Continental Aerospace Technologies Holding Limited — AGM Information 2012

Mar 28, 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action you should take, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in AVIC International Holding (HK) Limited , you should at once hand this circular, the 2011 annual report and proxy form to the purchaser or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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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PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of AVIC International Holding (HK) Limited to be held at Concord Room II-III, 8th Floor, Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wanchai, Hong Kong, on Wednesday, 16 May 2012 at 10:00 a.m. is set out on pages 10 to 13 of this circular. Whether or not you propose to attend the meeting, you are requested to read the notice and to complete the proxy form in accordance with the instructions printed thereon and return the same to the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof. Completion and return of the proxy form shall not preclude you from attending and voting at the meeting should you so wish.

Hong Kong, 28 March 2012

DEFINITIONS

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

• “AGM” the annual general meeting of the Company to be held at Concord Room II-III, 8th Floor, Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wanchai, Hong Kong, on Wednesday, 16 May 2012 at 10:00 a.m., notice of which is set out on pages 10 to 13 of this circular

• “Board” the board of Directors

• “Bye-laws” the Bye-laws of the Company as may be amended from time to time

• “CG Code” the Code on Corporate Governance Practices in Appendix 14 of the Listing Rules

• “Company”

• AVIC International Holding (HK) Limited, an exempted company incorporated in Bermuda with limited liability, the Shares of which are listed on the Stock Exchange

• “Director(s)” the director(s) of the Company

• “Group” the Company and its subsidiaries

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date” 22 March 2012, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Repurchase Proposal”

• the proposal to give a general mandate to the Directors to exercise the powers of the Company to repurchase during the period, as set out in the Repurchase Resolution, Shares up to a maximum of 10% of the issued share capital of the Company as at the date of the Repurchase Resolution

• “Repurchase Resolution” the proposed ordinary resolution as referred to in resolution no. 5A of the notice of the AGM

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DEFINITIONS

“Share(s)”	ordinary share(s) of HK$0.10 each in the share capital of
	the Company
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeover Code”	the Hong Kong Code on Takeovers and Mergers
“HK$” and “cents”	Hong Kong dollars and cents respectively, the lawful
	currency of Hong Kong

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LETTER FROM THE BOARD

Executive Directors: Mr. Wu Guangquan (Chairman) Mr. Jiang Wei (Deputy Chairman) Mr. Ji Guirong (Deputy Chairman and Chief Executive Officer) Mr. Liu Rongchun Mr. Pan Linwu Mr. Zhang Chuanjun

Non-executive Director:

Mr. Ip Tak Chuen, Edmond

Registered Office: Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda

Head Office and Principal Place of Business: Unit B, 15th Floor United Centre 95 Queensway Hong Kong

Independent Non-executive Directors:

Mr. Chu Yu Lin, David Mr. Li Ka Fai, David Mr. Li Zhaoxi

28 March 2012

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

1. GENERAL MANDATE TO REPURCHASE SHARES

At the annual general meeting of the Company held on 26 May 2011, a general mandate was given to the Directors to exercise the powers of the Company to repurchase Shares. Such mandate will lapse at the conclusion of the AGM. It is therefore proposed to seek your approval

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LETTER FROM THE BOARD

by way of an ordinary resolution to be proposed at the AGM to grant a new general mandate to the Directors to exercise the powers of the Company to repurchase Shares up to a maximum of 10% of the issued share capital of the Company as at the date of the Repurchase Resolution.

The general mandate granted pursuant to the Repurchase Resolution shall be exercisable during the period from the passing of the Repurchase Resolution until whichever is the earliest of:

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

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the applicable laws of Bermuda or Bye-laws to be held; or

• (iii) the date on which the authority set out in such resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting of the Company.

An explanatory statement which is required to be sent to shareholders under the Listing Rules to regulate the repurchase by companies with primary listings on the Stock Exchange of their own securities on the Stock Exchange will provide requisite information to you for your consideration of the Repurchase Proposal and is set out in Appendix I hereto.

2. GENERAL MANDATE TO ISSUE SHARES

The Directors also propose at the AGM an ordinary resolution granting the Directors a general mandate to allot, issue and deal with Shares not exceeding 20% of the issued share capital of the Company as at the date of the resolution. As at the Latest Practicable Date, the issued share capital of the Company comprised 4,680,851,000 Shares. Subject to the passing of the ordinary resolution approving the general mandate to issue Shares and assuming that no further Shares are issued or repurchased prior to the AGM, the Company would be allowed under such general mandate to issue not more than 936,170,200 Shares. In addition, an ordinary resolution will be proposed to extend such general mandate by an aggregate nominal amount of Shares repurchased by the Company.

