CITIC Construction Investment Securities Co., Ltd. and AVIC Securities Co., Ltd. (hereinafter referred to as the "Sponsor") serve as the initial public offering of AVIC (Chengdu) Unmanned Aerial Vehicle Systems Co., Ltd. (hereinafter referred to as "China Unmanned Aerial Vehicle" or "the Company") The sponsors of the stock and listing on the Science and Technology Innovation Board, in accordance with the relevant provisions of the measures for the Administration of the recommendation Business of Securities issuance and listing, the rules for the listing of shares on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and the self-regulatory guidelines No. 1-standardized Operation of listed companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange, a prudent verification has been carried out on the listing and circulation of restricted shares in the strategic public offering of Chinese drones, and the verification and opinions are as follows:
According to the China Securities Regulatory Commission's "Approval of the Approval of the Registration of the Initial Public Offering of AVIC (Chengdu) UAV Systems Co., Ltd." (Securities Regulatory License [2022] No. 825), China UAV publicly issued a par value of 1 to the public. 135,000,000 RMB ordinary shares were listed on the Science and Technology Innovation Board of the Shanghai Stock Exchange on June 29, 2022. After the completion of the company's initial public offering of shares, the total share capital is 675,000,000 shares, of which 121,794,229 shares are tradable under unlimited conditions and 553,205,771 shares are tradable under limited conditions. For details, please refer to the "Announcement on the Listing of China UAV's Initial Public Offering on the Science and Technology Innovation Board" disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on June 28, 2022.
The restricted shares in circulation are the Company's initial public offering of strategic placement of restricted shares, involving 2 shareholders of restricted shares, corresponding to 6,182,380 shares, accounting for 0.92 of the total share capital of the Company, and the restricted period is 24 months from the date of listing of the Company's shares. The current restriction period is about to expire, and this part of the restricted shares will be listed and circulated on July 1, 2024.
Since the formation of the restricted shares in circulation, there has been no change in the number of share capital due to profit distribution or increase in provident fund.
The shareholders of the strategic placement restricted shares in circulation in this listing, CITIC Construction Investment Co., Ltd. and Aviation Securities Science and Technology Investment Co., Ltd., have committed themselves to the strategic placement shares allocated to them as follows:
"The Company undertakes that the holding period of the shares to be acquired by the Company in this strategic placement will be 24 months from the date of the issuer's initial public offering and listing. After the expiration of the restriction period, the reduction of the shares to be acquired by the Company in this placement shall be subject to the relevant provisions of the China Securities Regulatory Commission and the Shanghai Stock Exchange on share reduction."
In addition to the above commitments, the shareholders of restricted shares applying for listing and circulation have no other special commitments regarding the above restricted shares.
In addition, the shareholder Hangzheng Kechuang Investment Co., Ltd. has undertaken the following commitments in respect of its pre-IPO restricted shares (not involving this listing and circulation):
"1. Within 36 months from the date of acquisition of the company's shares to the date of the company's initial public offering and listing, the company will not transfer or entrust others to manage the shares issued before the company's initial public offering directly and indirectly held by the company (including shares derived from this part, such as bonus shares, capital accumulation fund conversion, etc.), nor will the company repurchase this part of the shares.
2. If there are other restrictions on the transfer of the Company's shares by laws, administrative regulations, administrative rules of the China Securities Regulatory Commission, business rules of the stock exchange and other normative documents, the Company undertakes to agree to abide by them together.
3. If the Company reduces its shareholding in the Company in violation of this Letter of Commitment or relevant laws and regulations, the Company undertakes that the proceeds from the illegal reduction of the Company's shareholding shall belong to the Company."
As of the date of issuance of this verification opinion, the shareholders of the above-mentioned restricted shares applying for listing and circulation have strictly fulfilled their corresponding commitments, and there is no failure to fulfill the relevant commitments and affect the listing and circulation of the restricted shares.
The Company does not have any funds occupied by the controlling shareholder and its related parties.
The total number of restricted shares in circulation in this listing of the (I) is 6,182,380 shares, accounting for 0.92 of the total share capital of the company, the restricted sale period is 24 months from the date of listing of the company's shares, and the number of listed shares in circulation is the number of all strategic allotment shares in the restricted sale period.
List of (III) restricted shares listed and circulated
1 Hangzheng Kechuang Investment Co., Ltd. 16,591,190 2.46 3,091,190 13,500,000
2 CITIC Construction Investment Co., Ltd. 3,091,190 0.46 3,091,190 0
Total 19,682,380 2.92 6,182,380 13,500,000
Note: The remaining 13,500,000 restricted shares of Hangzheng Kechuang Investment Co., Ltd. were acquired before the initial public offering, and the restriction period is 36 months from the date of listing of the company's shares.
Table of the listing and circulation of restricted shares in (IV)
1 Strategic Placement 6,182,380 24 from the date of listing of the Company's shares
Months
6,182,380/
Upon verification, the sponsor believes that:
As of the date of issuance of this verification opinion, the holders of the above-mentioned restricted shares of China UAV have fulfilled their commitments in the company's initial public offering; the listing and circulation of the restricted shares is in line with the requirements of relevant laws, regulations and normative documents such as the Shanghai Stock Exchange Science and Technology Innovation Board Stock listing rules and the Shanghai Stock Exchange Science and Technology Innovation Board self-discipline Supervision guidelines No. 1-standardized Operation; the number of restricted shares lifted and the time of listing and circulation are in line with relevant laws, administrative regulations, departmental rules, relevant rules and shareholder commitments; the disclosure of information on the listing and circulation of restricted shares in this initial public offering is true, accurate and complete.
In summary, the sponsor has no objection to the listing and circulation of restricted shares in the initial public offering of China UAV.
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(there is no text on this page, which is the signature and seal page of the verification opinions of CITIC Construction Investment Securities Co., Ltd. and AVIC Securities Co., Ltd. on the listing and circulation of restricted shares of AVIC (Chengdu) UAV Systems Co., Ltd.)
Sponsor representative:
Yuan Dejiang Liu Xianfeng
CITIC Construction Investment Securities Co., Ltd.
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Sponsor representative:
Sun Jie Shen Xi Qiang
AVIC SECURITIES LIMITED
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