Securities code: 688297 Securities abbreviation: China UAV

AVIC (Chengdu) Unmanned Aerial Systems Co., Ltd

First Extraordinary General Meeting of Shareholders in 2024

Meeting Materials

November 2024

directory

Notice of the First Extraordinary General Meeting of Shareholders of AVIC (Chengdu) Unmanned Aircraft Systems Co., Ltd. in 2024 3 Meeting Agenda of the First Extraordinary General Meeting of Shareholders of AVIC (Chengdu) Unmanned Aircraft Systems Co., Ltd. in 2024 5

Proposal 1 Proposal on the change of directors of the fifth board of directors...... 7

Proposal 2 Proposal on the change of accounting firm...... 9

Proposal 3 Proposal on the Change of Supervisors of the Fifth Board of Supervisors...... 13

AVIC (Chengdu) Unmanned Aerial Systems Co., Ltd

Notice to the First Extraordinary General Meeting of Shareholders in 2024

In order to safeguard the legitimate rights and interests of investors and protect shareholders in AVIC (Chengdu) Unmanned Aerial Systems Co., Ltd. (hereinafter referred to as the "Company" or "the Company") during the general meeting of shareholders in accordance with the law, in accordance with the "Company Law of the People's Republic of China", "Securities Law of the People's Republic of China", "Rules of Shareholders' Meetings of Listed Companies", "Articles of Association", "Rules of Procedure of the General Meeting of Shareholders" of the Company and other relevant provisions, the notice of this meeting is hereby formulated:

1. The company is responsible for the agenda and affairs of the general meeting of shareholders, and the attendees should cooperate with the company's staff arrangements to jointly maintain the order of the meeting.

2. In order to ensure the normal order of the general meeting of shareholders, the company has the right to refuse other personnel to enter the meeting venue except for shareholders or shareholders' agents, directors, supervisors, secretary of the board of directors, other senior management personnel, witness lawyers, relevant personnel on the agenda of the meeting and conference staff. The company will stop the behavior that affects the order of the general meeting of shareholders and damages the legitimate rights and interests of other shareholders in accordance with regulations.

3. Shareholders and shareholders' representatives attending the general meeting of shareholders shall go through the sign-in procedures on the spot with a copy of their ID card or business license, power of attorney and securities account card, and shareholders who have not signed in cannot participate in the general meeting of shareholders in principle. After the start of the meeting, the presiding officer of the meeting shall announce the number of shareholders attending the meeting and the total number of shares with voting rights held by them, and the shareholders and shareholders' representatives who enter the meeting after this time shall not have the right to participate in the on-site voting.

4. Shareholders and shareholders' representatives at the meeting enjoy the right to speak, question, vote and other rights in accordance with the law. Shareholders and their agents shall conscientiously perform their statutory obligations, conscientiously abide by the discipline of the general meeting, and shall not affect the normal procedures or order of the general meeting, and shall not infringe on the rights and interests of other shareholders. Shareholders and their representatives who request to speak shall speak only with the permission of the presiding officer of the meeting in accordance with the agenda of the meeting. When shareholders request to speak, they shall not interrupt the report of the meeting rapporteur or the speeches of other shareholders, and shall not raise issues unrelated to the proposal of the general meeting of shareholders. The moderator may arrange for the company's directors and senior management to answer questions raised by shareholders, and 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 inside information and damage the common interests of the company and shareholders.

5. The voting of the conference adopts a combination of on-site voting and online voting. According to the relevant regulations, two shareholder representatives and one supervisor participate in the scrutiny and inventory of votes on the spot. Each shareholder and the shareholder's representative shall exercise their voting rights in accordance with the number of shares they represent, and sign the name of the shareholder on the voting ballot. The presiding officer announces the voting results.

6. During the meeting, participants should pay attention to maintaining the order of the venue, do not move around at will, turn their mobile phones to silent or turn off, and refuse personal audio and video recordings and photos.

7. For the specific content of the registration method and voting method of this general meeting of shareholders, please refer to the "Notice of China UAV on Convening the First Extraordinary General Meeting of Shareholders in 2024" and "Announcement of China UAV on Adding Temporary Proposals to the First Extraordinary General Meeting of Shareholders in 2024 and Supplementary Notice of Convening the First Extraordinary General Meeting of Shareholders in 2024" disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn) on October 31, 2024 and November 16, 2024.

AVIC (Chengdu) Unmanned Aerial Systems Co., Ltd

Agenda for the 1st Extraordinary General Meeting of Shareholders in 2024

1. Time, place and voting method of the meeting

(1) On-site meeting time: 14:30 p.m. on November 28, 2024 (Thursday).