The general mandate to allot, issue and deal with Shares shall be exercisable during the period from the passing of the ordinary resolution until whichever is the earliest of:

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

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the applicable laws of Bermuda or Bye-laws to be held; or

• (iii) the date on which the authority set out in such resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting of the Company.

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LETTER FROM THE BOARD

3. RE-ELECTION OF RETIRING DIRECTORS

The Board currently consists of ten Directors, namely Mr. Wu Guangquan, Mr. Jiang Wei, Mr. Ji Guirong, Mr. Liu Rongchun, Mr. Pan Linwu, Mr. Zhang Chuanjun, Mr. Ip Tak Chuen, Edmond, Mr. Chu Yu Lin, David, Mr. Li Ka Fai, David and Mr. Li Zhaoxi.

Pursuant to the Bye-laws, Mr. Li Zhaoxi, Mr. Pan Linwu, Mr. Wu Guangquan and Mr. Chu Yu Lin, David will retire by rotation from office at the AGM and, being eligible, will offer themselves for re-election.

As at the Latest Practicable Date, Mr. Chu Yu Lin, David has been appointed as Independent Non-executive Director for more than nine years since May 1999. Pursuant to the recommended best practice A.4.3 of the CG Code, (a) having served the Company for more than nine years could be relevant to the determination of an independent non-executive director’s independence and (b) if an independent non-executive director has served more than nine years, any further appointment of such an independent non-executive director should be subject to a separate resolution to be approved by shareholders.

The Company has received from Mr. Chu Yu Lin, David a confirmation of independence pursuant to Rule 3.13 of the Listing Rules. Mr. Chu Yu Lin, David has not engaged in any executive management of the Group. Taking into consideration of his independent scope of works in the past years, the Directors consider Mr. Chu Yu Lin, David to be independent under the Listing Rules despite the fact that he has served the Company for more than nine years. Accordingly, Mr. Chu Yu Lin, David shall be subject to retirement by rotation and re-election by way of a separate resolution to be approved by the Shareholders at the AGM.

Details of retiring Directors proposed for re-election at the AGM are set out in Appendix III to this circular.

4. ANNUAL GENERAL MEETING

The notice convening the AGM, which contains, inter alia, ordinary resolutions to approve the Repurchase Proposal, granting of the general mandate for Directors to issue new Shares and extension of such general mandate, is set out in Appendix II on pages 10 to 13 of this circular.

5. ACTION TO BE TAKEN

A proxy form of use at the AGM is enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the accompanying proxy form in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM. Completion and return of the proxy form will not prevent you from attending and voting at the meeting if you so wish.

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LETTER FROM THE BOARD

6. VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the AGM will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

7. RECOMMENDATION

The Directors believe that the Repurchase Proposal, granting of the general mandate for Directors to issue new Shares, extension of such general mandate and re-election of the retiring Directors are all in the best interest of the Company and the Shareholders. Accordingly, the Directors recommend that all Shareholders should vote in favour of the relevant resolutions to be proposed at the AGM.

Yours faithfully, AVIC International Holding (HK) Limited Wu Guangquan

Chairman

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EXPLANATORY STATEMENT

APPENDIX I

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information to Shareholders for their consideration of the Repurchase Resolution.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 4,680,851,000 Shares.

Subject to the passing of the Repurchase Resolution and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company would be allowed under the Repurchase Resolution to repurchase a maximum of 468,085,100 Shares representing 10% of the issued share capital of the Company as at the Latest Practicable Date.

REASON FOR REPURCHASE

The Directors believe that the Repurchase Proposal is in the best interests of the Company and the Shareholders. Such purchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per Share of the Company and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association and Bye-laws and the applicable laws of Bermuda. The Companies Act 1981 of Bermuda provides that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant shares, or out of the funds of the Company otherwise available for dividend or distribution or the proceeds of a fresh issue of shares made for the purpose. The amount of premium payable on repurchase may only be paid out of either the funds of the Company that would otherwise be available for dividend or distribution or out of the share premium of the Company. Further, a company cannot purchase its own shares if on the date on which the purchase is to be effected, there are reasonable grounds for believing that the Company is, or after the purchase would be, unable to pay its liabilities as they become due.

