Earnings release
Page 1
1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. 上海復旦微電子集團股份有限公司 Shanghai Fudan Microelectronics Group Company Limited* (a joint stock limited company incorporated in the People’ s Republic of China) (Stock Code: 1385) 2025 THIRD QUARTERLY REPORT The board of directors (the “Board”) of Shanghai Fudan Microelectronics Group Company Limited (the “Company”) is pleased to announce the third quarterly unaudited consolidated results of the Company and its subsidiaries (the “Group”) prepared in accordance with China Accounting Standards for Business Enterprises for the nine months ended 30 September 2025. This announcement is made pursuant to the Inside Information Provisions under Part XIV A of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) and Rules 13.09(2) and 13.10B of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited. IMPORTANT NOTICE: The Board, the supervisory committee, the directors (the “Directors”), supervisors and the senior management of the Company warrant the truthfulness, accuracy and completeness of the contents of this quarterly report and accept responsibility severally and jointly for any false statement, misleading representation herein or material omission herefrom. The legal representative, principal in charge of accounting and head of accounting department (Accounting Chief) of the Company warrant the truthfulness, accuracy and completeness of the financial information of this quarterly report. The third quarterly financial statements were unaudited or not Yes ✓ No
Page 2
2 1. PRINCIPAL ACCOUNTING DATA (1) Principal accounting data and key financial indicators RMB0’000 Item Reporting Period Change as compared with the corresponding period of last year (%) From the beginning of the year to the end of the Reporting Period Change from the beginning of the year to the end of the Reporting Period as compared with the same period of last year (%) Revenue 118,559.41 33.28 302,444.51 12.70 Total profit 13,434.26 96.03 30,686.79 -25.63 Net profits attributable to shareholders of the parent company 13,667.57 72.69 33,028.98 -22.69 Net profits attributable to shareholders of the parent company after deducting non- recurring profit or loss 12,075.46 59.22 30,306.72 -21.21 Net cash flows from operating activities N/A N/A 41,910.49 263.30 Basic earnings per share (RMB/share) 0.16 60.00 0.40 -23.08 Diluted earnings per share (RMB/share) 0.16 60.00 0.40 -23.08 Weighted average return on net asset (%) 2.25 Increased by 0.84 percentage point 5.45 Reduced by 2.31 percentage point Total research and development investment 26,179.13 -13.22 79,492.67 -11.61 Percentage of research and development investment over revenue (%) 22.08 Decreased by 11.83 percentage point 26.28 Decreased by 7.23 percentage point
Page 3
3 As at the end of the Reporting Period As at the end of last year Change as compared with last year (%) Total assets 928,404.73 904,111.28 2.69 Total equity attributable to shareholders of the parent company 617,679.45 589,408.50 4.80 Note: “Reporting Period” means and hereinafter referred to the 3-month period from the beginning to the end of the current quarter. A. Overview of revenue and net profit 1. Situation of the period from January to September 2025 For the period from January to September 2025, the revenue of the Group was approximately RMB3,024 million which representing an increase of approximately 12.70% over the same period of last year. The net profits attributable to shareholders of the parent company were approximately RMB330 million which representing a decrease of approximately 22.69% as compared with the same period of last year. The net profits attributable to shareholders of the parent company after deducting non-recurring profit or loss were approximately RMB303 million which representing a decrease of approximately 21.21% as compared with the same period of last year. The revenue of each product line was: approximately RMB631 million for security and identification IC chips; approximately RMB783 million for non-volatile memory; approximately RMB386 million for smart meter chips; approximately RMB1,116 million for FPGA and other products; and approximately RMB108 million for testing services (after consolidation elimination). The comprehensive gross profit margin of products for the period from January to September increased from 55.05% to 58.47% as compared with the same period of last year. 2. Situation of the period from July to September 2025 For the period from July to September 2025, the revenue of the Group was approximately RMB1,186 million which representing an increase of approximately 33.28% as compared with the same period of last year. The net profits attributable to shareholders of the parent company were approximately RMB137 million which representing an increase of approximately 72.69% as compared with the same period of last year. The net profits attributable to shareholders of the parent company after deducting non- recurring profit or loss were approximately RMB121 million which representing an increase of approximately 59.22% as compared with the same period of last year. The revenue of each product line was: approximately RMB239 million for security and identification IC chips; approximately RMB343 million for non-volatile memory; approximately RMB139 million for smart meter chips; approximately RMB433 million for FPGA and other products; and approximately RMB32 million for testing services (after consolidation elimination). The comprehensive gross profit margin of products for the period from July to September increased from 52.15% to 61.06% as compared with the same period of last year.
