Computer And Technologies Holdings Limited — AGM Information 2019

Apr 18, 2019

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, 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 document.

If you have sold all your shares in China Aerospace International Holdings Limited, you should at once hand this document and the accompanying 2018 Annual Report and the form of proxy to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

If you are in any doubt as to any aspect of this document or as to any action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisers.

CHINA AEROSPACE INTERNATIONAL HOLDINGS LIMITED 中 國 航 天 國 際 控 股 有 限 公 司

(Incorporated in Hong Kong with limited liability) (Stock code: 31)

PROPOSED GENERAL MANDATES

TO ISSUE SHARES AND REPURCHASE SECURITIES, RE-ELECTION OF DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of China Aerospace International Holdings Limited to be held at The Salon One, First Floor, Harbour Grand Kowloon, 20 Tak Fung Street, Hung Hom, Kowloon, Hong Kong at 2: 00 p.m. on Friday, 31 May 2019 is set out on pages 14 to 17 of this document.

Whether or not you are able to attend the Annual General Meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s share registrar, Tricor Standard Limited of Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not later than 2: 00 p.m. on Wednesday, 29 May 2019. Completion of a form of proxy will not preclude you from attending and voting at the Annual General Meeting in person if you so wish.

18 April 2019

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General Mandates to Issue Shares and Repurchase Securities . . . . . . . . . . . . . . . . . .	4
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Final Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Voting Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix 1 — Explanatory Statement on the Repurchase Proposal . . . . . . . . . . . . . . . .	7
Appendix 2 — Details of Directors Proposed to be Re-elected . . . . . . . . . . . . . . . . . . . . .	10
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

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DEFINITIONS

In this document, the following expressions have the following meanings, unless the context requires otherwise:

• ‘‘Annual General the annual general meeting of the Company to be held at 2: 00 Meeting’’ p.m. on Friday, 31 May 2019, the notice of which is set out on pages 14 to 17 of this circular;

• ‘‘Board’’ the Board of Directors; ‘‘Companies the Companies Ordinance (Cap. 622 of the laws of Hong Kong); Ordinance’’

• ‘‘Company’’ China Aerospace International Holdings Limited, a company incorporated in Hong Kong with limited liability, the securities of which are listed on the Stock Exchange;

• ‘‘Directors’’ the directors of the Company; ‘‘HK$’’ Hong Kong dollars; ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China;

• ‘‘Latest Practicable 11 April 2019, being the latest practicable date prior to the Date’’ printing of this document for ascertaining certain information referred to in this document;

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

• ‘‘Register’’ the Register of Members of the Company;

• ‘‘Registrar’’ the Company’s share registrar, Tricor Standard Limited, of Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong;

• ‘‘Repurchase Proposal’’ the general and unconditional mandate proposed to be granted to the Directors to empower the Directors to repurchase Shares, details of which are set out in the section headed ‘‘General Mandates to Issue Shares and Repurchase Securities’’;

• ‘‘SFO’’ the Securities and Futures Ordinance (Cap. 571 of the laws of Hong Kong);

• ‘‘Share(s)’’ share(s) in the share capital of the Company; ‘‘Shareholders’’ holders of Shares;

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DEFINITIONS

‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited; and

‘‘Takeovers Code’’ the Hong Kong Code on Takeovers and Mergers.

• This PRC entity does not have an English name, the English name sets out in this Circular is for identification purpose only.

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LETTER FROM THE BOARD

CHINA AEROSPACE INTERNATIONAL HOLDINGS LIMITED 中 國 航 天 國 際 控 股 有 限 公 司

(Incorporated in Hong Kong with limited liability)

(Stock code: 31)

Executive Directors: Mr Liu Meixuan (Chairman) Mr Li Hongjun (President)

Non-executive Directors: Mr Liu Xudong Mr Mao Yijin Mr Xu Liangwei Mr Luo Zhenbang (Independent) Ms Leung Sau Fan, Sylvia (Independent) Mr Wang Xiaojun (Independent)

Registered Office: Room 1103–1107A, One Harbourfront, 18 Tak Fung Street, Hung Hom, Kowloon, Hong Kong

18 April 2019

To Shareholders of the Company,

Dear Sir or Madam,

PROPOSED GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SECURITIES, RE-ELECTION OF DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

It is proposed that at the Annual General Meeting of the Company be held on Friday, 31 May 2019, the notice of which is set out on pages 14 to 17 of this document, the Shareholders are requested to consider and, if appropriate, amongst others, to grant to the Directors general mandates to issue and repurchase securities of the Company, and to reelect Directors.

