China UAV: Verification opinions of China Securities Co., Ltd. and AVIC Securities Co., Ltd. on the expected daily related party transactions of AVIC (Chengdu) UAV Systems Co., Ltd. in 2025
DATE:  Apr 01 2025

China Securities Co., Ltd., AVIC Securities Co., Ltd

About AVIC (Chengdu) Unmanned Aircraft Systems Co., Ltd

Verification opinions on the expected daily related party transactions in 2025

China Securities Co., Ltd. (hereinafter referred to as "CSC Securities") and AVIC Securities Co., Ltd. (hereinafter referred to as "AVIC Securities", CSC Securities and AVIC Securities are collectively referred to as the "Joint Sponsors") as the joint sponsors of the initial public offering of shares of AVIC (Chengdu) UAV Systems Co., Ltd. (hereinafter referred to as "CAV", "the Company") and listed on the Science and Technology Innovation Board, in accordance with the Administrative Measures for the Sponsorship Business of Securities Issuance and Listing and Article 5 of the Self-Regulatory Guidelines for Listed Companies on the Shanghai Stock Exchange No. - Transactions and Related Party Transactions" and other relevant regulations, the matters expected for the daily related party transactions of China UAV in 2025 have been verified, and the verification situation and verification opinions are as follows:

1. Basic information on daily related party transactions

(1) Deliberation procedures for the performance of routine related-party transactions

On March 28, 2025, the company held the 26th meeting of the fifth board of directors and the fifth session of supervisors

At the 14th meeting, the "Proposal on the Company's 2025 Daily Related Party Transaction Estimate" was deliberated and approved; When the board of directors of the company deliberated on the proposal, the affiliated directors Zhang Xiaojun, Cheng Zhong, Zhou Wei and Zhang Xin abstained from voting, and the non-affiliated directors attending the meeting unanimously agreed to the proposal. When the board of supervisors of the company deliberated on the proposal, the supervisors present at the meeting unanimously agreed to the proposal. The deliberation process of this motion is in accordance with the provisions of relevant laws and regulations.

The proposal was deliberated at the special meeting of the independent directors, and all the independent directors unanimously agreed to submit the proposal to the board of directors for deliberation, and formed the following opinions: the annual daily related party transactions are expected to be carried out in accordance with the company's 2025 production and operation plan, in order to ensure the company's normal production and operation activities, and the related party transactions involved will not affect the company's independence. The pricing principle of related-party transactions is fair and reasonable, in line with market principles, in line with the provisions of relevant laws and regulations, the decision-making authority is legal, and there is no harm to the interests of the company and its shareholders, especially small and medium-sized shareholders. Agreed to submit the matters expected for the company's daily related party transactions in 2025 to the board of directors for deliberation as a proposal.

The Audit and Risk Control Committee of the Board of Directors issued a prior audit opinion: the execution of the Company's daily related party transactions in 2024 did not exceed the estimated amount, and the legal procedures were performed, reflecting the principles of integrity, fairness and impartiality.

There is no act that harms the interests of the company and shareholders, especially small and medium-sized shareholders. The daily related party transactions in 2025 are calculated according to the company's 2025 production and operation plan to meet the company's normal production and business activities, and the related party transactions involved will not affect the company's independence. The decision-making authority of related-party transactions is in accordance with relevant laws, regulations, normative documents, the Articles of Association and the relevant provisions of the Management System for Related-Party Transactions. The pricing principle of related party transactions is fair and reasonable, in line with market principles, and there is no harm to the interests of the company and its shareholders, especially small and medium-sized shareholders. The Audit and Risk Committee agrees with the proposal and agrees to submit it to the Board for consideration.

The expected matters of this daily related party transaction still need to be submitted to the general meeting of shareholders for deliberation, and related shareholders need to abstain from voting.

