China Strategic Technology Group Limited — Proxy Solicitation & Information Statement 2023

Nov 7, 2023

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect about this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Hong Kong Aerospace Technology Group Limited, you should at once hand this circular and the enclosed form of proxy to the purchaser or the transferee or to the bank manager, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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Hong Kong Aerospace Technology Group Limited 香 港 航 天 科 技 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1725)

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Capitalised terms used in this cover shall have the same meanings as defined in this circular.

A notice convening an extraordinary general meeting of the Company to be held at 1/F, Data Technology Hub, 5 Chun Cheong Street, Tseung Kwan O Industrial Estate, New Territories, Hong Kong on Friday, 24 November 2023 at 11:00 a.m. or any adjourned meeting hereof to approve matters referred to in this circular, is set out on pages 8 to 10 of this circular. A form of proxy for use at the EGM is enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited at www.hkex.com.hk and the Company at www.hkatg.com.

Whether or not you are able to attend the extraordinary general meeting in person, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the extraordinary general meeting (i.e. before 11:00 a.m. on Wednesday, 22 November 2023) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting should you so wish.

8 November 2023

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8

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DEFINITIONS

In this circular, unless the context otherwise requires, the following words and expressions shall have the following meaning:

‘‘Announcement’’ the announcement of the Company dated 3 November 2023 in relation to, among others, the Proposed Change of Company Name ‘‘Articles’’ the articles of association of the Company currently in force

• ‘‘Board’’ the board of Directors ‘‘Cayman Registrar’’ Registrar of Companies in the Cayman Islands

‘‘Company’’ Hong Kong Aerospace Technology Group Limited (stock code: 1725), a company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on Main Board of the Stock Exchange

• ‘‘Director(s)’’ director(s) of the Company

• ‘‘EGM’’ the extraordinary general meeting to be convened and held at 1/F, Data Technology Hub, 5 Chun Cheong Street, Tseung Kwan O Industrial Estate, New Territories, Hong Kong on 11:00 a.m. on Friday, 24 November 2023 for the Shareholders to consider and, if thought fit, approve the Proposed Change of Company Name

• ‘‘Group’’ the Company and its subsidiaries ‘‘HK$’’ Hong Kong dollar(s), the lawful currency of Hong Kong ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘Latest Practicable Date’’ 3 November 2023, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

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DEFINITIONS

• ‘‘Proposed Change of Company the proposed change of the English name of the Company Name’’ from ‘‘Hong Kong Aerospace Technology Group Limited’’ to ‘‘USPACE Technology Group Limited’’ and the dual foreign name of the Company in Chinese from ‘‘香港航天 科技集團有限公司’’ to ‘‘洲際航天科技集團有限公司’’

• ‘‘Share(s)’’ existing ordinary share(s) of HK$0.01 each in the share capital of the Company

‘‘Shareholder(s)’’ holder(s) of the issued Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘%’’ per cent.

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LETTER FROM THE BOARD

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Hong Kong Aerospace Technology Group Limited 香 港 航 天 科 技 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1725)

Executive Directors: Mr. Sun Fengquan (Co-Chairman and Chief Executive Officer) Dr. Lam Lee G. (Co-Chairman) Mr. Lam Kin Fung Jeffrey Ms. Ku Ka Lee Clarie (Vice Chairman) Mr. Ma Fujun

Non-executive Directors: Dr. Mazlan Binti Othman Mr. Niu Aimin Dr. Yip Chung Yin

Registered office: Cricket Square Hutchins Drive, P.O. Box 2681 Grand Cayman, KY1–1111 Cayman Islands

Head office and principal place of business in Hong Kong: 15/F, Data Technology Hub 5 Chun Cheong Street Tseung Kwan O Industrial Estate New Territories, Hong Kong

Independent Non-executive Directors:

Mr. Brooke Charles Nicholas Professor Chan Ka Keung, Ceajer Mr. Hung Ka Hai Clement Dr. Yuen Kwok Keung

Mr. Juan de Dalmau-Mommertz

8 November 2023

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

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LETTER FROM THE BOARD

INTRODUCTION

Reference is made to the Announcement in relation to, among other things, the Proposed Change of Company Name. The purpose of this circular is to provide the Shareholders with information in respect of the special resolution to be proposed at the EGM for the Proposed Change of Company Name, and the notice of the EGM to be convened and held for the purpose of considering, and if thought fit, approving the Proposed Change of Company Name.

