Stock Code: 002049 Stock Abbreviation: Guoxin Micro Listing Venue: Shenzhen Stock Exchange
Bond Code: 127038 Bond Abbreviation: Guoxin Convertible Bonds
Unigroup Guoxin Microelectronics Co., Ltd.
Report on Issuance of Shares and Payment of Cash for Asset Acquisition and Raising of Supporting Funds and Related Party Transactions (Draft) (Revised)
| Project | Counterparty |
|---|---|
| Issuance of shares and payment of cash for asset acquisition | Nanchang Jian'en Semiconductor Industry Investment Center (Limited Partnership), Beijing Guangmeng Semiconductor Industry Investment Center (Limited Partnership), Tianjin Ruixin Semiconductor Industry Investment Center (Limited Partnership), Jiantou Huake Investment Co., Ltd., Shanghai Shezhen Technology Service Center (Limited Partnership), and 14 other counterparties |
| Raising of supporting funds | No more than 35 specific investors |
Independent Financial Advisor
Southwest Securities Company, Ltd.
July 2026
Statement of the Listed Company
The Company and all directors and senior management guarantee that the contents of the restructuring report and its summary are true, accurate, and complete, free from false records, misleading statements, or major omissions, and assume corresponding legal liability for their truthfulness, accuracy, and completeness. If losses are caused to investors due to false records, misleading statements, or major omissions in the provided information, explanations, or confirmations, the Company will assume corresponding legal liability in accordance with the law.
The Company's directors, senior management, controlling shareholder Unigroup Chunhua, indirect controlling shareholder Unigroup Group, and Zhi Guangxin undertake that if the information disclosed or provided in this transaction is suspected of containing false records, misleading statements, or major omissions, and is subject to investigation by judicial authorities or the CSRC, the Company/the individual will not transfer the shares held in the listed company until the investigation conclusion is formed. Within two trading days of receiving the notice of investigation, the Company/the individual will submit a written application for suspension of transfer and the stock account to the Company's Board of Directors, and authorize the Board of Directors to apply for a lock-up with the stock exchange and the securities registration and clearing institution on behalf of the Company/the individual. If the lock-up application is not submitted within two trading days, the Company's Board of Directors is authorized to verify and directly report the identity and account information of the Company/the individual to the stock exchange and the securities registration and clearing institution to apply for a lock-up. If the Board of Directors fails to report such information, the stock exchange and the securities registration and clearing institution are authorized to directly lock the relevant shares. If the investigation concludes that there were illegal or non-compliant acts, the Company/the individual undertakes that the locked shares will be voluntarily used for compensation arrangements for relevant investors.
The matters stated in the restructuring report and its summary do not represent a substantive judgment or guarantee by the CSRC or the Shenzhen Stock Exchange regarding the investment value of the Company's shares or investor returns, nor do they indicate that the CSRC or the stock exchange guarantees the truthfulness, accuracy, or completeness of the restructuring report. The effectiveness and completion of the asset restructuring are subject to the review of the Shenzhen Stock Exchange and the registration of the CSRC.
When evaluating this transaction, investors should, in addition to the content of the restructuring report and its summary and related documents disclosed simultaneously, carefully consider the various risk factors disclosed in the report.
After the completion of this transaction, the Company is responsible for changes in its operations and earnings; investors are responsible for investment risks arising from this transaction. If investors have any questions regarding the restructuring report and its summary, they should consult their stock brokers, lawyers, professional accountants, or other professional advisors.