Shengmei Semiconductor Equipment (Shanghai) Co., Ltd

2024 Annual Continuous Supervision On-site Inspection Report

Shanghai Stock Exchange:

With the approval of the China Securities Regulatory Commission on the approval of the registration of the initial public offering of shares of Shengmei Semiconductor Equipment (Shanghai) Co., Ltd. (Zheng Jian Xu Xu [2021] No. 2689), Shengmei Semiconductor Equipment (Shanghai) Co., Ltd. (hereinafter referred to as "Shengmei Shanghai", "listed company", "company" or

The "Issuer") made an initial public offering of 43,355,753 A shares, par value of RMB1 per share, per share

The price is RMB 85.00, and the total amount of funds raised is RMB 368,523.90 million, after deducting the issuance expenses,

The actual net amount of funds raised was RMB348,125.85 million. The offering of securities was made in November 2021

Listed on the Shanghai Stock Exchange on the 18th. Haitong Securities Co., Ltd. (hereinafter referred to as the "Sponsor")

or "Haitong Securities") acted as its sponsor for continuous supervision until 18 November 2021

Until December 31, 2024.

In accordance with the Administrative Measures for the Sponsorship Business of Securities Issuance and Listing, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Self-Regulatory Guidelines for Listed Companies on the Shanghai Stock Exchange No. 11 - Continuous Supervision, and the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation

Requirements, Haitong Securities as a continuous supervision sponsor, from February 18, 2025 to February 21, 2025

The company conducted an on-site inspection of the company's 2024 annual (hereinafter referred to as the "continuous supervision period") related matters, and the situation of this on-site inspection is now reported as follows:

1. The basic situation of this on-site inspection

(1) Sponsors

Haitong Securities Co., Ltd

(2) Sponsor representatives

Zhang Bowen, Li Ling

(3) On-site inspection time

February 18, 2025 to February 21, 2025

(4) On-site inspection personnel

Li Ling, Wang Laizhu, Xi Hua, Guo Yitao

(5) On-site inspection methods

1. Interview and communicate with relevant directors, supervisors, senior managers and relevant personnel of the company;

2. Check the company's production and operation sites;

3. Check the documents of the three meetings held during the continuous supervision of the company;

4. Check the company's regular reports, temporary announcements and other information disclosure documents during the continuous supervision period;

5. Check the bank statement of the company's special account for raising funds, major contracts and vouchers related to the use of raised funds;

6. Check the company's internal control system documents;

7. Check the relevant information of related party transactions, external guarantees and major foreign investments of the company during the period of continuous supervision;

8. Inspect the commitments and fulfillments made by the company and its directors, supervisors and senior executives.

2. Opinions on on-site inspection items item by item

(1) Corporate governance and internal control

The sponsor reviewed the company's articles of association, the rules of procedure of the board of directors, the board of supervisors, the general meeting of shareholders and other internal control systems, the meeting documents of the general meeting of shareholders, the board of directors, the board of supervisors and special committees during the continuous supervision period, and interviewed and communicated with the relevant directors, supervisors, senior management and relevant personnel of the company.

After verification, the sponsor believes that as of the date of issuance of this report, the company has established a standardized corporate governance structure that meets the requirements of listed companies in accordance with the requirements of laws, regulations and normative documents such as the Company Law and the Securities Law, and the Articles of Association, the Rules of Procedure of the General Meeting of Shareholders, the Rules of Procedure of the Board of Directors and the Rules of Procedure of the Board of Supervisors can be effectively implemented, and the directors, supervisors and senior managers of the Company shall perform their duties in accordance with the relevant laws and regulations and the business rules of the Shanghai Stock Exchange. The corporate governance mechanism has worked effectively; In-house organization

The setting and distribution of rights and responsibilities are reasonable, and the business authority scope, approval procedures, and corresponding responsibilities of each department and post are clearly and compliant, and can be effectively implemented; The company has established an internal audit system, the internal audit department and the audit committee of the board of directors constitute and perform their duties in compliance, and the company's internal control system has been effectively implemented; The convening, convening and voting procedures of the three meetings of the company during the continuous supervision period are legal and compliant, the meeting records are complete, the meeting materials are well preserved, and the meeting resolutions are signed and confirmed by the directors or supervisors attending the meeting.

(2) Information disclosure

The sponsor reviewed the company's information disclosure system, the company's disclosed announcements and relevant materials during the continuous supervision period, and interviewed and communicated with the company's relevant directors, supervisors, senior management and relevant personnel.

