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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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