Fudan Microelectronics: 2024 Annual Report of Independent Directors (Summary)

DATE: Mar 26 2025

Shanghai Fudan Microelectronics Group Co., Ltd

2024 Annual Report of Independent Non-Executive Directors

In 2024, I, Cao Zhongyong, as an independent non-executive director (also known as an "independent director") of the ninth board of directors of Shanghai Fudan Microelectronics Group Co., Ltd. (hereinafter referred to as the "Company"), in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law") and the Securities Law of the People's Republic of China

(hereinafter referred to as the "Securities Law"), the Code of Governance for Listed Companies, the Measures for the Administration of Independent Directors of Listed Companies, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and other laws, regulations and normative documents, have diligently and responsibly performed the duties of independent directors and given full play to the role of independent directors. The performance of duties as an independent director in 2024 is reported as follows:

1. Basic information of independent directors

(1) Basic personal information

Mr. Cao Zhongyong, born in 1958, Chinese nationality, no right of permanent residence abroad, Ph.D. in economics from Northern Jiaotong University. From 1992 to 1996, he was an associate professor and assistant dean of the School of International Economics and Management at Shanghai Railway University. From 1996 to 1997, he was a professor and deputy director of the scientific research department of Shanghai Railway University. From 1997 to 1998, he was a visiting scholar at the Kennedy School of Government at Harvard University. From 1998 to 2018, he successively served as the deputy director and director of the Shanghai Leading Cadre Examination and Evaluation Center, and the director of the Shanghai Business Talent Development Center, before retiring in 2018. He is currently the tutor of the postdoctoral mobile station of Shanghai Maritime University, the honorary president of the Harvard University Alumni Association of the Shanghai European and American Scholars Association, and the core expert of the Shanghai Lingang Institute of Industry-Education Integration of New Engineering. Since June 2019, he has served as an independent non-executive Director of the Company.

(2) Explanation of independence

As an independent director, I have no relationship with the company and the company's major shareholders, directors, supervisors and senior managers that hinder our independent and objective judgment, and I have not served in the company's affiliated enterprises, which meets the requirements of independence in the Measures for the Administration of Independent Directors of Listed Companies issued by the China Securities Regulatory Commission, and adheres to objective and independent professional judgment in the performance of my duties, so as to safeguard the overall interests of listed companies and protect the legitimate rights and interests of small and medium-sized shareholders.

2. Overview of the annual performance of duties by independent directors

(1) Attendance at the board of directors, general meetings of shareholders and special committees and voting results

In 2024, the company held a total of 3 general meetings of shareholders, 8 meetings of the board of directors, 6 meetings of the audit committee, and salaries

3 sessions of the Remuneration and Appraisal Committee, 2 sessions of the Nomination Committee, 1 session of the Strategy and Investment Committee, and Environmental, Social

and 2 meetings of the Governance Committee and 2 meetings of independent directors. During the reporting period, I participated in the general meeting of shareholders,

The Board of Directors and its committees are as follows:

Environment, Society

Remuneration & Appraisal Strategy & Investment Independent Director

Name: General Meeting of Shareholders, Board of Directors, Audit Committee, Nomination Committee and Governance Committee

Committee Committee Door Meeting

Yes

Cao Zhongyong 3 8 6 N/A N/A N/A 2 2

During the Reporting Period, as an independent non-executive director of the Company, I actively participated in the Board of Directors and shareholders of the Company

The General Assembly and various special committees faithfully perform the duties of independent non-executive directors. Review the meeting carefully before attending the meeting

Discuss materials, fully communicate with the company's management, actively discuss each proposal, and discuss the company's board of directors

The case was carefully considered. In my opinion, none of the relevant proposals during the reporting period harmed all shareholders and small and medium-sized shareholders

interests, all motions were deliberated and passed.

(2) On-site work

During the reporting period, I participated in the board of directors of the company, various special committees of the board of directors, shareholders' meetings,

The company and its holding subsidiaries were inspected and listened to by means of performance briefings and visits

The relevant person in charge reports and consults the information to gain an in-depth understanding of the company's production and operation and the implementation of the resolutions of the board of directors

The cumulative on-site working time is 15 days.

(3) The company's cooperation with the work of independent directors

The company's chairman, general manager, chief financial officer, secretary of the board of directors and other senior management personnel are in agreement with me

The company regularly sends me financial statements and analysis reports, so that I can keep abreast of the company's production

Business conditions. At the same time, before convening the board of directors and related meetings, the company carefully organized and prepared meeting materials

Accurate delivery, providing convenient conditions for my work.

