China Economic Net, Beijing, December 26 - AVIC *** shares *** referred to as "Zhongzhi shares", 600038SH) issued an announcement last night that the company's issuance of shares to purchase assets was approved by the M&A and Reorganization Review Committee of the Shanghai ** Stock Exchange.
Zhongzhi Co., Ltd. plans to issue shares to purchase 100% of the shares of Changhe Aircraft Industry (Group) Co., Ltd. and Harbin Aircraft Industry Group Co., Ltd. and raise matching funds (hereinafter referred to as the "reorganization"). The reorganization is expected to constitute a major asset restructuring as stipulated in the Administrative Measures for the Material Asset Restructuring of Listed Companies, and also constitutes a related party transaction of the company, and the reorganization will not lead to a change in the actual controller of the company.
On December 25, 2023, the M&A and Reorganization Review Committee of the Shanghai ** Stock Exchange held the 10th review meeting of the M&A and Reorganization Review Committee in 2023 to review the company's application for this restructuring. The restructuring has been approved by the M&A and Reorganization Review Committee of the Shanghai ** Exchange (according to the "Announcement on the Results of the 10th Review Meeting of the M&A and Reorganization Review Committee of the Shanghai ** Exchange in 2023" issued by the Shanghai ** Exchange, the results of this meeting are: the transaction meets the restructuring conditions and information disclosure requirements).
On December 14, Zhongzhi Co., Ltd. issued a report (draft) on issuing shares to purchase assets and raising matching funds and related party transactions (draft) (the previous draft). The listed company intends to issue shares to purchase 100% of the shares of Changfei Group and Hafei Group, including issuing shares to AVIC to purchase 92 of Changfei Group held by it43% of the shares, Hafei Group 8079% of the shares, issued shares to the Aviation Industry Group to purchase its holdings of Changfei Group 757% of the shares, Hafei Group 1921% equity.
Taking November 30, 2022 as the valuation reference date, Zhongfa International used the asset-based method and the income method to evaluate the value of all shareholders' equity of the target company, and used the asset-based method valuation results as the final evaluation conclusion. Zhongfa International has issued Zhongfa Ping Bao Zi [2023] No. 016 and Zhongfa Ping Bao Zi [2023] No. 017 asset appraisal reports, and the above appraisal reports have been filed with the State-owned Assets Supervision and Administration Commission. The specific valuation of the underlying assets on the valuation base date is as follows:
According to the appraisal results recorded, as of the appraisal base date, the appraised value of 100% equity of Changfei Group, the subject asset of this transaction, was 227,614780,000 yuan. The parties unanimously agreed that the state-owned exclusive capital reserve of 42,741990,000 yuan is not included in the consideration of this transaction, and the transaction price of 100% equity of Changfei Group, the subject asset of this transaction, is determined to be 184,872790,000 yuan.
As of the appraisal base date, the appraised value of 100% equity of Hafei Group, the subject asset of this transaction, was 322,955090,000 yuan. The parties unanimously agreed to determine the transaction price of 100% equity of Hafei Group, the subject asset of this transaction, as 322,955090,000 yuan.
The total amount of the transactions of 100% equity interest of Changfei Group and Hafei Group** (excluding the amount of matching funds raised) was 507,827880,000 yuan.
The appraised value of 100% equity of Changfei Group is 232,265320,000 yuan, the appraised value of 100% equity of Hafei Group is 335,516660,000 yuan, compared with the assessment results based on November 30, 2022, there is no assessment impairment. The results of the additional evaluation will not have a material impact on the transaction. The transaction price is still based on the evaluation results as of November 30, 2022, and the transaction price remains unchanged. The results of the additional assessment are not used as the basis for valuation, and have not been filed separately by the State-owned assets supervision and administration agency.
The total amount of supporting funds raised by Zhongzhi Co., Ltd. does not exceed 3 billion yuan, which does not exceed 100% of the transaction ** to purchase assets by issuing shares, and the number of shares issued does not exceed 30% of the total share capital of the listed company after the completion of the purchase of assets by issuing shares. The first type of matching funds to be issued this time is the domestically listed RMB ordinary shares (A shares), with a par value of RMB 1 per share00 yuan.
