Announcement of the Share Swap Absorption Merger of AVIC Avionics Systems Co., Ltd.
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.
Special Reminder:
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The share swap absorption merger of AVIC Avionics Systems Co., Ltd. (hereinafter referred to as "AVIC Avionics") by 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 by the Company's 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 swap 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 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 Avionics issued in this transaction.
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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, and will enter the cash option distribution, declaration, and settlement phase, with no further trading. 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 Avionics 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 stock, and investors are advised to take note.
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AVIC Avionics, as the absorbing party and share swap implementer, will convert the shares held by shareholders of AVIC Electromechanical through a securities conversion method. "Securities conversion" refers to the conversion of the shares held by investors in AVIC Electromechanical into the corresponding number of shares of AVIC Avionics according to the share swap ratio determined in the absorption merger plan. After the completion of the share swap implementation, AVIC Avionics will handle the initial registration of the newly issued shares at the Shanghai branch of China Securities Depository and Clearing Corporation Limited (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 shareholders of AVIC Electromechanical will be converted into A shares of AVIC Avionics according to the share swap ratio.
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Investors engaged in repurchase agreements with AVIC Electromechanical should promptly handle 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 shares of AVIC Avionics 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 effective on the corresponding AVIC Avionics shares obtained.