase, with the company holding 50.13% of the shares[31] - The company's subsidiary Okmetic is focusing on the niche market of high-end analog chips and advanced sensor wafers, with new expansion projects initiated to strengthen its position in the 200mm high-end wafer market[99] - The company's subsidiary Simgui will continue to produce SOI wafers for RF front-end chips, power devices, sensors, and silicon photonic devices, with plans to establish supply capabilities to meet market demand[99] - The company invested 14,457.58 million RMB in strategic placements for IPOs of key suppliers and customers[83] - The company invested 14,500 million RMB in its subsidiary New Silicon Polymer to expand production lines and improve financial structure[83] - The company invested 8,100 million RMB in its subsidiary Tuo Silicon Semiconductor to support strategic development and industry chain expansion[83] - The company invested 12,500 million RMB in Shanghai Integrated Circuit Materials Research Institute to accelerate R&D platform construction[84] Environmental and Social Responsibility - The company invested RMB 53,626,300 in environmental protection during the reporting period[149] - Subsidiaries XinAo Technology and Shanghai XinSheng were listed as key pollutant discharge units by the Shanghai Municipal Bureau of Ecology and Environment[149] - The company's subsidiary, Shanghai Xinxin, reported that all wastewater and exhaust gas emissions met the standards, with key pollutants such as chemical oxygen demand (COD) at 86 mg/L and ammonia nitrogen at 25.6 mg/L, all within permissible limits[150] - The company's subsidiary, Xin'ao Technology, also reported compliance with emission standards, with key pollutants like fluoride at 0.015 mg/L and nitrogen oxides at 3 mg/L, all within permissible limits[151] - The company's subsidiary, Xin'ao Technology, reported that all wastewater and exhaust gas emissions met the standards, with key pollutants such as chemical oxygen demand (COD) at 125.06 mg/L and ammonia nitrogen at 15 mg/L, all within permissible limits[152] - The company has established a comprehensive system for managing and preventing pollution, including procedures for wastewater, exhaust gas, noise, and waste management, ensuring compliance with environmental regulations[153] - The company ensures that all construction projects comply with environmental impact assessment reports and environmental protection acceptance approvals, adhering to the "three simultaneous" principle[154] - The company has developed a series of emergency response plans for potential environmental incidents, including ammonia and chlorine leaks, hazardous chemical accidents, and radiation incidents, and conducts regular drills[155] - The company conducts continuous online monitoring of key pollutants in wastewater, with data supervised by environmental authorities, ensuring compliance with national and local standards[156] - The company is actively reducing traditional energy consumption by promoting the use of solar photovoltaic clean energy and planning green electricity purchase projects, while also focusing on waste heat and water recycling[157] - The company has reduced greenhouse gas emissions by over 12,000 tCO2e through the use of photovoltaic roofs and green electricity, and by advancing energy-saving technical transformation projects[158] - Total electricity consumption by domestic subsidiaries was approximately 280 million kWh, water consumption was approximately 2.88 million tons, and natural gas consumption was approximately 350,000 cubic meters[159] - The company reduced CO2 emissions by 12,534 tons through energy-saving projects, heat recovery systems, and solar energy initiatives[162] - The company implemented a wastewater recycling system, significantly improving water resource reuse and achieving notable water-saving results[164] - The company donated 20,000 RMB to the "Blue Sky Benevolence" charity project and organized employee blood donation activities[166][167] Market and Industry Trends - Global semiconductor silicon wafer (excluding SOI) sales grew from $7.209 billion in 2016 to $12.129 billion in 2023, with a CAGR of 7.72%[34] - China's semiconductor silicon wafer sales grew from $500 million in 2016 to $1.732 billion in 2023, with a CAGR of 19.43%, higher than the global average[34] - Global SOI wafer market sales grew from $441 million in 2016 to $1.694 billion in 2023, with a CAGR of 21.20%[34] - The global semiconductor market size in 2023 was $526.9 billion, a decrease of 8.22% year-on-year[34] - Global semiconductor silicon wafer (excluding SOI) shipment area in 2023 was 12,602 million square inches, a decrease of 14.35% year-on-year[34] - From 2023 to 2025, 82 new wafer fabs are expected to be operational globally, including 44 projects in 2024 and 25 projects in 2025[34] - The top five global silicon wafer manufacturers, including Shin-Etsu, SUMCO, GlobalWafers, Siltronic, and SK Siltron, hold nearly 90% of the market share[35] - The global semiconductor industry is shifting towards China, driven by the largest semiconductor terminal product