After verification, the sponsor believes that as of the date of issuance of this report, the company has formulated a complete information disclosure system, which complies with the relevant laws and regulations such as the Administrative Measures for Information Disclosure of Listed Companies and the Listing Rules of the Science and Technology Innovation Board of the Shanghai Stock Exchange, and the company has fulfilled the necessary information disclosure obligations, and there are no false records, misleading statements and major omissions in information disclosure.

(3) The independence of the company and the capital transactions with the controlling shareholder, actual controller and other related parties

The sponsor reviewed the articles of association, related party transaction management system and other relevant system documents, the documents and announcements of the three meetings during the continuous supervision period, reviewed the relevant information of the company's transactions and transactions with related parties, and interviewed and communicated with the company's relevant directors, supervisors, senior management and relevant personnel.

After verification, the sponsor believes that as of the date of issuance of this report, the company's assets are complete, the personnel, finance, institutions and business independence are good, and there is no illegal occupation of the company's funds by the controlling shareholder, actual controller and other related parties.

(4) The use of raised funds

The sponsor shall consult the company's fund-raising management system and other relevant system documents, the documents and announcements of the three meetings related to the use of the raised funds during the continuous supervision period, the bank statements of the special account for the raised funds, the major contracts and vouchers related to the use of the raised funds, and interview and communicate with the relevant directors, supervisors, senior managers and relevant personnel of the company.

After verification, the sponsor believes that as of the date of issuance of this report, the company has established a management system for raised funds, and can deposit and use the raised funds in accordance with the provisions of the system, and the company has fulfilled the use of raised funds in accordance with the regulations

Relevant decision-making procedures and information disclosure, and there is no illegal use of raised funds.

(5) Related party transactions, external guarantees, and major foreign investments

The sponsor reviewed the company's articles of association, related party transactions, external guarantees, foreign investment and other internal control systems, as well as the company's internal decision-making documents, major contracts and announcements related to related party transactions, external guarantees and major foreign investments during the period of continuous supervision, and interviewed and communicated with the company's relevant directors, supervisors, senior management and relevant personnel.

After verification, the sponsor believes that as of the date of issuance of this report, the company has not had any illegal related party transactions, external guarantees and major foreign investments during the period of continuous supervision.

(6) Business conditions

The sponsor reviewed the company's financial reports and related financial and business information, as well as the financial reports of listed companies in the same industry, and interviewed and communicated with the company's relevant directors, supervisors, senior managers and relevant personnel.

After verification, the sponsor believes that as of the date of issuance of this report, the company's business is operating normally, and there have been no major adverse changes in the business model of the main business. The market prospects of the company's main business and the operating environment of the industry have not undergone major adverse changes.

(7) Other matters that the sponsor deems necessary to be inspected on site

Not.

3. Matters and suggestions for the attention of listed companies

Not.

4. Whether there are any matters that should be reported to the China Securities Regulatory Commission and the Shanghai Stock Exchange in the Administrative Measures for the Sponsorship Business of Securities Issuance and Listing and the relevant regulations of the Shanghai Stock Exchange

During the period of continuous supervision, the Company did not have any matters that should be reported to the China Securities Regulatory Commission and the Shanghai Stock Exchange in the Administrative Measures for the Sponsorship Business of Securities Issuance and Listing and the relevant regulations of the Shanghai Stock Exchange.

5. Cooperation of listed companies and other intermediaries

During the on-site inspection of the sponsor institution, the company and other intermediaries gave active cooperation and provided necessary support for the on-site inspection.

6. The conclusion of this on-site inspection

After on-site inspection, the sponsor believes that during the period of continuous supervision, the operation of SEM Shanghai in important aspects such as corporate governance, internal control system, operation of the three committees, information disclosure, independence, use of raised funds, related party transactions, external guarantees, major foreign investment, investor protection and other important aspects is in accordance with the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Self-Regulatory Guidelines for Listed Companies on the Shanghai Stock Exchange No. 11 - Continuous Supervision, and the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operationand other requirements.

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(There is no text on this page, it is the signed and stamped page of the "Haitong Securities Co., Ltd. on the 2024 Continuous Supervision and On-site Inspection Report of Shengmei Semiconductor Equipment (Shanghai) Co., Ltd.")

Signature of the Sponsor Representative:

Zhang Bowen and Li Ling

Haitong Securities Co., Ltd

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