(2) On-site meeting place: Chengdu Chengfei Conference Service Co., Ltd., No. 39, Jingyi Road, Qingyang District, Chengdu, Sichuan Province

(3) Convener of the meeting: the board of directors

(4) The system, start and end time, 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 November 28, 2024 to November 28, 2024

Using the online voting system of the Shanghai Stock Exchange, the voting time through the voting platform of the trading system is the trading time of the day of the general meeting of shareholders, that is, 9:15-9:25, 9:30-11:30, 13:00-15:00, and the voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.

2. Agenda:

(1) Participants sign in and receive conference materials

(2) The presiding officer announces the opening of the meeting, reports to the general meeting the number of shareholders and shareholders' representatives attending the on-site meeting and the total number of voting shares held, and introduces the participants and non-voting personnel of the on-site meeting

(3) The presiding officer reads out the instructions for the general meeting of shareholders

(D) the election of scrutineers and tellers

(5) To deliberate the motions of the meeting item by item

Types of voting shareholders

Serial No. Name of Proposal Shareholders of A shares

Non-cumulative voting motions

1 Proposal on the change of directors of the fifth session of the board of directors √

2 Proposal on the Change of Accounting Firm √

Cumulative voting motions

3.00 Proposal on the Change of Supervisors of the Fifth Board of Supervisors (2) supervisors shall be elected

3.01 Proposal on the election of Mr. Gao Song as a supervisor of the fifth board of supervisors of the company √

3.02 Proposal on the election of Ms. Zeng Ying as a supervisor of the fifth board of supervisors of the company √

(6) Speeches and questions from shareholders and shareholders' representatives

(7) Shareholders and shareholders' representatives at the meeting vote on various proposals

(8) Adjourn the meeting and count the results of on-site voting

(9) Summarize the results of online voting and on-site voting

(10) The presiding officer read out the voting results of the general meeting of shareholders

(11) Witness the lawyer's reading of the legal opinion on the general meeting of shareholders

(12) Sign the documents of the meeting

(13) The presiding officer announced the end of the general meeting of shareholders

AVIC (Chengdu) Unmanned Aerial Systems Co., Ltd

Proposal of the first extraordinary general meeting of shareholders in 2024

Motion 1

Proposal on the change of directors of the fifth board of directors

Dear Shareholders and Shareholders' Representatives,

According to the Articles of Association, shareholders who individually or collectively hold more than 3% of the voting shares of the Company may nominate candidates for directors to be elected by the general meeting of shareholders.

Mr. Zhou Quan recently submitted his resignation report to the Board of Directors due to the adjustment of work arrangements, resigned as a director of the Company and a member of the Audit and Risk Control Committee of the Board of Directors, and will no longer hold any position in the Company after his resignation. The Chengdu Aircraft Design and Research Institute of Aviation Industry Corporation of China intends to recommend Mr. Zhou Wei as a director of the company, and will no longer recommend Mr. Zhou Quan as a director of the company.

After the qualification review of the nomination and remuneration assessment committee of the board of directors, it is proposed to elect Mr. Zhou Wei (see the attachment for details of resume) as a non-independent director of the fifth board of directors of the company, and the term of office will be from the date of deliberation and approval of the general meeting of shareholders of the company to the date of expiration of the fifth board of directors of the company.

For details, please refer to the company's website on the Shanghai Stock Exchange on October 31, 2024

(www.sse.com.cn) The "Announcement of China UAV on the Change of Directors of the Company" (Announcement No. 2024-027) disclosed by China Unmanned Aerial Vehicle.

This proposal has been reviewed at the 23rd meeting of the fifth board of directors of the company held on October 29, 2024

It is now submitted to the general meeting of shareholders for deliberation.

Board of Directors of AVIC (Chengdu) Unmanned Aircraft Systems Co., Ltd

November 28, 2024

Attachment: Resume of Mr. Zhou Wei

Mr. Zhou Wei, born in 1968, Chinese nationality, no right of permanent residence abroad, graduated from Northwestern Polytechnical University

He has a master's degree in navigation, guidance and control, a master's degree in engineering, and is a researcher-level senior engineer. From August 1989 to the present, he has successively served as a designer, assistant in charge, deputy director of the (Party) Office, deputy director of the Planning and Development Department, director of the Planning and Development Department, director of the Planning and Quality Department, and deputy director of the Science and Technology Commission of the Chengdu Aircraft Design and Research Institute of Aviation Industry Corporation of China.

