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紫光国芯微电子股份有限公司 第八届董事会第二十六次会议决议公告
Core Viewpoint - The company decided not to adjust the conversion price of its convertible bonds, "Guo Wei Convertible Bonds," despite triggering conditions for a downward adjustment due to stock price performance [10][16]. Group 1: Board Meeting Decisions - The board meeting on July 29, 2025, unanimously approved the proposal not to adjust the conversion price of "Guo Wei Convertible Bonds" [2][11]. - The board also approved the use of self-owned funds to pay for part of the fundraising investment projects, with plans to replace these funds with raised capital later [3][19]. Group 2: Convertible Bond Details - "Guo Wei Convertible Bonds" were issued on June 10, 2021, with a total amount of 1.5 million bonds, each with a face value of 100 yuan, totaling 1.5 billion yuan [11][20]. - The initial conversion price was set at 137.78 yuan per share, which has been adjusted multiple times, with the latest adjustment bringing it to 97.30 yuan per share as of June 26, 2025 [11][13]. Group 3: Conditions for Price Adjustment - The company’s stock price fell below 85% of the current conversion price for at least 15 trading days within a 30-day period, triggering the conditions for a potential downward adjustment [10][16]. - The board's decision reflects confidence in the company's long-term development and aims to protect investor interests [16]. Group 4: Fundraising Project Management - The company plans to use self-owned funds for immediate project expenses, with a subsequent replacement by raised funds within six months [21][25]. - The decision to use self-owned funds is based on operational needs and compliance with relevant regulations, ensuring no impact on the project's implementation [25][27].
紫光国微: 关于使用自有资金支付募投项目部分款项并以募集资金等额置换的公告
Zheng Quan Zhi Xing· 2025-07-29 16:32
Core Viewpoint - The company has approved the use of its own funds to pay for part of the fundraising project expenses, which will later be replaced with equivalent amounts from the raised funds, ensuring compliance with relevant regulations and maintaining the integrity of the fundraising project [1][7][8] Fundraising Basic Information - The company issued 15 million convertible bonds at a face value of RMB 100 each, raising a total of RMB 150 billion, with a net amount of RMB 148.79 billion after deducting issuance costs [2][3] - The raised funds are allocated for projects including the development and industrialization of high-end security chips and vehicle control chips, as well as for working capital [2][3] Project Changes - The company has changed the implementation subject of some fundraising projects to its wholly-owned subsidiary, Shenzhen Guowei Electronics, and plans to use the difference between the new project funding and the returned funds for working capital [3][4] Use of Own Funds and Replacement Process - The company will use its own funds to cover project expenses due to difficulties in direct payments from the fundraising account, including payroll and overseas purchases [4][5] - The replacement of funds will occur within six months, with a detailed operational process established to ensure proper tracking and compliance [6][7] Impact on Daily Operations - The use of own funds for project expenses will not affect the implementation of the fundraising projects and complies with relevant laws and regulations [5][8] Review Procedures and Opinions - The board of directors and the supervisory board have approved the proposal, confirming that the decision-making process was followed and that it will not harm shareholder interests [7][8]
紫光国微: 渤海证券股份有限公司关于紫光国芯微电子股份有限公司使用自有资金支付募投项目部分款项并以募集资金等额置换的核查意见
Zheng Quan Zhi Xing· 2025-07-29 16:32
Core Viewpoint - The company is utilizing its own funds to pay for part of the investment projects and will replace these with raised funds in an equivalent amount, following necessary regulatory procedures and ensuring compliance with relevant laws and regulations [1][7]. Fundraising Overview - The company raised a total of RMB 150,000 million by issuing 15 million convertible bonds at a face value of RMB 100 each, with a net amount of RMB 148,787.66 million after deducting issuance costs [1][2]. Investment Project Details - The raised funds are allocated for the development and industrialization of new high-end security series chips, vehicle control chips, and to supplement working capital, with two projects being implemented by the wholly-owned subsidiary, Unisoc [2][3]. Use of Own Funds and Replacement Process - The company faced challenges in directly using raised funds for certain expenditures, such as salaries and overseas purchases, leading to the decision to use its own funds initially and replace them with raised funds within six months [4][5]. - The replacement process involves confirming project expenditures, transferring equivalent amounts from the special fund account to the company's general accounts, and maintaining a detailed ledger of these transactions [6][7]. Impact on Daily Operations - The use of own funds for project expenditures and subsequent replacement will not affect the implementation of investment projects or harm the interests of the company and its investors, as it adheres to legal and regulatory requirements [5][7]. Review and Opinions - The board of directors and the supervisory board have approved the use of own funds for project payments, confirming that the necessary decision-making processes were followed and that there is no impact on the normal execution of investment projects [6][7]. - The sponsor institution has also verified that the procedures comply with relevant regulations and has no objections to the company's actions [7].
紫光国微:紫光集团重整后首度回购已开始实施
Group 1 - The company, Unisoc (紫光国微), announced its first share buyback on June 27, 2023, repurchasing 775,600 shares, which accounts for approximately 0.09% of its total share capital, with a total transaction amount of 49.6173 million yuan [1] - The buyback was conducted through a centralized bidding process, with the highest transaction price at 64.28 yuan per share and the lowest at 63.67 yuan per share [1] - The funds for the buyback were sourced from the company's own capital, and the buyback plan complies with relevant legal regulations [1] Group 2 - In August 2018, Tsinghua Holdings announced plans to transfer part of its equity in Unisoc Group, which could lead to a change in the actual controller of the company [2] - Prior to the equity change, Tsinghua Holdings held 51% of Unisoc Group, making it the single largest shareholder, while Jian Kun Group held 49% [2] - As of July 2022, Unisoc Group completed its restructuring and became a company without an actual controller, with shares distributed among ten companies [2] Group 3 - In June 2021, Unisoc completed a public issuance of 1.5 billion yuan in convertible bonds, initially intended for projects related to high-end security chips and vehicle control chips [3] - The investment direction was later changed to focus on the development and industrialization of high-speed RF analog-to-digital converters and new high-performance video processors [3] - Additional funding was allocated for the construction of a joint research and production building [3]