3. Key issues for independent directors in the performance of their duties during the year

(1) Related-party transactions that should be disclosed

In accordance with the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, The Stock Exchange of Hong Kong Limited

The requirements of the Securities Listing Rules and the Articles of Association of the Company, etc., I will meet on March 15, 2024

At the first meeting of the Audit Committee of the 9th Board of Directors in 2024, the Connected Transactions for the Year 2023 (also known as

"Connected Transactions") and considered the authorization of continuing connected transactions in 2023

in compliance with the Exchange's requirements for continuing connected transactions, and the execution does not exceed the authorized quota; and reviewed the matters concerning the continuing connected transactions with Fudan Communications at the first meeting of the Independent Board Committee of the 9th Board of Directors in 2024, and concluded that the related party transactions between the Company and related parties follow the principles of fairness, fairness and impartiality, with fair pricing and reasonable settlement time and method, which are in line with the interests of the Company and its shareholders. The review procedures for the Company's related party transactions in 2023 are in accordance with relevant laws, regulations, normative documents and the Company Charter

Procedures; The terms of the transaction are fair and reasonable, and are in line with the overall interests of the company's shareholders, and no damage to the interests of the company due to related party transactions has been found.

(2) Plans for the listed company and related parties to change or waive their commitments

During the reporting period, no related events occurred.

(3) The decisions made and measures taken by the board of directors of the acquired listed company in connection with the acquisition

During the reporting period, no related events occurred.

(4) Disclose financial information and internal control evaluation reports in financial accounting reports and periodic reports

The Company was launched on 24 February and 23 March 2024 in accordance with the relevant provisions of the Listing Rules of Shanghai and Hong Kong

disclosed the "2023 Annual Results Express Announcement" and the "2023 Annual Report Full Text" respectively; in 2024

The First Quarterly Report 2024 was disclosed on April 30, 2024; Disclosed on August 29, 2024

Full text of the 2024 Semi-Annual Report; Disclosed the Third Quarter 2024 on October 31, 2024

Report.

I have reviewed the relevant documents, focused on and supervised the financial information and internal control evaluation reports in the company's financial accounting reports and periodic reports, and I believe that the financial information and internal control evaluation reports in the company's financial accounting reports and periodic reports are true, complete and accurate, in line with the requirements of Chinese accounting standards, and there are no material false records, misleading statements or major omissions. The financial information and internal control evaluation reports disclosed by the company in the financial accounting reports and periodic reports comply with the provisions of relevant laws, regulations and the company's system, and the decision-making procedures are legal, and no major violations of laws and regulations have been found. The issuance of the company's performance forecast, performance report, periodic report and internal control evaluation report is in accordance with the relevant laws and regulations of the Company Law and the Articles of Association.

(5) Matters concerning the employment and dismissal of accounting firms

During the Reporting Period, I assessed the professionalism and independence of the external auditors, and concluded that the external auditors had carried out the audit work in accordance with the requirements of relevant regulations and norms, adhered to the independent auditing standards, and diligently fulfilled the responsibilities and obligations agreed upon by both parties during the audit of the Group. In view of the foregoing

As a result, I held the first meeting of the Audit Committee of the 9th Board of Directors for 2024 on March 15, 2024

, agreed to recommend to the board of directors of the company to re-appoint Ernst & Young Huaming Certified Public Accountants (special general partnership) as a company

Division's external auditors and internal control auditors.

(6) Appointing or dismissing the person in charge of finance of a listed company

During the Reporting Period, in view of the resignation of Ms. Fang Jing, Chief Financial Officer and Secretary of the Board of Directors, the Board of Directors of the Company designated Mr. Jin Jianwei, Manager of the Finance Department, to act as the Chief Financial Officer at the 19th meeting of the 9th session of the Board of Directors held by correspondence on December 2, 2024. The company will complete the appointment of the chief financial officer as soon as possible in accordance with the relevant regulations.

(7) Changes in accounting policies, accounting estimates or correction of major accounting errors made for reasons other than changes in accounting standards

During the reporting period, the company did not make accounting policies or accounting estimates for reasons other than changes in accounting standards

Accounting changes or correction of material accounting errors.

(8) Nominating or appointing or removing directors, appointing or dismissing senior management personnel

During the reporting period, the Board of Directors approved the nomination of Zhuang Qifei after the qualification review of the Nomination Committee of the Board of Directors

Mr., Ms. Zhang Rui, Mr. Song Jiale and Ms. Yan Na are the non-executive directors of the ninth session of the Board of Directors of the Company

Mr. Shen Lei is a candidate for executive director of the ninth board of directors, and his term of office will be reviewed and approved by the general meeting of shareholders of the company

From the date of expiration to the date of expiration of the ninth session of the Board of Directors. I am not a member of the Nominating Committee, but I am a director

Prior to the deliberations, the necessary attention was paid to the skills, knowledge and experience of the candidates, and it was considered that they were satisfied

Requirements for being a director of a company.

(9) Remuneration of directors and senior management

During the reporting period, I did not hold any position on the Remuneration and Appraisal Committee. On March 22, 2024

At the 14th meeting of the 9th session of the Board of Directors, I performed the recusal procedures on the "Proposal on the Remuneration Plan of Directors and Supervisors in 2024" and supervised the recusal of other directors.