As of the disclosure date of this announcement, Mr. Zhou Wei did not hold any shares of the Company; There is no circumstance that prohibits him from serving as a director, supervisor or senior manager of the company as stipulated in the Company Law of the People's Republic of China; It has not been banned from the securities market by the China Securities Regulatory Commission; Not publicly recognized by the stock exchange as unsuitable to serve as a director, supervisor or senior manager of a listed company; Have not been subject to administrative penalties by the China Securities Regulatory Commission and public condemnation or criticism by the stock exchange; There is no case filed and investigated by the judicial authorities for suspected crimes or investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations; Upon inquiry, they do not belong to the "judgment defaulters" and meet the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, and so forth.

Bill II

Proposal on the change of accounting firm

Dear Shareholders and Shareholders' Representatives,

In accordance with the relevant regulations of the Ministry of Finance, the State-owned Assets Supervision and Administration Commission of the State Council and the China Securities Regulatory Commission on the selection and appointment of accounting firms, and taking into account the company's future business development and demand for audit services, the company intends to hire Daxin Certified Public Accountants (Special General Partnership) (hereinafter referred to as "Daxin") as the company's 2024 financial report and internal control audit institution. The Company has communicated with the original Dahua Certified Public Accountants (Special General Partnership) (hereinafter referred to as "Dahua") regarding the change of accounting firm, and the original Dahua has no objection to the change. The Audit and Risk Control Committee of the Board of Directors of the Company and the Board of Directors have no objection to the proposed change of accounting firm. The details are as follows:

1. The basic information of the accounting firm to be hired

(i) Institutional information

1. Basic Information

Daxin was founded in 1985 and transformed into a special general partnership in March 2012, headquartered

Beijing, with registered address at 2206, 22nd Floor, No. 1 Zhichun Road, Haidian District, Beijing. Daxin has 33 stores across the country

Branch, set up a branch in Hong Kong, and initiated the establishment of Daxin International Accounting Network in 2017, which currently has 38 network member firms in the United States, Canada, Australia, Germany, France, the United Kingdom, Singapore, etc. Daxin is one of the earliest accounting firms engaged in securities service business in China, and is one of the first to obtain the audit qualification of H-share enterprises, with nearly 30 years of experience in securities business.

The lead partner is Mr. Xie Zemin. As of December 31, 2023, the total number of Daxin employees

4,001 people, including 160 partners and 971 certified public accountants. Among the Certified Public Accountants, there are more than 500 of them

Signed the audit report of securities service business.

In 2023, the business revenue was 1.589 billion yuan, serving more than 10,000 companies. Business income

The revenue from audit business was 1.380 billion yuan and the income from securities business was 450 million yuan. 2023 Annual Report of Listed Companies

There were 204 audit clients (including H shares), with an average asset amount of 14.653 billion yuan and a total fee of 241 million yuan. host

It should be distributed in manufacturing, information transmission, software and information technology services, electricity, heat, gas and water production and supply, scientific research and technical services, water conservancy, environment and public facilities management. In 2023, the Company audited 134 clients of listed companies in the same industry.

2. Investor protection capabilities

As of December 31, 2023, the cumulative compensation limit and the accrued occupational risk base of Daxin occupational insurance

The sum of the gold exceeds 200 million yuan, and the provision of occupational risk funds and the purchase of occupational insurance comply with relevant regulations.

Civil liability in civil litigation related to professional conduct in the past three years: December 27, 2023

In the dispute over liability for misrepresentation involving Tongjitang Securities, the Xinjiang High People's Court ruled in the second instance that Daxin Certified Public Accountants should bear joint and several liability within the scope of 15%. Up to now, the effective judgments of this series of lawsuits have been fully fulfilled

Complete. On December 29, 2023, in a dispute involving the liability for misrepresentation of Changxin Agricultural Loan Securities, the Jiangsu High Court

The second-instance judgment ruled that Daxin Certified Public Accountants should be jointly and severally liable for compensation within the scope of 10%. Up to now, the effective judgments of this series of lawsuits have been fully fulfilled.

3. Integrity record

In the past three years, Daxin has received 0 criminal penalties, 4 administrative penalties, and 18 administrative supervision measures for his professional behavior

10 times of self-regulatory measures and disciplinary actions. 42 practitioners have been criminalized for their professional conduct in the past three years

0 penalties, 8 administrative penalties, 37 administrative supervision measures, self-discipline supervision measures and disciplinary sanctions

19 person-times.

