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Continental Aerospace Technologies Holding Limited — Proxy Solicitation & Information Statement 2025
Apr 29, 2025
49054_rns_2025-04-29_40fe5978-845a-4f8b-8c11-7319a4e1ef4f.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any 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 Continental Aerospace Technologies Holding Limited, you should at once hand this circular 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.
Continental Aerospace Technologies Holding Limited
大陸航空科技控股有限公司
(Incorporated in Bermuda with limited liability)
(Stock code: 232)
(1) PROPOSED GRANT OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES;
(2) PROPOSED RE-ELECTION OF DIRECTORS;
(3) PROPOSED FINAL DIVIDEND;
AND
(4) NOTICE OF ANNUAL GENERAL MEETING
A notice convening the AGM of Continental Aerospace Technologies Holding Limited to be held at Monaco Room, Basement 1, Regal Hongkong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Friday, 30 May 2025 at 11:00 a.m. is set out on pages 13 to 18 of this circular. Whether or not you are able to attend the meeting in person, 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 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 holding of the meeting i.e. Wednesday, 28 May 2025 at 11:00 a.m. (Hong Kong time) or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending the meeting should you so wish.
Hong Kong, 30 April 2025
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD
- REPURCHASE MANDATE ... 4
- GENERAL MANDATE ... 5
- RE-ELECTION OF DIRECTORS ... 5
- FINAL DIVIDEND ... 6
- CLOSURE OF REGISTER OF MEMBERS ... 7
- ANNUAL GENERAL MEETING ... 7
- ACTION TO BE TAKEN ... 7
- VOTING BY WAY OF POLL ... 8
- RECOMMENDATION ... 8
- RESPONSIBILITY STATEMENT ... 8
- GENERAL ... 8
APPENDIX I - EXPLANATORY STATEMENT ... 9
APPENDIX II - NOTICE OF ANNUAL GENERAL MEETING ... 13
APPENDIX III - DETAILS OF DIRECTORS PROPOSED
FOR RE-ELECTION ... 19
- i -
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 Monaco Room, Basement 1, Regal Hongkong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Friday, 30 May 2025 at 11:00 a.m., notice of which is set out on pages 13 to 18 of this circular
"Board"
the board of Directors
"Bye-laws"
the bye-laws of the Company as may be amended from time to time, and the "Bye-law" shall mean a bye-law of the Bye-laws
"close associate(s)"
has the meaning ascribed thereto in the Listing Rules
"Company"
Continental Aerospace Technologies Holding Limited, an exempted company incorporated in Bermuda with limited liability, the Shares of which are listed on the Stock Exchange (stock code: 232)
"Director(s)"
the director(s) of the Company
"Final Dividend"
the proposed final dividend of HK0.5 cent per Share for the year ended 31 December 2024 to the Shareholders whose names appear on the register of members of the Company on the Record Date
"General Mandate"
the general mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with new shares not exceeding 20% of the total number of issued shares (excluding treasury shares) as at the date of passing of the relevant resolution granting of such general mandate by the Shareholders
"Group"
the Company and its subsidiaries
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
- 1 -
DEFINITIONS
| “Hong Kong” | the Hong Kong Special Administrative Region of the People’s Republic of China |
|---|---|
| “Latest Practicable Date” | 17 April 2025, 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 |
| “Record Date” | Wednesday, 11 June 2025, being the record date for determining entitlements of the Shareholders to the Final Dividend; |
| “Repurchase Mandate” | the repurchase mandate proposed to be granted to the Directors at the AGM to exercise the powers of the Company to repurchase Shares up to a maximum of 10% of the total number of issued Shares (excluding treasury shares) as at the date of passing of the relevant resolution granting of such repurchase mandate by the Shareholders |
| “Repurchase Resolution” | the proposed ordinary resolution no.5A of the notice convening the AGM |
| “SFO” | the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong) |
| “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 |
| “Takeovers Code” | the Hong Kong Code on Takeovers and Mergers |
| “treasury shares” | has the meaning ascribed to it under the Listing Rules |
– 2 –
LETTER FROM THE BOARD
Continental Aerospace Technologies Holding Limited
大陸航空科技控股有限公司
(Incorporated in Bermuda with limited liability)
(Stock code: 232)
Executive Directors:
Mr. Huang Yongfeng (Chairman)
Mr. Yu Xiaodong (Chief Executive Officer)
Ms. Jiao Yan
Mr. Li Peiyin
Mr. Zhang Zhibiao
Non-executive Director:
Mr. Chow Wai Kam
Independent Non-executive Directors:
Mr. Chu Yu Lin, David
Mr. Li Ka Fai, David
Mr. Zhang Ping
Registered office:
Victoria Place, 5th Floor
31 Victoria Street
Hamilton HM 10
Bermuda
Head office and principal place
of business in Hong Kong:
Unit B, 15th Floor
United Centre
95 Queensway
Hong Kong
30 April 2025
To the Shareholders
Dear Sir or Madam,
(1) PROPOSED GRANT OF GENERAL MANDATES TO
REPURCHASE SHARES AND TO ISSUE SHARES;
(2) PROPOSED RE-ELECTION OF DIRECTORS;
(3) PROPOSED FINAL DIVIDEND;
AND
(4) NOTICE OF ANNUAL GENERAL MEETING
The Directors will seek the approval of the Shareholders at the AGM for, among other things;
(i) the granting of the General Mandate and the Repurchase Mandate to the Directors; (ii) the re-
election of Directors; and (iii) the declaration and payment of the Final Dividend. The purpose
of this circular is to provide you with information relating to the resolutions to be proposed at
the AGM for the granting of the General Mandate and Repurchase Mandate, the re-election of
Directors, the declaration and payment of the Final Dividend and the notice of the AGM.
LETTER FROM THE BOARD
1. REPURCHASE MANDATE
At the annual general meeting of the Company held on 31 May 2024, a repurchase mandate was granted to the Directors to exercise the powers of the Company to repurchase Shares and securities, if any, which carry a right to subscribe or purchase Shares. Such mandate will lapse at the conclusion of the AGM. It is therefore proposed to seek your approval by way of an ordinary resolution to be proposed at the AGM to grant the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase on the Stock Exchange the Shares up to a maximum number equal to 10% of the total number of issued Shares (excluding treasury shares) as at the date of the Repurchase Resolution. If the Company conducts a Share consolidation or subdivision after the Repurchase Mandate is granted, the maximum number of Shares that may be repurchased under the Repurchase Mandate as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same.
As at the Latest Practicable Date, the Company has an aggregate of 9,303,374,783 Shares in issue. Subject to the passing of the resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 930,337,478 Shares.
The Repurchase Mandate shall continue in force during the period from the date of 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.
The explanatory statement required by the Listing Rules to provide the requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against the relevant resolution to approve the Repurchase Mandate is set out in Appendix I hereto.
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LETTER FROM THE BOARD
2. GENERAL MANDATE
The Directors will also propose at the AGM an ordinary resolution granting the Directors a general and unconditional mandate to allot, issue and deal with new Shares of up to a maximum 20% of the total number of issued Shares (excluding treasury shares) as at the date of passing of the relevant resolution. Subject to the passing of the resolution approving the General Mandate and assuming that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under such General Mandate to allot, issue and deal with not more than 1,860,674,956 new Shares.
In addition, a separate ordinary resolution will be proposed to extend the General Mandate by adding to the number of Shares repurchased by the Company pursuant to the Repurchase Mandate.
If the Company conducts a Share consolidation or subdivision after the General Mandate is granted, the maximum number of Shares that may be issued under the General Mandate as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same.
The General Mandate shall continue in force during the period from the date of passing of the resolution for the approval of the General Mandate 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.
3. RE-ELECTION OF DIRECTORS
The Board currently consists of nine Directors, namely Mr. Huang Yongfeng, Mr. Yu Xiaodong, Ms. Jiao Yan, Mr. Li Peiyin, Mr. Zhang Zhibiao, Mr. Chow Wai Kam, Mr. Chu Yu Lin, David, Mr. Li Ka Fai, David and Mr. Zhang Ping.
Under code provision B.2.2 set out in the Corporate Governance Code contained in Appendix C1 to the Listing Rules, every director, including those appointed for a specific term, should be subject to retirement by rotation at least once every three years.