After deducting the taxes and intermediary fees related to this transaction, the matching funds raised this time are intended to be used for new and unmanned aerial vehicle research and development capacity building projects, aviation comprehensive maintenance capacity improvement and industrialization projects, production capacity improvement projects and other projects, as well as to supplement the liquidity of listed companies and target companies or repay debts after this transaction. Among them, the proportion used to supplement the liquidity of the listed company and repay debts shall not exceed 25% of the transaction consideration for the purchase of assets by issuing shares.
In this transaction, Zhongzhi Co., Ltd. intends to issue A shares** to no more than 35 qualified specific objects, including AVIC and airborne companies, to raise matching funds. Among them, AVIC intends to subscribe for the amount of supporting funds raised for 200 million yuan, and the airborne company intends to subscribe for the amount of supporting funds for raising 100 million yuan.
The issuance of shares to raise matching funds to take the form of inquiry issuance, the pricing benchmark date for the first day of the issuance period of the raising of matching funds to issue shares, the issuance of ** not less than 80% of the average trading price of the company in the first 20 trading days before the first day of the issuance period. The final issuance will be approved by the Shanghai Stock Exchange and registered by the China Securities Regulatory Commission, by the board of directors of the listed company in accordance with the authorization of the general meeting of shareholders, in accordance with the provisions of relevant laws, administrative regulations and normative documents, according to the issuance of the object of subscription, and the lead underwriter of the raised matching funds to negotiate and determine. AVIC and Airborne Company do not participate in the market inquiry process for the pricing of the matching funds raised, but promise to accept the market bidding results and subscribe with the same ** as other investors. If the issuance is not generated through the above-mentioned inquiry, AVIC and Airborne Company will continue to participate in the subscription in accordance with 80% of the average trading price of Zhongzhi shares** in the 20 trading days before the pricing benchmark date of the raising of matching funds (two decimal places will be retained according to the "further method").
The shares issued by Zhongzhi Co., Ltd. to AVIC and Airborne Company to raise matching funds shall not be transferred in any way within 18 months from the date of the end of the issuance of such shares, but the transfer shall not be subject to this restriction under the premise of applicable lawThe shares issued by the shares subscribed by other issuers due to the raising of matching funds shall not be transferred within 6 months from the date of the end of the share issuance.
The accumulated undistributed profits before the completion of the matching funds raised shall be shared by all shareholders of the listed company after the completion of the matching funds raised according to the proportion of their shareholdings after the completion of the matching funds.
In this transaction, the counterparties of the transaction of issuing shares to purchase assets, Aviation Industry Group and AVIC are the actual controllers and controlling shareholders of Zhongzhi Co., Ltd., and AVIC and Airborne Company intend to participate in the subscription of supporting funds raised this time. Therefore, in accordance with the relevant provisions of the Administrative Measures for Restructuring and the *Listing Rules, this transaction constitutes a connected transaction.
After the completion of the issuance of shares to purchase assets, the control of Zhongzhi shares has not changed, and AVIC is still the controlling shareholder of Zhongzhi shares, directly holding 53 shares of Zhongzhi62% stake;AVIC is still the actual controller of Zhongzhi Shares, and the total proportion of control over the equity of Zhongzhi Shares is 5992%。
Before this transaction, Zhongzhi Co., Ltd. provided parts for various types of domestic enterprises, and the company also developed and manufactured AC series civil aircraft of various types and different tonnages to meet various purposes, as well as Y-12 and Y-12F series general aircraft. After the completion of this transaction, Zhongzhi will expand the scope of products, improve the overall production capacity of products, and effectively improve the main business capacity.
The independent financial adviser of Zhongzhi Co., Ltd. in this transaction is China International Capital Co., Ltd., the financial adviser is AVIC, the legal adviser is Beijing Jingtian & Gongcheng Law Firm, the audit institution is Dahua Certified Public Accountants (special general partnership), and the asset appraisal agency is Zhongfa International Asset Appraisal
*: China Economic Net.