consumer market[96] Strategic Development - The company aims to become a "one-stop" silicon material service provider, focusing on 300mm semiconductor wafers and SOI wafers[97] - The company's development strategy includes self-development innovation, external cooperation and mergers, and building an ecosystem[98] - The company plans to expand the production capacity of 300mm semiconductor wafers through its subsidiary Shanghai Xinsheng, aiming to cover all sizes and categories of semiconductor wafers, thereby reducing unit costs and improving product quality[99] - The company will accelerate product certification processes to meet the needs of domestic chip manufacturers, while also monitoring global chip production line plans to expand market opportunities[99] - The company emphasizes talent acquisition and development, with plans to introduce global high-end talent, optimize talent structure, and implement equity or option incentives for core personnel[99] - The company will consider mergers and acquisitions of high-quality assets to enhance production capabilities, market share, and revenue sources, while reducing costs and expanding the talent pool[99] Financial and Operational Risks - The company faces risks of performance decline due to potential macroeconomic downturns, international trade conflicts, and semiconductor industry trends[50] - The company faces risks from potential changes in tax incentives, as its subsidiaries enjoy a preferential tax rate of 15%[54] - The semiconductor silicon wafer industry is highly competitive, with the company facing dual competition from international leaders and new domestic entrants[56] - The company's goodwill balance as of December 31, 2023, was 1,117.09 million yuan, with no impairment recorded during the reporting period[54] - Foreign assets accounted for 24.39% of total assets, with overseas sales contributing 41.44% of total sales, highlighting significant exposure to currency fluctuations[54] - Inventory totaled 1,552.55 million yuan, with an inventory impairment provision of 103.54 million yuan, representing 6.67% of total inventory[54] Employee and Management - The company's total number of employees is 2,377, with 1,352 production personnel, 80 sales personnel, 672 technical personnel, 34 financial personnel, 86 administrative personnel, and 153 management personnel[131] - The company's total number of employees includes 44 with a doctoral degree, 226 with a master's degree, 581 with a bachelor's degree, 487 with an associate degree, and 1,039 with a high school diploma or below[131] - The company's management team implements an annual salary system, with compensation linked to annual performance targets[132] - The company's training plan focuses on skill training for front-line employees and comprehensive ability training for middle and senior employees[133] - The total number of shares held by executives and directors increased by 4,870,668 shares during the year[108] - Total compensation for directors, supervisors, and senior management at the end of the reporting period was RMB 3,495.17 million[118] - Total compensation for core technical personnel at the end of the reporting period was RMB 1,249.67 million[118] - The company's board of directors held multiple meetings to discuss and approve management team performance and compensation adjustments for 2023[118] - Key personnel changes included the departure of Vice Chairman Fan Xiaoning in March 2023 and Director Hao Yiyang in October 2023, both for personal reasons[119] Investor Relations and Information Disclosure - The company held 3 performance briefings in 2022 and 2023, including the 2022 annual and 2023 Q1 performance briefing, 2023 semi-annual performance briefing, and 2023 Q3 performance briefing[177] - The company has established an investor relations management team and implemented a two-way communication mechanism with investors[177] - The company has formulated an "Information Disclosure Management System" and other related systems to ensure the authenticity, accuracy, completeness, timeliness, and fairness of information disclosure[178] - The company has established a cross-departmental intellectual property working group and formulated internal systems such as the "Intellectual Property Management Measures" and "Patent Management Measures"[179] - The company has formulated internal management systems to regulate information communication behavior between the company and investors, and to improve the channels and methods for institutional investors to participate in corporate governance[181] Legal and Regulatory Compliance - The company has no non-operational fund occupation by controlling shareholders or other related parties during the reporting period[199] - The company has no illegal guarantee situations during the reporting period[199] - The company's board of directors has no explanation for the "non-standard opinion audit report" from the accounting firm[200] - The company has analyzed and explained the reasons and impacts of changes in accounting policies and estimates, with details available in the "Tenth Section