Definitions
In this operational guideline, unless otherwise specified, the meanings are as follows:
- AVIC Electronics refers to AVIC Aviation Electronics Co., Ltd.
- AVIC Electromechanical refers to AVIC Electromechanical Systems Co., Ltd.
- This absorption merger refers to the transaction in which AVIC Electronics issues shares to the shareholders of AVIC Electromechanical in exchange for their shares.
- Custodian institutions refer to the original custodian securities companies and commercial banks of AVIC Electromechanical shares.
- SSE refers to the Shanghai Stock Exchange.
- SZSE refers to the Shenzhen Stock Exchange.
- CSRC refers to the China Securities Regulatory Commission.
- China Clearing refers to China Securities Depository and Clearing Corporation Limited.
- China Clearing Shanghai Branch refers to the Shanghai branch of China Securities Depository and Clearing Corporation Limited.
Special Reminder
The relevant proposals for the share swap absorption merger of AVIC Aviation Electronics Co., Ltd. and AVIC Electromechanical Systems Co., Ltd. were reviewed by the boards of both companies on June 10, 2022, and September 28, 2022, and were approved by the shareholders' meetings on October 26, 2022. On December 21, 2022, the CSRC's M&A Review Committee held its 25th meeting to review this transaction, which was approved unconditionally. On December 30, 2022, the CSRC issued the approval for AVIC Aviation Electronics to issue shares for the absorption merger with AVIC Electromechanical and to raise supporting funds (CSRC Permit [2022] No. 3241). Since AVIC Electronics is listed on the Shanghai Stock Exchange and AVIC Electromechanical is listed on the Shenzhen Stock Exchange, to ensure the smooth implementation of this absorption merger and to complete the conversion of AVIC Electromechanical A-shares to AVIC Electronics A-shares, this operational guideline has been formed based on discussions with all parties involved. The arrangements for the business related to this absorption merger, such as the delisting of AVIC Electromechanical A-shares and the registration of new A-shares for AVIC Electronics, will be handled in accordance with relevant laws, regulations, and business rules; the account conversion operations will be handled according to this guideline, with China Clearing entrusted by AVIC Electronics to carry out the account conversion operations.
I. Delisting of AVIC Electromechanical A-shares
AVIC Electromechanical has received the Shenzhen Stock Exchange's decision on the termination of listing for AVIC Electromechanical Systems Co., Ltd. (Shenzhen Stock Exchange [2023] No. 188). According to this decision, AVIC Electromechanical shares will be delisted and removed from the exchange starting March 17, 2023. The share swap equity registration date for this absorption merger is March 16, 2023. According to the shareholder register recorded by China Securities Depository and Clearing Corporation Limited Shenzhen Branch after the market closes at 3:00 PM on the registration date, each share of AVIC Electromechanical held by shareholders will be converted into 0.6647 shares of AVIC Electronics. If investors hold shares that are subject to judicial freezes or pledges not implemented by China Clearing at the securities company, the securities company must inform AVIC Electronics of the relevant freeze information.