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A-share securities code: 688385 Securities abbreviation: Fudan Microelectronics Announcement No.: 2025-006
Hong Kong stock stock code: 01385 Stock abbreviation: Shanghai Fudan
Shanghai Fudan Microelectronics Group Co., Ltd
2024 Special Report on the Deposit and Actual Use of Raised Funds
The board of directors and all directors of the company guarantee that there is no false record, misleading statement or material omission in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.
First, the basic situation of the funds raised
(1) The amount of funds raised and the time when the funds will be received
Shanghai Fudan Microelectronics Group Co., Ltd. (hereinafter referred to as the "Company") made an initial public offering of A shares in China and was listed on the Shanghai Stock Exchange after the completion of the issuance of the Reply on Approval of 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 issued 12,000,000 RMB ordinary shares to the public, with a par value of RMB0.1 per share, at an issue price of RMB6.23 per share, raising a total of RMB747,600,000.00 and net proceeds of RMB680,282,781.80 after deducting the issuance expenses excluding tax.
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 to China Everbright Bank Co., Ltd. Shanghai Branch (36510188001350286) and China Merchants Bank Co., Ltd. Shanghai Nanxi
Branch (021900241710710) and Shanghai Cypress Branch of CITIC Bank Co., Ltd
(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 deposit in the special account for raising funds was RMB19,281,145.66, and there were no cash-managed wealth management products. The use and balance of the funds raised 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, according to the China Securities Regulatory Administration
Regulatory Guidelines for Listed Companies No. 2 - Regulatory Guidelines for the Management and Use of Funds Raised by Listed Companies
"Guidelines for the Application of Self-Regulatory Rules for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation".
"Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange" and other relevant laws, regulations and normative documents
According to the regulations, the company has formulated the "Management System for Raised Funds" (hereinafter referred to as the "Management System") to raise funds
Specific and clear provisions have been made on the deposit, use, management and supervision of 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 with the bank
The bank and the sponsor brokerage China Securities Co., Ltd. signed a tripartite regulatory agreement. Three parties to raise funds
The status of the regulatory agreement is as follows:
Serial Number Date of Signing Signatory Name of the Agreement
1 On July 20, 2021, the Company, China Securities Co., Ltd., deposited three parties in a special account for raising funds
China CITIC Bank Co., Ltd. Shanghai Branch Note Regulatory Agreement
2 On July 20, 2021, the Company, China Securities Co., Ltd., deposited three parties in a special account for raising funds
China Merchants Bank Co., Ltd. Shanghai Nanxi Branch Regulatory Agreement
3 On July 20, 2021, the Company, China Securities Co., Ltd., deposited three parties in a special account for raising funds
China Everbright Bank Co., Ltd. Shanghai Branch Regulatory Agreement
Note: Because China CITIC Bank Co., Ltd. Shanghai Dabaishu Sub-branch did not directly sign the supervision of the raised funds
The authorization of the agreement was signed between the parent unit, China CITIC Bank Co., Ltd. Shanghai Branch, the Company and the sponsor
Tripartite Supervision Agreement on the Storage of Raised Funds in Special Accounts.
As of December 31, 2024, the storage of the company's bank account for the raised funds is as follows:
Deposit bank account nature Balance of deposit
China Everbright Bank Co., Ltd. 36510188001350286 demand deposit 19,281,145.66
Shanghai branch of the company
Total 19,281,145.66
Note: Deposited in Shanghai Dabaishu Sub-branch of China CITIC Bank Co., Ltd. and Shanghai Nanxi of China Merchants Bank Co., Ltd
The raised funds in the special account of the sub-branch have been used up in accordance with regulations, and the account has been closed on January 22, 2024, and the remaining funds have been
All of them were 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
The 14th meeting of the 9th session of the Board of Directors and the 12th meeting of the 9th session of the 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 approved the Company's use of 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 session of the Board of Directors and the 14th meeting of the 9th session of the Board of Supervisors of the Company deliberated and approved the "Proposal on the Use of Temporarily Idle Raised Funds for Cash Management", and agreed that the Company shall 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, and use the temporarily idle raised funds with a limit of no more than RMB 20 million (inclusive) to purchase the funds with high security, good liquidity, 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 Rules for the Listing of Stocks on 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 disclosure of relevant information 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.
The announcement is hereby made.
Board of Directors of Shanghai Fudan Microelectronics Group Co., Ltd
March 26, 2025
Schedule 1:
Comparison table of the use of raised funds
Prepared by: Shanghai Fudan Microelectronics Group Co., Ltd. Unit: RMB 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
-
Deadline
As of the end of the period, the cumulative investment in the project amounted
The amount of investment in the changed item is related to the progress to the scheduled whether the project is feasible
Committed investment projects, including the Ministry Commitment to raise funds Adjusted funds raised Amount invested in the current period Accumulated as of the end of the period (%) of the amount of investment that can be used The benefits realized in the current period are expected to be issued
Dividends Total Investment (1) Total Investment Amount Invested (2) Difference (3) = (4) Status Day Significant change in efficiency
(1)-(2) = Periodization
(2)/
(1)
Programmable SoC on Chip No 300,000,000.00 300,000,000.00 - 300,000,000.00 - 100 2021 342,254,323.17 Not applicable No
R&D and industrialization projects
Development and S&T Reserve Fund No 300,000,000.00 300,000,000.00 - 300,000,000.00 - 100 Not applicable Not applicable Not applicable No
Subtotal of committed investment projects -- 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
Including: Replenishment of liquidity No 72,000,000.00 72,000,000.00 24,000,000.00 72,000,000.00 N/A N/A N/A N/A No
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
Not applicable if there is a significant change in the feasibility of the project
Fact sheet
Advance investment of raised funds investment projects During the reporting period, the company did not have the advance investment and replacement of raised investment projects
and replacement
Temporary replenishment of the flow with idle proceeds Not applicable
Mobilization of funds
Cash management of idle raised funds Please refer to the above-mentioned special report "3.(4) Cash management of idle raised funds and investment in related products" for relevant content, investment in related products
Permanent replenishment of liquidity with over-raised funds Please refer to the above-mentioned special report "III. (3) Use of part of the over-raised funds to permanently replenish liquidity".
or repayment of bank loans
The amount and formation of the balance of the proceeds is not applicable
cause
The place of implementation of the investment project of the raised funds is not applicable
Changes
Extension of the investment project of the raised funds is not applicable
Other uses of proceeds Not applicable
Ticker Name
Percentage Change
Inclusion Date