Shanghai Fudan Microelectronics Group Co.Ltd(688385) : prior approval opinions of independent non-executive directors on matters related to the 30th meeting of the eighth board of directors

Shanghai Fudan Microelectronics Group Co.Ltd(688385)

Report of independent non-executive directors on the 32nd meeting of the 8th board of directors

Prior approval opinions on relevant matters

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As independent non-executive directors of Shanghai Fudan Microelectronics Group Co.Ltd(688385) (hereinafter referred to as "the company") and based on the independent and objective position, in accordance with the requirements of normative documents such as the rules for independent directors of listed companies, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, the Shanghai Fudan Microelectronics Group Co.Ltd(688385) articles of association and so on, The company reviewed in advance the proposal on the renewal of the company's domestic and foreign audit institutions in 2022 considered at the 32nd meeting of the eighth board of directors to be held on March 18, 2022, and issued the following prior approval opinions:

We believe that Ernst & Young Huaming Certified Public Accountants (special general partnership) has the qualification and professional competence to engage in relevant securities business, has rich experience and professional quality in the audit of listed companies, has sufficient independence, integrity and investor protection ability, and has rich domestic and overseas audit experience, which can meet the requirements of the company's financial statement audit and internal control audit.

We agree to submit the proposal to the 32nd meeting of the 8th board of directors of the company for deliberation.

[no text below, signature page]

[there is no text on this page, which is the signature page of the independent non-executive director's prior approval opinions on matters related to the 32nd meeting of the 8th board of directors]

Guo licao, Zhong Yong, Cai Minyong, Wang pin

[there is no text on this page, which is the signature page of the independent non-executive director's prior approval opinions on matters related to the 32nd meeting of the 8th board of directors]

Guo licao, Zhong Yong, Cai Minyong, Wang pin

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