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紫光国微: 北京市中伦律师事务所关于紫光国芯微电子股份有限公司可转换公司债券回售的法律意见书

Core Viewpoint - The legal opinion letter from Beijing Zhonglun Law Firm confirms that Unisoc Microelectronics Co., Ltd. can proceed with the repurchase of its convertible bonds under specified conditions outlined in relevant laws and regulations [6][11]. Group 1: Legal Framework and Approval - The issuance of convertible bonds by Unisoc Microelectronics has been approved by the Ministry of Finance and the Ministry of Education, as well as the China Securities Regulatory Commission, allowing for a total issuance of 1.5 million bonds with a face value of 1 billion yuan [7][10]. - The bonds were publicly issued on June 10, 2021, and listed on the Shenzhen Stock Exchange on July 14, 2021, with a total issuance amount of 1.5 billion yuan [7][10]. Group 2: Repurchase Conditions - According to the Management Measures and Regulatory Guidelines, bondholders have the right to sell back their bonds to the issuer under certain conditions, particularly if the stock price falls below 70% of the conversion price for a specified period [9][10]. - The specific repurchase terms state that if the company's stock price remains below the adjusted conversion price for a continuous period, bondholders can exercise their right to sell back the bonds at face value plus accrued interest [9][10]. Group 3: Current Situation and Conclusion - As of June 2025, the stock price of Unisoc Microelectronics has been below the required threshold, activating the conditional repurchase clause for the convertible bonds [10]. - The legal opinion concludes that the company is compliant with the relevant regulations and can proceed with the bond repurchase, provided that the bondholders submit their repurchase requests within the designated period [11].