LETTER FROM THE BOARD
Pursuant to Bye-law 99(A), Mr. Yu Xiaodong, Mr. Chow Wai Kam and Mr. Chu Yu Lin, David will retire by rotation from office at the AGM. Each of Mr. Yu Xiaodong, Mr. Chow Wai Kam and Mr. Chu Yu Lin, David being eligible, will offer themselves for re-election as executive Directors, non-executive Director, and independent non-executive Director, respectively, at the AGM.
When identifying suitable candidates for directorship, the nomination committee of the Company (the "Nomination Committee") carries out the selection process by making reference to the skills, experience, background, professional knowledge, personal integrity and time commitments of the proposed candidates, and also the Company's needs and other relevant statutory requirements and regulations required for the positions. All candidates must be able to meet the standards as set forth in Rules 3.08 and 3.09 of the Listing Rules. A candidate who is to be appointed as an independent non-executive Director should also meet the independence criteria set out in Rule 3.13 of the Listing Rules. Qualified candidates will then be recommended to the Board for approval.
In considering the re-election of Mr. Yu Xiaodong, Mr. Chow Wai Kam and Mr. Chu Yu Lin, David as executive Directors, non-executive Director, and independent non-executive Director, respectively, the Board, with the assistance and recommendation from the Nomination Committee, has reviewed the structure, size, composition and diversity of the Board from a number of aspects, including but not limited to gender, age, cultural and ethnic background, professional qualification, skills, knowledge and length of service. The Board considers that Mr. Yu Xiaodong, Mr. Chow Wai Kam and Mr. Chu Yu Lin, David possess rich experience in their industries and are able to provide valuable advices in areas of accounting, finance, legal and/or business to the Company, thus contributing to better corporate governance of the Company.
Details of the Directors who are proposed for re-election at the AGM are set out in Appendix III to this circular.
4. FINAL DIVIDEND
As disclosed in the Company's annual results announcement dated 28 March 2025, the Board has resolved to recommend the payments of the proposed final dividend of HK0.5 cent per Share for the year ended 31 December 2024 to the Shareholders whose names appear on the register of members of the Company on the Record Date. The declaration and payment of the Final Dividend are subject to the approval by the Shareholders at the AGM and the respective resolutions will be proposed to the Shareholders for voting at the AGM as an ordinary resolution.
LETTER FROM THE BOARD
5. CLOSURE OF REGISTER OF MEMBERS
For determining the entitlements to attend and vote at the AGM, the register of members of the Company will be closed from Tuesday, 27 May 2025 to Friday, 30 May 2025, both days inclusive, during which period no transfer of shares will be registered. In order to be entitled to attend and vote at the AGM, unregistered holders of Shares should ensure that all transfers of shares accompanied by the relevant share certificates and properly completed transfer forms must be lodged for registration with the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong no later than 4:30 p.m. on Monday, 26 May 2025.
For determining the entitlements of the Final Dividend, the register of members of the Company will be closed from Monday, 9 June 2025 to Wednesday, 11 June 2025, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for the Final Dividend, unregistered holders of Shares should ensure that all transfers of shares accompanied by the relevant share certificates and properly completed transfer forms must be lodged for registration with the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong no later than 4:30 p.m. on Friday, 6 June 2025. The Final Dividend is expected to be distributed on Friday, 20 June 2025, if approved by the Shareholders at the AGM.
6. ANNUAL GENERAL MEETING
The notice convening the AGM, which contains, inter alia, ordinary resolutions to approve the Repurchase Mandate, the General Mandate and the re-election of Directors, is set out in Appendix II on pages 13 to 18 of this circular.
7. ACTION TO BE TAKEN
A proxy form for use at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM in person, 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 i.e. Wednesday, 28 May 2025 at 11:00 a.m. (Hong Kong time) or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at AGM should you so wish, and in such event, the form of proxy shall be deemed to be revoked.
LETTER FROM THE BOARD
8. 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, except where 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. The Company will announce the results of the poll in accordance with Rule 13.39(5) of the Listing Rules after the AGM.