Financial Report"[200] Shareholder Commitments and Stock Options - The company's actual controllers, shareholders, and related parties have made commitments regarding share lock-up, with a lock-up period of 36 months from the date of listing[184] - The company's major shareholders have committed to standardizing and minimizing related-party transactions, ensuring fair pricing, and avoiding actions that harm the interests of the company and its shareholders[186] - The company's major shareholders have committed to not engaging in or acquiring businesses that compete with the company's main business, avoiding significant adverse impacts on the company's operations[186] - The company's stock has a lock-up period of 36 months post-listing, during which major shareholders, including Guosheng Group and Industrial Investment Fund, cannot sell their shares[188] - After the lock-up period, Guosheng Group and Industrial Investment Fund can sell up to 2% of the company's total shares annually in the 4th and 5th years post-listing[188] - The company is committed to repurchasing shares if the stock price falls below the net asset value per share for 20 consecutive trading days within three years of listing[188] - Directors and senior management are required to increase their shareholdings if the stock price remains below the net asset value per share after the company initiates price stabilization measures[190] - The company guarantees the accuracy and completeness of its IPO prospectus and will repurchase all newly issued shares if there are any false statements or omissions[190] - Guosheng Group and Industrial Investment Fund have pledged to compensate investors for any losses due to false statements in the IPO prospectus[191] - Directors, supervisors, and senior management are individually and jointly liable for the accuracy of the IPO prospectus and will compensate investors for any losses[191] - The company has established measures to address any failure to fulfill public commitments, including public apologies and compensation for investor losses[191] - The company implemented a stock option incentive plan with 95,063,400 shares, accounting for 5.87% of the total shares, and involved 267 incentive objects, accounting for 16.88% of the total employees[139] - During the reporting period, 19,571,661 stock options were eligible for vesting/exercise/unlocking, and 15,518,529 were actually vested/exercised/unlocked[140] - The company confirmed RMB 3,675,854.94 in share-based payment expenses related to the stock option incentive plan[141] - 167 employees exercised stock options, holding a total of 26,878,787 shares, accounting for 0.98% of the total share capital[170][171] Future Plans and Commitments - The company plans to implement a profit distribution policy based on the "Three-Year Shareholder Dividend Return Plan" passed at the second extraordinary general meeting in 2019, aiming to enhance investor returns[194] - The company will accelerate the implementation of fundraising projects to improve comprehensive competitiveness and profitability, with strict management of raised funds to ensure expected returns[196] - The company has committed to enhancing operational capabilities and expanding business scale post-IPO to mitigate the risk of short-term declines in earnings per share and return on equity[194] - The company will refine its profit distribution policy and strengthen investor return mechanisms, ensuring compliance with regulatory requirements and optimizing investment returns[196] - Directors and senior management have pledged to fulfill their duties diligently, ensuring the company's interests and aligning compensation with the execution of measures to fill diluted immediate returns[196] - The company's directors, supervisors, and senior management have committed to ensuring the accuracy and completeness of the prospectus content, with no false records or misleading statements, and will bear corresponding legal responsibilities[198] - The company's directors, supervisors, and senior management have made commitments to fulfill their duties faithfully and diligently, protect the interests of the company and all shareholders, and not to use company assets for unrelated investments or consumption activities[198] - The company's stock option incentive plan stipulates that shares obtained by incentive objects after the company's listing cannot be reduced within 3 years from the exercise date, and must follow the reduction regulations of directors, supervisors, and senior management after the prohibition period[198]

关于本报告 报告简介 本报告是上海硅产业集团股份有限公司（以下简称"沪硅产业""公司""我们"）发布的第 3 份《社 会责任报告》。报告本着客观、规范、透明和全面的原则，详细披露了 2023 年沪硅产业在环境保护、社会 责任、公司治理等领域的实践和绩效。 数据说明 本报告以沪硅产业为主体，涵盖沪硅产业及其全资子公司、控股子公司，除特别说明外，本报告范围 与本公司的财务报告合并报表范围保持一致。 编制依据 本报告主要根据《上海证券交易所科创板股票上市规则》《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》、中国社会科学院企业社会责任研究中心《中国企业社会责任报告指南 5.0 （CASS-ESG5.0）》、全球报告倡议组织《GRI Standard 2021》等报告指引或规则编制而成。 发布形式 您可以在上海证券交易所（http://www.sse.com.cn）、沪硅产业公司官网（www.nsig.com）等渠道 下载本报告电子文本。 本报告中所采用的信息与数据来自沪硅产业正式文件或统计数据，我们承诺本报告不存在任何虚假记 载或误导性陈述，并对报告内容的真实性、准确性和完整性负责。 词语释义 ...