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from ‘‘Hong Kong Aerospace Technology Group Limited’’ to ‘‘USPACE Technology Group Limited’’, and to adopt the Chinese name of ‘‘洲際航天科技集團有限公司’’ as the dual foreign name of the Company in place of its existing Chinese name ‘‘香港航天科技集團有限公司’’.

CONDITIONS OF THE PROPOSED CHANGE OF COMPANY NAME

The Proposed Change of Company Name is subject to the fulfillment of the following conditions:

• (1) the passing of a special resolution by the Shareholders at the EGM to approve the Proposed Change of Company Name; and

• (2) the Cayman Registrar approving the Proposed Change of Company Name.

Subject to the satisfaction of the conditions set out above, the Proposed Change of Company Name will take effect from the date of entry of the new name of the Company on the register maintained by the Cayman Registrar. The Company will carry out all necessary registration and/or filing procedures with the Cayman Registrar and the Companies Registry in Hong Kong.

REASONS FOR THE PROPOSED CHANGE OF COMPANY NAME

The Board considers that the Proposed Change of Company Name will provide the Company with a more appropriate corporate image and identity which will benefit the Company’s future international business development and better reflect the future global business plans of the Group. Therefore, the Board considers that the Proposed Change of Company Name is in the best interests of the Company and the Shareholders as a whole.

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LETTER FROM THE BOARD

EFFECT OF THE PROPOSED CHANGE OF COMPANY NAME

The Proposed Change of Company Name will not affect any rights of the holders of securities of the Company or the daily business operation and the overall financial position of the Company. Once the Proposed Change of Company Name becomes effective, any issue of share certificates of the Company thereafter will be in the new name of the Company and the Shares will be traded on the Stock Exchange under the new name of the Company.

All existing share certificates of the Company in issue bearing the present name of the Company shall, after the Proposed Change of Company Name has become effective, continue to be the evidence of title to such Shares and will continue to be valid for trading, settlement, registration and delivery purposes. Accordingly, the Company will not have any arrangement for free exchange of the existing share certificates for new certificates bearing the new name of the Company.

Upon the Proposed Change of Company Name becoming effective, the Company intends to change the English and Chinese stock short names of the Company correspondingly. The Company will make further announcement(s) on the Proposed Change of Company Name as soon as practicable after the Proposed Change of Company Name has become effective and will announce the change of the English and Chinese stock short names of the Company under which the Shares will be traded on the Stock Exchange. The Company also intends to change its company website following the Proposed Change of Company Name. The stock code of the Company will remain as ‘‘1725’’.

EGM AND PROXY ARRANGEMENT

A notice convening the EGM is set out on pages 8 to 10 of this circular. The EGM will be held at 1/F, Data Technology Hub, 5 Chun Cheong Street, Tseung Kwan O Industrial Estate, New Territories, Hong Kong on Friday, 24 November 2023 at 11:00 a.m., for the Shareholders to consider and, if thought fit, to approve the Proposed Change of Company Name.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to Computershare Hong Kong Investor Services Limited, the branch share registrar and transfer office of the Company in Hong Kong, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible, and in any event not later than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

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LETTER FROM THE BOARD

Pursuant to Rule 13.39(4) of the Listing Rules and the Articles, any vote of Shareholders at a general meeting must be taken by poll save that the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the EGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative shall have one vote for every fully paid Share of which he is the holder. A Shareholder entitled to more than one vote on a poll needs not use all his votes or cast all the votes he uses in the same way. The Company will appoint scrutineers to handle vote-taking procedures at the EGM. The results of the poll will be published on the websites of the Stock Exchange and the Company as soon as possible in accordance with Rule 13.39(5) of the Listing Rules.

