Aerospace Ambition: Meeting materials of the first extraordinary general meeting of shareholders in 2025
DATE:  Feb 08 2025

Stock code: 688066 Stock abbreviation: Aerospace Hongtu

Aerospace Hongtu Information Technology Co., Ltd

Meeting materials of the first extraordinary general meeting of shareholders in 2025

February 2025

directory

Notice of the First Extraordinary General Meeting of Shareholders in 2025...... 3

Agenda for the First Extraordinary General Meeting of Shareholders in 2025...... 5

Proposal of the first extraordinary general meeting of shareholders in 2025...... 7

Proposal 1: Proposal on the Board of Directors' proposal to revise downwards the price of the "Hongtu Convertible Bonds" into equity...... 7

Aerospace Hongtu Information Technology Co., Ltd

Notice to the First Extraordinary General Meeting of Shareholders in 2025

In order to safeguard the legitimate rights and interests of all shareholders, ensure the order and efficiency of the shareholders' meeting, and ensure the smooth convening of the shareholders' meeting, in accordance with the "Company Law of the People's Republic of China", "Securities Law of the People's Republic of China", "Rules of the General Meeting of Shareholders of Listed Companies", as well as the "Articles of Association of Aerospace Hongtu Information Technology Co., Ltd." and the "Rules of Procedure of the General Meeting of Shareholders" of Aerospace Hongtu Information Technology Co., Ltd. (hereinafter referred to as the "Company") and other relevant provisions, the first extraordinary general meeting of shareholders in 2025 is hereby formulated:

1. In order to confirm the attendance qualifications of shareholders or their agents or other attendees attending the meeting, the meeting staff will conduct the necessary verification of the identity of the participants attending the meeting, and ask the checked person to cooperate.

2. Shareholders and shareholders' representatives attending the meeting must go through the sign-in procedures at the meeting site 30 minutes before the meeting, and please present the securities account card, identity document or legal person unit certificate, power of attorney, etc., and receive the meeting materials after verification before attending the meeting.

After the start of the meeting, the presiding officer of the meeting announces the number of shareholders present at the meeting and the total number of shares with voting rights held by them, and shareholders who enter the meeting after this time are not entitled to participate in the on-site voting.

3. The meeting shall deliberate and vote on the motions in the order listed in the notice of the meeting.

4. Shareholders (including shareholders' representatives, the same below) participate in the general meeting of shareholders and enjoy the right to speak, question, vote and other rights in accordance with the law. Shareholders participating in the general meeting of shareholders shall conscientiously exercise and perform their statutory rights and obligations, and shall not infringe upon the legitimate rights and interests of other shareholders and shall not disturb the normal order of the general meeting.

5. Shareholders who wish to speak at the on-site meeting of the general meeting of shareholders shall register in advance at the speech registration office (the speech registration office is located at the registration office of the general meeting). The presiding officer of the General Assembly will arrange the speakers according to the list and the order provided in the registration office. Shareholders should raise their hands to ask questions on the spot, and proceed according to the arrangement of the presiding officer of the meeting. When speaking, the name of the shareholder and the total number of shares held should be stated. Shareholders' speeches and questions should be concise and concise related to the topics of the shareholders' meeting, and each speech should not exceed 5 minutes in principle.

6. When shareholders and their representatives request to speak, they shall not interrupt the report of the rapporteur of the meeting or the speeches of other shareholders and their representatives, and the shareholders and their representatives shall not speak when voting at the general meeting of shareholders. If the shareholders and their representatives violate the above provisions, the presiding officer has the right to refuse or stop them.

7. The moderator may arrange for the company's directors, supervisors, senior managers, and candidates for directors and supervisors to answer questions raised by shareholders. The moderator or the relevant personnel designated by the moderator have the right to refuse to answer questions that may disclose the company's trade secrets and/or insider information and damage the common interests of the company and shareholders.

8. The general meeting of shareholders adopts a combination of on-site voting and online voting. The proposal of the general meeting of shareholders shall be voted by registered vote, and shareholders shall exercise their voting rights according to the number of shares with voting rights they represent, and each share shall have one vote.