上海硅产业集团股份有限公司 2023年度独立董事述职报告 本人作为上海硅产业集团股份有限公司（以下简称"公司"）独立董事， 2023年度严格按照《公司法》《证券法》《上海证券交易所科创板股票上市规 则》和《上市公司独立董事管理办法》等法律和法规，以及《公司章程》《独 立董事工作制度》等相关规定和要求，诚实、勤勉、独立地履行职责，积极出 席相关会议，认真审议董事会各项议案，对公司重大事项发表了独立意见，切 实维护公司和公众股东的合法权益，促进公司规范运作，充分发挥了独立董事 及各专门委员会的作用。现将本人2023年度履行独立董事职责的情况报告如下： 一、独立董事基本情况 张卫，电子工程博士后。1995 年 6 月至 2019 年 6 月历任复旦大学电子工程 系副教授、教授、微电子学系系主任、微电子学院副院长、微电子学院执行院 长，2019 年 7 月起任复旦大学微电子学院院长。2019 年 3 月 11 日起任公司独 立董事。 作为公司的独立董事，经自查，本人未在公司担任除独立董事以外的任何 职务，自身及直系亲属、主要社会关系均未在公司或其附属企业任职，也未在 公司主要股东单位担任任何职务，亦不存在为公司及其控 ...

上海硅产业集团股份有限公司 2023年度独立董事述职报告 本人作为上海硅产业集团股份有限公司（以下简称"公司"）独立董事， 2023年度严格按照《公司法》《证券法》《上海证券交易所科创板股票上市规 则》和《上市公司独立董事管理办法》等法律和法规，以及《公司章程》《独 立董事工作制度》等相关规定和要求，诚实、勤勉、独立地履行职责，积极出 席相关会议，认真审议董事会各项议案，对公司重大事项发表了独立意见，切 实维护公司和公众股东的合法权益，促进公司规范运作，充分发挥了独立董事 及各专门委员会的作用。现将本人2023年度履行独立董事职责的情况报告如下： 一、独立董事基本情况 张鸣，1983 年 7 月至 2010 年 9 月历任上海财经大学讲师、副教授、教授、 博士生导师、系主任和副院长。2019 年 3 月 11 日起任公司独立董事。 作为公司的独立董事，经自查，本人未在公司担任除独立董事以外的任何 职务，自身及直系亲属、主要社会关系均未在公司或其附属企业任职，也未在 公司主要股东单位担任任何职务，亦不存在为公司及其控股股东、实际控制人 或者其各自的附属企业提供财务、法律、咨询等服务的情形，不存在妨碍进行 独立客 ...

海通证券股份有限公司 关于上海硅产业集团股份有限公司 2023 年度募集资金存放与使用情况的核查意见 海通证券股份有限公司（以下简称"海通证券"或"保荐机构"）作为上海硅产 业集团股份有限公司（以下简称"沪硅产业"或"公司"）2021年度向特定对象发行 股票持续督导保荐机构，根据《证券发行上市保荐业务管理办法》《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 创板股票上市规则》《上海证券交易所上市公司自律监管指引第11号——持续督 导》《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》等有关 规定，对沪硅产业2023年度募集资金的存放和使用情况进行了核查，具体情况如 下： 一、募集资金基本情况 （一）实际募集资金金额、资金到账情况 根据中国证券监督管理委员会核发的《关于同意上海硅产业集团股份有限公 司向特定对象发行股票注册的批复》（证监许可[2021]3930 号），公司于 2022 年 2 月向特定对象发行股票 240,038,399 股，每股发行价 20.83 元人民币，股款以人 民币缴足，募集资金总额为人民币 4,999,999,851.17 元，扣除发 ...