Bohai Securities Co., Ltd
About Unigroup Guoxin Microelectronics Co.Ltd(002049)
Verification opinions on cash management with idle raised funds
Bohai Securities Co., Ltd. (hereinafter referred to as “Bohai Securities” or “sponsor”) as the sponsor of Unigroup Guoxin Microelectronics Co.Ltd(002049) (hereinafter referred to as ” Unigroup Guoxin Microelectronics Co.Ltd(002049) ” or “company”) for public issuance of convertible corporate bonds (hereinafter referred to as “national micro convertible bonds”), in accordance with the administrative measures for the recommendation business of securities issuance and listing Relevant provisions such as the Listing Rules of Shenzhen Stock Exchange, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, and the guidelines for the self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board of Shenzhen Stock Exchange have carefully and prudently verified the cash management of Unigroup Guoxin Microelectronics Co.Ltd(002049) using the funds raised by public issuance of convertible corporate bonds, Specific verification opinions are as follows:
1、 Basic information of raised funds
With the approval of the reply on approving Unigroup Guoxin Microelectronics Co.Ltd(002049) public issuance of convertible corporate bonds (zjxk [2021] No. 1574) issued by China Securities Regulatory Commission, the company publicly issued 15 million convertible corporate bonds in June 2021, each with a face value of RMB 100, and the total amount of raised funds was RMB 150 million, deducting underwriting fees, recommendation fees, audit fees, lawyer fees Information disclosure fees and other issuance expenses were RMB 121234 million, and the net amount of funds actually raised was RMB 14878766 million. As of June 17, 2021, all the above raised funds have been in place. The availability of the raised funds has been verified by zhongtianyun Certified Public Accountants (special general partnership) and issued the capital verification report (zhongtianyun [2021] Yan Zi No. 90047). The company opened a special account for the raised funds, stored the above raised funds in a special account, and signed a tripartite and quadripartite supervision agreement for the raised funds with the sponsor and the commercial bank storing the raised funds.
According to the prospectus of this public offering of convertible corporate bonds, the raised funds will be used for “new high-end safety series chip R & D and industrialization project”, “vehicle controller chip R & D and industrialization project” and supplementary working capital after deducting the issuance expenses. The project implementation subject is Ziguang Tongxin Microelectronics Co., Ltd. (hereinafter referred to as “Tongxin microelectronics”), a wholly-owned subsidiary of the company. The details are as follows:
Unit: 10000 yuan
Sequence project name total investment amount raised funds after adjustment raised funds No. committed investment amount proposed investment amount
1 new high-end security series chip R & D 765958960 Shenzhen Zhenye(Group)Co.Ltd(000006) 000000 and industrialization project
2 on board controller chip R & D and industrialization 567016245 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 500000 project
3. Supplementary working capital 45 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 5 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 378766
Total 17829751150 Ping An Bank Co.Ltd(000001) 4878766
Note: according to the net amount of funds raised from the public offering of convertible corporate bonds, the company adjusted the amount of funds raised to be invested in the “supplementary working capital” project to 4378766 million yuan, and the insufficient part shall be raised by the company itself.
2、 Use of raised funds and idle reasons
At present, Tongxin micro is orderly promoting fund-raising investment projects in accordance with the fund-raising investment plan. The fund-raising projects have used a total of 693090900 yuan of raised funds and used idle raised funds to temporarily supplement the working capital of 150 million yuan. As of April 30, 2022, the total balance of the company’s special account for raised funds was 658129300 yuan (including interest income). See the following table for details:
Unit: Yuan
Deposit bank account name bank account No. raised fund balance
Ping An Bank Co.Ltd(000001) beiziguang Guoxin Microelectronics Co., Ltd. 1517704741 Hunan Investment Group Co.Ltd(000548) 2323620 Beijing Branch Company
Ping An Bank Co.Ltd(000001) beiziguang Tongxin Microelectronics Co., Ltd. 1515161718006632364812839 Beijing Branch
China Merchants Bank Co.Ltd(600036) beiziguang Guoxin Microelectronics Co., Ltd. 110909514610902385839874 Beijing Branch Company
China Merchants Bank Co.Ltd(600036) beiziguang Tongxin Microelectronics Co., Ltd. 11090217631050232579949483 Beijing Branch
Postal Savings Bank of China Ziguang Guoxin Microelectronics Co., Ltd. 9110080100016991300.00 Co., Ltd. Beijing Changping District sub branch company
Total 65812925816
As the construction of the raised investment project needs a certain period, the funds need to be invested gradually. According to the construction progress of the raised investment project, it is expected that some of the raised funds will be temporarily idle in the next 12 months. In order to improve the use efficiency of the raised funds, the company plans to use part of the temporarily idle raised funds for cash management without affecting the normal progress of the investment plan of the raised funds and the safety of the raised funds.
3、 Basic information of cash management using idle raised funds this time
1. Cash management purpose
In order to improve the use efficiency of the raised funds and increase the investment income, under the condition of ensuring that the normal progress of the investment plan of the raised funds and the safety of the raised funds are not affected, the temporarily idle raised funds are reasonably used to create more investment returns for the company and shareholders.
2. Cash management limit and term
The company plans to use no more than 500 million yuan (including this amount) of temporarily idle raised funds for cash management. The cash management period shall not exceed 12 months from the date of deliberation and approval by the board of directors of the company, and will be returned to the special account for raised funds in time after expiration. Within the above limit and period, the funds used for cash management can be recycled and used on a rolling basis. And authorize the company and the management of Tongxin micro to exercise the investment decision-making power and sign relevant agreements and documents within the above investment quota and period.