9. RECOMMENDATION
The Directors believe that the Repurchase Mandate, the General Mandate (including the extended General Mandate), the re-election of the Directors and the proposed declaration and payment of the Final Dividend are all in the interest of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders should vote in favour of the relevant resolutions to be proposed at the AGM. So far as the Directors are aware, as at the Latest Practicable Date, no Shareholder is required to abstain from voting under the Listing Rules in respect of any of the resolutions to be proposed at the AGM.
10. 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.
11. GENERAL
To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions to be proposed at the AGM.
Yours faithfully,
For and on behalf of the Board
Continental Aerospace Technologies Holding Limited
Huang Yongfeng
Chairman
APPENDIX I
EXPLANATORY STATEMENT
This appendix serves as an explanatory statement, as required by the Listing Rules, to enable the Shareholders to make an informed decision on whether to vote for or against the Repurchase Resolution.
SHARE CAPITAL
As at the Latest Practicable Date, the total number of issued Shares was 9,303,374,783 Shares and the Company did not have any treasury 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 930,337,478 Shares representing approximately 10% of the total number of issued Shares (excluding treasury shares) as at the Latest Practicable Date. If the Company conducts a Share consolidation or subdivision after such mandate is granted, the maximum number of Shares that may be repurchased under the mandate as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same.
REASON FOR REPURCHASE
The Directors believe that the Repurchase Mandate is in the interests of the Company and the Shareholders as a whole. When exercising the Repurchase Mandate, the Directors may, subject to market conditions and the Company's capital management needs at the relevant time of the repurchase, resolve to cancel the shares repurchased following settlement of any such repurchase or hold them as treasury shares. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share of the Company. On the other hand, Shares repurchased and held by the Company as treasury shares maybe resold on the market at the market prices to raise funds for the Company, or transferred or used for other purposes, subject to compliance with the Listing Rules, the Bye-laws, and the laws of Bermuda. Share repurchase will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.
APPENDIX I
EXPLANATORY STATEMENT
To the extent that any treasury shares are deposited with Central Clearing and Settlement System ("CCASS") pending resale, the Company will adopt appropriate measures to ensure that it does not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in the Company's own name as treasury shares. These measures may include approval by the Board that (i) the Company will not (or will procure its broker not to) give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the treasury shares deposited with CCASS; and (ii) in the case of dividends or distributions, the Company will withdraw the treasury shares from CCASS, and either re-register them in its own name as treasury shares or cancel them, in each case before the record date for the dividends or distributions.
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 account of the Company. Further, the 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 2024 in the event that the Repurchase Mandate were to be carried out in full. 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.
APPENDIX I
EXPLANATORY STATEMENT
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
HK$ | Lowest
HK$ |
| --- | --- | --- |
| April 2024 | 0.178 | 0.086 |
| May 2024 | 0.191 | 0.138 |
| June 2024 | 0.195 | 0.148 |
| July 2024 | 0.161 | 0.116 |
| August 2024 | 0.144 | 0.098 |
| September 2024 | 0.125 | 0.088 |
| October 2024 | 0.245 | 0.121 |
| November 2024 | 0.143 | 0.100 |
| December 2024 | 0.120 | 0.103 |
| January 2025 | 0.117 | 0.097 |
| February 2025 | 0.123 | 0.103 |
| March 2025 | 0.118 | 0.103 |
| April 2025 (up to the Latest Practicable Date) | 0.112 | 0.089 |
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 close associates, have any present intention to sell any Shares to the Company under the Repurchase Mandate if such is approved by the Shareholders. The Company confirms that the explanatory statement set out in this Appendix contains the information required under Rule 10.06(1)(b) of the Listing Rules and that neither this explanatory statement nor the Repurchase Mandate has any unusual features.
No core 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 have undertaken not to sell any of the Shares to the Company, in the event that the Repurchase Mandate is approved by the Shareholders.
APPENDIX I
EXPLANATORY STATEMENT
TAKEOVERS CODE
If on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, 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 Takeovers 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 Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, Aviation Industry Corporation of China, Ltd ("AVIC"), the ultimate holding company of the Company, and its associates are interested in 4,316,900,390 Shares, representing approximately 46.40% of the issued share capital of the Company. Based on such shareholding and in the event that the Repurchase Mandate is exercised in full, the interests of AVIC and its associates will be increased to approximately 51.55% of the issued Shares, which will give rise to an obligation on the part of AVIC to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors have no present intention to exercise the power to repurchase Shares pursuant to the Repurchase Mandate to the extent that would trigger such obligation. Save as disclosed above, the Directors are not aware of any other consequences which may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.