In accordance with the Listing Rules, the Company is required to send to its Shareholders an explanatory statement containing information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the resolution to approve the granting of a mandate to the Directors to exercise the powers of the Company to purchase its own securities.

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LETTER FROM THE BOARD

The purpose of this document is to set out such information in relation to the proposed mandate, the re-election of Directors and the Annual General Meeting.

GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SECURITIES

At the Annual General Meeting, an ordinary resolution will be proposed for Shareholders’ approval whereby the Directors will be given a general and unconditional mandate to allot, issue and otherwise deal with new Shares representing up to 20 per cent. of the issued Share of the Company as at the date the resolution is passed. As of the Latest Practicable Date, the number of issued Shares of the Company is 3,085,021,882.

At the Annual General Meeting, an ordinary resolution will be proposed for Shareholders’ approval whereby the Directors will be given a general and unconditional mandate to exercise all powers of the Company to repurchase issued Shares subject to the criteria set out in this document. An explanatory statement containing information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the resolution to approve the granting of a mandate to the Directors to exercise the powers of the Company to purchase its own securities is set out in Appendix 1 to this document.

In addition, conditional upon the proposed resolution to authorise the repurchase of securities as more particularly described under the paragraph headed ‘‘Shareholders’ Approval’’ under the ‘‘Explanatory Statement on the Repurchase Proposal’’ in Appendix 1 being passed, an ordinary resolution will be proposed to authorise the Directors to allot, issue and otherwise deal with new Shares up to a number equal to the Shares purchased under the authority to repurchase. In accordance with the Listing Rules, the Company may not make a new issue of Shares or announce a proposed new issue of Shares for a period of 30 days after any purchase by it of Shares, whether on the Stock Exchange or otherwise, other than an issue of securities pursuant to the exercise of warrants, share options or similar instruments requiring the Company to issue securities which were outstanding prior to that purchase of its own securities, without the prior approval of the Stock Exchange.

RE-ELECTION OF DIRECTORS

Mr Liu Meixuan and Mr Liu Xudong retire by rotation at the Annual General Meeting pursuant to Code A4.2 of Appendix 14 of the Listing Rules and Article 94 of the Company’s Articles of Association that all directors of listed issuers appointed to fill a casual vacancy should be subject to election by shareholders at the first general meeting after their appointments. Mr Luo Zhenbang and Mr Wang Xiaojun, due to expiry of their two-year term, retire by rotation at the Annual General Meeting in accordance with Article 103(A) of the Company’s Articles of Association. All, being eligible, offer themselves for re-election.

Mr Liu Meixuan, if being re-elected, will resume the office of Chairman of the Company.

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LETTER FROM THE BOARD

The Company received a declaration of independence from Mr Luo Zhenbang pursuant to Rule 3.13 of the Listing Rules, in which no direct or indirect interest in the Company is being held by him and his immediate family members. At present, Mr Luo holds a directorship in five companies listed in Hong Kong and Shenzhen, including the Company, and he has confirmed with the Company that he should have sufficient time to participate into the Company’s business.

After careful consideration, the Board of Directors considered that Mr Luo is familiar to the Chinese accounting standards and possesses ample experience in various businesses in the Mainland China, as well as the Company’s businesses and never participated into the administrative works of the Company and its subsidiaries. During his independent work in the past years, Mr Luo can bring up unique opinion and analysis and, being the only Chinese accountant in the Board, diversify the Board and balance the interest of various parties. Hence, he remains independent under the Listing Rules even though he has been serving with the Company for more than 9 years.

The biographical details, the interests in the Shares (if any) and the remuneration of the retiring Directors are provided in Appendix 2 to this document.

FINAL DIVIDEND

Subject to approval by Shareholders at the Annual General Meeting, the Board has recommended a final dividend of HK1 cent per Share for the year ended 31 December 2018 payable to the Shareholders whose names appeared on the Register of Members of the Company on Tuesday, 11 June 2019.

VOTING PROCEDURE

Pursuant to Rules 13.39(4) and 13.39(5) of the Listing Rules, the vote of Shareholders at the Annual General Meeting will be taken by poll and a scrutineer will be appointed by the Company for vote taking at the Annual General Meeting. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5).

