Definitions
In this independent financial advisor opinion, unless otherwise specified, the following meanings apply: This opinion, this independent financial advisor opinion refers to "GF Securities Co., Ltd.'s Independent Financial Advisor Opinion on AVIC Electromechanical Systems Co., Ltd.'s Voluntary Termination of Listing." The absorbing party, AVIC Electronics refers to AVIC Aerospace Electronics Systems Co., Ltd., formerly known as "Hubei Changhe Automobile Co., Ltd.," "AVIC Aerospace Electronic Equipment Co., Ltd.," "AVIC Onboard Electronics Co., Ltd." The absorbed party, AVIC Electromechanical, the company refers to AVIC Electromechanical Systems Co., Ltd., formerly known as "Hubei AVIC Lifesaving Technology Co., Ltd.," "Hubei AVIC Precision Machinery Technology Co., Ltd." The merging parties refer to AVIC Electronics and AVIC Electromechanical. This merger refers to the transaction in which AVIC Electronics issues shares to the shareholders of AVIC Electromechanical in exchange for shares. Fundraising refers to the transaction in which AVIC Electronics publicly issues A shares to no more than 35 specific investors, including AVIC Science and Technology, Aviation Investment, AVIC Shenyang Aircraft Corporation, and Aviation Industry Chengfei, through an inquiry method to raise supporting funds. This transaction refers to the issuance of shares by AVIC Electronics to the shareholders of AVIC Electromechanical in exchange for shares, where the onboard company will entrust the voting rights corresponding to the AVIC Electronics shares it originally held and the AVIC Electromechanical shares it originally held to AVIC Science and Technology according to the exchange ratio, and will issue A shares to no more than 35 specific investors through an inquiry method to raise supporting funds. Aviation Industry refers to China Aviation Industry Corporation. AVIC Science and Technology refers to China Aviation Technology Industry Co., Ltd. The onboard company refers to AVIC Onboard Systems Co., Ltd., formerly known as "AVIC Electromechanical Systems Co., Ltd." Lifesaving Research Institute refers to China Aviation Lifesaving Research Institute. Tongfei Company refers to AVIC General Aircraft Co., Ltd. Aviation Investment refers to AVIC Aviation Industry Investment Co., Ltd. AVIC Investment refers to AVIC Investment Holdings Co., Ltd. Gaike Electromechanical refers to Guizhou Gaike Aviation Electromechanical Co., Ltd. AVIC Industry and Finance refers to AVIC Industry and Finance Holdings Co., Ltd. AVIC Shenyang refers to AVIC Shenyang Aircraft Corporation. Aviation Industry Chengfei refers to Chengdu Aircraft Industry (Group) Co., Ltd. Shareholders of exchange shares, exchange objects refer to all shareholders of AVIC Electromechanical registered with the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. after the close of trading on the equity registration date of the merger. Exchange refers to the act of shareholders of AVIC Electromechanical exchanging their shares for shares issued by AVIC Electronics in this merger. Dissenting shareholders of AVIC Electromechanical refer to shareholders who cast valid opposing votes on the relevant proposals regarding this transaction at the shareholders' meeting convened for voting on this transaction and continuously hold shares representing such opposing rights until the cash exit option implementation date, and successfully complete the relevant declaration procedures within the specified time. Cash exit option refers to the rights granted to dissenting shareholders of AVIC Electromechanical in this merger. Dissenting shareholders who declare to exercise this right can request the cash exit option provider to purchase all or part of their AVIC Electromechanical shares for cash during the cash exit option declaration period. Cash exit option provider refers to the institution that pays cash consideration to shareholders exercising the cash exit option and acquires AVIC Electromechanical shares. AVIC Science and Technology serves as the cash exit option provider for this merger. Cash exit option implementation date refers to the date on which the cash exit option provider acquires all or part of the shares intended for exercising the cash exit option from dissenting shareholders of AVIC Electromechanical and pays cash consideration to those dissenting shareholders. This date will be determined and announced by the merging parties through negotiation. The equity