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
The Company has not purchased any of its Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.
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APPENDIX II
NOTICE OF ANNUAL GENERAL MEETING
Continental Aerospace Technologies Holding Limited
大陸航空科技控股有限公司
(Incorporated in Bermuda with limited liability)
(Stock code: 232)
NOTICE IS HEREBY GIVEN that the annual general meeting (the “AGM”) of Continental Aerospace Technologies Holding Limited (the “Company”) will be held at Monaco Room, Basement 1, Regal Hongkong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Friday, 30 May 2025 at 11:00 a.m. for the following purposes:
-
To receive and consider the audited consolidated financial statements and the report of the directors (the “Directors”) and the independent auditor’s report of the Company for the year ended 31 December 2024.
-
(a) To re-elect Mr. Yu Xiaodong as executive Director;
(b) To re-elect Mr. Chow Wai Kam as non-executive Director;
(c) To re-elect Mr. Chu Yu Lin, David as independent non-executive Director; and
(d) To authorise the board (the “Board”) of Directors to fix the remuneration of Directors.
-
To approve the declaration and payment of recommended final dividend of HK0.5 cent (the “Final Dividend”) per ordinary share(s) of HK$0.10 each in the share capital of the Company (the “Share(s)”).
-
To re-appoint Ernst & Young as the auditor of the Company and to authorise the Board to fix the remuneration of auditor.
-
As a special business, to consider and, if thought fit, pass with or without amendments, the following resolutions which will be proposed as ordinary resolutions of the Company:
-
13 -
APPENDIX II
NOTICE OF ANNUAL GENERAL MEETING
ORDINARY RESOLUTIONS
A. “THAT:
(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase its Shares 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 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 number of Shares which the Directors are authorised to repurchase pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of Shares in issue (excluding treasury shares) provided that if any subsequent consolidation or subdivision of Shares is effected, the maximum number of Shares that may be purchased pursuant to the approval in paragraph (a) above as a percentage of the total number of issued Shares immediately before and after such consolidation or subdivision shall be the same, and the maximum number of Shares that may be repurchased pursuant to the powers granted under such approval shall be adjusted to such extent 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 the applicable laws of Bermuda or the bye-laws of the Company to be held; and
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APPENDIX II
NOTICE OF ANNUAL GENERAL MEETING
(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.
references to repurchase Shares include buy-back or purchases by agents or nominees on behalf of the Company or subsidiary of the Company."
B. "THAT:
(a) subject to paragraphs (b) and (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 dispose of additional (i) Shares; (ii) securities convertible into Shares; or (iii) options, warrants or similar rights to subscribe for Shares or such convertible securities, and to make or grant offers, agreements and options which would or might require such securities to be issued, allotted or disposed of, in exercise of such powers, be and is hereby generally and unconditionally approved;
(b) the aggregate number of Shares 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, shall not exceed 20% of the total number of issued Shares (excluding treasury shares) as at the date of passing this Resolution;
(c) if any subsequent consolidation or subdivision of Shares is effected, the maximum number of Shares that may be issued pursuant to the approval in paragraph (a) above as may be extended by Resolution No. 5C set out in the notice convening this meeting if so passed, as a percentage of the total number of issued Shares immediately before and after such consolidation or subdivision shall be the same, and the maximum number of Shares that may be allotted or issued under the powers granted under such approval shall be adjusted to such extent accordingly; and
- 15 -
APPENDIX II
NOTICE OF ANNUAL GENERAL MEETING
(d) the approval in this Resolution shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options which would or might require the exercise of such powers to allot, issue or dispose of such securities as referred to in paragraph (a) above after the end of the Relevant Period and to make such allotment, issue and disposal under such offers, agreements and options;
(e) 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 the applicable laws of Bermuda 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.