There might be an adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited accounts contained in the annual report for the year ended 31 December 2011 in the event that the Repurchase Proposal were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the repurchase of Shares to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

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EXPLANATORY STATEMENT

APPENDIX I

SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the previous twelve months before the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
March 2011	0.420	0.345
April 2011	0.440	0.380
May 2011	0.430	0.390
June 2011	0.420	0.295
July 2011	0.395	0.330
August 2011	0.380	0.260
September 2011	0.335	0.200
October 2011	0.275	0.216
November 2011	0.305	0.237
December 2011	0.265	0.235
January 2012	0.260	0.228
February 2012	0.315	0.248
March 2012 (up to the Latest Practicable Date)	0.305	0.260

UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make repurchases pursuant to the Repurchase Resolution and in accordance with the Listing Rules and the applicable laws of Bermuda.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates, have any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Proposal if such is approved by the Shareholders.

No connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company or its subsidiaries, or have undertaken not to sell any of the Shares to the Company or its subsidiaries, in the event that the Repurchase Proposal is approved by the Shareholders.

TAKEOVER CODE

If on the exercise of the power to repurchase Shares pursuant to the Repurchase Proposal, a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeover Code. As a result, a shareholder or group of shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeover Code.

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EXPLANATORY STATEMENT

APPENDIX I

As at the Latest Practicable Date, Aviation Industry Corporation of China (“ AVIC ”), the ultimate holding company of the Company, is interested in 1,895,559,000 Shares, representing approximately 40.5% of the issued share capital of the Company. Based on such shareholding and in the event that the Repurchase Proposal is exercised in full, the interests of AVIC will be increased to approximately 45% of the issued share capital of the Company and an obligation to make a general offer to Shareholders in accordance with Rules 26 and 32 of the Takeover Code may arise. However, the Directors have no present intention to exercise the power to repurchase Shares pursuant to the Repurchase Proposal to an extent as would result in such obligation.

In the event that the power to repurchase Shares pursuant to the Repurchase Resolution is exercised in full, the number of Shares held by the public would not fall below 25%.

SHARES REPURCHASE MADE BY THE COMPANY

In the six months preceding the Latest Practicable Date, the Company had repurchased Shares on the Stock Exchange as follows:

	Number of	**Price per **	Share paid
Date of repurchase	Shares	Highest	Lowest
		HK$	HK$
30 September 2011	3,988,000	0.250	0.213
4 October 2011	1,994,000	0.219	0.216
6 October 2011	2,100,000	0.228	0.220
7 October 2011	1,446,000	0.235	0.229
10 October 2011	2,882,000	0.237	0.234
11 October 2011	400,000	0.238	0.238
18 October 2011	2,060,000	0.240	0.230
19 October 2011	1,570,000	0.250	0.235
	16,440,000

Save as disclosed above, the Company had not purchased any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

NOTICE IS HEREBY GIVEN that the annual general meeting of AVIC International Holding (HK) Limited (the “ Company ”) will be held at Concord Room II-III, 8th Floor, Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wanchai, Hong Kong, on Wednesday, 16 May 2012 at 10:00 a.m. for the following purposes:

1. To receive and consider the audited financial statements and the report of the directors and the independent auditors’ report of the Company for the year ended 31 December 2011.

2. To re-elect retiring directors of the Company and to authorize the board of directors of the Company to fix the remuneration of directors.

3. To re-elect Mr. Chu Yu Lin, David (who has served as an independent non-executive director for more than 9 years) as independent non-executive director of the Company and to authorize the board of directors of the Company to fix his remuneration.

4. To re-appoint auditors and to authorize the board of directors of the Company to fix the remuneration of auditors.

5. As a special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

• A. “THAT:

• (a) subject to paragraph (b) below, the exercise by the board of directors of the Company (“ Directors ”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of HK$0.10 each in the capital of the Company 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 recognized by the Securities and Futures Commission of Hong Kong and

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of shares of the Company which the Directors are authorized to repurchase pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of this Resolution, and the said approval shall be limited accordingly; and

• (c) for the purposes of this Resolution, “Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:

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

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by law or the bye-laws of the Company to be held; and

• (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting of the Company.”

B. “THAT:

• (a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.10 each in the capital of the Company and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorize the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power after the end of the Relevant Period;

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) an issue of shares as scrip dividends pursuant to the bye-laws of the Company from time to time; or (iii) an issue of shares under any option scheme or similar arrangement for the time being adopted for the grant or issue of shares or rights to acquire shares of the Company, shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this Resolution, and the said approval shall be limited accordingly; and

• (d) for the purpose of this Resolution,

“Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:

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

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by law or the bye-laws of the Company to be held; and

• (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting of the Company; and

“Rights Issue” means an offer of shares open for a period fixed by the Directors to the holders of shares of the Company on the register on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusions or other arrangements as the Directors 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 recognized regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company).”