The Proposed Change of Company Name is subject to the approval of a special resolution passed by the Shareholders. To the best of the Director’s knowledge, information and belief, having made all reasonable enquiries, as none of the Shareholders is interested in the Proposed Change of Company Name, no Shareholders are required to abstain from voting at the EGM on the Proposed Change of Company Name.

CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining Shareholders’ entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Tuesday, 21 November 2023 to Friday, 24 November 2023 (both days inclusive), during which period no transfer of Shares will be registered. In order to qualify for attending at the EGM, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Monday, 20 November 2023.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

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LETTER FROM THE BOARD

RECOMMENDATION

The Board considers that the Proposed Change of Company Name is in the best interests of the Company and the Shareholders as a whole and therefore recommends the Shareholders to vote in favour of the relevant resolution to be proposed at the EGM.

Yours faithfully

By order of the Board

Hong Kong Aerospace Technology Group Limited Sun Fengquan

Co-Chairman and Chief Executive Officer

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NOTICE OF EGM

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Hong Kong Aerospace Technology Group Limited 香 港 航 天 科 技 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1725)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the ‘‘EGM’’) of Hong Kong Aerospace Technology Group Limited (the ‘‘Company’’) will be held at 1/F, Data Technology Hub, 5 Chun Cheong Street, Tseung Kwan O Industrial Estate, New Territories, Hong Kong on Friday, 24 November 2023 at 11:00 a.m. for the following purposes:

SPECIAL RESOLUTION

To consider and, if thought fit passing with or without modification, the following as a special resolution of the Company:

‘‘THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands has been obtained, the English name of the Company be changed from ‘‘Hong Kong Aerospace Technology Group Limited’’ to ‘‘USPACE Technology Group Limited’’ and the adoption of the Chinese name of ‘‘洲際航天科技集團有限公司’’ as the dual foreign name of the Company in place of its existing Chinese name ‘‘香港航天科技集團有限 公司’’ and that any one or more of the directors of the Company be and is/are hereby authorised to do all such acts and things and execute all such documents as he/she/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the aforesaid change of the name of the Company, and to attend to any necessary registration and/or filing for and on behalf of the Company.’’

Yours faithfully By order of the Board

Hong Kong Aerospace Technology Group Limited Sun Fengquan

Co-Chairman and Chief Executive Officer

Hong Kong, 8 November 2023

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NOTICE OF EGM

Head office and principal place of business in Hong Kong: 15/F, Data Technology Hub 5 Chun Cheong Street Tseung Kwan O Industrial Estate New Territories Hong Kong

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1–1111 Cayman Islands

Notes:

1. Any member of the Company entitled to attend and vote at the EGM of the Company is entitled to appoint another person as his proxy to attend and vote instead of him. A member of the Company who is the holder of two or more shares of the Company may appoint more than one proxy to represent him and vote on his behalf at the EGM. A proxy need not be a member of the Company. In addition, a proxy or proxies representing either a member of the Company who is an individual or a member of the Company which is a corporation shall be entitled to exercise the same powers on behalf of the member of the Company which he or they represent as such member of the Company could exercise.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the facts.

3. The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not less than forty-eight (48) hours before the time appointed for holding the EGM or any adjourned meeting thereof (as the case may be) at which the person named in the instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid.

4. Delivery of an instrument appointing a proxy shall not preclude a member of the Company from attending and voting in person at the EGM or any adjourned meeting thereof or on the poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

5. Where there are joint holders of any share of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at the meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

6. The register of members of the Company will be closed from Tuesday, 21 November 2023 to Friday, 24 November 2023 (both days inclusive) during which period no transfer of shares of the Company will be registered. In order to be eligible to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Monday, 20 November 2023 for registration.

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NOTICE OF EGM

1. Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on the Stock Exchange, all votes of shareholders of the Company at the EGM will be taken by poll and the results of the poll will be published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (https://www.hkatg.com).

2. The translation into Chinese language of the notice convening the meeting is for reference only. In case of any inconsistency or discrepancy, the English version shall prevail.

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