(10) Equity incentives, shareholding plans, authorized benefits of incentive recipients, and exercise of rights

I would like to take into account the "About the Company" which was considered at the 20th meeting of the 9th Board of Directors on December 11, 2024

The 2021 Restricted Stock Incentive Plan Grants Part of the Third Vesting Period for the First Time and Meets the Vesting Conditions" and other equity incentive-related proposals were reviewed and verified.

According to the Administrative Measures for Equity Incentive Plans of Listed Companies, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the 2021 Restricted Stock Incentive Plan of Shanghai Fudan Microelectronics Group Co., Ltd. (Draft), and the Administrative Measures for the Implementation of the 2021 Restricted Stock Incentive Plan of Shanghai Fudan Microelectronics Group Co., Ltd.

I believe that the company's vesting arrangements and deliberation procedures comply with the relevant provisions of laws, regulations and normative documents such as the "Company Law", "Securities Law", "Measures for the Administration of Equity Incentives of Listed Companies" and other laws, regulations, and normative documents, and there is no harm to the interests of the company and shareholders.

(11) The directors and senior management personnel arrange a shareholding plan in the subsidiary to be spun off

During the reporting period, no related events occurred.

(12) Other matters

During the reporting period, I conducted necessary verification and attention on the company's external guarantees and capital occupation, the use of raised funds, refinancing (convertible bonds), cash dividends, information disclosure, etc. The Company has not violated the listing rules of Shanghai and Hong Kong.

I have maintained the necessary focus on the company's ESG work, and I am pleased with the March 22, 2024 meeting

The Environmental, Social and Governance Report 2023 was reviewed at the first meeting of the Environmental, Social and Governance Committee of the Ninth Board of Directors in 2024 and found that the report was in line with the relevant requirements of the Hong Kong Stock Exchange and the Shanghai Stock Exchange

stipulates that it is a true, accurate and complete reflection of the quality of the company's ESG work in 2023; In 2024

At the second meeting held on July 26, Mr. Li Qiufeng, Secretary of the ESG Committee, was briefed on the company's "Environment

Environmental, Social and Corporate Governance Goals", which believes that the goals are in line with the company's production and operation, have good achievability, and can guide the company's ESG work in the future.

Combined with the characteristics of the company as a design chip company, the company has made a necessary understanding of the company's work in employee compensation, safety, welfare and development. At present, the company has a R&D team with a good age structure and educational structure, which meets the company's development needs.

Fourth, the overall evaluation and recommendations

In 2024, as an independent non-executive director of the Company, I will conscientiously perform my duties in strict accordance with the requirements of relevant laws and regulations, and act in a manner of objectivity, impartiality, independence and responsibility to the Company and all shareholders

understand and analyze the company's operation and management through various ways, and carefully study and deliberate on relevant proposals; It has put forward guiding suggestions on corporate governance and major business decisions, and issued prior approval and independent opinions on relevant matters, which has enhanced the scientific decision-making ability of the board of directors of the company, continuously promoted the improvement of the corporate governance system, and effectively safeguarded the overall interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.

In 2025, I will continue to work with other independent directors to uphold the principles of loyalty, prudence, diligence and responsibility, in strict accordance with the requirements of relevant laws and regulations and the Articles of Association, and with a high level of responsibility to the Company and all shareholders

The spirit of responsibility, effectively play the role of independent directors, and promote the standardized operation and healthy development of the company. The improvement of the governance system has effectively safeguarded the overall interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.

It is hereby reported.

Speaker: Zhongyong Cao

Shanghai Fudan Microelectronics Group Co., Ltd

2024 Annual Report of Independent Non-Executive Directors

In 2024, I, Cai Minyong, as an independent non-executive director (also known as an "independent director") of the ninth board of directors of Shanghai Fudan Microelectronics Group Co., Ltd. (hereinafter referred to as the "Company"), in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Code of Governance for Listed Companies, the Measures for the Administration of Independent Directors of Listed Companies, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, The Stock Exchange of Hong Kong Limited has fulfilled the duties of independent directors diligently and responsibly, and has given full play to the role of independent directors. The performance of duties as an independent director in 2024 is reported as follows:

1. Basic information of independent directors

(1) Basic personal information

Mr. Cai Minyong, born in 1956, Chinese nationality, no right of permanent residence abroad, holds a bachelor's degree in economics and management from Fudan University. From 1993 to 1996, he served as Secretary of the Party Committee and Director of Shanghai Wuzhou Pharmaceutical Factory and Chairman of Shanghai Wuzhou Hest Pharmaceutical Co., Ltd.; From 1994 to 1996, he served as the chairman of Shanghai Jiuzhou Property Development Co., Ltd.; From 1995 to 1996, he served as the chairman of Shanghai Pioneer Antibil Pharmaceutical Co., Ltd. and the secretary of the Party Committee and general manager of Shanghai Pioneer Pharmaceutical Co., Ltd.; From 1996 to 1998, he served as the deputy director of the Enterprise Cadre Management Office of the Organization Department of the Shanghai Municipal Committee of the Communist Party of China. From 1998 to 2003, he served as the director of Shanghai High-tech Achievement Transformation Center. From 1999 to 2003, he served as the general manager of Shanghai Technology Property Exchange