3. Investment varieties
This investment product is a short-term principal guaranteed financial product with high security, good liquidity and controllable risk. It does not belong to high-risk investment products such as securities investment and derivatives trading. The term of investment products shall not exceed 12 months.
The above investment products shall not be pledged, and the special product settlement account (if applicable) shall not deposit non raised funds or be used for other purposes. If the special product settlement account is opened or cancelled, the company will make a timely announcement.
4. Information disclosure
The company will timely fulfill the obligation of information disclosure in accordance with the relevant requirements of the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and so on. 4、 Investment risk analysis and risk control measures
(I) investment risk analysis
1. Although the above cash management varieties to be invested belong to low-risk investment varieties with high safety and good liquidity, and the company will intervene in a timely and appropriate amount according to the economic situation and changes in the financial market, the investment risk caused by extreme changes in the financial market is not ruled out because the financial market is affected by many factors.
2. The actual return of short-term investment is unpredictable.
(II) risk control measures
The company uses idle raised funds for cash management, and there is no behavior of changing the purpose of raised funds in disguise. The company will carry out cash management in strict accordance with the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines of Shenzhen Stock Exchange No. 1 – standardized operation of main board listed companies, and the self regulatory guidelines of Shenzhen Stock Exchange No. 7 – transactions and related party transactions, and will strengthen the analysis and research of cash management products and seriously implement various internal control systems of the company, Strictly control investment risks.
(1) The financial department of the company is responsible for the organization and implementation of cash management. Relevant personnel will timely analyze and track the investment direction of cash management products and the progress of the project. If risk factors that may affect the safety of the company’s funds are found in the assessment, corresponding measures will be taken in time to control investment risks.
(2) The Audit Department of the company is responsible for auditing and supervising the use and custody of the raised funds for cash management, conducting regular comprehensive inspection on all cash management products, reasonably predicting the possible gains and losses of various investments according to the principle of prudence, and reporting to the audit committee.
(3) Independent directors and the board of supervisors have the right to supervise and inspect the use of funds, and can hire professional institutions to audit if necessary.
5、 Impact on the company
On the premise of ensuring the normal construction of the raised funds project, the company uses some temporarily idle raised funds for cash management, which will not affect the effective implementation of the raised investment project, change the purpose of the raised funds in a disguised manner, and damage the interests of the company and all shareholders, which is conducive to improving the use efficiency of the raised funds, increasing the company’s income and creating more investment returns for the company and shareholders.
6、 Review procedures for implementation
1. Deliberations of the board of directors
The 22nd Meeting of the 7th board of directors held on May 20, 2022 deliberated and approved the proposal on using idle raised funds for cash management, and agreed that the company should use no more than 500 million yuan (including this amount) of temporarily idle raised funds for cash management. The cash management period should not exceed 12 months from the date of deliberation and approval of this board of directors. Within the above amount and period, Funds can be recycled and used on a rolling basis.
If the amount of investment involved in the 2021 annual general meeting of the company does not need to be reviewed and approved by the board of directors, the investment amount does not need to be submitted to the 2021 annual general meeting of the company, and the related matters do not need to be reviewed and approved by the board of directors.
2. Deliberation of the board of supervisors
At the 16th meeting of the 7th board of supervisors held on May 20, 2022, the company deliberated and adopted the proposal on cash management with idle raised funds, and expressed the following opinions:
After review, the board of supervisors believes that under the condition of ensuring that the normal progress of the investment plan of the raised funds and the safety of the raised funds are not affected, the company uses some idle raised funds for cash management, which will not affect the normal construction of the investment projects of the raised funds, and there is no behavior of changing the purpose of the raised funds in a disguised manner, which is conducive to improving the use efficiency of the raised funds and increasing the investment income, and there is no situation damaging the interests of the company and all shareholders, In compliance with relevant laws and regulations, normative documents, articles of association and other relevant provisions, the board of supervisors agreed that the company would use idle raised funds of no more than RMB 500 million for cash management.
3. Independent opinions expressed by independent directors
We believe that the company’s use of idle raised funds for cash management without affecting the normal progress of the investment plan of raised funds and the safety of raised funds is conducive to improving the use efficiency of raised funds and increasing investment income. There is no situation of changing the use of raised funds in a disguised manner, which is in line with the interests of the company and all shareholders. The use of idle raised funds for cash management has fulfilled the necessary decision-making procedures, and complies with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self discipline supervision of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the company’s measures for the management of raised funds. There is no damage to the company and its shareholders Especially the interests of minority shareholders. We agree that the company will use no more than 500 million yuan of idle raised funds for cash management.
7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s use of some idle raised funds for cash management has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have expressed their independent opinions with explicit consent and fulfilled the necessary deliberation procedures, Comply with the relevant provisions of normative documents such as the stock listing rules of Shenzhen Stock Exchange, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and there is no situation of changing the use of raised funds in a disguised manner and damaging the interests of shareholders, It will not affect the normal implementation of the investment project with raised funds.
In conclusion, the recommendation institution has no objection to the cash management of the company using some idle raised funds this time. (no text below)
(there is no text on this page, which is the signature page of the verification opinions of Bohai Securities Co., Ltd. on Unigroup Guoxin Microelectronics Co.Ltd(002049) using idle raised funds for cash management)
Sponsor representative:
Zhang Rui, Wang Jinlong
Bohai Securities Co., Ltd