“Rights Issue” means an offer of Shares open for a period fixed by the Directors to the holders of Shares 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); and
(f) any reference to an allotment, issue, grant, offer or disposal of shares of the Company shall include the sale or transfer of treasury shares in the capital of the Company (including to satisfy any obligation upon the conversion or exercise of any convertible securities, warrants, options or similar rights to subscribe for shares in the Company) to the extent permitted by, and subject to the provisions of, the Listing Rules and applicable laws and regulations.
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APPENDIX II
NOTICE OF ANNUAL GENERAL MEETING
C. "THAT subject to the passing of Resolutions No. 5A and No. 5B set out in the notice convening this meeting, the powers granted to the Directors to allot, issue and dispose of additional Shares and other securities of the Company pursuant to Resolution No. 5B set out in the notice convening this meeting be and is hereby extended by the addition thereto at such number of Shares repurchased under the powers granted pursuant to Resolution No. 5A set out in the notice convening this meeting, provided that the maximum number of shares of the Company so repurchased shall not exceed the limits in the said Resolution No. 5A."
By order of the Board
Continental Aerospace Technologies Holding Limited
Kwok Chi Ho
Company Secretary
Hong Kong, 30 April 2025
As at the date hereof, the Board comprises Mr. Huang Yongfeng, Mr. Yu Xiaodong, Ms. Jiao Yan, Mr. Li Peiyin and Mr. Zhang Zhibiao 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.
Notes:
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For the purposes of holding the AGM, the register of members of the Company will be closed from Tuesday, 27 May 2025 to Friday, 30 May 2025, both days inclusive, during which period no transfer of shares will be registered, in order to determine the entitlement to attend and vote at the AGM. In order to be entitled to attend and vote at the AGM, unregistered holders of Shares should ensure that all transfers of shares accompanied by the relevant share certificates and properly completed transfer forms must be lodged for registration with the Company's Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 4:30 p.m. on Monday, 26 May 2025.
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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.
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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 17M 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 i.e. Wednesday, 28 May 2025 at 11:00 a.m. (Hong Kong time) 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.
APPENDIX II
NOTICE OF ANNUAL GENERAL MEETING
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For determining the entitlements of the Final Dividend, the register of members of the Company will be closed from Monday, 9 June 2025 to Wednesday, 11 June 2025, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for the Final Dividend, unregistered holders of Shares should ensure that all transfers of shares accompanied by the relevant share certificates and properly completed transfer forms must be lodged for registration with the Company's Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong no later than 4:30 p.m. on Friday, 6 June 2025. The Final Dividend is expected to be distributed on Friday, 20 June 2025, if approved by the shareholders of the Company at the AGM.
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With regard to item 2 in this notice, the particulars of all retiring directors of the Company are set out in Appendix III of the circular to shareholders of the Company dated 30 April 2025.
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With regard to item 5 in this notice, an explanatory statement containing details of Resolution No. 5 above is set out in Appendix I of the circular to shareholders of the Company dated 30 April 2025.
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The voting on the above resolutions at the meeting will be conducted by way of a poll.
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Where there are joint registered holders of any share(s), any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share(s) 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 of members of the Company in respect of such share(s) shall alone be entitled to vote in respect thereof.
APPENDIX III
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
The following are the particulars of the Directors proposed to be re-elected at the AGM:
(A) Mr. Yu Xiaodong
Mr. Yu Xiaodong (“Mr. Yu”), aged 52, has been an executive Director since August 2018 and a member of the remuneration committee of the Company (the “Remuneration Committee”) and the chief executive officer of the Company from 1 April 2022. He obtained a Master’s Degree in International Trade from University of International Business and Economics in 1997. He previously served as the project manager of AVIC International Holding Corporation (“AVIC International”), the assistant general manager of AVIC International Harbin Company* (中航國際哈爾濱公司), the operations management vice director of the international cooperation department of AVIC International, the organisational performance director of the human resources department of AVIC International, the vice general manager of the human resources department of AVIC International and the general manager of the auditing department of AVIC International. He is also the director of nine subsidiaries of the Group.
The Company has entered into service agreement with Mr. Yu for a term of three years. Mr. Yu is subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Bye-laws. Mr. Yu’s emoluments, which are reviewed and approved by the Remuneration Committee 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, comprising a director’s fee subject to review by the Board from time to time pursuant to the power conferred on it at annual general meetings of the Company. Mr. Yu is entitled to receive a director’s fee of HK$36,000 annually.
