This is the information mine on the first day of the daily limit (10.22): the announcement of the company's major asset restructuring plan was released.
Announcement of Major Assets Restructuring Plan of AVIC Seiki Corporation
I. The Proposal on Electing the Chairman of the Company was reviewed and approved.
The meeting elected Mr. Wang Jian as the new chairman of the company.
Two. The Proposal on the Company Meeting the Conditions for Implementing Major Asset Restructuring was reviewed and approved.
Three. The Proposal on the Company's Major Asset Restructuring Constituting Related Party Transactions was reviewed and approved.
Aviation industry corporation of china holds 63,000/kloc-0,35,259 shares of the company through China Aviation Lifesaving Research Institute, accounting for 37.79% of the company's total share capital. AVIC Electromechanical System Co., Ltd. and Guizhou Geke Aviation Electromechanical Co., Ltd. are companies directly or indirectly controlled by AVIC. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the Listing Rules), this major asset.
In view of the above related party transactions, the Board of Directors also reviewed the agreements between the company and AVIC, Electromechanical Company, Gekko Electromechanical Company and China Huarong Asset Management Company to issue shares to purchase assets.
Four. Report on the Proposal of Conforming to Article 4 of this Major Asset Restructuring.
Verb (abbreviation of verb) The meeting deliberated and passed the Proposal on Major Asset Restructuring Plan of the Company item by item.
The plan for this major asset restructuring is that the company will issue shares to AVIC, electromechanical company, GEKKO electromechanical company and Huarong company (hereinafter referred to as "this issue"). Purchase 0/00% equity of Zhengzhou Aircraft Equipment Co., Ltd., 0/00% equity of Sichuan Fan Hua Aviation Instrument Electric Co., Ltd., 0/00% equity of Qing 'an Group Co., Ltd., 0/00% equity of Shaanxi Aviation Electric Co., Ltd., 0/00% equity of Sichuan Ling Feng Aviation Hydraulic Machinery Co., Ltd./kloc-
1. The way, counterparty and underlying assets of this major asset restructuring.
This major asset restructuring is the company's non-public offering of shares to the counterparty to purchase the underlying assets held by the counterparty; The company's counterparties are AVIC, Electromechanical Company, Gekko Electromechanical Company and Huarong Company; The target assets to be purchased by the company are 65,438+000% equity of Zheng Fei Company held by AVIC Electromechanical Company, Gekko Electromechanical Company and Huarong Company, 65,438+000% equity of Sichuan Fan Hua Instrument after being restructured into a limited liability company, 65,438+000% equity of Qing 'an Group and 65,438+000% equity of Shaanxi Aircraft Electric Company.
2. The type and face value of the shares issued this time.
The shares issued this time are domestic listed RMB ordinary shares (A shares) with a par value of RMB 65,438+0 yuan per share.
3. Issue price of this offering
The issue price of this issue is the average transaction price of the company's A shares in the 20 trading days before the announcement date of the resolution of the board of directors (hereinafter referred to as the "pricing benchmark date"), that is, 65,438+04.53 yuan/share.
4. The transaction price of the underlying assets
The transaction price of the underlying assets will be determined according to the value of the underlying assets listed in the asset appraisal report issued by Beijing Zhongtonghua Assets Appraisal Co., Ltd. and filed by the State Council State-owned Assets Supervision and Administration Commission on the base date of this major asset reorganization (2065438+August 3, 2000), which is estimated to be about RMB 3.638 billion.
5. Number of issues this time
The number of shares issued this time is estimated to be about 250,359,900 shares.
6. Lock-in period and listing arrangement
The newly-added shares subscribed by AVIC, Electromechanical Company and Gekko Electromechanical through this major asset restructuring shall not be transferred within 36 months from the date when the shares are registered in their names. The newly-added shares subscribed by Huarong Company through this major asset restructuring shall not be transferred within 12 months from the date when these shares are registered in its name.
7. Carry-over arrangement of undistributed profits before this issuance.
The accumulated undistributed profits of the company before this issuance shall be shared by the new and old shareholders according to the shareholding ratio after this issuance.
8. Validity of the resolution
The resolution on this major asset restructuring plan shall be valid within 12 months from the date of consideration and adoption by the shareholders' meeting.
Sixth, about the motion.
Seven. The Proposal on Adjusting the Professional Committee of the Company was reviewed and approved.
According to the changes of directors, the Company's strategy committee and nomination committee are adjusted as follows: the strategy committee, with chairman Wang Jian and members Wang Wei, Qin Hongyuan, Wang Chenghai and Zhang Zhuo; Nomination Committee, director: Zhang Zhuo, members: Wang Jian, Wang Chenghai and Luo Ruoyan.