According to the announcement, after ex-dividend adjustment, the conversion price of AVIC Electronics is 65,438+08.94 yuan/share, and that of AVIC Electromechanical is 65,438+02.59 yuan/share. The conversion ratio is adjusted to 0.6647 shares of AVIC Electronics for each 1 share of AVIC electromechanical.
Update the stock trading price, etc.
On the evening of September 28th, AVIC Electromechanical Co., Ltd. and AVIC Electronics Co., Ltd. announced at the same time that AVIC Electronics absorbed and merged AVIC Electromechanical Co., Ltd. by issuing A shares, and AVIC Electronics was the merging party, that is, AVIC Electronics issued A shares to convertible shareholders of AVIC Electromechanical Co., Ltd. in exchange for the shares of AVIC Electromechanical Co., Ltd. held by these shareholders. According to the voting entrustment agreement signed between AVIC and AVIC, Airborne Company entrusts the voting rights corresponding to the original AVIC shares and the original AVIC electromechanical shares held after the merger to AVIC. After the transaction is completed, AVIC remains the controlling shareholder of the surviving company.
In addition, AVIC Electronics plans to issue A shares to no more than 35 specific investors such as AVIC Technology, Aviation Investment, AVIC Shen Fei and Aviation Industry Cheng Fei by way of inquiry, and raise matching funds of no more than 5 billion yuan.
After the completion of this share swap and merger, AVIC Electromechanical will terminate its listing and cancel its legal person status, and AVIC Electronics will inherit and undertake all the assets, liabilities, business, personnel, contracts and all other rights and obligations of AVIC Electromechanical. AVIC Electronics will apply for listing and circulation on the main board of Shanghai Stock Exchange for the A-share shares issued as a result of this share swap merger.
Compared with the plan, the draft disclosed this time updated the purpose of raising matching funds and added an introduction to the valuation of this transaction.
The updated matching funds are used to improve the capabilities of airborne products such as air-entraining subsystem, hydraulic actuating system, aero-power system, and supplement the liquidity of the merged surviving company, among which the proportion used to supplement the liquidity of the merged surviving company does not exceed 25% of the transaction price.
According to the announcement, the average trading price of AVIC shares is 19.06 yuan/share, that is, the conversion price of AVIC shares is 19.06 yuan/share. The average stock trading price of AVIC Electromechanical Co., Ltd. before the pricing benchmark date 120 trading days is 12.69 yuan/share. After ex-dividend adjustment, the electronic conversion price of AVIC is 65,438+08.94 yuan/share, and the electromechanical conversion price of AVIC is 65,438+02.59 yuan/share. Considering the influence of dividends and other factors, the share swap ratio is adjusted to 0.6647 shares of AVIC Electronics for each 1 share of AVIC Electromechanical.
According to the announcement, the share swap ratio of this share swap merger is determined by the merging parties on the basis of the average stock transaction price 120 trading days before the relevant share swap merger pricing benchmark date, with full reference to the valuation level of comparable companies in the same industry and the share swap premium rate of comparable transactions, taking into account the transaction situation and the interests of all shareholders.
On the evening of September 27th, AVIC Electromechanical issued the Announcement on Obtaining the Reply of the State Council SASAC on Major Asset Restructuring. According to the announcement, the company received the Reply of the State Council State-owned Assets Supervision and Administration Commission on Relevant Matters Concerning the Absorption and Merger of AVIC Electromechanical System Co., Ltd. from the actual controller aviation industry corporation of china, and the State Council State-owned Assets Supervision and Administration Commission agreed in principle to the overall plan of AVIC's absorption and merger of AVIC Electromechanical and its supporting financing.
In addition, AVIC Electromechanical Co., Ltd. also announced on the evening of September 27th that the board of directors of the company recently received the resignation report of Chairman Wang Shugang, and Wang Shugang applied to resign as chairman, general manager and member of special committees of the board of directors due to job changes. After resigning, Wang Shugang will no longer hold any position in the company. In addition, the board of directors of the company recently received written resignation reports from independent directors Zhang Jinchang and Jing Xu, who applied to resign as independent directors and members of special committees of the seventh board of directors due to work reasons.
Accelerate the development of airborne system business
Back to the announcement, in order to reorganize and set up an important airborne system listing platform in aviation industry corporation of china and accelerate the development of airborne system business, AVIC Electronics and AVIC Electromechanical Co., Ltd., a subsidiary of AVIC, issued an announcement at the same time on the evening of May 26th, intending to absorb and merge AVIC Electromechanical Co., Ltd. by exchanging shares with AVIC, and to issue A shares to all shareholders of AVIC Electromechanical Co., Ltd. to raise matching funds. Avic electronics intends to absorb and merge avic electromechanical through issuing a shares. Upon completion, AVIC Electromechanical will terminate its listing and cancel its legal person status. AVIC Electronics will also inherit and undertake all the assets, liabilities, business, personnel, contracts and all other rights and obligations of AVIC Electromechanical.
Thereafter, on June 1 1, the two companies disclosed the plan for AVIC Electronics to absorb and merge AVIC Electromechanical, raise matching funds and related transactions.
It is understood that AVIC Electronics and AVIC Electromechanical are the main suppliers and leading enterprises of avionics system and avionics market in China respectively. The merger and acquisition of AVIC Electromechanical by AVIC Electronics in the form of share exchange will realize the professional integration of avionics system and electromechanical system, greatly enhance the research ability of AVIC airborne products, and lay a good foundation for the systematic, integrated and intelligent development of aviation airborne industry.
AVIC electronic semi-annual report shows that in the first half of 2022, the company * * * realized operating income of about 5 1.87 billion yuan, a year-on-year increase of12.38%; The net profit attributable to shareholders of listed companies was 520 million yuan, a year-on-year increase of 35.1%; The total assets are about 26.5 billion yuan.
AVIC electromechanical semi-annual report shows that * * operating income in the first half of the year was about 8.499 billion yuan, up 8.10% year-on-year; The net profit attributable to shareholders of listed companies was 668 million yuan, a year-on-year increase of 2.635438+0%.
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