Save as disclosed above, Mr. Yu does not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company and he did not hold any directorship in other listed public companies in the last three years. Mr. Yu does not hold any other position with the Company and other members of the Group.
As at the Latest Practicable Date, Mr. Yu holds 2,000,000 Shares.
Save as set out above, there is no other matter regarding the re-election of Mr. Yu which needs to be brought to the attention of the Shareholders and there is no other information needs to be disclosed pursuant to the requirement of Rule 13.51(2) of the Listing Rules.
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APPENDIX III
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
(B) Mr. Chow Wai Kam
Mr. Chow Wai Kam (“Mr. Chow”), JP, aged 77, has been a non-executive Director since June 2015. He obtained a Bachelor of Arts degree in Architectural Studies and a Bachelor of Architecture degree from the University of Hong Kong in November 1970 and November 1972, respectively. He has been an Authorised Person (List of Architects) and a Registered Architect since July 1976 and January 1991, respectively. He was also admitted as a Fellow of The Hong Kong Institute of Architects since August 2001. He is currently an executive director of CK Asset Holdings Limited (“CKAH”), a company listed on the main board of the Stock Exchange (stock code: 1113). Mr. Chow joined the Hutchison Group in July 1995 and was the group managing director of the property and hotels divisions of the Hutchison Group since 2000. He is now the group managing director of Hutchison Property Group Limited, a wholly-owned subsidiary of CKAH. He has over 40 years of experience in project management and architectural design for various developments, including hotel, residential, commercial, industrial and school projects in Hong Kong, the Mainland China and overseas.
The Company has entered into service agreement with Mr. Chow Wai Kam for a term of three years. Mr. Chow is subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Bye-laws. Mr. Chow’s emoluments, which are reviewed and approved by the Remuneration Committee 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, comprising a director’s fee subject to review by the Board from time to time pursuant to the power conferred on it at annual general meetings of the Company. Mr. Chow is entitled to receive a director’s fee of HK$120,000 annually.
Save as disclosed above, Mr. Chow does not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company and he did not hold any directorship in other listed public companies in the last three years. Mr. Chow does not hold any other position with the Company and other members of the Group.
As at the Latest Practicable Date, Mr. Chow did not have any interest in the Shares within the meaning of Part XV of the SFO.
Save as set out above, there is no other matter regarding the re-election of Mr. Chow which needs to be brought to the attention of the Shareholders and there is no other information needs to be disclosed pursuant to the requirement of Rule 13.51(2) of the Listing Rules.
APPENDIX III
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
(C) Mr. Chu Yu Lin, David
Mr. Chu Yu Lin, David (“Mr. Chu”), JP, SBS, aged 81, has been an independent non-executive Director since May 1999. He is also a member of the Nomination Committee and the chairman of each of the audit committee of the Company (the “Audit Committee”) and the Remuneration Committee. 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 Consortium International Limited (stock code: 367), the shares of which are listed on the main board of the Stock Exchange, and was an independent non-executive director of Zhuhai Holdings Investment Group Limited (stock code: 908), the shares of which were listed on the main board of the Stock Exchange until June 2021.
The Company has entered into service agreement with Mr. Chu. There is no length of service specified in the said service agreement. Mr. Chu is subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Bye-laws. Mr. Chu’s emoluments, which are reviewed and approved by the Remuneration Committee 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, comprising a director’s fee subject to review by the Board from time to time pursuant to the power conferred on it at annual general meetings of the Company. Mr. Chu is entitled to receive a director’s fee of HK$400,000 annually.
Save as disclosed above, Mr. Chu does not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company. Mr. Chu did not hold any directorship in other listed public companies in the last three years and does not hold any other position with the Company and other members of the Group.
As at the Latest Practicable Date, Mr. Chu did not have any interest in the Shares within the meaning of Part XV of the SFO.
Save as set out above, there is no other matter regarding the re-election of Mr. Chu which needs to be brought to the attention of the Shareholders and there is no other information needs to be disclosed pursuant to the requirement of Rule 13.51(2) of the Listing Rules.