Cut out; From 2001 to 2004, he served as the director of the Shanghai Science and Technology Development and Exchange Center. 2004 to 2014

He served as Secretary of the Party Committee and President of Shanghai United Equity Exchange; From 2005 to 2014, he served as the chairman of the Yangtze River Basin Property Rights Exchange Common Market. From 2005 to 2019, he was a member of the Shanghai Arbitration Commission and an arbitrator of the China International Economic and Trade Arbitration Commission. From 2013 to 2018, he was a member of the Financial and Economic Committee of the Shanghai Municipal People's Congress. From 2018 to 2019, he was a member of the Budget Working Committee of the Standing Committee of the Shanghai Municipal People's Congress. He is currently the president of the Shanghai Association of Old Science and Technology Workers and the deputy director of the Shanghai Working Committee for the Care of the Next Generation. Since June 2019, he has served as an independent non-executive Director of the Company.

(2) Explanation of independence

As an independent director, I work with the Company and its major shareholders, directors, supervisors and senior managers

There is no relationship that prevents us from making independent and objective judgments, and we do not hold positions in affiliated companies of the company

The requirements for independence in the Measures for the Administration of Independent Directors of Listed Companies issued by the China Securities Regulatory Commission (CSRC) are in the process of performing their duties

Adhere to objective and independent professional judgment, safeguard the overall interests of listed companies, and protect the legitimate rights of small and medium-sized shareholders

Benefit.

2. Overview of the annual performance of duties by independent directors

(1) Attendance at the board of directors, general meetings of shareholders and special committees and voting results

In 2024, the company held a total of 3 general meetings of shareholders, 8 meetings of the board of directors, 6 meetings of the audit committee, and salaries

3 sessions of the Remuneration and Appraisal Committee, 2 sessions of the Nomination Committee, 1 session of the Strategy and Investment Committee, and Environmental, Social

and 2 meetings of the Governance Committee and 2 meetings of independent directors. During the reporting period, I participated in the general meeting of shareholders,

The Board of Directors and its committees are as follows:

Environment, Society

Remuneration & Appraisal Strategy & Investment Independent Director

Name: General Meeting of Shareholders, Board of Directors, Audit Committee, Nomination Committee and Governance Committee

Committee Committee Door Meeting

Yes

Cai Minyong 3 8 6 3 2 1 2 2

During the Reporting Period, as an independent non-executive director of the Company, I actively participated in the Board of Directors and shareholders of the Company

The General Assembly and various special committees faithfully perform the duties of independent non-executive directors. Review the meeting carefully before attending the meeting

Discuss materials, fully communicate with the company's management, actively discuss each proposal, and discuss the company's board of directors

The case was carefully considered. In my opinion, none of the relevant proposals during the reporting period harmed all shareholders and small and medium-sized shareholders

interests, all motions were deliberated and passed.

(2) On-site work

During the reporting period, I participated in the board of directors of the company, various special committees of the board of directors, shareholders' meetings,

We conducted on-site inspections of the company and listened to relevant responsibilities by means of performance briefings and special trips to the company

The responsible person reports and consults information to gain an in-depth understanding of the company's production and operation and the implementation of the resolutions of the board of directors

etc., with a total of 15 days of on-site working time.

(3) The company's cooperation with the work of independent directors

The company's chairman, general manager, chief financial officer, secretary of the board of directors and other senior management personnel are in agreement with me

The company regularly sends me financial statements and analysis reports, so that I can keep abreast of the company's production

Business conditions. At the same time, before the convening of the board of directors and related meetings, the company carefully organized and prepared meeting materials, and delivered them in a timely and accurate manner, which provided convenient conditions for my work.

3. Key issues for independent directors in the performance of their duties during the year

(1) Related-party transactions that should be disclosed

In accordance with the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, The Stock Exchange of Hong Kong Limited

The requirements of the Securities Listing Rules and the Articles of Association of the Company, etc., I will meet on March 15, 2024

At the first meeting of the Audit Committee of the 9th Board of Directors in 2024, the Connected Transactions for the Year 2023 (also known as

"Connected Transactions"), and found that the authorization status of continuing connected transactions in 2023 was in compliance with the Exchange's requirements for continuing connected transactions, and the execution did not exceed the authorized quota; and reviewed the matters concerning the continuing connected transactions with Fudan Communications at the first meeting of the Independent Board Committee of the 9th Board of Directors in 2024, and concluded that the related party transactions between the Company and related parties follow the principles of fairness, fairness and impartiality, with fair pricing and reasonable settlement time and method, which are in line with the interests of the Company and its shareholders. The review procedures for the Company's related party transactions in 2023 are in accordance with relevant laws, regulations, normative documents and the Company Charter

Procedures; The terms of the transaction are fair and reasonable, and are in line with the overall interests of the company's shareholders, and no damage to the interests of the company due to related party transactions has been found.

