China Avionics Systems Co.,Ltd. (SHSE:600372) agreed to acquire AVIC Electromechanical Systems Co.,Ltd (SZSE:002013) for CNY 48.5 billion on June 10, 2022. Under the terms, China Avionics Systems will exchange the shares to AVIC Electromechanical Systems for 1:0.6647, that 1 share of AVIC Electromechanical can be exchanged with 0.6647 shares of China Avionics. China Avionics Systems will raise the funds from 35 investors including AviChina Industry & Technology Company Limited, AVIC Aviation Industry Investment Co., Ltd., AVIC Shenyang Aircraft Company Limited, Chengdu Aircraft Industrial (Group) Co. Ltd. not more than CNY 5 billion. As on June 10, 2022, China Avionics board of directors and AVIC Electromechanical of directors have approved the transaction. The transaction has been approved by the National Defense Science, Technology and Industry Administration and State-owned Assets Supervision and Administration Commission of the State Council. Transaction is subject to approval of China Avionics and AVIC Electromechanical shareholders approval. As of October 17, 2022, the transaction is approved by shareholders of China Avionics Systems Co.,Ltd. As on October 26, 2022, transaction has been approved by AVIC Electro mechanical's shareholders. As on December 9, 2022, AVIC Electromechanical System outstanding shares have been adjusted to 3, 862.25 million due to the cancellation of treasury shares. On December 21, 2022, the China Securities Regulatory Commission ("CSRC")´s Listed Company M&A and Reorganization Review Committee ("M&A and Reorganization Committee") held the 25th M&A and Reorganization Committee Working Conference in 2022, and the company's share exchange The absorption and merger of AVIC Electromechanical and the raising of supporting funds and related transactions have been reviewed. According to the review results of the meeting, the company's transaction was unconditionally approved.
China Security Co., AVIC Securities Co.,Ltd. acted as a financial advisor to China Avionics Systems Co.,Ltd. Moore Stephens Da Hua and ShineWing Certified Public Accountants Co., Ltd. acted as an accountant to China Avionics Systems Co.,Ltd. Jingtian & Gongcheng acted as a legal advisor, GF Securities Co., Ltd. acted as a financial advisor, Jiayuan Law acted as a legal advisor, Wuyige Certified Public Accountants LLP and Mazars Certified Public Accountants LLP acted as an accountant to VIC Electromechanical.