(2) The estimated amount and category of routine related party transactions in 2025

The following is the company's 2025 daily related party transaction estimates:

Unit: 10,000 yuan

Related Party Transactions 2025 Expected Proportion of Similar Business From the beginning of this year to the disclosure date of 2024 Actual proportion of similar business This time the estimated amount is the same as that of the previous year

There is a large difference between the proportion of the amount of the amount of related persons (%) and the proportion of the cumulative amount of the amount incurred by related persons (%)

Raw transaction amount reason

Adoption of related parties Aviation Industry Corporation of China (AVIC) is expected to increase based on market conditions

Purchase and acceptance of goods (hereinafter referred to as "AVIC set 140,000.00 40.00 18,668.21 93,643.23 39.07 put into production

Labor Corps") and its subordinate enterprises

Sell AVIC and its subsidiaries to related parties

Commodities sold and provided 140,000.00 45.00 22,640.73 58,547.40 85.44 Forecast based on market conditions

Labor

In relation to human property

The company's financial limited liability is based on the operating forecast cash flow

(Note: Daily any company 200,000.00 / 103,353.33 115,423.18 / condition changes

Maximum deposit balance

Yu)

Total 480,000.00 / 144,662.27 267,613.81 / /

Note: The estimated 2025 amount in the table above as a percentage of similar businesses is based on the current business development.

(3) The forecast and implementation of routine related-party transactions in 2024

The following is the actual occurrence of the company's daily related party transactions in 2024:

Unit: 10,000 yuan

2024 Forecast 2024 Estimated amount and actual issuance

Category of related party transaction Related party Amount Amount of related party There is a large difference in the amount of occurrence and the amount of birth

cause

Purchase commodities from related parties, receive production tasks and deliveries from AVIC

Adjusted by the labor corps and its subordinates 140,000.00 93,643.23 pay plan

enterprise

Selling goods to related parties, mentioning the sale of related parties of AVIC Group Company is not

Labor Corps and its subordinates 100,000.00 58,547.40 and expected

enterprise

In the AVIC set of related person finance companies

Deposit (Note: Daily Maximum Deposit Group Finance Limited 200,000.00 115,423.18 /

balance) liability company

Total 440,000.00 267,613.81

2. Basic information and related relationships of related parties

(1) Aviation Industry Corporation of China

1. Basic information

Company name: Aviation Industry Corporation of China

Founded on November 6, 2008

Unified social credit 91110000710935732K

code

The registered capital is 6,400,000 yuan

Legal representative: Zhou Xinmin

Residence: Building 19, Courtyard 5, Shuguang Xili, Chaoyang District, Beijing

Shareholding structure: 100% held by the State-owned Assets Supervision and Administration Commission of the State Council

operating state-owned assets within the scope of authorization of the State Council; Military aircraft and engines, guided weapons, military fuel

Research, design, development, testing, production, sales of gas turbines, weapons and equipment supporting systems and products,

maintenance, warranty and service business; Finance, Leasing, General Aviation Services, Transportation, Medical, Engineering

investment and management of survey and design, engineering contracting and construction, real estate development and other industries; Civil aircraft

and engines, airborne equipment and systems, gas turbines, automobiles and motorcycles and engines (including parts),

Business scope Design, research, development, testing and production of refrigeration equipment, electronic products, environmental protection equipment and new energy equipment

production, sales and maintenance services; equipment leasing; engineering survey and design; engineering contracting and construction; Real estate opens

development and management; technology transfer and technical services related to the above businesses; import and export business; Technology of the ship

development and sales; engineering equipment technology development; Technology development of new energy products. (Enterprises are independently selected in accordance with the law.)

Select business projects and carry out business activities; Projects subject to approval in accordance with the law shall be approved in accordance with the approval of the relevant departments

business activities; shall not engage in the business activities of projects prohibited and restricted by the city's industrial policy. )

2. Affiliation

AVIC is the controlling shareholder and actual controller of the Company, and meets the requirements of the Listing Rules of the Science and Technology Innovation Board of the Shanghai Stock Exchange, and constitutes an affiliated relationship with the Company.

