Securities code: Unigroup Guoxin Microelectronics Co.Ltd(002049) securities abbreviation: Unigroup Guoxin Microelectronics Co.Ltd(002049) Announcement No.: 2022020
Bond Code: 127038 bond abbreviation: National micro convertible bond
Unigroup Guoxin Microelectronics Co.Ltd(002049)
The subsidiary intends to participate in the joint bidding and cooperative construction of liuxiandong seventh neighborhood, Nanshan District
Announcement of t5010106 plot
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. Unigroup Guoxin Microelectronics Co.Ltd(002049) (hereinafter referred to as “the company”), a wholly-owned subsidiary of Shenzhen Guowei Electronics Co., Ltd. (hereinafter referred to as “Shenzhen Guowei”) plans to form a consortium with nine other enterprises to jointly participate in the listing and bidding for the use right of state-owned construction land in plot t5010106, liuxiandong seventh neighborhood, Nanshan District, and carry out cooperative construction and development on this plot. Shenzhen Guowei expects the total amount of land transfer fees and future construction involved in the project to be about RMB 384 million (the above amount is the estimated amount, and the specific amount shall be subject to the actual amount).
2. The capital source of this transaction is the self owned capital of Shenzhen Guowei, which does not constitute a connected transaction or a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
3. As the actual bidding price and construction cost cannot be determined at present, the company will timely perform the examination and approval procedures and information disclosure obligations according to the progress of this investment and the provisions and requirements of relevant laws, regulations, normative documents and the articles of association.
1、 Basic information of transaction
The company held the 22nd Meeting of the 7th board of directors on May 20, 2022, and deliberated and approved the proposal on the subsidiary’s intention to participate in joint bidding and cooperative construction of plot t5010106, liuxiandong seventh neighborhood, Nanshan District. Shenzhen Guowei, a wholly-owned subsidiary of the company, is approved to form a consortium with its own funds and other 9 enterprises to jointly participate in the listing and bidding for the use right of state-owned construction land in plot t5010106, liuxiandong seventh neighborhood, Nanshan District (hereinafter referred to as the “target plot”), and carry out cooperative construction and development on this plot. Authorize the chairman of Shenzhen Guowei or his designated agent to sign the relevant agreement of this joint bidding. If the bidding is successful, he shall be responsible for handling the relevant procedures and signing the relevant documents, including but not limited to the transaction confirmation, transfer contract, etc., and fully decide and handle all matters related to this transaction in accordance with the provisions of relevant laws, regulations and normative documents.
In order to clarify the rights and obligations of each partner of the consortium, each partner will sign the agreement on joint bidding and cooperative construction of plot t5010106, liuxiandong seventh neighborhood, Nanshan District (hereinafter referred to as the “agreement”) after the internal decision-making procedures (if necessary) are fulfilled. According to the contents of the agreement, the total planned construction area of the project is 113240 square meters (including R & D houses and various supporting houses). It is estimated that the total construction area that Shenzhen Guowei can hold will account for about 13.20% (about 14950 square meters). The guarantee, land price and construction cost of the target plot of joint bidding and cooperative construction will be shared by the partners in proportion, Shenzhen Guowei expects the total amount of land transfer fees and future construction involved in the project to be about RMB 384 million (the above amount is the estimated amount, and the specific amount shall be subject to the actual amount).
2、 Basic information of the transaction object
1. Parcel No.: t5010106;
2. Land location: Xili street, Nanshan District;
3. Land use: new industrial land (M0);
4. Land area: 681192 square meters;
5. Total construction area: 113240 square meters;
6. Land use life: 30 years;
The specific situation shall be subject to the description of the target plot in the announcement on the transfer of land use right in Shenzhen (sztjg [2022] No. 12).