RECOMMENDATION

The Directors are of the opinion that the general mandates to issue Shares and the Repurchase Proposal, and the re-election of Directors are in the best interests of the Company and its Shareholders and therefore recommend that you vote in favour of all the resolutions to be proposed at the forthcoming Annual General Meeting.

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LETTER FROM THE BOARD

ANNUAL GENERAL MEETING

Notice of the Annual General Meeting is set out on pages 14 to 17 of this document.

A form of proxy is enclosed with this document for use at the Annual General Meeting. Whether or not you intend to be present at the meeting, you are requested to complete and return the enclosed form of proxy to the Company’s share registrar, Tricor Standard Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon not later than 2: 00 p.m. on Wednesday, 29 May 2019. Completion of a form of proxy will not preclude you from attending and voting at the Annual General Meeting in person if you so wish.

Yours faithfully, Liu Meixuan Chairman

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APPENDIX 1 EXPLANATORY STATEMENT ON THE REPURCHASE PROPOSAL

Set out below further information of the Repurchase Proposal.

SHAREHOLDERS’ APPROVAL

At the Annual General Meeting, an ordinary resolution will be proposed for Shareholders’ approval whereby the Directors will be given a general and unconditional mandate to exercise all powers of the Company to repurchase issued Shares subject to the criteria set out in this document.

The Directors believe that the grant of a general mandate to repurchase securities would give the Company additional flexibility that would be beneficial. The repurchases may, depending on market conditions and funding arrangements of the Company at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share. A maximum of 10 per cent. of the issued Share as at the date the resolution is passed may be repurchased by the Company. As of the Latest Practicable Date, the number of Shares may be repurchased are 308,502,188 Shares. Shareholders can be assured that the Directors would only make such purchases in circumstances where they consider them to be in the best interests of the Company. On the basis of the consolidated financial position of the Company as at 31 December 2018 (being the date to which the latest published audited accounts of the Company have been made up) and in particular the working capital or gearing position of the Company at that time and the number of Shares in issue, the Directors consider that there may be a material adverse impact on the working capital or gearing position of the Company in the event that the proposed purchases were to be carried out in full at any time during the proposed purchase period. However, no purchase would be made in circumstances that would have a material adverse impact on the working capital or gearing position of the Company (as compared with the financial position as at 31 December 2018).

SOURCE OF FUNDS

Purchase of Shares must be funded out of funds legally available for the purpose in accordance with the Company’s Articles of Association and the laws of Hong Kong.

DIRECTORS AND CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of the associates (as defined in the Listing Rules) of any of the Directors have any present intention, in the event that the grant to the Directors of a repurchase mandate is approved by the Shareholders, to sell Shares to the Company.

No persons who are connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have a present intention to sell Shares to the Company nor have they undertaken not to sell any of the Shares held by them to the Company in the event that the Company is authorised to make purchases of Shares. In accordance with the Listing Rules, the Company shall not knowingly purchase Shares from a connected person on the Stock Exchange.

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APPENDIX 1 EXPLANATORY STATEMENT ON THE REPURCHASE PROPOSAL

UNDERTAKING TO THE STOCK EXCHANGE

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make purchases pursuant to the proposed resolution in accordance with the Listing Rules, all applicable laws of Hong Kong, the jurisdiction in which the Company is incorporated, and in accordance with the Articles of Association of the Company.

HONG KONG CODE ON TAKEOVERS AND MERGERS

If, as a result of a share repurchase, a shareholder’s proportionate interest in the voting capital of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code and, if such increase results in a change in control, may in certain circumstances give rise to an obligation to make a general offer for shares under Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, and according to the register of substantial shareholders’ interests maintained pursuant to Part XV of the Securities and Futures Ordinance (Chapter 571) of the Laws of Hong Kong, the following Shareholders were interested in 5 per cent. or more of the issued share capital of the Company:

		Direct	Number of	Percentage of
		interest	shares interested	issued share
Name	Capacity	(Yes/No)	(Long Position)	capital
China Aerospace	Interests in	No	1,183,598,636	38.37%
Science &	controlled
Technology	corporation
Corporation
Burhill Company	Beneficial owner	Yes	1,183,598,636	38.37%
Limited

Note: Burhill Company Limited is a wholly-owned subsidiary of China Aerospace Science & Technology Corporation, the shares held by it form the total number of shares in which China Aerospace Science & Technology Corporation was deemed interested.

