Independent Financial Advisor's Review Opinion on the Self-Examination Report of Insider Trading Related to Unisoc Microelectronics Co., Ltd.
Southwest Securities Co., Ltd. (hereinafter referred to as "Southwest Securities" or "Independent Financial Advisor") has been entrusted by Unisoc Microelectronics Co., Ltd. (hereinafter referred to as "the listed company" or "Unisoc") to act as the independent financial advisor for the proposed acquisition of 100% equity of Ruineng Semiconductor Technology Co., Ltd. through the issuance of shares and cash payment, along with the raising of supporting funds (hereinafter referred to as "this transaction" or "this restructuring").
According to relevant laws, regulations, and normative documents such as the "Administrative Measures for Major Asset Restructuring of Listed Companies," "Guidelines for the Content and Format of Information Disclosure by Companies Issuing Securities No. 26 - Major Asset Restructuring of Listed Companies," "Guidelines for Regulatory Rules - Listing Category No. 1," "Guidelines for the Supervision of Listed Companies No. 5 - Registration Management System for Insiders of Listed Companies," "Guidelines for the Supervision of Listed Companies No. 7 - Supervision of Abnormal Trading Related to Major Asset Restructuring," and "Self-Regulatory Guidelines for Listed Companies of the Shenzhen Stock Exchange No. 8 - Major Asset Restructuring," Southwest Securities has conducted a review of the trading activities of the relevant parties involved in this transaction regarding the listed company's stocks and other related securities. The specific circumstances are as follows:
1. Self-Examination Period for Trading Activities
The self-examination period for the trading activities of the relevant parties involved in this transaction is from six months prior to the first disclosure of this transaction by the listed company or the application for stock suspension (whichever is earlier) until one day before the disclosure of the restructuring report, specifically from June 30, 2025, to May 22, 2026 (hereinafter referred to as "the self-examination period").
2. Scope of Review for Relevant Parties
The scope of the review of insiders related to this transaction includes:
- The listed company and its directors, senior management, and relevant insiders;
- The controlling shareholders of the listed company and their directors, supervisors, senior management, indirect controlling shareholders, and their main responsible persons and relevant insiders;
- The counterparty and its main responsible persons and relevant insiders;
- The target company and its directors, senior management, and relevant insiders;
- Relevant intermediary institutions providing securities services for this transaction and specific business personnel;
- Other legal entities and individuals who are aware of the insider information of this transaction;
- Immediate family members of the aforementioned individuals, including spouses, parents, and adult children.
3. Trading Activities of Relevant Parties During the Self-Examination Period
According to the "Shareholding and Share Change Inquiry Certificate" issued by the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the "Detailed List of Shareholder Changes," and self-examination reports provided by relevant parties within the review scope, the trading activities of the relevant parties included in this transaction during the self-examination period are as follows:
(1) Trading Activities of Relevant Individuals
During the self-examination period, a total of five individuals within the review scope engaged in trading Unisoc stocks, as detailed below: