AVIC (Chengdu) UAV Systems Co., Ltd. Short-form Equity Change Report.
DATE:  Feb 06 2024

Name of listed company: AVIC (Chengdu) UAV System Co., Ltd.

Stock Listing Location: Shanghai Stock Exchange

Stock abbreviation: Medium Drone

Ticker: 688297

Name of information disclosure obligor: Chengdu Aircraft Industry (Group) Co., Ltd.

Address of information disclosure obligor: No. 88, Weiyi Road, Huangtianba, Qingyang District, Chengdu City, Sichuan Province

Correspondence address: No. 88, Weiyi Road, Huangtianba, Qingyang District, Chengdu City, Sichuan Province

the nature of the share change: the shareholding ratio remains unchanged, and the proportion of disposable voting rights decreases

Short Form Equity Change Report Signed Date: February 6, 2004

Information Disclosure Obligor Statement

This information disclosure obligor undertakes that there are no false records, misleading statements or material omissions in this report on changes in equity, and assumes individual and joint legal responsibility for its truthfulness, accuracy and completeness.

1. This report is prepared by Chengdu Aircraft Industry (Group) Co., Ltd. in accordance with the the People's Republic of China Company Law, the the People's Republic of China Securities Law, the Measures for the Administration of Acquisitions of Listed Companies, the Guidelines for the Content and Format of Information Disclosure by Companies Offering Securities to the Public No. 15-Report on Changes in Equity "and other relevant laws, regulations and regulatory documents.

2. the signing of this report by the information disclosure obligor has obtained the necessary authorization and approval, and the performance of its procedures does not violate or conflict with any provisions in the articles of association or internal rules of the information disclosure obligor.

3. in accordance with the provisions of the the People's Republic of China Securities Law, the Measures for the Administration of Acquisitions of Listed Companies, and the Guidelines for the Content and Format of Information Disclosure of Publicly Issued Securities Companies No. 15-Report on Changes in Equity, this report has fully disclosed The changes in the shares in which the information disclosure obligor has an interest in the UAV.

4. As of the date of signing of this report, except for the shareholding information disclosed in this report, the above-mentioned information disclosure obligors have not increased or decreased the shares in which they have an interest in the drone through any other means.

5. this change in equity is based on the information contained in this report. No person other than this disclosure obligor has entrusted or authorized any other person to provide information not listed in this report and to make any explanation or explanation to this report.

6. this change in equity is caused by the termination of the voting rights entrustment agreement, Aviation Industry Chengfei has signed the "Voting Rights Delegation Agreement Dissolution Agreement" with Aviation Industry Group.

The 7. Information Disclosure Obligor undertakes that there are no false records, misleading statements or material omissions in this report, and assumes legal responsibility for its truthfulness, accuracy and completeness.

8. some of the data in this report need to be rounded, so there may be differences in the mantissa, to draw the attention of investors.

Section 1 Interpretation

In this report, unless the context indicates otherwise, the following abbreviations have the following meanings:

Section II Information Disclosure Obligor Introduction

Basic information of 1. information disclosure obligors

Basic information on the directors and their principals of 2. information disclosure obligors

As of the date of this report, the basic information of the directors and key persons in charge of Aviation Industry Chengfei is as follows:

Where the 3. information disclosure obligor has an interest in shares in other domestic and overseas listed companies that reach or exceed 5% of the issued shares of the company

As of the date of signing of this report, the information disclosure obligor has no interest in shares of other listed companies in China or abroad that reach or exceed 5% of the issued shares of the company.

section 3 purpose of this equity change and subsequent plans

1. the purpose of this equity change

On July 25, 2023, Aviation Industry Chengfei and Aviation Industry Group signed the Voting Rights Delegation Agreement, in which Aviation Industry Group unconditionally and irrevocably delegated to Aviation Industry Chengfei the voting rights represented by 16.41 per cent of the shares of China's unmanned aerial vehicles transferred free of charge.

On February 5, 2024, Aviation Industry Chengfei and Aviation Industry Group signed the "Agreement on the Dissolution of Voting Rights Entrustment Agreement". After mutual consultation, the two parties intend to terminate the voting rights entrustment arrangement under the Voting Rights Entrustment Agreement.

2. plan to increase or decrease its holdings in the next twelve months

As of the date of signing this report, except for this equity change, Aviation Industry Chengfei has no plans to continue to increase or reduce its shareholding in China's drones in the next 12 months. According to the actual situation of the listed company, if the information disclosure obligor forms a clear plan or specific plan on the above matters in the future, the information disclosure obligor will perform the relevant approval procedures and information disclosure obligations in strict accordance with the provisions of relevant laws and regulations.

Section IV Modes of Changes in Equity

1. the number and proportion of shares in which the information disclosure obligor has an interest in the listed company before and after this equity change

The change in equity is caused by the termination of the voting power and does not involve a change in the number of shares held. Before this equity change, the information disclosure obligor held 67,500,000 shares of China UAV, accounting for 10.00 of the total share capital of the listed company, and 178,250,502 shares of China UAV voting rights, accounting for 26.41 of the total share capital of the listed company. Aviation Industry Group indirectly holds shares of China UAV through Aviation Industry Chengfei, Aviation Industry Chengdu Institute, China Aviation Technology, Aviation Certificate Science and Technology, and Aviation Industry Industry Fund, and directly and indirectly holds 363,439,247 shares of China UAV in total, it accounts for 53.85 per cent of the total share capital of listed companies and owns 53.85 per cent of the voting rights of drones. After this equity change, the information disclosure obligor holds 67,500,000 shares of China UAV, accounting for 10.00 of the total share capital of the listed company, and the number of voting shares of China UAV is 67,500,000, accounting for 10.00 of the total share capital of the listed company; aviation The total number of shares of listed companies directly and indirectly held by the Industrial Group and the proportion of voting rights held in total remain unchanged.

The details before and after this equity change are as follows:

2. the contents of the agreement related to this equity change

(I) the main body of the contract and the signing time

1. Trustee: Aviation Industry Chengfei

2. Client: Aviation Industry Group

3. Signed on: February 5, 2024

The main content of the release of the (II) voting rights.

1. the entrusting party and the entrusted party agree through negotiation that the voting power entrustment agreement signed by both parties shall be dissolved from the effective date of the dissolution agreement of the voting power entrustment agreement. From the effective date of the Termination Agreement of the Voting Rights Entrustment Agreement, unless otherwise agreed, the parties shall no longer perform their rights and obligations under the Voting Rights Entrustment Agreement.

2. The two parties confirm that since the signing and entry into force of the Voting Rights Entrustment Agreement, the two parties have effectively fulfilled their rights and obligations under the agreement, and there is no dispute or potential dispute between the two parties.

3. both parties confirm that from the effective date of the termination agreement of voting power entrustment agreement, aviation industry chengfei holds 67,500,000 shares of china unmanned aerial vehicle, accounting for 10.00 of its total share capital, and china unmanned aerial vehicle has 67,500,000 shares of disposable voting rights, accounting for 10.00 of its total share capital; Aviation Industry Group directly holds 112,066,485 shares of China unmanned aerial vehicle, accounting for 16.60 of its total share capital, directly and indirectly through the subject under its control, China UAV has 363,439,247 shares of disposable voting rights, accounting for 53.85 per cent of its total share capital, and the controlling shareholder of China UAV has been changed from Aviation Industry Chengfei to Aviation Industry Group, and the actual controller of China UAV has not changed and remains Aviation Industry Group.

4. The two parties agree to determine the entrusted management fee during the custody period in accordance with the "Voting Rights Entrustment Agreement", and shall pay it to the bank account designated by Aviation Industry Chengfei within 30 days from the date of completion of the annual dividend of China UAV.

5. The "Agreement on the Dissolution of Voting Rights Entrustment Agreement" is established and effective from the date when the legal representatives or authorized representatives of both parties sign and affix the official seals of both parties.

Description of whether there are restrictions on rights in 3. shares

As of the date of signing this report, the shares whose voting rights have been released are the shares before the initial public offering of shares in China UAV, which are still in the restricted period. Except for the above circumstances, there are no other rights restrictions on these shares, including but not limited to the situation where the rights of shares are restricted by pledge, freezing or judicial enforcement. The specific public commitments made by Aviation Industry Chengfei in respect of such shares as the initial public offering of Chinese drones have been continued by Aviation Industry Group after the completion of the free transfer.

the relevant procedures and specific time for the 4. of this equity change

On February 5, 2024, Aviation Industry Chengfei and Aviation Industry Group signed the "Agreement on Dissolution of Voting Rights Delegation Agreement".

5. whether the information disclosure obligor has not paid off its liabilities to the listed company, has not released the guarantee provided by the listed company for its liabilities, or is otherwise detrimental to the interests of the listed company

As of the date of this report, there are no other circumstances in which Aviation Industry Chengfei and its affiliates have not liquidated their non-operating liabilities to China's drones, have not released the guarantees provided by China's drones for their liabilities, or have harmed the interests of China's drones.

Section V. Purchase and Sale of Trading Shares of Listed Companies in the First Six Months

Within 6 months up to the date of signing this report, except for the free transfer of the disclosed state-owned equity, the information disclosure obligor has not bought or sold the shares of listed companies through centralized trading on the stock exchange.

Section VI Other Significant Matters

As of the signing date of this report, the information disclosure obligor has truthfully disclosed the relevant information of this equity change in accordance with relevant regulations. There is no other information that must be disclosed in order to avoid misunderstanding of the content of this report, and there is no China Other information required by the China Securities Regulatory Commission or the Shanghai Stock Exchange to provide information disclosure obligors in accordance with the law.

Section 7 Information Disclosure Obligor Statement

I (and the institution I represent) undertake that there are no false records, misleading statements or material omissions in this report, and accept individual and joint legal responsibility for its truthfulness, accuracy and completeness.

Chengdu Aircraft Industry (Group) Co., Ltd. (Seal)

Legal representative (or authorized representative): Song Chengzhi

6 February 2024

Section VIII Documents for Reference

1. documents for future reference

(I) Aviation Industry Chengfei's legal person business license;

The list of directors and their principal responsible persons of (II) Aviation Industry Chengfei and their identification documents;

(III) Aviation Industry Chengfei and Aviation Industry Group signed the "Voting Rights Entrustment Agreement Dissolution Agreement";

(IV) other documents required by the CSRC or the stock exchange.

2. Reference Location

The above documents are available as of the date of this report.The man-machine office address is available during normal working hours.

Schedule of Short Form Equity Change Report:

Chengdu Aircraft Industry (Group) Co., Ltd. (Seal)

Legal representative (or authorized representative): Song Chengzhi

Signed: 6 February 2024

securities code: 688297 securities abbreviation: China drone announcement number: 2024-004

The cancellation of the voting power entrustment agreement and the change of the controlling shareholder of AVIC (Chengdu) UAV System Co., Ltd.

Announcement

the company's board of directors and all directors to ensure that the contents of this announcement does not exist any false records, misleading statements or major omissions, and the authenticity, accuracy and completeness of the contents of the legal responsibility.

Important Note:

● This change in equity is due to the termination of the voting power agreement and does not touch on the offer.

● China Aviation Industry Group Co., Ltd. (hereinafter referred to as "Aviation Industry Group") and Chengdu Aircraft Industry (Group) Co., Ltd. (hereinafter referred to as "Aviation Industry Chengfei") signed the "About Voting Rights Agreement" on February 5, 2024. Dissolution Agreement ", aviation Industry Group will no longer entrust Aviation Industry Chengfei to exercise the voting rights represented by 110,750,502 shares of the company (hereinafter referred to as" the underlying shares ") with a shareholding ratio of 16.41 (hereinafter referred to as" the termination of the voting power "or" the change in equity ").

● After this equity change, Aviation Industry Chengfei holds 67,500,000 shares of the company, accounting for 10.00 of the company's total share capital, and has 67,500,000 disposable voting shares in the company, accounting for 10.00 of the company's total share capital; Aviation Industry Group The company directly holds 112,066,485 shares of the company, accounting for 16.60 of the company's total share capital, and directly and indirectly owns 363,439,247 disposable voting shares through its controlled entities, it accounts for 53.85 per cent of the company's total share capital, unchanged. The controlling shareholder of the company has been changed from Aviation Industry Chengfei to Aviation Industry Group, and the actual controller of the company has not changed and remains the Aviation Industry Group.

1. the basic situation of the cancellation of this voting entrustment

On July 25, 2023, the Aviation Industry Group and the Aviation Industry Chengfei signed the "Voting Rights Delegation Agreement", stipulating that the Aviation Industry Group will unconditionally and irrevocably entrust the voting rights represented by the underlying shares held by the Aviation Industry Chengfei exercise, for details, please refer to the "Prompt Announcement on the Free Transfer of State-owned Shares of Controlling Shareholders and the Proposed Change of Voting Rights and Indirect Controlling Shareholders" (Announcement No. 2023-023) issued by the Company on July 27, 2023.

The company received the "Notice Letter on the Dissolution of the Voting Rights Entrustment Agreement" from the controlling shareholder Aviation Industry Chengfei on February 6, 2024. Aviation Industry Chengfei and Aviation Industry Group signed the "About Voting Rights Entrustment Agreement" on February 5, 2024. The dissolution agreement of the agreement (hereinafter referred to as the "dissolution agreement of the voting rights entrustment agreement"), both parties agreed through consultation, the Voting Rights Entrustment Agreement signed by both parties shall be terminated from the effective date of the Termination Agreement of Voting Rights Entrustment Agreement, and both parties shall no longer perform their rights and obligations under the Voting Rights Entrustment Agreement.

After the dissolution of this voting entrustment, Aviation Industry Chengfei holds 67,500,000 shares of the company, accounting for 10.00 of the company's total share capital, and has 67,500,000 disposable voting shares in the company, accounting for 10.00 of the company's total share capital; Aviation Industry Group Directly holds 112,066,485 shares of the company, accounting for 16.60 of the company's total share capital, and directly and indirectly owns 363,439,247 disposable voting shares in the company through its controlled entities, it accounts for 53.85 of the company's total share capital. The controlling shareholder of the company will be changed from Aviation Industry Chengfei to Aviation Industry Group. The actual controller of the company has not changed and will remain Aviation Industry Group.

After the termination of the voting power entrustment, the equity relationship between the company and the actual controller is shown in the figure:

2. the basic situation of both parties to the removal of this voting entrustment

(I) Voting Proxy

1. company name: China aviation industry group co., ltd

2. registered address: building 19, courtyard 5, shuguang xili, Chaoyang district, Beijing

3. registered capital: RMB 64,000 million yuan

4. Company type: limited liability company (wholly state-owned)

5. date of establishment: November 6, 2008

6. Legal Representative: Tan Ruisong

7. business term: December 26, 2017 to long term

8. Business scope: operating state-owned assets within the scope authorized by the State Council; research, design, development, testing, production, sales, maintenance, and maintenance of military aircraft and engines, guided weapons, military gas turbines, weapon equipment supporting systems and products And other business; investment and management of finance, leasing, general aviation services, transportation, medical care, engineering 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), refrigeration equipment, electronic products, environmental protection equipment, new energy equipment design, research, development, testing, production, sales, maintenance services; equipment leasing; engineering survey and design; engineering contracting and construction; real estate development and operation; technology transfer and technical services related to the above business; import and export business; ship technology development and sales; engineering equipment technology development; technology development of new energy products. (Enterprises independently choose business projects and carry out business activities in accordance with the law; projects that must be approved in accordance with the law shall carry out business activities in accordance with the approved content after approval by relevant departments; they shall not engage in business activities that are prohibited and restricted by the city's industrial policies).

(II) voting rights trustee

1. Company Name: Chengdu Aircraft Industry (Group) Co., Ltd.

2. registered address: 88 weiyi road, huangtianba, Qingyang district, Chengdu city, Sichuan province

3. registered capital: RMB 1729.154001 million yuan

4. Company type: limited liability company (wholly owned by a legal person not invested or controlled by a natural person)

5. date of establishment: September 25, 1998

6. Legal Representative: Song Chengzhi

7. business term: September 25, 1998 to long term

8. Business scope: (1) Mechanical, electrical, electronic, aviation products and their parts, ships and related devices, electromechanical equipment, non-standard equipment, work clamps and measuring tools, metal products (excluding rare and precious metals), Design, manufacturing and processing (including modification), inspection and sales of non-metallic products, communication equipment (excluding radio transmission equipment), new materials and their products; maintenance and repair of (II) aviation products; (III) general aviation airport services; (IV) import and export business; (V) commodity sales (except for items prohibited by the state); storage and transportation of (VI) materials; consultation and service of (VII) economy, science and technology, information, technology and management; (VIII) Class II (maintenance of small passenger cars (including cars) (1. secondary maintenance, assembly repair, maintenance and rescue, minor repair)); (IX) vocational skill appraisal; (X) equipment leasing, tooling leasing, site leasing, housing leasing; (11) architectural design. (For projects subject to approval according to law, business activities can only be carried out after approval by relevant departments). (For projects subject to approval according to law, business activities can only be carried out after approval by relevant departments)

3. the signing of the agreement on the termination of voting rights

The main contents of the "Agreement on the Dissolution of Voting Rights Entrustment Agreement" are as follows:

Client: Aviation Industry Corporation of China

Trustee: Chengdu Aircraft Industry (Group) Co., Ltd.

Release of (I) Voting Rights Delegation

1. Aviation Industry Group and Aviation Industry Chengfei agreed through consultation that the "Voting Rights Entrustment Agreement" signed by both parties shall be terminated from the effective date of this agreement. From the effective date of this Agreement, unless otherwise agreed in this Agreement, the parties will no longer perform their rights and obligations under the Voting Rights Delegation Agreement.

2. The two parties confirm that since the signing and entry into force of the Voting Rights Entrustment Agreement, the two parties have effectively fulfilled their rights and obligations under the agreement, and there is no dispute or potential dispute between the two parties.

3. both parties confirm that from the effective date of this agreement, aviation industry chengfei holds 67,500,000 shares of china drone, accounting for 10.00 of its total share capital, and china drone has 67,500,000 shares of disposable voting rights, accounting for 10.00 of its total share capital; Aviation Industry Group directly holds 112,066,485 shares of china drone, accounting for 16.60 of its total share capital, directly and indirectly through the subject under its control, China UAV has 363,439,247 shares of disposable voting rights, accounting for 53.85 per cent of its total share capital, and the controlling shareholder of China UAV has been changed from Aviation Industry Chengfei to Aviation Industry Group, and the actual controller of China UAV has not changed and remains Aviation Industry Group.

4. The two parties agree to determine the entrusted management fee during the custody period in accordance with the "Voting Rights Entrustment Agreement", and shall pay it to the bank account designated by Aviation Industry Chengfei within 30 days from the date of completion of the annual dividend of China UAV.

Representations and Warranties of (II) Parties

1. The entrusting party and the entrusted party are both legally established and validly existing limited liability companies, and have the legal subject qualification to sign and perform the obligations under this Agreement.

2. both the entrusting party and the entrusted party have completed the internal decision-making procedures for the signing and implementation of this agreement.

Entry into force of the (III) agreement

This Agreement is established and effective from the date when it is signed by the legal representatives or authorized representatives of both parties and stamped with the official seals of both parties.

(IV) taxes

Regardless of whether the transaction mentioned in this agreement is completed or not, both parties shall bear the statutory taxes and fees incurred as a result of the signing or performance of the agreement in accordance with the provisions of relevant laws. Except for the clear provisions of laws and regulations, there is no payment, withholding and payment obligation between each other. In the absence of relevant provisions, the party causing the cost shall bear the cost.

(V) Dispute Resolution

Any dispute, claim or controversy between the Parties arising out of or in connection with this Agreement shall first be settled through friendly consultation. If the dispute cannot be resolved through consultation within 30 days from the date of occurrence of the dispute, either party has the right to file a lawsuit in a people's court with jurisdiction in China and exclude other methods and places for dispute resolution.

4. the impact of the cancellation of this voting entrustment on the company and risk warning

1. After the cancellation of this voting right entrustment, the controlling shareholder of the company will be changed from Aviation Industry Chengfei to Aviation Industry Group, and the actual controller of the company will still be Aviation Industry Group. The cancellation of this voting right entrustment will not affect the normal business activities of the company.

2. Aviation Industry Chengfei will issue a "Short-form Report on Changes in Rights and Interests" on the termination of this voting entrustment.

The Company will continue to closely monitor the progress of the matter and urge relevant parties to perform their duties in a timely manner.information disclosure obligations. Please the majority of investors rational investment, pay attention to investment risk.

It is hereby announced.

Board of Directors of AVIC (Chengdu) Unmanned Aircraft Systems Co., Ltd.

7 February 2024

Follow Yicai Global on

star50stocks

Ticker Name

Percentage Change

Inclusion Date