Page 4
4 B. Analysis of key factors impacting net profit for January to September 2025 From January to September 2025, the Group expanded new products actively across its product lines within keen competitive market segments, thereby consolidated or increased its market share. Revenue from all product lines increased, except non-volatile memory; overall gross profit also increased when compared to the same period of last year, which driven by product mix optimisation. Concurrently, provisions for inventory impairment increased due to factors including lower-than-expected demand for certain products in the inventory and the increasing inventory ageing. Due to changes in the supply chain and customer demand, certain capitalised research and development projects are no longer expected to generate the anticipated economic benefits in the future. Consequently, the research and development expenditure was written off or impaired against the related intangible assets. Other income decreased due to the decrease in the amount of input tax credits of IC enterprise value-added tax and the decrease in the government subsidy of special project acceptance. Consequently, the net profits attributable to the parent company declined during the period from January to September 2025. (2) Non-recurring profit or loss items and amounts RMB Item Amount of the Reporting Period Amount from the beginning of the year to the end of the Reporting Period Gains or losses from disposal of non-current assets, includes reversal of provision for impairment of assets 433,110.62 455,385.05 Government grants recognized in the current period's profit or loss, except for those government grants that are closely related to the Company's normal business operations, in compliance with national policies and in accordance with standards, and have a continuing impact on the Company's profit or loss 16,410,755.11 26,388,358.86 Gains and losses arising from changes in the fair value of financial assets and financial liabilities held by non-financial corporations and gains and losses arising from the disposal of financial assets and financial liabilities, except for effective hedging operations related to the Company's normal business operations 847,624.59 2,717,259.89 Non-operating income and expenses other than the above items -1,324,014.37 -1,327,209.06 Less:Income tax effect 104,569.78 215,984.26 Minority interest effect (after tax) 341,789.93 795,227.48 Total 15,921,116.24 27,222,583.00
Page 5
5 Explanation of items recognized as non-recurring profit or loss items which are not listed in “Interpretative Announcement No. 1 - Non-Recurring Profit or Loss of Companies with Public Offerings” and the amount of such items is material and items; and items recognized as recurring profit or loss items which are listed in “Interpretative Announcement No. 1 - Non-Recurring Profit or Loss of Companies with Public Offerings”. Applicable ✓ Not applicable (3) Changes and the reasons of changes in principal accounting data and key financial indicators ✓ Applicable Not applicable Item Change (%) Main Reasons Revenue (the Reporting Period) 33.28 This was mainly attributable to increased sales of the Company's non-volatile memory and FPGA chips. Total profit (the Reporting Period) 96.03 These were mainly attributable to the growth in revenue and gross profit from the Company's non-volatile memory and FPGA chips, resulting in an overall increase in profit. Net profits attributable to shareholders of the parent company (the Reporting Period) 72.69 Net profits attributable to shareholders of the Company after deducting non-recurring profit or loss (the Reporting Period) 59.22 Basic earnings per share (the Reporting Period) 60.00 Diluted earnings per share (the Reporting Period) 60.00 Net cash flows from operating activities (from the beginning of the year to the end of the Reporting Period) 263.30 This was mainly attributable to the increase in cash received from the sale of products.
