Announcement of Cash Option Distribution and Implementation
The company and all members of the board guarantee that the content of this announcement is true, accurate, and complete, without false records, misleading statements, or significant omissions.
Important Notice:
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The share exchange absorption merger of AVIC Avionics Systems Co., Ltd. (hereinafter referred to as "AVIC Electronics") with AVIC Electromechanical Systems Co., Ltd. (hereinafter referred to as "the Company" or "AVIC Electromechanical") and the fundraising related transactions (hereinafter referred to as "this transaction") have been approved at the third extraordinary general meeting of shareholders held on October 26, 2022, and have received the approval from the China Securities Regulatory Commission (CSRC) regarding the issuance of shares for the absorption merger and fundraising (CSRC Permit [2022] No. 3241).
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To fully protect the interests of the company's shareholders, this share exchange absorption merger will provide cash options to eligible dissenting shareholders of AVIC Electromechanical, with AVIC Technology Co., Ltd. (hereinafter referred to as "AVIC Technology") acting as the provider of the cash options. Dissenting shareholders entitled to exercise the cash option may declare their intention to exercise the cash option for all or part of their shares during the cash option declaration period as specified in this announcement. If dissenting shareholders do not declare or effectively declare their intention to exercise the cash option during the declaration period, their shares will be forcibly converted into A-shares issued by AVIC Electronics.
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The company's stock (stock abbreviation: AVIC Electromechanical, stock code: 002013) will be continuously suspended from trading starting from the opening of the market on February 8, 2023. It will then enter the cash option distribution, declaration, and settlement phase, and will no longer be traded. After the cash option process is completed, the company will apply to the Shenzhen Stock Exchange for delisting. Shareholders' shares will be converted into A-shares of AVIC Electronics listed and traded on the Shanghai Stock Exchange after the share exchange is implemented. February 7, 2023, will be the last trading day for the company's stock, and investors are advised to pay attention.
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Dissenting shareholders entitled to exercise the cash option are those who voted against the proposal regarding the share exchange absorption merger of AVIC Electronics and AVIC Electromechanical at the extraordinary general meeting held on October 26, 2022, and have continuously held the shares representing that dissenting right (hereinafter referred to as "Dissenting Shares") until the close of the cash option implementation date, and have successfully completed the relevant declaration procedures during the cash option declaration period. If dissenting shareholders sell their shares after the record date for voting on this transaction, the number of shares entitled to the cash option will be correspondingly reduced; if they buy shares after the record date, the number of shares entitled to the cash option will not increase. Dissenting shareholders holding the following shares registered will not be entitled to exercise the cash option for their shares: (1) Shares of AVIC Electromechanical with rights restrictions, such as those pledged, subject to third-party rights, or judicially frozen; (2) Shares for which the legal holder has committed in writing to waive the cash option; (3) Other shares that cannot exercise the cash option according to applicable laws. The shares that cannot claim the cash option will be converted into the shares issued by AVIC Electronics at the exchange ratio on the exchange date. If this share exchange absorption merger cannot be implemented, dissenting shareholders cannot exercise the cash option and cannot claim any compensation or reimbursement from either party involved in the merger.