(2) Plans for the listed company and related parties to change or waive their commitments

During the reporting period, no related events occurred.

(3) The decisions made and measures taken by the board of directors of the acquired listed company in connection with the acquisition

During the reporting period, no related events occurred.

(4) Disclose financial information and internal control evaluation reports in financial accounting reports and periodic reports

The Company was launched on 24 February and 23 March 2024 in accordance with the relevant provisions of the Listing Rules of Shanghai and Hong Kong

disclosed the "2023 Annual Results Express Announcement" and the "2023 Annual Report Full Text" respectively; in 2024

The First Quarterly Report 2024 was disclosed on April 30, 2024; Disclosed on August 29, 2024

Full text of the 2024 Semi-Annual Report; Disclosed the Third Quarter 2024 on October 31, 2024

Report.

I have reviewed the relevant documents, focused on and supervised the financial information and internal control evaluation reports in the company's financial accounting reports and periodic reports, and I believe that the financial information and internal control evaluation reports in the company's financial accounting reports and periodic reports are true, complete and accurate, in line with the requirements of Chinese accounting standards, and there are no material false records, misleading statements or major omissions. Disclosure of financial statements by the company

The financial information and internal control evaluation reports in the accounting reports and periodic reports comply with the provisions of relevant laws and regulations and the company's system, and the decision-making procedures are legal, and no major violations of laws and regulations have been found. The issuance of the company's performance forecast, performance report, periodic report and internal control evaluation report is in accordance with the relevant laws and regulations of the Company Law and the Articles of Association.

(5) Matters concerning the employment and dismissal of accounting firms

During the Reporting Period, I assessed the professionalism and independence of the external auditors, and concluded that the external auditors had carried out the audit work in accordance with the requirements of relevant regulations and norms, adhered to the independent auditing standards, and diligently fulfilled the responsibilities and obligations agreed upon by both parties during the audit of the Group. In view of the foregoing

As a result, I held the first meeting of the Audit Committee of the 9th Board of Directors for 2024 on March 15, 2024

, agreed to recommend to the board of directors of the company to re-appoint Ernst & Young Huaming Certified Public Accountants (Special General Partnership) as the company's external auditor and internal control auditor.

(6) Appointing or dismissing the person in charge of finance of a listed company

During the Reporting Period, in view of the resignation of Ms. Fang Jing, Chief Financial Officer and Secretary of the Board of Directors, the Board of Directors of the Company designated Mr. Jin Jianwei, Manager of the Finance Department, to act as the Chief Financial Officer at the 19th meeting of the 9th session of the Board of Directors held by correspondence on December 2, 2024. The company will complete the appointment of the chief financial officer as soon as possible in accordance with the relevant regulations.

(7) Changes in accounting policies, accounting estimates or correction of major accounting errors made for reasons other than changes in accounting standards

During the reporting period, the company did not make changes in accounting policies, accounting estimates or correction of major accounting errors due to reasons other than changes in accounting standards.

(8) Nominating or appointing or removing directors, appointing or dismissing senior management personnel

In accordance with the requirements of the standardized operation of Hong Kong stocks, I proposed at the ninth session of the board of directors held on March 15, 2024

At its first meeting in 2024, the Board of Directors expressed its views and discussions on the structure, size and composition of the Board of Directors of the Company, and unanimously agreed that the Board is currently divided into three different structures with an even distribution of members. There are no financial, business, family or other relationships between the members of the Board to ensure the strong independence of the Board as a whole

Sex; Each Director also possesses a wide range of skills, professional knowledge, experience and qualifications to cope with business development and compliance with laws and regulations; The independence of the INEDs has also been assessed and it is considered that all INEDs maintain their independence.

During the reporting period, the nomination committee of the ninth session of the board of directors of the company 2024 was held on July 25, 2024

At the second meeting of the year, I joined other committee members to express my views on the director candidates, Mr. Zhuang Qifei, Ms. Zhang Rui,

Mr. Song Jiale, Ms. Yan Na and Mr. Shen Lei discussed their skills, knowledge and experience, and they were unanimous

The candidate is considered to possess sufficient professional skills, industry knowledge, work experience and qualifications to cope with business development and

Comply with regulations.