3、 Proposed investment amount
Shenzhen Guowei expects the total amount of land transfer fees and future construction involved in the project to be about RMB 384 million, and the source of funds is its own funds. (the above amount is the estimated amount, and the specific amount shall be subject to the actual amount)
4、 Partners
According to the contents of the agreement, the partners to participate in the joint bidding and cooperative construction are as follows (subject to the contents of the finally signed agreement):
Partner 1: Shenzhen Guowei Microelectronics Co., Ltd
Partner 2: Shenzhen Ziguang Tongchuang Electronics Co., Ltd
Partner 3: Streamax Technology Co.Ltd(002970)
Partner 4: Shenzhen bit Microelectronics Technology Co., Ltd
Partner 5: Shenzhen Youhua Communication Technology Co., Ltd
Partner 6: Shenzhen huazhirong Technology Co., Ltd
Partner 7: Shenzhen Locke times Technology Co., Ltd
Partner 8: Shenzhen Xunte Communication Technology Co., Ltd
Partner IX: Shenzhen Everbest Machinery Industry Co.Ltd(002980)
Partner X: Shenzhen L&A Design Holding Limited(300949)
Except that Shenzhen Ziguang Tongchuang Electronics Co., Ltd. (hereinafter referred to as “Ziguang Tongchuang”) is a joint-stock subsidiary of the company and an affiliated party of the company, the above partners have no affiliated relationship with the controlling shareholder, actual controller, directors, supervisors and senior managers of the company.
According to the project agreement, after winning the bid, each partner of the consortium will share the interests of the plot in proportion and share, and carry out cooperative construction. After the project is completed, each party will hold it independently according to its share of land interests. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the simultaneous participation of Ziguang Tongchuang and Shenzhen Guowei in this joint bidding and cooperative construction does not constitute a connected transaction.
5、 Main contents of the agreement
(I) form of cooperation and proportion of capital contribution
1. Form of cooperation
(1) All partners contribute to form a consortium to jointly participate in the bidding of the target plot and jointly bear the land bidding deposit and land transfer fee;
(2) After the successful bidding and acquisition of the target plot, all partners and the district government shall jointly invest in the cooperative development and construction of the project. All parties and the district government shall jointly bear all expenses required for the completion and operation of the project, including but not limited to project construction funds, government fees, management expenses, etc.
2. The specific proportion of construction land use right of each partner and district government is as follows:
The planned total construction area of the project is 113240 square meters, of which the joint construction project can allocate a total construction area of 113240 square meters. Partner I accounts for about 1320204875%, partner II for about 1042034617%, partner III for about 1175379725%, partner IV for about 918403391%, partner V for about 918403391%, partner VI for about 785941363%, partner VII for about 785941363%, partner VIII for about 660543977%, partner IX for about 657894737%, and partner x for about 816849170%, The district government accounts for about 918403391%.
3. The composition of the total planned construction area of the project and the construction area that can be held by each partner and the district government
The total planned construction area of the project is 113240 square meters, of which 113240 square meters can be allocated for joint construction projects, including 106400 square meters of R & D room, 4330 square meters of commercial supporting area, 2280 square meters of canteen area and 230 square meters of property room area.
(1) The total construction area that can be allocated to the joint construction project and the total construction area that can be held by each partner and the district government
The total construction area that can be allocated to the joint construction project is 113240 square meters. The total construction area that can be held by each partner and the district government is as follows: the total construction area that can be held by partner 1 is about 14950 square meters, the total construction area that can be held by partner 2 is about 11800 square meters, the total construction area that can be held by partner 3 is about 13310 square meters, and the total construction area that can be held by partner 4 is about 10400 square meters, The total building area held by partner 5 is about 10400 square meters, that held by partner 6 is about 8900 square meters, that held by partner 7 is about 8900 square meters, that held by partner 8 is about 7480 square meters, that held by partner 9 is about 7450 square meters, and that held by partner 10 is about 9250 square meters, The total construction area that the district government can hold is about 10400 square meters.
