China Securities Co., Ltd

About Shanghai Fudan Microelectronics Group Co., Ltd

Special verification report on the deposit and use of raised funds in 2024

China Securities Co., Ltd. (hereinafter referred to as "CSC Securities", "the Sponsor"), as the sponsor of the initial public offering of shares of Shanghai Fudan Microelectronics Group Co., Ltd. (hereinafter referred to as "Fudan Microelectronics" or "the Company") and its listing on the Science and Technology Innovation Board, 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, and the Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies. The deposit and actual use of the raised funds of Fudan Microelectronics in 2024 have been carefully verified, and the details are as follows:

First, the basic situation of the funds raised

(1) The amount of funds raised and the time when the funds will be received

With the approval of the Reply on Agreeing to the Registration of the Initial Public Offering of Shares of Shanghai Fudan Microelectronics Group Co., Ltd. (Zheng Jian Xu Xu [2021] No. 1874) issued by the China Securities Regulatory Commission on June 1, 2021, the Company made an initial public offering of A shares in China and was listed on the Science and Technology Innovation Board of the Shanghai Stock Exchange after the completion of the issuance. The company issued 12,000,000 RMB ordinary shares to the public, with a par value of RMB 0.10 per share, at an issue price of RMB 6.23 per share, raising a total of RMB 747,600,000.00, and the actual net amount of funds raised after deducting the issuance expenses excluding tax was RMB 680,282,781.80.

Verified by the "Capital Verification Report" issued by Tianjian Certified Public Accountants (Special General Partnership) [2021] No. 6-70, the above-mentioned raised funds have been remitted to the company on July 29, 2021 in China Everbright Bank Co., Ltd. Shanghai Branch (36510188001350286) and China Merchants Bank Co., Ltd. Shanghai Nanxi Branch

(021900241710710), CITIC Bank Co., Ltd. Shanghai Big Cypress Branch

(8110201013101347264) of the special account for raising funds.

(2) The use and balance of the raised funds

As of December 31, 2024, the balance of the raised funds was RMB19,281,145.66, of which the balance of the special account for raised funds was RMB19,281,145.66, and there were no cash-managed wealth management products. Raise funds to make

The balances and balances are as follows:

Unit: Yuan

As of December 31, 2023, the balance of raised funds (including cash management wealth management products) was 42,676,826.42

Less: 0.00 of the amount of expenditure for fundraising projects

Less: Permanent replenishment of liquidity 24,000,000.00

Add: The cumulative income of cash management wealth management products raised by funds is 430,500.00

Add: Accumulated interest income minus handling fee amount 173,819.24

As of December 31, 2024, the balance of raised funds (including cash management wealth management products) was 19,281,145.66

Second, the management of raised funds

In order to standardize the use and management of raised funds and protect the rights and interests of investors, the Company has formulated the Management System for Raised Funds (hereinafter referred to as the "Management System") in accordance with the provisions of relevant laws, regulations and normative documents such as the Guidelines for the Supervision of Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Raised Funds by Listed Companies of the China Securities Regulatory Commission, the Guidelines for the Application of the Self-Regulatory Rules for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation, and the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock ExchangeSpecific and clear provisions have been made on the storage, use, management, and supervision of the raised funds.

In accordance with the relevant regulations and the company's management system, the company has opened a special bank account for raising funds, and signed a tripartite supervision agreement with the bank and the sponsor. The tripartite regulatory agreement on the raised funds is as follows:

Serial Number Date of Signing Signatory Name of the Agreement

1 On July 20, 2021, the company, China Securities Co., Ltd., and the three parties of the special account for the storage of raised funds

China Credit Bank Co., Ltd. Shanghai Branch Note Regulatory Agreement

2 On July 20, 2021, the company, China Securities Co., Ltd., raised funds in a special account for the storage of three parties

Shanghai Nanxi Branch of Commercial Bank Co., Ltd. Regulatory Agreement

3 On July 20, 2021, the company, China Securities Co., Ltd., and the three parties in the special account for the storage of raised funds

China Everbright Bank Co., Ltd., Shanghai Branch, Regulatory Agreement

Note: Since China CITIC Bank Co., Ltd. Shanghai Dabaishu Sub-branch does not have the authority to directly sign the supervision agreement on the raised funds, its superior unit, China CITIC Bank Co., Ltd. Shanghai Branch, signed the "Tripartite Supervision Agreement on the Storage of Special Account for Raised Funds" with the company and the sponsor.