(9) Remuneration of directors and senior management

During the reporting period, I was a member of the remuneration and appraisal committee of the ninth session of the board of directors held on March 15, 2024

The first meeting of 2024 reviewed and discussed the salaries of the company's directors, supervisors and senior management in 2023

Remuneration/Allowances and 2024 Remuneration/Allowances for Directors, Supervisors and Senior Management

case, it is believed that the company's proposal for the implementation of the remuneration of directors and senior management personnel is in line with the company's performance appraisal and

The provisions of the remuneration management system are conducive to giving full play to the enthusiasm of directors and senior management, and the payment standards have been issued

The corresponding approval procedures have been carried out, and the actual remuneration received is consistent with the content approved by the resolution.

At the 14th meeting of the 9th session of the Board of Directors held on March 22, 2024, the Company issued a report on the "About

2024 Proposal for Remuneration of Directors and Supervisors" I have fulfilled the recusal procedure and supervised the recusal of other directors.

I held the 9th session of the Remuneration and Appraisal Committee of the Board of Directors on July 25, 2024 2024

At the second meeting, I, together with other committee members, discussed the 2024 remuneration package for director candidates

The Committee refers to the prevailing market prices, the Company's remuneration policy, and the Company's various candidates for directorship

Duties and responsibilities, unanimously agree on the remuneration package.

(10) Equity incentives, shareholding plans, authorized benefits of incentive recipients, and exercise of rights

I would like to take into account the "About the Company" which was considered at the 20th meeting of the 9th Board of Directors on December 11, 2024

The 2021 Restricted Stock Incentive Plan Grants Part of the Third Vesting Period for the First Time and Meets the Vesting Conditions" and other equity incentive-related proposals were reviewed and verified.

According to the relevant provisions of the Administrative Measures for Equity Incentive Plans of Listed Companies, the Listing Rules of the Science and Technology Innovation Board of the Shanghai Stock Exchange, the 2021 Restricted Stock Incentive Plan of Shanghai Fudan Microelectronics Group Co., Ltd. (Draft), and the Administrative Measures for the Implementation of the 2021 Restricted Stock Incentive Plan of Shanghai Fudan Microelectronics Group Co., Ltd., I believe that the company's vesting arrangements and review procedures comply with the Company Law, the Securities Law, the Administrative Measures for Equity Incentives of Listed Companies and other laws and regulations. The relevant provisions of the normative documents do not harm the interests of the company and shareholders.

(11) The directors and senior management personnel arrange a shareholding plan in the subsidiary to be spun off

During the reporting period, no related events occurred.

(12) Other matters

During the reporting period, I conducted necessary verification and attention on the company's external guarantees and capital occupation, the use of raised funds, refinancing (convertible bonds), cash dividends, information disclosure, etc. The Company has not violated the listing rules of Shanghai and Hong Kong.

As a member of the Corporate Strategy and Investment Committee, I held the 9th meeting on March 22, 2024

At the first meeting of 2024, the Strategy and Investment Committee of the Board of Directors reviewed the performance and operation of the company's current investment associates and other investment projects in 2023 and considered that the projects currently invested are risky

The investment results did not have a significant impact on the group company.

I have maintained the necessary focus on the company's ESG work, and I am pleased with the March 22, 2024 meeting

The 2023 Environmental, Social and Governance Report was reviewed at the first meeting of the Environmental, Social and Governance Committee of the Ninth Board of Directors in 2024 and found that the report complied with the relevant regulations of the Hong Kong Stock Exchange and the Shanghai Stock Exchange.

True, accurate, and complete reflection of the quality of the company's ESG work in 2023; On July 26, 2024

At the second meeting held today, we listened to the work report prepared by Mr. Li Qiufeng, Secretary of the ESG Committee, on the company's "Environmental, Social and Corporate Governance Goals", and believed that the goals are in line with the company's production and operation conditions, have good achievability, and can guide the company's future ESG work.

Fourth, the overall evaluation and recommendations

In 2024, as an independent non-executive director of the Company, I will conscientiously perform my duties in strict accordance with the requirements of relevant laws and regulations, and act in a manner of objectivity, impartiality, independence and responsibility to the Company and all shareholders

understand and analyze the company's operation and management through various ways, and carefully study and deliberate on relevant proposals; It has put forward guiding suggestions on corporate governance and major business decisions, and issued prior approval and independent opinions on relevant matters, which has enhanced the scientific decision-making ability of the board of directors of the company, continuously promoted the improvement of the corporate governance system, and effectively safeguarded the overall interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.

In 2025, I will continue to work with other independent directors to effectively play the functions and roles of independent directors and promote the standardized operation and healthy development of the company in strict accordance with the requirements of relevant laws and regulations and the Articles of Association, adhering to the principles of loyalty, prudence, diligence and responsibility, and high responsibility to the company and all shareholders.

It is hereby reported.