Save as disclosed above, the Company has not been notified of any other relevant interests or short positions in the issued share capital or underlying shares of the Company as at 31 December 2018.

In the event that the Directors exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Proposal, then (if the above shareholdings otherwise remain the same) the attributable shareholdings of China Aerospace Science & Technology Corporation and Burhill Company Limited in the Company would be increased to approximately 42.63 per cent. of the issued Share of the Company. The increase would give rise to China Aerospace Science & Technology Corporation an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. As of the Latest Practicable Date, the Directors are not aware of any other

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APPENDIX 1 EXPLANATORY STATEMENT ON THE REPURCHASE PROPOSAL

consequence which would arise under the Takeovers Code as a result of any purchases by the Company of its Shares, and the Company does not have the intention to repurchase the Shares to such extent at present.

SHARES REPURCHASED

During the 6 months preceding the Latest Practicable Date, no Shares were purchased by the Company.

TRADING PRICES FOR SHARES IN THE PAST 12 MONTHS

During the 12 months preceding the Latest Practicable Date, the highest and lowest traded prices for Shares on the Stock Exchange were as follows:

	Per Share
Month	Highest	Lowest
	HK$	HK$
2018
April	0.890	0.810
May	0.850	0.810
June	0.850	0.730
July	0.760	0.680
August	0.700	0.590
September	0.670	0.590
October	0.640	0.510
November	0.640	0.510
December	0.550	0.475
2019
January	0.560	0.470
February	0.650	0.530
March	0.660	0.550
April (up to the Latest Practicable Date)	0.610	0.570

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APPENDIX 2 DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

The followings are the particulars of the Directors proposed to be re-elected at the Annual General Meeting:

(1) Mr Liu Meixuan, Executive Director & Chairman

Mr Liu Meixuan, aged 52, graduated from Shanghai Jiao Tong University and obtained a bachelor’s degree in engineering. From 1987, he held such positions as Vice Plant Director, Plant Director of No. 811 Plant and Director General of both Human Resources Department and General Operation Department of China Academy of Launch Vehicle Technology; Deputy General Manager and General Manager of China Aerospace Times Electronics Company Limited; President of Aerospace Long March Launch Vehicle Technology Company Limited and Chairman of China Aerospace Times Electronics Company Limited. From February 2009 to December 2018, he was the Dean of China Academy of Aerospace Electronics Technology, during which he also served as General Manager and Executive Director of China Aerospace Times Electronics Company Limited. Mr Liu possesses ample experience in enterprise management. He was appointed as Executive Director and Chairman of the Company in December 2018.

Save as disclosed above, Mr Liu did not hold directorships in any other listed public companies in the last three years and is not connected with any other directors, senior management, substantial or controlling shareholders of the Company and does not have any interests in the Shares within the meaning of Part XV of the SFO.

Mr Liu did not enter into any service contract with the Company but entered into an engagement letter with the Company pursuant to the Listing Rules, terms of which, inter alia, are subject to the rotational retirement requirements under the Company’s Articles of Association. Based on the Company’s emolument policy, Mr Liu is entitled to receive a monthly salary of HK$123,220, retrospective to 1 January 2019 and payable on a 13-month basis per annum, and a bonus determined in accordance with the result performance of the Company and his contributions to the Company.

Save as disclosed above, there is no other information that needs to be brought to the attention of the Shareholders or disclosed pursuant to Rule 13.51(2) of the Listing Rules.

(2) Mr Liu Xudong, Non-Executive Director

Mr Liu Xudong, aged 59, a Senior Accountant. He graduated from Tianjin University of Finance and Economics and Harbin Institute of Technology and obtained a bachelor’s degree in economics and a master degree in management respectively. From October 1991 to December 2018, he held such positions as Deputy Division Director, Division Director of Accounting and Finance Department of China Aerospace Science & Industry Aviation Technology Academy; Chief Accountant of the Finance Department of China Aerospace Corporation; Deputy Director of Finance Department, Chief of Audit Bureau, Director General of Audit Department of China Aerospace Science and Technology Corporation; Chief Accountant of China Academy of Space Technology; Director of the Finance Department of China Aerospace Science

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APPENDIX 2 DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

and Technology Corporation. Mr Liu possesses ample experience in financial management. He was appointed as Non-Executive Director of the Company in December 2018.