As of December 31, 2024, the storage of the company's bank account for the raised funds is as follows:

Unit: Yuan

Deposit bank account nature Balance of deposit

China Everbright Bank Co., Ltd. Shanghai Branch 36510188001350286 Demand Deposit 19,281,145.66

Total 19,281,145.66

Note: The raised funds deposited in the special accounts of China CITIC Bank Co., Ltd. Shanghai Dabaishu Sub-branch and China Merchants Bank Co., Ltd. Shanghai Nanxi Sub-branch have been used up in accordance with regulations and have been closed on January 22, 2024, and the remaining funds have been transferred to the special account of China Everbright Bank Co., Ltd. Shanghai Branch for use and management.

3. The actual use of the raised funds

(1) A comparison table of the use of raised funds

As of December 31, 2024, please refer to the "Appendix 1, Comparison Table of the Use of Raised Funds" for the actual use of raised funds.

(2) The advance investment and replacement of the fund-raising project

During the reporting period, the company did not have any pre-investment and replacement of fund-raising projects.

(3) The use of part of the over-raised funds to permanently replenish liquidity

During the reporting period, the 14th meeting of the 9th board of directors and the 12th meeting of the 9th board of supervisors of the company deliberated and approved the "Proposal on Using Part of the Over-raised Funds to Permanently Replenish Liquidity", which was deliberated and approved by the 2023 Annual General Meeting of Shareholders, and agreed that the Company should use part of the over-raised funds of RMB 24,000,000.00 for permanent replenishment of liquidity.

During the reporting period, the company actually used the over-raised funds of RMB 24,000,000.00 to permanently replenish the working capital.

(4) Cash management of idle raised funds and investment in related products

The 17th meeting of the 9th board of directors and the 14th meeting of the 9th board of supervisors of the company deliberated and passed the "Proposal on the Use of Temporarily Idle Raised Funds for Cash Management", and agreed that the company will carry out cash management without affecting the progress of the investment projects of the raised funds, without affecting the normal production and operation of the company and ensuring the safety of funds. Investment products with principal protection (including but not limited to the purchase of principal-protected wealth management products, structured deposits, large-value certificates of deposit, time deposits, call deposits, income certificates, etc.) are valid from August 29, 2024 to August 28, 2025. Within the scope of the aforementioned quota and use period, the funds can be used on a rolling basis. The sponsor, China Securities Co., Ltd., had no objection to the matter and issued a special verification opinion on the matter, and the independent non-executive directors of the company expressed their concurring opinions on the matter.

In order to improve the efficiency of the use of raised funds, the company will purchase cash management wealth management products with some of the temporarily idle raised funds, and as of December 31, 2024, there are no cash management wealth management products.

4. Change the use of funds for fundraising projects

During the reporting period, the company did not change the investment projects of the raised funds.

5. Problems in the use and disclosure of raised funds

During the reporting period, the company used the raised funds in strict accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Listing Rules of the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Raised Funds by Listed Companies, and the provisions and requirements of the relevant laws and regulations of the China Securities Regulatory Commission, and performed the relevant information disclosure in a timely, true, accurate and complete manner, and there was no illegal use of raised funds.

The board of directors of the company believes that the relevant information disclosed by the company reflects the deposit and actual use of the company's raised funds in 2024 in a timely, true, accurate and complete manner.

6. The concluding opinion of the assurance report issued by the accounting firm on the deposit and use of the company's annual raised funds

Ernst & Young Huaming Certified Public Accountants (Special General Partnership) issued the "Assurance Report on the Deposit and Actual Use of Raised Funds" (Ernst & Young Huaming (2025) No. 70011746_B02) believes that the special report on the raised funds of Shanghai Fudan Microelectronics Group Co., Ltd. is in accordance with the "Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Raised Funds by Listed Companies" and "Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1" in all material respects. Standardized Operation" and related format guidelines are compiled, which truthfully reflects the deposit and actual use of the raised funds of Shanghai Fudan Microelectronics Group Co., Ltd. in 2024.

