Announcement on the Share Swap Absorption Merger of AVIC Aviation Electronics System Co., Ltd.
The company and all members of the board guarantee that the content of this announcement is true, accurate, and complete, with no false records, misleading statements, or significant omissions.
Special Notice:
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AVIC Aviation Electronics System Co., Ltd. (hereinafter referred to as "AVIC Electronics") will absorb and merge with AVIC Electromechanical Systems Co., Ltd. (hereinafter referred to as "the Company" or "AVIC Electromechanical") through a share swap and raise supporting funds, which has been approved by the third extraordinary general meeting of shareholders held on October 26, 2022. The company has received the approval from the China Securities Regulatory Commission regarding the issuance of shares for the absorption merger and the raising of supporting funds (Approval No. [2022] 3241).
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To fully protect the interests of the company's shareholders, the share swap absorption merger will provide cash options to eligible dissenting shareholders of AVIC Electromechanical, with AVIC Aerospace Science and Technology Co., Ltd. (hereinafter referred to as "AVIC Science and Technology") acting as the provider of the cash option. Dissenting shareholders eligible to exercise the cash option may declare their intention to exercise the cash option for all or part of their AVIC Electromechanical shares during the cash option declaration period as specified in this announcement. If eligible dissenting shareholders do not declare or effectively declare their intention to exercise the cash option during the declaration period, their AVIC Electromechanical shares will be forcibly converted into A shares of AVIC Electronics issued in this transaction.
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The company's shares (stock abbreviation: AVIC Electromechanical, stock code: 002013) will be continuously suspended from trading starting from the market opening on February 8, 2023. Subsequently, it will enter the cash option distribution, declaration, and settlement phase, and will no longer be traded. After the completion of the cash option implementation, the company will apply to the Shenzhen Stock Exchange for termination of listing. The shares held by the company's shareholders will be converted into A shares of AVIC Electronics listed and traded on the Shanghai Stock Exchange after the share swap is implemented. February 7, 2023, will be the last trading day for the company's shares, and investors are advised to pay attention.
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AVIC Electronics, as the absorbing party and share swap implementer, will conduct the share swap for shareholders holding AVIC Electromechanical shares through a securities conversion method. "Securities conversion" refers to the conversion of the AVIC Electromechanical shares held by investors into the corresponding number of AVIC Electronics shares according to the share swap ratio determined in the absorption merger plan. After the completion of the share swap implementation, AVIC Electronics will handle the initial registration of the newly issued shares at the Shanghai branch of China Securities Depository and Clearing Co., Ltd. (hereinafter referred to as "CSDC Shanghai Branch").
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After the completion of the cash option implementation for AVIC Electromechanical, it will directly enter the delisting process, and the shares held by the original AVIC Electromechanical shareholders will be converted into A shares of AVIC Electronics according to the share swap ratio.
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Investors who have engaged in repurchase agreements with AVIC Electromechanical should promptly handle the early repurchase procedures before the close of trading on the share swap equity registration date.
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For AVIC Electromechanical shares that have been pledged, judicially frozen, or are subject to other legal restrictions on transfer, such shares will be converted into AVIC Electronics shares during the share swap, and the status of pledges, judicial freezes, or other rights restrictions on the original AVIC Electromechanical shares will continue to be valid on the corresponding AVIC Electronics shares.