Announcement on the Cash Option Exercise and Implementation of the Share Swap Absorption Merger by 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, with no false records, misleading statements, or significant omissions.
Special Reminder
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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 trade until the share swap is implemented, converting into the A shares issued by AVIC Avionics Systems Co., Ltd. (hereinafter referred to as "AVIC Avionics") listed and traded on the Shanghai Stock Exchange. Investors are advised to pay attention.
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On February 13, 2023, the Company distributed cash options to shareholders eligible to exercise cash options as of the record date (February 7, 2023), totaling 1,524,232 options.
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Shareholders who received cash options can declare to exercise their 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").
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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 to exercise their cash options will receive cash consideration at the exercise price of 10.33 CNY/share. The reference stock price of the underlying stock (i.e., AVIC Electromechanical stock) and the agreed cash option price premium ratio does not exceed 50%, 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 Company 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."
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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 based on the share swap ratio. According to the relevant provisions of 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 dividend income, individual shareholders holding shares for less than one month will have their dividend income fully included in taxable income; those holding for more than one month but less than one year will have 50% included; and those holding for over one year will be exempt from personal income tax. The above income will uniformly apply 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.