Save as disclosed above, Mr Liu did not hold directorships in any other listed public companies in the last three years and is not connected with any other directors, senior management, substantial or controlling shareholders of the Company and does not have any interests the Shares within the meaning of Part XV of the SFO.

Mr Liu did not enter into any service contract with the Company but entered into an engagement letter with the Company pursuant to the Listing Rules, terms of which, inter alia, have a fixed term of two years and is subject to the rotational retirement requirements under the Company’s Articles of Association. Mr Liu will not receive any remuneration from the Company as he is being a senior officer of China Aerospace Science & Technology Corporation.

Save as disclosed above, there is no other information that needs to be brought to the attention of the Shareholders or disclosed pursuant to Rule 13.51(2) of the Listing Rules.

(3) Mr Luo Zhenbang, Independent Non-Executive Director

Mr Luo Zhenbang, aged 52, is an Independent Non-Executive Director of the Company and a director and senior partner of BDO China Shu Lun Pan CPAs. Mr Luo graduated from the School of Business of Lanzhou in 1991 majoring in Enterprise Management. He has been managing the audit works for many listed companies since 1994. He has been an expert supervisor of China Xinda Asset Management Corporation and China Great Wall Asset Management Corporation. He was also an independent director of Long March Vehicle Technology Company Limited, Orient Tantalum Industry Company Limited, Wuzhong Instrument Company Limited, Shengxue Company Limited and Avic Heavy Machinery Co. Ltd., as well as an internal audit expert of Northeast Securities Company Limited, shares of which are listed on Shenzhen Stock Exchange (stock code: 000686). He currently serves as independent director of Digital China Information Service Company Ltd., shares of which are listed on Shenzhen Stock Exchange (stock code: 000555), China City Railway Transportation Technology Holdings Company Limited, shares of which are listed on The Stock Exchange of Hong Kong Limited (stock code: 1522), and Xinjiang Goldwind Science & Technology Co., Ltd., shares of which are listed on Shenzhen Stock Exchange (stock code: 002202) and The Stock Exchange of Hong Kong Limited (stock code: 2208) and Guorui Properties Limited, shares of which are listed on The Stock Exchange of Hong Kong (stock code: 2329). Mr Luo possesses several professional qualifications, such as Chinese certified public accountant, certified accountant in securities and futures industry, Chinese certified assets valuer and Chinese certified tax accountant and has in-depth experience in accounting, auditing and financial management. He is familiar with the audit of listed companies from

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APPENDIX 2 DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

various sectors and extensively participates in corporate restructuring for listing, listed company restructure and other business consultation services. He was appointed as an Independent Non-Executive Director of the Company in December 2004.

Save as disclosed above, Mr Luo did not hold directorships in any other listed public companies in the last three years and is not connected with any other directors, senior management, substantial or controlling shareholders of the Company and does not have any interests in the Shares within the meaning of Part XV of the SFO.

Mr Luo did not enter into any service contract with the Company but entered into an engagement letter with the Company pursuant to the Listing Rules, terms of which, inter alia, have a fixed term of two years and is subject to the rotational retirement requirements under the Company’s Articles of Association. Mr Luo is entitled to receive a director’s fee of HK$150,000 and a remuneration to the member of audit committee of HK$50,000, and a meeting allowance of not more than HK$30,000 per year, subject to the approval of the Shareholders at the Annual General Meeting. The amount of the director’s fee is based on her previous experience, professional qualifications, the operation situation of the Company and the prevailing market condition.

Save as disclosed above, there is no other information that needs to be brought to the attention of the Shareholders or disclosed pursuant to Rule 13.51(2) of the Listing Rules.

