002013SZSE

Announcement on the Cash Option Exercise and Implementation of the Share Swap Absorption Merger of AVIC Avionics Systems Co., Ltd.

✨ AI Summary

This announcement informs shareholders of AVIC Electromechanical Systems Co., Ltd. about the cash option exercise related to its merger with AVIC Avionics Systems Co., Ltd. A total of 1,524,232 cash options were distributed, with an exercise price of 10.33 CNY per share. The trading of AVIC Electromechanical shares will cease, transitioning to AVIC Avionics shares post-merger. Investors are advised to be aware of the associated risks.

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Full Translation

AI Translation· azure_openai
  1. Stock Code: 002013 Stock Abbreviation: AVIC Electromechanical Announcement No.: 2023-025

AVIC Electromechanical Systems Co., Ltd. announces the cash option exercise and implementation related to the share swap absorption merger with AVIC Avionics Systems Co., Ltd. The company and all members of the board guarantee the authenticity, accuracy, and completeness of the announcement content, with no false records, misleading statements, or significant omissions.

Special Reminders

  1. AVIC Electromechanical Systems Co., Ltd. (hereinafter referred to as "the Company" or "AVIC Electromechanical") stock (stock abbreviation: AVIC Electromechanical, stock code: 002013) has been continuously suspended from trading since the market opened on February 8, 2023. It will enter the cash option distribution, exercise declaration, and settlement phase, and will not resume trading until the share swap is implemented and converted into the A shares of AVIC Avionics Systems Co., Ltd. (hereinafter referred to as "AVIC Avionics") listed on the Shanghai Stock Exchange. Investors are advised to pay attention.

  2. On February 13, 2023, the Company distributed cash options to shareholders eligible to exercise cash options registered as of the cash option registration date (February 7, 2023), totaling 1,524,232 options.

  3. Shareholders who received cash options can declare the exercise of cash options in whole or in part during the declaration period (from February 17 to February 23, 2023) between 9:30-11:30 AM and 1:00-3:00 PM, based on the cash option exercise price, transferring their shares to the cash option provider, AVIC Technology Co., Ltd. (hereinafter referred to as "AVIC Technology").

  4. As of February 7, 2023, the last trading day for the Company's stock, the closing price of AVIC Electromechanical was 10.78 CNY/share, and the cash option exercise price was 10.33 CNY/share. Shareholders who validly declare the exercise of cash options will receive cash compensation at the exercise price of 10.33 CNY/share. The reference stock price of the underlying stock (i.e., AVIC Electromechanical stock) does not exceed a 50% premium over the cash option agreed price, and the absolute value of the Delta of the rights contained in this cash option is not less than 5%. According to the relevant provisions of the "Shenzhen Stock Exchange Listed Companies Self-Regulatory Guidelines No. 1 - Business Handling," the Company will provide cash options through the trading system (displayed as "cash options" in the system declaration). Specific operational methods are detailed in the section "III. Methods for Declaring Cash Option Exercise."

  5. After the cash option distribution is completed, AVIC Electromechanical will enter the delisting process, and its stock will be converted into the A shares of AVIC Avionics according to the share swap ratio. According to the relevant regulations issued by the Ministry of Finance, the State Administration of Taxation, and the China Securities Regulatory Commission regarding the implementation of differentiated personal income tax policies for listed company dividends, individuals obtaining stocks from public offerings and transfer markets will have their dividend income fully included in taxable income if held for one month or less; for holdings over one month to one year, 50% will be included; and for holdings over one year, personal income tax will be temporarily exempted. The above income is uniformly subject to a 20% tax rate. The holding period for investors who hold AVIC Avionics A shares due to the share swap will start from the date the shares are registered in their A-share accounts.

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