Page 6
6 2. SHAREHOLDERS INFORMATION The table below sets out the total number of ordinary shareholders, the number of preference shareholders whose voting rights have been restored, and the shareholding status of the top 10 shareholders. Share Total number of ordinary shareholders at the end of the Reporting Period 27,467 Total number of preference shareholders whose voting rights have been restored at the end of the Reporting Period (if any) N/A Top 10 shareholders Name of shareholders Nature of shareholders Number of shares held % held Number of shares held with selling restriction Number of restricted shares including refinancing or lending shares Status on charges, pledges or frozen Status of shares Number HKSCC Nominees Limited Foreign entity 284,260,830 34.61 Unknown Shanghai Fuxin Fangao IC Technology Co. Ltd. State-owned entity 106,730,000 12.99 Nil Shanghai Fudan Fukong Technology Enterprise Holdings Limited State-owned entity 101,732,384 12.38 Nil Shanghai Zhengben Corporate Management Consultant Partnership Enterprise (limited partnership) Domestic non- state-owned entity 20,783,465 2.53 Pledged 20,783,465 CITIC Securities Co., Ltd. – Harvest Shanghai STAR Market Semiconductor Exchange-Traded Fund Securities Investment Fund Other 7,317,733 0.89 Nil Shi Lei Domestic natural person 7,210,000 0.88 Nil Jiang Guoxing Domestic natural person 7,210,000 0.88 Nil Hong Kong Securities Clearing Company Limited Foreign entity 6,804,268 0.83 Nil Agricultural Bank of China Limited – Southern Military Industry Reform Flexible Allocation Hybrid Securities Investment Fund Other 6,422,734 0.78 Nil Agricultural Bank of China Limited - CSI 500 Traded Open-End Index Securities Investment Fund Other 4,734,652 0.58 Nil
Page 7
7 Share Shareholdings of the top 10 shareholders which not subject to selling restrictions Name of shareholders Number of shares in circulation without any selling restrictions Type and number of shares Type Number HKSCC Nominees Limited 284,260,830 Overseas listed foreign invested shares 284,260,830 Shanghai Fuxin Fangao IC Technology Co. Ltd. 106,730,000 RMB ordinary shares 106,730,000 Shanghai Fudan Fukong Technology Enterprise Holdings Limited 101,732,384 RMB ordinary shares 101,732,384 Shanghai Zhengben Corporate Management Consultant Partnership Enterprise (limited partnership) 20,783,465 RMB ordinary shares 20,783,465 CITIC Securities Co., Ltd. – Harvest Shanghai STAR Market Semiconductor Exchange-Traded Fund Securities Investment Fund 7,317,733 RMB ordinary shares 7,317,733 Shi Lei 7,210,000 RMB ordinary shares 7,210,000 Jiang Guoxing 7,210,000 RMB ordinary shares 7,210,000 Hong Kong Securities Clearing Company Limited 6,804,268 RMB ordinary shares 6,804,268 Agricultural Bank of China Limited – Southern Military Industry Reform Flexible Allocation Hybrid Securities Investment Fund 6,422,734 RMB ordinary shares 6,422,734 Agricultural Bank of China Limited - CSI 500 Traded Open-End Index Securities Investment Fund 4,734,652 RMB ordinary shares 4,734,652 Details relating to the related relationship of the above shareholders or the parties acting in concert The Company is not aware whether other shareholders have related relationship or acting-in-concert arrangements. Description of the top 10 shareholders and the top 10 unrestricted shareholders participating in margin trading and securities lending and refinancing business (if any) N/A Note1: As at the end of the Reporting Period, the total number of A Shares shareholders is 27,456 and H Shares shareholders is 11. Note2: Shares held by HKSCC Nominees Limited are held on behalf of its clients. As 4,000 H shares held by individual shareholder(s) were in transit and have not registered for transfer, the number of shares held by HKSCC Nominees Limited from the record of the Company’s share registrar as at 30 September 2025 was 284,264,830 shares which has a difference of 4,000 shares. As the relevant rules of the Hong Kong Stock Exchange do not require clients to report whether the shares that they hold are charged, pledged or frozen, thus it is unable to provide statistics on the number of shares that have been charged, pledged or frozen. Note3: All shares owned by Shanghai Zhengben Corporate Management Consultant Partnership Enterprise (limited partnership) are under judicial frozen/tagging. For details, please refer to the share frozen/waiting list announcement of the shareholder for each period.
Page 8