(ii) Project information

1. Basic Information

Project partner to be signed: Yang Yiming

He is qualified as a certified public accountant. He became a certified public accountant in 1999, began to engage in the audit of listed companies in 2009, began to practice in Daxin in 2021, began to provide audit services for the company in 2024, and signed 1 audit report of listed companies in the past three years. Not working part-time in other units.

Certified Public Accountant to be signed: Chen Haitao

He is qualified as a certified public accountant. He became a certified public accountant in 2019, began to engage in the audit of listed companies in 2015, began to practice in Daxin in 2024, began to provide audit services for the company in 2024, and signed 1 audit report of listed companies in the past three years. Not working part-time in other units.

Project quality reviewer: Feng Faming

He is qualified as a certified public accountant. He became a certified public accountant in 2002, began to engage in the audit quality review of listed companies in 2015, began to practice in Daxin in 2013, and began to provide audit services for the company in 2024, and reviewed 5 audit reports of listed companies in the past three years. Not working part-time in other units.

2. Integrity record

In the past three years, the partners of the project to be signed, the signing certified public accountants and the quality review personnel have not been subject to criminal penalties for their professional behavior, administrative penalties and supervision and management measures by the China Securities Regulatory Commission, dispatched agencies and industry authorities, and self-regulatory measures and disciplinary actions by self-regulatory organizations such as stock exchanges and industry associations.

3. Independence

The partners of the project to be signed, the signing certified public accountants and the quality review personnel do not violate the independence requirements of the Code of Professional Ethics of Chinese Certified Public Accountants, do not hold and trade the company's shares, and do not have other economic interests that affect independence, and the regular rotation is in accordance with the regulations.

4. Audit fees

It is estimated that the audit fee for 2024 will be 719,100 yuan, of which 65.80 will be for the audit of the annual financial report

10,000 yuan, and the internal control audit fee was 61,100 yuan, a decrease of 6% compared with the audit fee of the previous year. The above-mentioned audit fees are determined in accordance with the number of working days required by Daxin Certified Public Accountants to provide audit services for the company and the charging standard for each working day, of which the number of working days is determined according to the nature and complexity of the audit services; The fee standard for each working day is determined separately according to the professional skill level of the practitioner.

2. A description of the proposed change of accounting firm

(1) The situation of the former accounting firm and the audit opinion of the previous year

Dahua, the original employee of the Company, was established on February 9, 2012 with its registered address in the west of Haidian District, Beijing

Building 1101, Yard 7, No. 16, Fourth Ring Middle Road.

In 2023, the Company engaged Dahua to provide financial reporting and internal control audit services to the Company. UOB has audited the Company's 2023 annual financial report and issued a standard unqualified audit report. The Company does not dismiss the former accounting firm after entrusting it to carry out part of the audit work.

(2) The reason for the proposed change of accounting firm

In accordance with the relevant regulations of the Ministry of Finance, the State-owned Assets Supervision and Administration Commission of the State Council and the China Securities Regulatory Commission on the selection and appointment of accounting firms, and taking into account the company's future business development and demand for audit services, the company intends to hire Daxin as the company's 2024 annual financial report and internal control audit institution.

(3) Communication between the company and the former accounting firms

The company has fully communicated with the previous accounting firm on the change of accounting firm, and all parties have clearly informed of this matter and confirmed that there is no objection. Since the change of accounting firm still needs to be submitted to the general meeting of shareholders of the company for deliberation, the former and former accounting firms will actively communicate and cooperate in accordance with the relevant provisions of the Chinese Certified Public Accountants Auditing Standards No. 1153 - Communication between Former Certified Public Accountants and Subsequent Certified Public Accountants and relevant practice standards.

For details, please refer to the company's website on the Shanghai Stock Exchange on October 31, 2024

(www.sse.com.cn) The "Announcement of China UAV on the Proposed Change of Accounting Firm" (Announcement No. 2024-026) disclosed by China UAV.

This proposal has been held on October 29, 2024 at the 23rd meeting of the fifth board of directors of the company,

The tenth meeting of the fifth board of supervisors was deliberated and approved, and is now submitted to the general meeting of shareholders for deliberation.

Board of Directors of AVIC (Chengdu) Unmanned Aircraft Systems Co., Ltd

November 28, 2024

Motion three

Proposal on the change of supervisors of the fifth board of supervisors

Dear Shareholders and Shareholders' Representatives,

According to the Articles of Association, shareholders who individually or collectively hold more than 3% of the voting shares of the Company may nominate candidates for supervisors to be elected by the general meeting of shareholders.