9. The proposals of the general meeting of shareholders are listed on the same ballot, and the shareholders present at the meeting are requested to fill in one item by one as required, and be sure to sign the name or name of the shareholder. Those who do not fill in, fill in multiple fields, write illegible, do not have the signature of the voter or do not vote shall be deemed to have abstained.

10. In order to ensure the seriousness and normal order of the general meeting of shareholders and effectively safeguard the legitimate rights and interests of shareholders and their representatives, the company has the right to refuse other persons to enter the venue, except for shareholders and agents attending the meeting, directors, supervisors, senior management personnel of the company, lawyers hired by the company and other personnel invited by the company.

11. During the meeting, participants should pay attention to maintaining the order of the venue, do not move around at will, adjust the mobile phone to mute state, refuse personal audio recording, video recording and photography, and have the right to stop the behavior of interfering with the normal procedures of the meeting, picking quarrels and provoking troubles or infringing on the legitimate rights and interests of other shareholders, and report to the relevant departments for processing.

12. The meeting was witnessed and issued by the practicing lawyers of the law firm hired by the company on the spot.

13. The Company does not issue gifts to shareholders attending the general meeting of shareholders, and is not responsible for arranging accommodation for shareholders attending the general meeting of shareholders, so as to treat all shareholders equally.

14. For the specific content of the registration method and voting method of this general meeting of shareholders, please refer to the company's announcement in 2025

On January 14, the "Convening of the First Extraordinary General Meeting of Shareholders in 2025" disclosed on the website of the Shanghai Stock Exchange

Notice of the meeting (Announcement No. 2025-004).

Aerospace Hongtu Information Technology Co., Ltd

Agenda for the 1st Extraordinary General Meeting of Shareholders in 2025

1. Time, place and voting method of the meeting

(1) On-site meeting time: 14:30 on February 13, 2025 (Thursday).

(2) On-site meeting place: the company conference room on the 5th floor of Building 1, Area A, Yiyuan Cultural and Creative Industry Base, Xingshikou Road, Haidian District, Beijing

(3) The system, start and end dates, and voting time of online voting

Online voting system: the online voting system of the general meeting of shareholders of the Shanghai Stock Exchange

Online voting starts and ends from February 13, 2025 to February 13, 2025

The Shanghai Stock Exchange network voting system is adopted, and the voting time through the voting platform of the trading system is shares

The trading hours on February 13, 2025, i.e., 9:15-9:25, 9:30-11:30,

13:00-15:00, voting time through the Internet voting platform is 9:15-15:00 on February 13, 2025, the day of the general meeting of shareholders.

2. Agenda of the meeting

(1) Participants sign in, receive meeting materials, and shareholders register for speeches

(2) The presiding officer announces the opening of the meeting

(3) The moderator announces the attendance of the on-site meeting

(4) The presiding officer reads out the instructions of the meeting

(5) Examine each bill item by item

Serial Number Name of the motion

1 Proposal of the Board of Directors to Propose a Downward Revision of the Conversion Price of "Hongtu Convertible Bonds"

(6) In response to the deliberation of the general meeting, shareholders make speeches and ask questions

(7) Election scrutineers and tellers

(8) Shareholders attending the meeting vote on various proposals

(9) Adjourn the meeting and count the voting results

(10) The meeting resumes, and the presiding officer announces the voting results

(11) The presiding officer reads out the resolution of the general meeting of shareholders

(12) The lawyer reads out the witness opinion

(13) Sign the documents of the meeting

(14) The moderator announces the end of the on-site meeting

Proposal of the first extraordinary general meeting of shareholders in 2025

Proposal 1: Proposal on the board of directors' proposal to revise downwards the price of the "Hongtu Convertible Bonds" to equity

Dear Shareholders and Shareholder Representatives,

The Reply on Agreeing to the Registration of Aerospace Hongtu Information Technology Co., Ltd. to Issue Convertible Corporate Bonds to Unspecified Targets (Zheng Jian Xu Xu [2022] No. 2755) issued by the China Securities Regulatory Commission is the same

On November 28, 2022, the company issued 10,088,000 convertible companies to unspecified objects

Bonds, each with a face value of RMB100, raising a total of RMB100,880.00 with a maturity

Limited to six years from the date of issue, i.e. from November 28, 2022 to November 27, 2028, par profit

The rate is 0.4% in the first year, 0.6% in the second year, 1.1% in the third year, 1.5% in the fourth year, 2.5% in the fifth year, and sixth

3% per year.