7. The main verification work of the sponsor

The sponsor representative verified the deposit and use of the company's raised funds and the implementation of the investment projects of the raised funds through various methods such as data review and interview communication. It mainly includes: consulting the company's raised funds deposit bank statements, raised funds use vouchers, relevant reports of intermediaries, relevant announcements on the use of raised funds, etc., and communicating with relevant personnel of the company.

8. Sponsor verification opinions

After verification, the sponsor believes that the deposit and use of the raised funds of Fudan Microelectronics in 2024 comply with the provisions of laws, regulations and institutional documents such as the Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Raised Funds by Listed Companies and the Listing Rules of the Science and Technology Innovation Board of the Shanghai Stock Exchange

The situation is consistent with the company's disclosure, there is no disguised change in the use of raised funds and damage to the interests of shareholders, and there is no illegal use of raised funds.

(No text below)

(There is no text on this page, it is the signature and seal page of the "Special Verification Report of China Securities Co., Ltd. on the Deposit and Use of Raised Funds of Shanghai Fudan Microelectronics Group Co., Ltd. in 2024")

Sponsor Representative:

Zhao Fengbin Yu Honggang

China Securities Co., Ltd

YYYYYYYYYYYYYYYYY

Schedule 1:

Comparison table of the use of raised funds

Preparation unit: Shanghai Fudan Microelectronics Group Co., Ltd. Unit: Yuan

Net funds raised 680,282,781.80 Total funds invested during the year 24,000,000.00

Total amount of funds raised for change of purpose - The total amount of funds raised that have been invested cumulatively

The proportion of the total amount of funds raised for change of use is 672,000,000.00

-

Changed Items Cumulative investment as of the end of the period Investments as of the end of the period The projects have been reached

Committed investment projects, including part of the raised funds after the adjustment of the commitment to raise funds The cumulative investment amount and the progress of the committed investment as of the end of the period (%) are expected to make the effect realized in the current period reach the feasibility of the project

Change of purpose (e.g. Total Investment (1) Total Investment Amount Invested in the current period Amount of Deposit (2) Difference of Deposit Amount (4) = Profit Note to Expected Occurrence of Heavy

Yes) (3)=(1)- (2)/(1) Period Benefits Big change

（2）

Programmable on-chip

System chip research No: Not applicable in 2021 No

Development and industrialization 300,000,000.00 300,000,000.00 - 300,000,000.00 - 100 342,254,323.17

project

Development and Technology No N/A N/A N/A No

Reserve funds 300,000,000.00 300,000,000.00 - 300,000,000.00 - 100

Committed Investments

Subtotal -- 600,000,000.00 600,000,000.00 - 600,000,000.00 - 100 - - - -

-

Over-raised funds No 80,282,781.80 80,282,781.80 24,000,000.00 72,000,000.00 N/A N/A N/A No

Where: Supplemental No Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable No

Liquidity 72,000,000.00 72,000,000.00 24,000,000.00 72,000,000.00

Total 680,282,781.80 680,282,781.80 24,000,000.00 672,000,000.00 - - - -

Note: The main product project in the "Programmable System-on-Chip R&D and Industrialization Project" completed the design finalization in the third quarter of 2021, and the sales revenue of the project in the current period was RMB342,254,323.17.

Schedule 1 (continued)

Comparison Table on the Use of Proceeds (continued)

Prepared by: Shanghai Fudan Microelectronics Group Co., Ltd

Explanation of significant changes in project feasibility Not applicable

Advance investment and replacement of raised funds investment projects During the reporting period, the company did not have the advance investment and replacement of raised investment projects

Temporary replenishment of liquidity with idle raised funds Not applicable

Cash management of idle raised funds and investment in related products Please refer to the relevant content of "3.(4) Cash management of idle raised funds and investment in related products" in this verification opinion

Use of over-raised funds to permanently replenish liquidity or repay bank loans Please refer to the relevant content of "3. (3) Use of part of the over-raised funds to permanently replenish liquidity" in this verification opinion

The amount and reason for the balance of the proceeds are not applicable

The change of the implementation location of the raised funds investment project is not applicable

Extension of the investment project of the raised funds is not applicable

Other uses of proceeds Not applicable