(4) Mr Wang Xiaojun, Independent Non-Executive Director

Mr Wang Xiaojun, aged 64, is an Independent Non-Executive Director of the Company. Mr Wang is a practicing solicitor admitted in the Mainland China, Hong Kong and the United Kingdom. Mr Wang Xiaojun obtained a Bachelor’s degree in Laws from the Renmin University of China in 1983 and a Master of Laws from the Chinese Academy of Social Sciences in 1986. He joined The Stock Exchange of Hong Kong Limited in 1992 and served Richards Butler from 1993 to 1996. In 1996, he served as an associate director of Peregrine Capital Limited. From 1997 to 2001, he served as a director of ING Barings. He established X. J. Wang & Co. in 2001 and that was associated with Jun He Law Offices in 2009. He is currently a partner of Jun He Law Offices. From 2011 to 2012, Mr Wang Xiaojun served as managing director of CCB International (Holdings) Limited. He was an independent non-executive director of Norinco International Company Limited, shares of which are listed on Shenzhen Stock Exchange (stock code: 000065), CSSC Offshore & Marine Engineering (Group) Company Limited (formerly known as Guangzhou Shipyard International Company Limited), shares of which are listed on The Stock Exchange of Hong Kong Limited (stock code: 317) and Shanghai Stock Exchange (stock code: 600685), Zijin Mining Group Company Limited, shares of which are listed on The Stock Exchange of Hong Kong Limited (stock code: 2899) and Shanghai Stock Exchange (stock code: 601899), and Yanzhou Coal Mining Company Limited, shares of which are listed on The Stock Exchange of Hong Kong Limited (stock code: 1171), Shanghai Stock Exchange (stock code: 600188) and New York Stock Exchange (stock code: YZC), and currently serves

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APPENDIX 2 DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

as an independent non-executive director of OP Financial Investments Limited, shares of which are listed on The Stock Exchange of Hong Kong Limited (stock code: 1140), and Livzon Pharmaceutical Group Co., Ltd., shares of which are listed on The Stock Exchange of Hong Kong Limited (stock code: 1513) and Shenzhen Stock Exchange (stock code: 000513). Mr Wang Xiaojun is familiar with corporate listing, merger and acquisition and restructuring, direct investment and so on and possesses many years of relevant experience. Mr Wang was appointed as an Independent Non-Executive Director of the Company in March 2013.

Save as disclosed above, Mr Wang did not hold directorships in any other listed public companies in the last three years and is not connected with any other directors, senior management, substantial or controlling shareholders of the Company and does not have any interests in the Shares within the meaning of Part XV of the SFO.

Mr Wang did not enter into any service contract with the Company but entered into an engagement letter with the Company pursuant to the Listing Rules, terms of which, inter alia, have a fixed term of two years and is subject to the rotational retirement requirements under the Company’s Articles of Association. Mr Wang is entitled to receive a director’s fee of HK$150,000 and a remuneration to the member of remuneration committee of HK$30,000, and a meeting allowance of not more than HK$30,000 per year, subject to the approval of the Shareholders at the Annual General Meeting. The amount of the director’s fee is based on her previous experience, professional qualifications, the operation situation of the Company and the prevailing market condition

Save as disclosed above, there is no other information that needs to be brought to the attention of the Shareholders or disclosed pursuant to Rule 13.51(2) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

CHINA AEROSPACE INTERNATIONAL HOLDINGS LIMITED 中 國 航 天 國 際 控 股 有 限 公 司

(Incorporated in Hong Kong with limited liability)

(Stock code: 31)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of China Aerospace International Holdings Limited (the ‘‘Company’’) will be held at The Salon One, First Floor, Harbour Grand Kowloon, 20 Tak Fung Street, Hung Hom, Kowloon, Hong Kong at 2: 00 p.m. on Friday, 31 May 2019 for the following purposes:

1. To receive and adopt the Audited Accounts of the Company and the Reports of the Directors and the Auditors of the Company for the year ended 31 December 2018.

2. To approve the payment of a final dividend.

3. To consider the re-election of the retiring Directors and to approve the proposed Directors’ fee.

4. To consider the re-appointment of Messrs. Deloitte Touche Tohmatsu (德勤‧關 黃陳方會計師行) as the Auditors of the Company and to authorise the Board of Directors to fix their remuneration.

