Shanghai Fudan Microelectronics : PROXY FORM FOR H SHAREHOLDERS' CLASS MEETING

(a joint stock limited company incorporated in the People's Republic of China)

(Stock Code: 1385)

PROXY FORM FOR H SHAREHOLDERS' CLASS MEETING

I/We (note 1)

of		(note 1)
being the registered holder(s) of (note 2)			shares

of RMB0.10 each in SHANGHAI FUDAN MICROELECTRONICS GROUP COMPANY LIMITED (the

"Company"), hereby appoint (note 3)
of	or failing him, the

Chairman of the meeting as my/our proxy to attend and act for me/us at the H shareholders' class meeting (the "H shareholders' class meeting") to be held at Building 4, Lane 127, Guotai Road, Shanghai, the People's Republic of China on 2 June 2021 at 11:00 a.m. (or immediately after the conclusion of the Domestic Shareholders' Meeting held at 10:30 a.m. on the same date and at the same place, whichever is the later) and to vote at such meeting in respect of the resolutions as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit.

		Special Resolutions	For (note 4)	Against (note 4)
1.	To extend the validity period of the resolution in respect
	of the proposed A Share Offering
2.	To extend the authorisations granted to the Board to
	handle all matters relating to the IPO and listing of A
	Shares
Signature(s) (note 5):			Date:			2021

Notes:

1. Please insert full name(s) and address(es) in block capitals.
2. Please indicate clearly the number of shares in the Company registered in your name(s) in respect of which the proxy is so appointed. If no such number is inserted, the proxy will be deemed to be appointed in respect of all the shares in the Company registered in your name(s).
3. Where the proxy appointed is not the Chairman of the meeting, please cross out "or failing him, the Chairman of the meeting" and fill in name(s) and address(es) of the proxy in the space provided. Each shareholder is entitled to appoint one or more than one proxy to attend and vote at the H shareholders' class meeting on his behalf. The proxy needs not be a member of the Company.
4. Important: if you wish to vote for the resolution, tick in the box marked "For". If you wish to vote against the resolution, tick in the box marked "Against". Failure to tick any box will entitle your proxy to cast your vote at his discretion.
5. This form of proxy must be signed by you or your attorney duly authorised in writing (in this case, the power of attorney must be notarially certified) or, in the case of a corporation or institution, either under the seal or under the hand of any director or attorney duly authorised in writing.
6. To be valid, this proxy form and, if such proxy form is signed by a person under a power of attorney or other authority on behalf of the appointor, a notarially certified copy of that power of attorney or other authority (if applicable), must be deposited not less than 24 hours before the time appointed for the holding of the H shareholders' class meeting at the Company's Share Registrar in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as stipulated in the proxy form.
7. Any alteration made to this proxy form must be initialled by the person(s) who sign(s) it.
8. Completion and delivery of the form of proxy will not preclude a member from attending and voting in person at the H shareholders' class meeting if the member so desires, and in such event, the instrument appointing a proxy shall be deemed to be revoked.
9. Further details of the above resolutions are set out in the circular of the Company dated 29 April 2021.

* For identification purpose only