3. Ability to perform the contract

The related party exists in accordance with the law and operates normally, and according to the financial status of the related party, it has sufficient performance ability and can strictly abide by the contract.

(2) AVIC Finance Co., Ltd

1. Basic information

Company name: AVIC Finance Co., Ltd

Founded on May 14, 2007

Unify social 91110000710934756T

with code

The registered capital is RMB 395,138 million

Legal representative: Zhou Chunhua

Address: No. 10, East Third Ring Middle Road, Chaoyang District, Beijing

Aviation Industry Corporation of China holds 66.54%; AVIC Investment Holdings Co., Ltd. holds 28.16%;

Shareholding structure: AVIC Xi'an Aircraft Industry Group Co., Ltd. holds 3.64%; Guizhou Guihang Auto Parts Co., Ltd. has

Limited to 1.66%

Licensed items: Corporate group finance company services. (For projects subject to approval in accordance with the law, after approval by relevant departments.)

Business scope can carry out business activities, and the specific business projects are subject to the approval documents or licenses of relevant departments) (shall not

Engage in business activities of projects prohibited and restricted by national and municipal industrial policies. )

2. Affiliation

AVIC Finance Co., Ltd. and the Company are both controlled by AVIC and meet the conditions of affiliation as stipulated in the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and constitute an affiliated relationship with the Company.

3. Ability to perform the contract

The related party exists in accordance with the law and operates normally, and has sufficient performance capacity and can strictly abide by the contract according to the financial status of the related party to the transaction.

3. The main content of daily related party transactions

The main content of the company's transactions with related parties is the purchase of goods, the acceptance of labor services, and the export of goods from related parties

Selling goods, providing services, and deposits.

The transactions between the company and its related parties are carried out in accordance with the principles of voluntariness, equality, mutual benefit, fairness and fairness. The transaction price is executed according to the fair market price; When there is no clear market price and government-guided price for the goods or services traded, the parties to the transaction shall determine the transaction price through negotiation and sign a relevant related party transaction agreement to clarify the price of the related party transaction.

Fourth, the purpose of daily related party transactions and the impact on listed companies

The related party transactions between the Company and the above-mentioned related parties are necessary for the Company's normal production and business activities, and are an important means for the Company to rationally utilize resources and reduce operating costs, which have a positive impact on the Company's long-term development. The pricing policy of various day-to-day related party transactions strictly follows the general commercial principles of openness, fairness, impartiality and equivalent compensation, which is conducive to the development of the company's related business and does not harm the rights and interests of the company and shareholders. The occurrence of the above transaction will not adversely affect the Company's ability to continue as a going concern, profitability and asset independence.

5. Verification opinions of the joint sponsor institution

After verification, the joint sponsor believes that:

The estimated daily related party transactions of China UAV in 2025 have been deliberated and approved by the special meeting of the board of directors and independent directors of China UAV, and need to be submitted to the general meeting of shareholders of the company for deliberation, in accordance with the provisions of relevant laws and regulations. The daily related party transactions and plans of China UAV are in line with the needs of normal business operations, do not harm the interests of listed companies and small and medium-sized shareholders, and will not have a material adverse impact on the independence of listed companies. The joint sponsors have no objection to the expected daily related party transactions of China UAV in 2025.

(No text below)

Signature and seal page of the 2025 Estimated Verification Opinion on Routine Related Party Transactions of UAS Co., Ltd.)

Sponsor Representative:

Liu Jiaqi Liu Xianfeng

China Securities Co., Ltd

YYYYYYYYYYYYYYYYY

Signature and seal page of the 2025 Estimated Verification Opinion on Routine Related Party Transactions of UAS Co., Ltd.)

Sponsor Representative:

Sun Jie, Shen Xiqiang

AVIC Securities Limited

YYYYYYYYYYYYYYYYY

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