Continental Aerospace Technologies Holding Limited — Proxy Solicitation & Information Statement 2019

Dec 4, 2019

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

==> picture [411 x 107] intentionally omitted <==

(Incorporated in Bermuda with limited liability)

(Stock Code: 232)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “ Meeting ”) of AVIC International Holding (HK) Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) will be held at Forum Room 1, Basement 2, Regal Hongkong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Friday, 27 December 2019 at 11:00 a.m. for the purpose of considering and, if thought fit, passing, with or without modification, the following resolutions to be proposed as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT

• (a) the supplemental sale framework agreement dated 19 November 2019 (the “ Supplemental Sale Framework Agreement ”) and entered into between the Company and Aviation Industry Corporation of China, Ltd. (“ Aviation Industry ”) (a copy of which is marked “A” and produced to the Meeting and signed by the chairman of the Meeting for the purpose of identification) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

• (b) the revised annual cap for the transactions contemplated under the Supplemental Sale Framework Agreement for the year ending 31 December 2019 be and is hereby approved, confirmed and ratified; and

• (c) any one or more of the directors of the Company (the “ Directors ”) be and is/are hereby authorised to do all such acts and things and execute all such documents which he/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Supplemental Sale Framework Agreement and the transactions contemplated thereunder.”

1

1. “ THAT

   • (a) the sale framework agreement dated 19 November 2019 (the “ 2019 Sale Framework Agreement ”) and entered into between the Company and Aviation Industry (a copy of which is marked “B” and produced to the Meeting and signed by the chairman of the Meeting for the purpose of identification) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

   • (b) the respective annual caps for the transactions contemplated under the 2019 Sale Framework Agreement for the three years ending 31 December 2022 be and are hereby approved, confirmed and ratified; and

   • (c) any one or more of the Directors be and is/are hereby authorised to do all such acts and things and execute all such documents which he/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the 2019 Sale Framework Agreement and the transactions contemplated thereunder.”

2. “ THAT Mr. Zhao Yang be re-elected as executive Director and to authorise the board of Directors to fix his remuneration.”

By Order of the Board AVIC International Holding (HK) Limited Lai Weixuan Chairman

Hong Kong, 5 December 2019

Registered office: Head office and principal place of Victoria Place, 5th Floor business in Hong Kong: 31 Victoria Street Unit A, 20/F Hamilton HM 10 Tower 2, Admiralty Centre Bermuda 18 Harcourt Road Admiralty, Hong Kong

Notes:

1. Any member of the Company entitled to attend and vote at the meeting shall be entitled to appoint one or, if he is the holder of two or more shares, more than one person as his proxy to attend and vote instead of him. A proxy need not be a member of the Company.

2. Where there are joint registered holders of any share of the Company, 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 whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

2

1. Completion and return of the form of proxy will not preclude a member from attending and voting at the above meeting or any adjournment thereof if he so wishes. In that event, his form of proxy will be deemed to have been revoked.

2. In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be delivered to the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, no later than 11:00 a.m. (Hong Kong time) on Wednesday, 25 December 2019.

3. In order to determine the entitlement to attend and vote at the meeting, the register of members of the Company will be closed from Friday, 20 December 2019 to Friday, 27 December 2019, both days inclusive, during which period the registration of Shares will be suspended. All transfers of shares of the Company accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, for registration no later than 4:30 p.m. on Thursday, 19 December 2019.

As at the date of this announcement, the Board comprises Mr. Lai Weixuan, Mr. Fu Fangxing, Mr. Zhang Zhibiao, Mr. Yu Xiaodong and Mr. Zhao Yang as executive Directors; Mr. Chow Wai Kam as non-executive Director; Mr. Chu Yu Lin, David, Mr. Li Ka Fai, David and Mr. Zhang Ping as independent non-executive Directors.

3