With the approval of the Shanghai Stock Exchange, the company's convertible corporate bonds will be issued from December 22, 2022

Listed and traded on the Shanghai Stock Exchange, the bond is referred to as "Hongtu Convertible Bond", and the bond code is "118027".

The convertible bond swap period is six months after the expiration of the date of the closing of the convertible bond issuance (December 2, 2022).

From the first trading day to the maturity date of the convertible bond, i.e. from 2 June 2023 to 27 November 2028

Stop. The initial conversion price of "Hongtu Convertible Bonds" is 88.91 yuan per share.

Due to the completion of the vesting registration of the third vesting period of the restricted stock incentive plan in 2019, the company's share capital has been increased

184,881,281 shares were changed to 185,636,281 shares, and the conversion price was changed from 88.91 on January 13, 2023

RMB/share was adjusted to RMB88.62/share.

Due to the completion of the vesting registration of the first vesting period of the reserved grant part of the 2020 restricted stock incentive plan and the implementation of the 2022 annual equity distribution plan, the adjustment of the conversion price of the "Hongtu Convertible Bonds" into shares, and the registration of the vesting of equity incentives

Completed the change of the company's share capital from 185,636,281 shares to 185,676,281 shares; Implement the 2022 annual right

The company's share capital was changed from 185,676,281 shares to 259,946,793 shares in May 2023

On the 30th, the transfer price was adjusted from 88.62 yuan per share to 63.20 yuan per share.

As of August 7, 2023, a total of 77 shares have been converted into shares, and the company's share capital has increased from 259,946,793

The number of shares was changed to 259,946,870 shares. Due to the completion of the vesting registration of the first vesting period of the 2020 restricted stock incentive plan and the vesting of the first vesting period of the 2022 restricted stock incentive plan, the company's share capital has been increased

259,946,870 shares were changed to 261,192,870 shares, and the conversion price was changed from 63.20 on August 30, 2023

RMB/share was adjusted to RMB62.98/share.

As of January 13, 2025, the Company's stock existed for fifteen out of thirty consecutive trading days

If the closing price is lower than 85% of the current conversion price (i.e. RMB 53.53 per share), the downward revision clause of the conversion price of the "Hongtu Convertible Bonds" has been triggered. In order to optimize the company's capital structure, promote the company's long-term and steady development, and safeguard the interests of all investors. The board of directors of the company proposed to revise the conversion price of "Hongtu Convertible Bonds" downward and submit it to the general meeting of shareholders for deliberation, and at the same time requested the general meeting of shareholders to authorize the board of directors to handle the relevant matters related to the downward revision of the conversion price in accordance with the relevant provisions of the prospectus for the issuance of convertible corporate bonds by Aerospace Hongtu Information Technology Co., Ltd. to unspecified objects.

The downward revision of the "Hongtu Convertible Bonds" conversion price should not be lower than the higher of the average trading price of the company's shares on the 20 trading days before the date of the shareholders' meeting and the average trading price of the company's shares on the previous trading day. If any of the above indicators are higher than the conversion price of the "Hongtu Convertible Bonds" before the adjustment at the time of the shareholders' meeting, the conversion price of the "Hongtu Convertible Bonds" does not need to be adjusted.

For details, please refer to the company's website on the Shanghai Stock Exchange on January 14, 2025

(www.sse.com.cn) Announcement on the Board of Directors' Proposal to Downward Revise the Conversion Price of "Hongtu Convertible Bonds" (Announcement No.: 2025-003) as disclosed.

The above proposals have been deliberated and passed at the 38th meeting of the third board of directors of the company, and are now submitted to the general meeting of shareholders for consideration.

Board of Directors of Aerospace Hongtu Information Technology Co., Ltd

February 13, 2025

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