(2) Construction area of R & D houses that can be held by each partner and district government
The construction area of all R & D houses of the project (with a total capacity of 106400 square meters) is held by each partner and the district government according to the area. The specific areas that can be held are as follows:
The area of R & D room that can be held by partner 1 is about 14000 square meters, the area of R & D room that can be held by Partner 2 is about 11200 square meters, the area of R & D room that can be held by partner 3 is about 12600 square meters, the area of R & D room that can be held by partner 4 is about 9800 square meters, the area of R & D room that can be held by partner 5 is about 9800 square meters, and the area of R & D room that can be held by partner 6 is about 8400 square meters, The area of R & D room that can be held by partner 7 is about 8400 square meters, the area of R & D room that can be held by partner 8 is about 7000 square meters, the area of R & D room that can be held by partner 9 is about 7000 square meters, the area of R & D room that can be held by partner 10 is about 8400 square meters, and the area of R & D room that can be held by the district government is about 9800 square meters. (3) Proportion of various supporting houses that can be held by each partner and district government
The commercial supporting area (4330 square meters), canteen area (2280 square meters) and property room area (230 square meters) of the project are held by the partners and the district government in proportion. The specific proportion is as follows:
The proportion of partner 1 is about 138888889%, the proportion of partner 2 is about 87719298%, the proportion of partner 3 is about 103801170%, the proportion of partner 4 is about 87719298%, the proportion of partner 5 is about 87719298%, the proportion of partner 6 is about 73099415%, the proportion of partner 7 is about 73099415%, the proportion of partner 8 is about 70175439%, and the proportion of partner 9 is about 65789474%, The proportion of partner 10 is about 124269006%, and the proportion of district government is about 87719298%.
4. Investment proportion of each partner in land transfer fee and construction cost
The land transfer fee payable by each partner shall be calculated and determined according to the unit price of land transfer fee determined by Shenzhen natural resources and real estate evaluation and Development Research Center (distinguishing the different land properties of R & D house, commercial supporting facilities, canteen and property house) and the construction area held by each partner (including R & D house, commercial supporting facilities, canteen and property house).
(1) The investment proportion of the bidding deposit and land transfer fee payable by each partner shall be subject to the proportion of the total land transfer fee payable by each partner (including R & D room, commercial supporting facilities, canteen and property room) in the total land transfer fee payable by 10 enterprises.
(2) The proportion of project construction funds, government fees, management fees and other expenses payable by each partner and the district government shall be subject to the proportion of construction land use rights of each partner agreed in paragraph 2 of Article 2 of this agreement.
5. Treatment of building area difference
If the final actual construction area obtained by each partner is inconsistent with the construction area calculated by the paid land transfer fee and construction amount, after the project is completed and allocated, under the guidance of the district government, each partner shall recalculate the land transfer fee, project construction fund, government fees, management fees, etc. payable by each partner according to the actual construction area, In addition, 10 enterprises and the district government shall settle the accounts in accordance with the principle of refunding more and making up less (without interest). If 10 enterprises have disputes in the process of distribution or settlement, all partners agree that the district government will make a decision, and all partners have no objection.
(II) bid security and payment
According to the transfer announcement, the total bidding deposit of the project is 54.6 million yuan. The payment shall be made by each partner according to the proportion of capital contribution of each partner to pay the land transfer fee in Article 2 of this agreement. Each partner must ensure that their payables are successfully paid to the bank account designated by Shenzhen Trading Group Co., Ltd. (Shenzhen Public Resources Trading Center) within 5 days before applying for the bidding qualification of the project.
(III) land transfer fee and payment of target plot
1. According to the transfer announcement, the land transfer fee of the target plot of this bidding shall be subject to the amount determined in the transaction confirmation and transfer contract. The land transfer fee payable by each partner shall be calculated and determined according to the proportion of capital contribution determined in Article 2 of this agreement. The land transfer fee shall be paid in two times within one year:
(1) After the successful bidding, each partner shall pay the first phase of land transfer fee (the amount is 50% of the land transfer fee payable by each partner and the balance after deducting the paid bidding deposit) to the designated financial account within 3 working days after obtaining the payment notice. The bidding deposit paid by the partner shall be transferred to the land transfer fee by Shenzhen Trading Group Co., Ltd. (Shenzhen Public Resources Trading Center) according to the transaction confirmation;
(2) In order to ensure the smooth progress of the joint construction, all partners agree to pay the remaining 50% of the land transfer fee to the designated financial account 30 days (natural day) before the expiration date of the second phase of land transfer fee agreed in the transfer contract. The above payment schedule and proportion are agreed by the partners, but the final agreement in the transfer contract shall prevail.
2. Any party fails to pay the land transfer fee in full and on time as agreed in this Agreement and the transfer contract, resulting in other losses