8 Shareholders holding more than 5% of the shares, the top 10 shareholders and the top 10 shareholders not subject to selling restrictions participating in the securities lending and refinancing business Applicable ✓ Not applicable Changes in the top 10 shareholders and top 10 shareholders not subject to selling restrictions compared with the previous period due to lending/repatriation of refinancing facilities Applicable ✓ Not applicable 3. OTHER REMINDERS Other important information about the Company’s operating conditions during the reporting period that need to remind investors Applicable ✓ Not applicable 4. QUARTERLY FINANCIAL STATEMENTS (1) Audit opinion Applicable ✓ Not applicable (2) Financial statements Consolidated Balance Sheet 30 September 2025 RMB Item 30 September 2025 31 December 2024 (Unaudited) (Audited) Current assets: Cash at bank and on hand 1,050,449,454.55 1,087,494,485.36 Financial assets held for trading 160,176,829.91 140,423,986.11 Notes receivables 252,571,462.85 298,713,176.51 Accounts receivable 2,065,308,806.25 1,493,805,646.24 Receivables for financing 161,549,722.76 146,984,229.37 Prepayments 233,346,676.12 113,644,331.24 Other receivables 8,948,165.70 9,833,164.05 Inventories 2,990,463,659.92 3,134,456,903.75 Other current assets 43,448,307.98 55,622,669.89 Total current assets 6,966,263,086.04 6,480,978,592.52 Non-current assets: Long-term equity investments 50,615,972.04 54,181,165.60 Investment in other equity instruments 34,684,059.68 34,816,060.94 Fixed assets 1,460,296,950.17 1,567,673,557.56 Construction in progress 91,129,694.51 54,802,756.87 Right-of-use assets 25,715,934.56 21,412,383.49 Intangible assets 128,957,267.72 197,495,198.20
Page 9
9 Development costs 388,771,798.53 502,272,190.99 Long-term prepaid expenses 54,900,692.96 50,444,603.53 Deferred tax assets 23,684,464.04 12,150,568.25 Other non-current assets 59,027,377.24 64,885,721.14 Total non-current assets 2,317,784,211.45 2,560,134,206.57 Total assets 9,284,047,297.49 9,041,112,799.09 Current liabilities: Short-term borrowings 626,000,000.00 1,071,872,039.08 Accounts payable 301,077,467.67 234,621,512.71 Contract liabilities 133,571,666.04 103,194,260.37 Employee benefits payable 144,738,785.35 164,318,991.66 Taxes payables 64,901,421.32 38,398,088.82 Other payables 56,480,351.90 76,683,635.99 Non-current liabilities due within one year 310,581,709.25 368,203,159.44 Other current liabilities 182,118,016.45 167,099,502.06 Total current liabilities 1,819,469,417.98 2,224,391,190.13 Non-current liabilities: Long-term borrowings 609,672,485.00 239,863,539.60 Lease liabilities 17,754,870.59 8,582,179.88 Deferred income 24,640,846.32 20,516,501.67 Deferred tax liabilities 3,638,428.56 3,638,465.02 Total non-current liabilities 655,706,630.47 272,600,686.17 Total liabilities 2,475,176,048.45 2,496,991,876.30 Owners’ equity (or shareholders’ equity): Paid-in capital (or share capital) 82,142,730.00 82,142,730.00 Capital reserve 1,901,371,115.95 1,882,822,116.58 Other comprehensive income 15,795,994.25 16,211,183.24 Surplus reserve 41,071,365.00 41,071,365.00 Undistributed profits 4,136,413,287.20 3,871,837,648.79 Total equity attributable to owners of the parent company (or shareholders’ equity) 6,176,794,492.40 5,894,085,043.61 Minority interests 632,076,756.64 650,035,879.18 Total owners’ equity (or shareholders’ equity) 6,808,871,249.04 6,544,120,922.79 Total liabilities and owners’ equity (or shareholders’ equity) 9,284,047,297.49 9,041,112,799.09
Page 10
10 Consolidated Income Statement From January to September 2025 RMB Item For the three quarters from January to September 2025 2024 (Unaudited) (Unaudited) I. Total revenue 3,024,445,138.32 2,683,645,341.52 Including revenue 3,024,445,138.32 2,683,645,341.52 II. Total operating costs 2,559,345,372.25 2,345,249,471.94 Including: Cost of sales 1,255,996,089.32 1,206,313,479.14 Taxes and surcharges 20,290,537.66 6,874,405.37 Selling expenses 185,564,416.76 182,186,292.71 Administrative expenses 127,474,628.14 115,125,159.57 Research and development expenses 946,503,913.93 803,837,831.02 Finance costs 23,515,786.44 30,912,304.13 Including: Interest expenses 29,183,079.12 32,123,811.70 Interest income 12,727,491.66 12,547,091.12 Add: Other income 65,883,352.81 142,132,898.21 Investment income (loss is expressed with negative value) 16,771.45 -90,330.10 Including: Investment loss from associates and joint venture -2,911,586.13 -2,916,608.07 Gains from change in fair value (loss is expressed with negative value) -247,156.20 50,000.00 Credit impairment loss (loss is expressed with negative value) -22,531,157.98 -32,952,034.21 Asset impairment loss (loss is expressed with negative value) -200,481,815.07 -36,896,810.16 Gains on disposal of assets 455,385.05 2,446,396.32 III. Operating profits 308,195,146.13 413,085,989.64 Add: Non-operating income 23,156.48 54,200.92 Less: Non-operating expenses 1,350,365.54 500,037.76 IV . Total profit 306,867,937.07 412,640,152.80 Less: Income tax expenses -5,462,762.80 1,702,659.38 V . Net profit 312,330,699.87 410,937,493.42 (1) Classified by continuity of operations Net profits from continuing operation 312,330,699.87 410,937,493.42 (2) Classified by ownership of the equity 1. Net profits attributable to shareholders of the parent company 330,289,822.41 427,239,183.99 2. Gain or loss of minority interests (loss is expressed with negative value) -17,959,122.54 -16,301,690.57 VI. Other comprehensive income, net of tax -415,188.99 -230,257.50