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

• C. “ THAT subject to the passing of Resolutions No. 5A and No. 5B set out in the notice convening this meeting, the general mandate granted to the Directors to allot, issue and deal with additional shares pursuant to Resolution No. 5B set out in the notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of shares in the capital of the Company repurchased by the Company under the authority granted pursuant to Resolution No. 5A set out in the notice convening this meeting, provided that such amount of shares so repurchased shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the said Resolution.”

By order of the Board AVIC International Holding (HK) Limited Leung Yuen Chee, Sara Secretary

Hong Kong, 28 March 2012

Notes:

1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies (if a member who is the holder of two or more shares of the Company) to attend and vote in his stead. A proxy need not be a member of the Company.

2. To be valid, the proxy form, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude a member from attending and voting at the meeting if the member so desires.

3. With regard to items 2 and 3 in this notice, the board of directors of the Company proposed that the retiring directors, namely Mr. Li Zhaoxi, Mr. Pan Linwu, Mr. Wu Guangquan and Mr. Chu Yu Lin, David, be re-elected as directors of the Company. Their particulars are set out in Appendix III of the circular to shareholders of the Company dated 28 March 2012.

4. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally 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 personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

5. The voting on the above resolutions at the meeting will be conducted by way of a poll.

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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX III

The following are the particulars of the retiring Directors proposed to be re-elected at the AGM:

(a) Li Zhaoxi

Mr. Li Zhaoxi , aged 64, has been an Independent Non-executive Director of the Company since September 2004. He is also a member of the Audit Committee of the Company. Mr. Li holds a Master’s degree in Business Administration. He is a senior research fellow of and served as a deputy director at the Enterprise Research Institute of the Development Research Center under the State Council of the People’s Republic of China. Mr. Li has carried out research on corporate reforms and management for over 27 years. He is an independent director of Liaoning Hongyang Energy Resource Invest Co., Ltd, a company listed on the Shanghai Stock Exchange.

There is no service contract between Mr. Li and the Company. Mr. Li is not appointed for any specified length of service, but will be subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Bye-laws. Mr. Li’s emolument consists of a director’s fee determined in consideration of his duties, experience and responsibilities and is subject to review by the Board from time to time pursuant to the power conferred on it at annual general meetings of the Company. The director’s fee currently received by Mr. Li annually amounts to HK$60,000.

Save as disclosed above, Mr. Li does not hold any other position with the Company or any of its subsidiaries and does not have any relationship with any Directors, senior management of the Company or substantial or controlling Shareholders.

As at the Latest Practicable Date, Mr. Li does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (“ SFO ”).

Save as set out above, there is no other information regarding Mr. Li which needs to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules, and there is no other matter needs to be brought to the attention of the Shareholders.

(b) Mr. Pan Linwu

Mr. Pan Linwu , aged 47, has been an Executive Director of the Company since February 2008. He holds a Master’s degree in Aeronautical Engineering, a Bachelor’s degree in Engineering and a Postgraduate Diploma in Financial Accounting, and is a professional senior accountant. Mr. Pan served at the Ministry of Aviation Industry and the audit department of the Ministry of Aero-Space Industry. In 1993, he was transferred to AVIC International Holding Corporation (“ AVIC International ”) and served as deputy director and director of the audit division. Mr. Pan has been appointed as a vice president and the chief financial officer of AVIC International since 2001. He is also a director of AVIC International (HK) Group Limited (“ AVIC International (HK) Group ”) and Tacko International Limited (“ Tacko ”). AVIC

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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX III

International, AVIC International (HK) Group and Tacko are substantial Shareholders. Mr. Pan has many years experience in financial management, supervision and audit, and has substantial experience in the area of finance, capital operation and risk management. He was an independent director of Shenzhen Century Plaza Hotel Co., Ltd., a company listed on the Shenzhen Stock Exchange (appointment ended on 17 November 2010) .