Speaker: Cai Minyong

Shanghai Fudan Microelectronics Group Co., Ltd

2024 Annual Report of Independent Non-Executive Directors

In 2024, I, Wang Pin, as an independent non-executive director (also known as an "independent director") of the ninth board of directors of Shanghai Fudan Microelectronics Group Co., Ltd. (hereinafter referred to as the "Company"), in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law") and the Securities Law of the People's Republic of China

(hereinafter referred to as the "Securities Law"), the Code of Governance for Listed Companies, the Measures for the Administration of Independent Directors of Listed Companies, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and other laws, regulations and normative documents, have diligently and responsibly performed the duties of independent directors and given full play to the role of independent directors. The performance of duties as an independent director in 2024 is reported as follows:

1. Basic information of independent directors

(1) Basic personal information

Mr. Wang Pin, born in 1974, Chinese nationality, no right of permanent residence abroad, holds a master's degree in business administration from Shanghai National Accounting Institute, and is a Chinese certified public accountant. From 1996 to 2005, he served as the manager of the audit department of Shanghai Gongxin Certified Public Accountants. From 2005 to 2016, he served as the chief financial officer of Shanghai Prime Machinery Co., Ltd.; He is currently the executive director of Shanghai Shenyin Enterprise Management Consulting Co., Ltd., a partner of Shanghai Luanhai Investment Management Co., Ltd., and an independent director of Shanghai Lansheng Brain Hospital Investment Co., Ltd. Since June 2019, he has served as an independent non-executive Director of the Company.

(2) Explanation of independence

As an independent director, I have no relationship with the company and the company's major shareholders, directors, supervisors and senior managers that hinder our independent and objective judgment, and I have not served in the company's affiliated enterprises, which meets the requirements of independence in the Measures for the Administration of Independent Directors of Listed Companies issued by the China Securities Regulatory Commission, and adheres to objective and independent professional judgment in the performance of my duties, so as to safeguard the overall interests of listed companies and protect the legitimate rights and interests of small and medium-sized shareholders.

2. Overview of the annual performance of duties by independent directors

(1) Attendance at the board of directors, general meetings of shareholders and special committees and voting results

In 2024, the company held a total of 3 general meetings of shareholders, 8 meetings of the board of directors, 6 meetings of the audit committee, and salaries

3 sessions of the Remuneration and Appraisal Committee, 2 sessions of the Nomination Committee, 1 session of the Strategy and Investment Committee, and Environmental, Social

and 2 meetings of the Governance Committee and 2 meetings of independent directors. During the reporting period, I participated in the general meeting of shareholders,

The Board of Directors and its committees are as follows:

Environment, Society

Remuneration & Appraisal Strategy & Investment Independent Director

Name: General Meeting of Shareholders, Board of Directors, Audit Committee, Nomination Committee and Governance Committee

Committee Committee Door Meeting

Yes

Wang Pin 3 8 6 3 2 N/A N/A 2

During the Reporting Period, as an independent non-executive director of the Company, I actively participated in the Board of Directors and shareholders of the Company

The General Assembly and various special committees faithfully perform the duties of independent non-executive directors. Review the meeting carefully before attending the meeting

Discuss materials, fully communicate with the company's management, actively discuss each proposal, and discuss the company's board of directors

The case was carefully considered. In my opinion, none of the relevant proposals during the reporting period harmed all shareholders and small and medium-sized shareholders

interests, all motions were deliberated and passed.

(2) On-site work

During the reporting period, I participated in the board of directors of the company, various special committees of the board of directors, shareholders' meetings,

The company and its holding subsidiaries were inspected and listened to by means of performance briefings and visits

The relevant person in charge reports and consults the information to gain an in-depth understanding of the company's production and operation and the implementation of the resolutions of the board of directors

and discussion and communication with the external audit team, etc., with a total of 19 days of on-site working time.

(3) The company's cooperation with the work of independent directors

The company's chairman, general manager, chief financial officer, secretary of the board of directors and other senior management personnel are in agreement with me

The company regularly sends me financial statements and analysis reports, so that I can keep abreast of the company's production

Business conditions. At the same time, before convening the board of directors and related meetings, the company carefully organized and prepared meeting materials, and

Timely and accurate transmission provides convenient conditions for my work.

3. Key issues for independent directors in the performance of their duties during the year

(1) Related-party transactions that should be disclosed

In accordance with the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, The Stock Exchange of Hong Kong Limited

The requirements of the Securities Listing Rules and the Articles of Association of the Company, etc., I will meet on March 15, 2024

At the first meeting of the Audit Committee of the 9th Board of Directors in 2024, the Connected Transactions for the Year 2023 (also known as

"Connected Transactions") and considered the authorization of continuing connected transactions in 2023

in compliance with the Exchange's requirements for continuing connected transactions, and the execution does not exceed the authorized quota; and the right

The first meeting of the Independent Board Committee of the 9th Board of Directors in 2024 regarding the ongoing association with Fudan Communications

The transaction matters were reviewed, and it was considered that the related party transactions between the Company and related parties followed the principles of fairness, fairness and impartiality, and the pricing was fair, and the settlement time and method were reasonable, which was in line with the interests of the Company and its shareholders. The review procedures for the Company's related party transactions in 2023 are in accordance with relevant laws, regulations, normative documents and the Company Charter

Procedures; The terms of the transaction are fair and reasonable, and are in line with the overall interests of the company's shareholders, and no damage to the interests of the company due to related party transactions has been found.