Page 11
11 Other comprehensive income, net of tax, attributable to shareholders of the parent company -415,188.99 -230,257.50 Other comprehensive income that will be reclassified to profit or loss -415,188.99 -230,257.50 Exchange differences arising from translation of foreign currency denominated financial statements -415,188.99 -230,257.50 VII. Total comprehensive income 311,915,510.88 410,707,235.92 (I) Total comprehensive income attributable to shareholders of the parent company 329,874,633.42 427,008,926.49 (II) Total comprehensive income attributable to minority interests -17,959,122.54 -16,301,690.57 VIII. Earnings per share: (I) Basic earnings per share (RMB/share) 0.40 0.52 (II) Diluted earnings per share (RMB/share) 0.40 0.52 For the business combination under common control effected in the current period, the net profit recognized by the merged party before the combination was RMB0, and the net profit recognized by the merged party in the previous period was RMB0. Consolidated Statement of Cash Flows From January to September 2025 RMB Item For the three quarters from January to September 2025 2024 (Unaudited) (Unaudited) I. Cash flows generated from operating activities: Cash received from sale of goods or rendering of services 2,612,889,051.18 2,337,629,763.05 Refund of taxes and surcharges 33,705,902.15 17,698,741.71 Cash received relating to other operating activities 50,105,226.91 66,335,714.58 Sub-total of cash inflows from operating activities 2,696,700,180.24 2,421,664,219.34 Cash paid for goods and services 1,085,293,548.07 1,149,970,784.94 Cash paid to and on behalf of employees 788,969,155.28 930,860,658.62 Payments of taxes and surcharges 203,069,725.54 42,616,303.74 Cash paid relating to other operating activities 200,262,875.77 182,856,568.48 Sub-total of cash outflow from operating activities 2,277,595,304.67 2,306,304,315.78
Page 12
12 Net cash flows generated from operating activities 419,104,875.58 115,359,903.56 II. Cash flows generated from investing activities Net cash received from disposal of investments 1,043,197,318.10 761,342,401.28 Net cash received from return of investments 2,195,502.80 233,005.54 Net cash recovered from disposal of fixed assets, intangible assets and other long-term assets 647,455.00 2,130,450.81 Other cash received relating to other investment activities 749,883.04 1,647,067.74 Sub-total of cash inflows from investment activities 1,046,790,158.94 765,352,925.37 Cash paid to acquire fixed assets, intangible assets and other long-term assets 198,119,090.40 241,664,515.45 Cash paid for investments 1,043,000,000.00 1,030,000,000.00 Sub-total of cash outflows from investment activities 1,241,119,090.40 1,271,664,515.45 Net cash flows from investment activities -194,328,931.46 -506,311,590.08 III. Cash flows generated from financing activities: Cash received from financing activities - 14,541,402.41 Cash received from loans obtained 1,046,372,000.00 1,058,089,293.68 Sub-total of cash inflow from financing activities 1,046,372,000.00 1,072,630,696.09 Cash repayments of borrowings 1,176,692,039.08 823,763,886.93 Cash paid for distribution of dividends, profit or interest expenses 93,106,354.32 121,882,457.15 Other cash paid relating to financing activities 12,365,431.51 15,730,351.48 Sub-total of cash outflow from financing activities 1,282,163,824.91 961,376,695.56 Net cash flows generated from financing activities -235,791,824.91 111,254,000.53 IV . Effect of changes in foreign exchange rate on cash and cash equivalents -5,946,527.79 -9,471,234.54 V . Net increase in cash and cash equivalents -16,962,408.59 -289,168,920.54 Add: Balance of cash and cash equivalents at the beginning of the period 1,063,300,787.15 992,924,996.96 VI. Balance of cash and cash equivalents at the end of the period 1,046,338,378.56 703,756,076.42 Particulars on adjustment to relevant items in the financial statements as at the beginning of the year according to new accounting standards or standard interpretations since 2025. Applicable ✓ Not applicable
Page 13
13 By order of the Board Shanghai Fudan Microelectronics Group Company Limited* Chairman Mr. Zhang Wei Shanghai, the PRC, 28 October 2025 As at the date of this announcement, the Company’s executive Directors are Mr. Zhang Wei and Mr. Shen Lei; non-executive Directors are Ms. Yan Na, Mr. Zhuang Qifei, Ms. Zhang Rui and Mr. Song Jiale, and independent non-executive Directors are Ms. Shi Yanling, Ms. Wang Meijuan and Mr. Hu Xue. * For identification purpose only