Mr. Yao Minghui and Ms. Wen Fang recently submitted their resignation reports to the Board of Supervisors due to the adjustment of work arrangements, Mr. Yao Minghui resigned as a supervisor and chairman of the Board of Supervisors, and Ms. Wen Fang resigned as a supervisor of the Company and no longer held any position in the Company after her resignation. Aviation Industry Corporation of China Chengdu Aircraft Design and Research Institute intends to recommend Mr. Gao Song as a supervisor of the company, and will no longer recommend Mr. Yao Minghui as a supervisor of the company. Chengdu Industrial Investment Group Co., Ltd. intends to recommend Ms. Zeng Ying as a supervisor of the company, and will no longer recommend Ms. Wen Fang as a supervisor of the company.

It is now proposed to elect Mr. Gao Song (see the attachment for details) and Ms. Zeng Ying (see the attachment for details) as the non-employee representative supervisors of the fifth board of supervisors of the company, and the term of office will be from the date of deliberation and approval of the company's general meeting of shareholders to the date of expiration of the fifth board of supervisors of the company.

For details, please refer to the company's Shanghai Stock Exchange on October 31, 2024 and November 16, 2024 respectively

Announcement of China UAV on the Change of the Company's Non-employee Representative Supervisors (Announcement No. 2024-028) and Announcement on the Change of the Company's Non-employee Representative Supervisors (Announcement No. 2024-033) disclosed on the website of the Securities Exchange (www.sse.com.cn).

There are two sub-proposals under this proposal, and shareholders and shareholders' representatives are requested to consider and vote on each item:

3.01 Mr. Gao Song was elected as a supervisor of the fifth board of supervisors of the company

3.02 Ms. Zeng Ying was elected as a supervisor of the fifth board of supervisors of the company

This proposal has been held on October 29, 2024 and November 15, 2024 for the fifth supervisor of the company

The 10th and 11th meetings of the meeting were deliberated and approved, and are now submitted to the general meeting of shareholders for deliberation.

Board of Supervisors of AVIC (Chengdu) UAV Systems Co., Ltd

November 28, 2024

Attachment: Resume of the supervisor to be elected

Mr. Gao Song, born in 1986, Chinese nationality, no right of permanent residence abroad, graduated from Southwestern University of Finance and Economics

He majored in business administration, master's degree, master's degree in business administration, and was a senior accountant. Since August 2008, he has successively served as an auditor, deputy director of the Department of Accounting and Financial Management, and deputy director of the Department of Discipline Inspection and Audit and Law of the Chengdu Aircraft Design and Research Institute of Aviation Industry Corporation of China.

As of the disclosure date of this announcement, Mr. Gao Song did not hold any shares of the Company; There is no circumstance that prohibits him from serving as a director, supervisor or senior manager of the company as stipulated in the Company Law of the People's Republic of China; It has not been banned from the securities market by the China Securities Regulatory Commission; Not publicly recognized by the stock exchange as unsuitable to serve as a director, supervisor or senior manager of a listed company; Have not been subject to administrative penalties by the China Securities Regulatory Commission and public condemnation or criticism by the stock exchange; There is no case filed and investigated by the judicial authorities for suspected crimes or investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations; Upon inquiry, they do not belong to the "judgment defaulters" and meet the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, and so forth.

Ms. Zeng Ying, born in 1989, Chinese nationality, no right of permanent residence abroad, member of the Communist Party of China, graduated

The University of Sydney majored in finance and banking, with a master's degree and a master's degree in business. Since 2015, he has successively served as the assistant to the project manager of the sixth guarantee department of Chengdu Small Enterprise Financing Guarantee Co., Ltd., the assistant project manager of the special asset management department of Chengdu Industrial Investment Property Management Co., Ltd. (now Chengdu Industrial Capital Holding Group Co., Ltd.), the risk control director of Chengdu Industrial Investment Meiji Private Equity Fund Management Co., Ltd., and the current deputy director of the investment and development department of Chengdu Industrial Capital Holding Group Co., Ltd. (presiding over the work).

As of the disclosure date of this announcement, Ms. Zeng Ying did not hold any shares of the Company; There is no circumstance that prohibits him from serving as a director, supervisor or senior manager of the company as stipulated in the Company Law of the People's Republic of China; It has not been banned from the securities market by the China Securities Regulatory Commission; Not publicly recognized by the stock exchange as unsuitable to serve as a director, supervisor or senior manager of a listed company; Have not been subject to administrative penalties by the China Securities Regulatory Commission and public condemnation or criticism by the stock exchange; There is no case filed and investigated by the judicial authorities for suspected crimes or investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations; Upon inquiry, they do not belong to the "judgment defaulters" and meet the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, and so forth.