As special business, to consider and, if thought fit, passing the following resolutions as Ordinary Resolutions:

1. ‘‘THAT:

2. (i) subject to paragraph (iii) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and is hereby generally and unconditionally approved;

3. (ii) the approval in paragraph (i) above shall be in addition to any other authorisation given to the Directors of the Company and shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers after the end of the Relevant Period;

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NOTICE OF ANNUAL GENERAL MEETING

• (iii) the aggregate amount of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval in paragraph (i) above, otherwise than pursuant to a Rights Issue (as hereinafter defined) or any issue of the Shares of the Company on the exercise of subscription rights attaching to any warrants of the Company or on the exercise of any options granted under the share option scheme of the Company or on the exercise of the conversion rights attaching to any convertible notes of the Company, shall not exceed 20 per cent. of the Shares of the Company in issue as at the date of passing this resolution, and the said approval shall be limited accordingly; and

• (iv) for the purposes of this Resolution:

‘‘Relevant Period’’ means the period from the passing of this Resolution until whichever is the earliest of:

• (a) the conclusion of the next annual general meeting of the Company;

• (b) the expiration of the period within which the next annual general meeting of the Company is required by the applicable laws or the Articles of Association of the Company to be held; and

• (c) the passing of an ordinary resolution of the Company in the general meeting revoking or varying the authority set out in this Resolution;

‘‘Rights Issue’’ means an offer of Shares open for a period fixed by the Directors of the Company to holders of Shares whose names appear on the Register of Members of the Company on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).’’

1. ‘‘THAT:

2. (i) subject to paragraph (ii) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase issued Shares or any other rights to subscribe issued Shares of the Company in each case on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or on any other stock exchange on which the securities of the Company may be listed and which is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or

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NOTICE OF ANNUAL GENERAL MEETING

the requirements of the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (ii) the Share of the Company which are authorised to be repurchased by the Directors of the Company pursuant to the approval in paragraph (i) above during the Relevant Period shall not exceed 10 per cent. of the issued Shares of the Company as at the date of passing this Resolution and the said approval shall be limited accordingly; and

• (iii) for the purposes of this Resolution:

‘‘Relevant Period’’ means the period from the passing of this Resolution until whichever is the earliest of:

• (a) the conclusion of the next annual general meeting of the Company;

• (b) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association of the Company to be held; and

• (c) the passing of an ordinary resolution of the Company in the general meeting revoking or varying the authority set out in this Resolution.’’

• ‘‘THAT conditional on the passing of the Resolution No. 6 set out in the notice of the annual general meeting at which this Resolution is considered, the general mandate granted to the Directors of the Company and for the time being in force to exercise the powers of the Company to allot, issue and deal with new Shares pursuant to the Resolution No. 5 set out in the said notice be and is hereby extended by the addition to the share capital of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors of the Company pursuant to such general mandate of an amount representing the Shares of the Company repurchased by the Company under the authority granted pursuant to the said Resolution No. 6, provided that such extended amount shall not exceed 10 per cent. of the issued Shares of the Company in issue as at the date of passing this Resolution.’’

• Any other business.

By order of the Board, Chan Ka Kin, Ken Company Secretary

Hong Kong, 18 April 2019

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. Any Shareholder entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy needs not be a member of the Company.

2. To be valid, a form of proxy, together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power or authority must be deposited at the Company’s share registrar, Tricor Standard Limited of Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 2: 00 p.m., Wednesday, 29 May 2019.

3. To ensure Shareholders the right to attend and vote at the Annual General Meeting and to qualify to receive the distribution of final dividend, the Register of Members of the Company will be closed and details of which are as follows:

4. (1) To ensure Shareholders the right to attend and vote at the Annual General Meeting:

   • Latest time for lodging transfers of 4: 30 p.m. on Monday, 27 May 2019 shares and related documents for registration

Closure of Register of Members from Tuesday, 28 May 2019 to Friday, 31 May 2019 (both days inclusive)

Record Date Friday, 31 May 2019

• (2) To ensure Shareholders the right to qualify for the distribution of final dividend:

• Latest time for lodging transfers of 4: 30 p.m. on Wednesday, 5 June 2019 shares and related documents for registration

Closure of Register of Members from Thursday, 6 June 2019 to Tuesday, 11 June 2019 (both days inclusive)

Record Date Tuesday, 11 June 2019

1. The Register of Members of the Company will be closed at the abovementioned periods. To ensure Shareholders the right to attend and vote at the Annual General Meeting and to qualify for the distribution of final dividend, all transfer forms accompanied by the relevant share certificates must be lodged with the Company’s share registrar, Tricor Standard Limited of Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration on or before Monday, 27 May 2019 and Wednesday, 5 June 2019 respectively. Subject to approval by the Shareholders at the Annual General Meeting, dividend warrants are expected to be despatched to the Shareholders by post on or around Wednesday, 26 June 2019.

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