There is no service contract between Mr. Pan and the Company. Mr. Pan is not appointed for any specified length of service, but will be subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Bye-laws. Mr. Pan’s emoluments, which are reviewed and approved by the Remuneration Committee of the Company in accordance with the Company’s remuneration policy in consideration of his duties and responsibilities within the Group, the Group’s performance and profitability and the market benchmark, comprise a director’s fee reviewed by the Board from time to time pursuant to the power conferred on it at annual general meetings of the Company, and discretionary share options. The director’s fee currently received by Mr. Pan annually amounts to HK$36,000.

Save as disclosed above, Mr. Pan does not hold any other position with the Company or any of its subsidiaries and does not have any relationship with any Directors, senior management of the Company or substantial or controlling Shareholders.

As at the Latest Practicable Date, Mr. Pan does not have any interest in the shares of the Company within the meaning of Part XV of the SFO.

Save as set out above, there is no other information regarding Mr. Pan which needs to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules, and there is no other matter needs to be brought to the attention of the Shareholders.

(c) Mr. Wu Guangquan

Mr. Wu Guangquan , aged 50, has been an Executive Director and the Chairman of the Company since March 2010. He is also a member of the Remuneration Committee of the Company but resigned as its Chairman on 12 January 2012. Mr. Wu holds a Master’s degree in Business Administration and is a senior accountant. He is the president of AVIC International and a director of AVIC International (HK) Group. Mr. Wu is the board chairman of AVIC International Shenzhen Company Limited and Rainbow Department Store Holdings Co. Ltd. He has extensive experience in finance, administration and management. Mr. Wu is an executive director, the chairman and, a member and the chairman of the remuneration committee of CATIC Shenzhen Holdings Limited, a company listed on the Stock Exchange, and, the board chairman of Tianma Microelectronic Co., Ltd. and Fiyta Holdings Ltd. (formerly known as Shenzhen Fiyta Holdings Ltd.), both of which are companies listed on the Shenzhen Stock Exchange.

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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX III

There is no service contract between Mr. Wu and the Company. Mr. Wu is not appointed for any specified length of service, but will be subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Bye-laws. Mr. Wu’s emoluments, which are reviewed and approved by the Remuneration Committee of the Company in accordance with the Company’s remuneration policy in consideration of his duties and responsibilities within the Group, the Group’s performance and profitability and the market benchmark, comprise a director’s fee reviewed by the Board from time to time pursuant to the power conferred on it at annual general meetings of the Company, and discretionary share options. The director’s fee currently received by Mr. Wu annually amounts to HK$36,000.

Save as disclosed above, Mr. Wu does not hold any other position with the Company or any of its subsidiaries and does not have any relationship with any Directors, senior management of the Company or substantial or controlling Shareholders.

As at the Latest Practicable Date, Mr. Wu does not have any interest in the shares of the Company within the meaning of Part XV of the SFO.

Save as set out above, there is no other information regarding Mr. Wu which needs to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules, and there is no other matter needs to be brought to the attention of the Shareholders.

(d) Mr. Chu Yu Lin David, JP, SBS

Mr. Chu Yu Lin, David , aged 68, has been an Independent Non-executive Director of the Company since May 1999. He is also a member and the Chairman of the Audit Committee and, a member of the Remuneration Committee of the Company and has been appointed as its Chairman with effect from 12 January 2012. Mr. Chu received his Master of Business Administration degree from Harvard University after degrees in Electrical Engineering and Management at Northeastern University and was awarded an honorary Doctor of Public Service degree from Northeastern University. He worked for a number of sizeable international corporations such as Bank of America, General Electric Co. and Jardine Matheson & Company Limited. Mr. Chu is an independent non-executive director of Chuang’s China Investments Limited and Jiuzhou Development Company Limited, both of which are companies listed on the Stock Exchange.

There is no service contract between Mr. Chu and the Company. Mr. Chu is not appointed for any specified length of service, but will be subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Bye-laws. Mr. Chu’s emolument consists of a director’s fee determined in consideration of his duties, experience and responsibilities and is subject to review by the Board from time to time pursuant to the power conferred on it at annual general meetings of the Company. The director’s fee currently received by Mr. Chu annually amounts to HK$240,000.

Save as disclosed above, Mr. Chu does not hold any other position with the Company or any of its subsidiaries and does not have any relationship with any Directors, senior management of the Company or substantial or controlling Shareholders.

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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX III

As at the Latest Practicable Date, Mr. Chu does not have any interest in the shares of the Company within the meaning of Part XV of the SFO.

Save as set out above, there is no other information regarding Mr. Chu which needs to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules, and there is no other matter needs to be brought to the attention of the Shareholders.

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