Bohai Securities Co., Ltd
About Unigroup Guoxin Microelectronics Co.Ltd(002049)
Verification opinions on using self owned funds to purchase bank financial products
Bohai Securities Co., Ltd. (hereinafter referred to as "Bohai Securities" or "sponsor") is the sponsor of Unigroup Guoxin Microelectronics Co.Ltd(002049) (hereinafter referred to as " Unigroup Guoxin Microelectronics Co.Ltd(002049) " or "company") to publicly issue convertible corporate bonds (hereinafter referred to as "national micro convertible bonds"), In accordance with the measures for the administration of securities issuance and listing recommendation business, 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 other relevant provisions, Unigroup Guoxin Microelectronics Co.Ltd(002049) using its own funds to purchase bank financial products has been carefully and prudently verified. The specific verification opinions are as follows:
1、 Overview of using self owned funds to purchase bank financial products
1. Investment purpose
In order to strengthen cash management and improve the use efficiency of funds, without affecting the normal operation and capital safety of the company, the company and its subsidiaries within the scope of consolidated statements plan to use some temporarily idle self owned funds to purchase short-term Principal Guaranteed bank financial products to improve capital efficiency.
2. Investment quota
The amount of funds to be used shall not exceed 800 million yuan (including this amount), and the funds can be used on a rolling basis within the above amount.
3. Source of funds
Self owned funds temporarily idle by the company and its subsidiaries within the scope of consolidated statements.
4. Investment products
This investment product is a short-term Principal Guaranteed bank financial product with high security, good liquidity and controllable risk. The term of the financial product shall not exceed 12 months. The financial product does not belong to high-risk investment products such as securities investment and derivatives trading stipulated in the self discipline supervision guidelines of Shenzhen Stock Exchange No. 7 - transactions and related party transactions.
5. Investment period
The investment period shall not exceed 12 months from the date of deliberation and approval by the board of directors.
6. Implementation mode
Authorize the management of the company and the principals of relevant subsidiaries to exercise the investment decision-making power and sign relevant agreements and documents within the investment amount and investment period, and the financial department shall implement and handle specific matters in accordance with relevant requirements. 2、 Investment risk analysis and risk control measures
1. Investment risk analysis
Although the financial products to be purchased by the company are short-term principal guaranteed and low-risk varieties, and will intervene in a timely and appropriate manner 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 due to the influence of many factors.
2. For investment risks, the proposed measures are as follows:
The company will carry out financial management business in strict accordance with the requirements of Shenzhen Stock Exchange Stock Listing Rules, Shenzhen Stock Exchange self regulatory guidelines No. 1 - standardized operation of main board listed companies, Shenzhen Stock Exchange self regulatory guidelines No. 7 - transactions and related party transactions, strengthen the analysis and research of relevant financial products, and earnestly implement various internal control systems of the company, Strictly control investment risks.
(1) The board of directors of the company authorizes the management and principals of relevant subsidiaries to exercise the investment decision-making power within the investment amount and period, and sign relevant agreements and documents, which shall be organized and implemented by the financial department of the company. The relevant personnel of the financial department will timely analyze and track the investment direction of financial products and the progress of the project. If the evaluation finds that there are risk factors that may affect the safety of the company's funds, they will take corresponding measures in time to control the investment risk.
(2) The financial management department shall be responsible for the audit and reasonable use of the company's own funds at the end of each quarter, and shall be responsible for the audit of the company's investment and safekeeping of all products according to the principle of reasonable use of the company's own funds at the end of each quarter.
(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.
(4) According to the relevant regulations of Shenzhen Stock Exchange, the company will disclose the investment of financial products and the corresponding profits and losses during the reporting period in the regular report.
3、 Impact on the company
The company has fully estimated and calculated the risks and benefits of the purchase of financial products. The use of funds will not affect the company's daily operation and project construction, which is conducive to improving the use efficiency of idle funds, increasing the company's income and creating more return on investment for the company and shareholders.
4、 Relevant review procedures
(I) deliberations of the board of directors
The company held the 22nd Meeting of the 7th board of directors on May 20, 2022, deliberated and approved the proposal on using self owned funds to purchase bank financial products, and agreed that the company and its subsidiaries within the scope of consolidated statements should use their own funds with a limit of no more than 800 million yuan (including this amount) to purchase short-term Principal Guaranteed bank financial products, and the use period of funds should not exceed 12 months from the date of deliberation and approval by the board of directors, Within the above quota and term, the funds can be used on a rolling basis. And authorize the management of the company and the principals of relevant subsidiaries to exercise the investment decision-making power and sign relevant agreements and documents within the above investment quota and period.
This investment does not involve venture capital and related party transactions, and the investment amount does not exceed 20% of the company's audited net assets in 2021. According to relevant rules and the articles of association, it is not necessary to submit it to the general meeting of shareholders for deliberation within the scope of the approval authority of the board of directors.
(II) opinions of independent directors
The independent directors believe that the company and its subsidiaries within the scope of consolidated statements, without affecting the normal operation and ensuring the safety of funds, use some temporarily idle self owned funds to purchase short-term Principal Guaranteed bank financial products, which is conducive to improving the efficiency of capital use and increasing capital income, will not have an adverse impact on the normal business activities of the company, and is in the interests of the company and all shareholders. The purchase of bank financial products with its own funds has performed the necessary decision-making procedures, and complies with the relevant laws, regulations, normative documents and the relevant provisions of the articles of association. We agree that the company will use no more than 800 million yuan of idle self owned funds to purchase short-term Principal Guaranteed bank financial products.
5、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company's use of some idle self owned funds for entrusted financial management has been deliberated and approved by the board of directors of the company, the independent directors have issued 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 self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board.
In conclusion, the recommendation institution has no objection to the company's use of some idle self owned funds for entrusted financial management. (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 its own funds to purchase bank financial products)
Sponsor representative:
Zhang Rui, Wang Jinlong
Bohai Securities Co., Ltd. May 20, 2022