As the convener of the Audit Committee, I supervised the approval procedures and implementation of the Company's related party transactions in strict accordance with the rules and requirements of Shanghai and Hong Kong.

(2) Plans for the listed company and related parties to change or waive their commitments

During the reporting period, no related events occurred.

(3) The decisions made and measures taken by the board of directors of the acquired listed company in connection with the acquisition

During the reporting period, no related events occurred.

(4) Disclose financial information and internal control evaluation reports in financial accounting reports and periodic reports

The Company was launched on 24 February and 23 March 2024 in accordance with the relevant provisions of the Listing Rules of Shanghai and Hong Kong

disclosed the "2023 Annual Results Express Announcement" and the "2023 Annual Report Full Text" respectively; in 2024

The First Quarterly Report 2024 was disclosed on April 30, 2024; Disclosed on August 29, 2024

Full text of the 2024 Semi-Annual Report; Disclosed the Third Quarter 2024 on October 31, 2024

Report.

I have reviewed the relevant documents, focused on and supervised the financial information and internal control evaluation reports in the company's financial accounting reports and periodic reports, and I believe that the financial information and internal control evaluation reports in the company's financial accounting reports and periodic reports are true, complete and accurate, in line with the requirements of Chinese accounting standards, and there are no material false records, misleading statements or major omissions. The financial information and internal control evaluation reports disclosed by the company in the financial accounting reports and periodic reports comply with the provisions of relevant laws, regulations and the company's system, and the decision-making procedures are legal, and no major violations of laws and regulations have been found. The issuance of the company's performance forecast, performance report, periodic report and internal control evaluation report is in accordance with the relevant laws and regulations of the Company Law and the Articles of Association.

Combined with the monthly reports sent by the company on a regular basis, I will communicate with the company's chief financial officer and the heads of the finance department and audit department on the changes in the main financial subjects, and maintain smooth contact with the audit institutions.

(5) Matters concerning the employment and dismissal of accounting firms

During the Reporting Period, I assessed the professionalism and independence of the external auditors, and concluded that the external auditors had carried out the audit work in accordance with the requirements of relevant regulations and norms, adhered to the independent auditing standards, and diligently fulfilled the responsibilities and obligations agreed upon by both parties during the audit of the Group. In view of the foregoing

As a result, I held the first meeting of the Audit Committee of the 9th Board of Directors for 2024 on March 15, 2024

, agreed to recommend to the board of directors of the company to re-appoint Ernst & Young Huaming Certified Public Accountants (Special General Partnership) as the company's external auditor and internal control auditor.

(6) Appointing or dismissing the person in charge of finance of a listed company

During the Reporting Period, in view of the resignation of Ms. Fang Jing, Chief Financial Officer and Secretary of the Board of Directors, the Board of Directors of the Company designated Mr. Jin Jianwei, Manager of the Finance Department, to act as the Chief Financial Officer at the 19th meeting of the 9th session of the Board of Directors held by correspondence on December 2, 2024. The company will complete the appointment of the chief financial officer as soon as possible in accordance with relevant regulations.

(7) Changes in accounting policies, accounting estimates or correction of major accounting errors made for reasons other than changes in accounting standards

During the reporting period, the company did not make changes in accounting policies, accounting estimates or correction of major accounting errors due to reasons other than changes in accounting standards.

(8) Nominating or appointing or removing directors, appointing or dismissing senior management personnel

In accordance with the requirements of the standardized operation of Hong Kong stocks, I proposed at the ninth session of the board of directors held on March 15, 2024

At its first meeting in 2024, the Board of Directors expressed its views and discussions on the structure, size and composition of the Board of Directors of the Company, and unanimously agreed that the Board is currently divided into three different structures with an even distribution of members. There are no financial, business, family or other relationships between the members of the Board to ensure the strong independence of the Board as a whole

Sex; Each Director also possesses a wide range of skills, professional knowledge, experience and qualifications to cope with business development and compliance with laws and regulations; The independence of the INEDs has also been assessed and it is considered that all INEDs maintain their independence.

During the reporting period, the nomination committee of the ninth session of the board of directors of the company 2024 was held on July 25, 2024

At the second meeting of the year, I, together with other committee members, discussed the skills, knowledge and experience of the director candidates, Mr. Zhuang Qifei, Ms. Zhang Rui, Mr. Song Jiale, Ms. Yan Na and Mr. Shen Lei, and unanimously agreed that the professional skills, industry knowledge, work experience and qualifications of the candidates are sufficient to cope with business development and comply with laws and regulations.