Stock code: 688563 Stock abbreviation: Aviation Materials Co., Ltd. Announcement No.: 2024-049

Beijing Institute of Aeronautical Materials Co., Ltd

Announcement on the progress of outbound investment and related party transactions

The board of directors and all directors of the company guarantee that there is no false record, misleading statement or material omission in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content.

I. Overview of Foreign Investment and Related Party Transactions

Based on the consideration of long-term business strategy development, in order to play the role of the aviation new materials industry platform and further expand the company's layout of advanced aluminum alloy material products, the company intends to increase the capital of Hexing Aviation Materials (Tianjin) Technology Co., Ltd. (hereinafter referred to as "Hexing Aviation Materials") with its own funds of RMB 60 million, and the original shareholders of Hexing Aviation Materials will give up the preemptive subscription right of the same proportion of capital increase. After the completion of the capital increase, the new registered capital of Hexing Aviation Materials is 4.98201803 million yuan, all of which are subscribed by the company, and the company holds the registered capital of Hexing Aviation Materials of 4.98201803 million yuan, accounting for 34.1655% of the total registered capital of Hexing Aviation Materials, and is the second largest shareholder.

Hexing Aviation Materials is an enterprise actually controlled by the controlling shareholder of the company, AECC Beijing Institute of Aeronautical Materials (hereinafter referred to as "Aviation Materials Institute"). Before the capital increase, the Aviation Materials Institute held 80% of the equity of Hexing Aviation Materials, and Tang Bin, the director of the company, served as the chairman of Hexing Aviation Materials. According to the relevant provisions of the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, CASC and Hexing CASC are related parties of the Company. This transaction constitutes a related party transaction, but does not constitute a major asset restructuring as stipulated in the Administrative Measures for the Material Asset Restructuring of Listed Companies.

The investment was deliberated and approved by the third meeting of the first special meeting of independent directors, the eighteenth meeting of the first audit committee, the twentieth meeting of the first board of directors and the seventeenth meeting of the first board of supervisors. For details, please refer to the "Announcement of Beijing Institute of Aeronautical Materials Co., Ltd. on Foreign Investment and Related Party Transactions" (Announcement No.: 2024-040) disclosed by the Company on December 12, 2024.

2. Progress of foreign investment and related party transactions

The company recently received the "Reply of China Aero Engine Group on the Capital Increase of Hexing Aviation Materials (Tianjin) Technology Co., Ltd." (Hangfa Zi [2024] No. 571), agreeing that the company will pay 60 million yuan in cash to Hexing Aviation Materials

After the completion of the capital increase, the registered capital of Hexing Aviation Materials increased from 9.6 million yuan to 14.58201803 million yuan, and the company's shareholding ratio was 34.1655%.

On December 27, 2024, the Company signed the "Capital Increase Agreement of Hexing Aviation Materials (Tianjin) Technology Co., Ltd." (hereinafter referred to as the "Capital Increase Agreement") with Hexing Aviation Materials and its shareholder, Aviation Materials Institute and China Nuclear (Tianjin) Machinery Co., Ltd. The main terms of the capital increase agreement are as follows:

(1) The subject of the contract

Party A: Hexing Aviation Materials (Tianjin) Technology Co., Ltd

Party B: AECC Beijing Institute of Aeronautical Materials

Party C: CNNC (Tianjin) Machinery Co., Ltd

Ding Fang: Beijing Institute of Aeronautical Materials Co., Ltd

(ii) The amount of investment

Party A increased its capital and shares, increasing the registered capital of the company from RMB 9.6 million (capitalization: Jiubai Lu Shi Wan Yuan) to RMB 14.58201803 million (capitalization: 壹仟彰武拾捌万軟000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000 Included in the registered capital of RMB 4,982,018,030 yuan (capitalized: 彰玖拾捌万軰仟零捌元0卌三分), accounting for 34.1655% of Party A's registered capital after the capital increase; Included in the company's capital reserve of 55,017,981,970 yuan (capitalization: Wu Qian Wu Bai Zero 10,000 Qi 10 thousand Qi Qi 1 Yuan Jiu Jiao Qi Fen).

2. Before this capital increase, Party A's equity structure is:

Serial No. Name Capital contribution (10,000 yuan) Shareholding ratio (%)

1 AECC Beijing Institute of Aeronautical Materials 768 80

Research Institute

2 CNNC (Tianjin) Machinery Co., Ltd. 192 20

manage

Total 960 100

After the completion of the capital increase and share expansion, Party A's equity structure is:

Serial No. Name Capital contribution (10,000 yuan) Shareholding ratio (%)

1 AECC Beijing Institute of Aeronautical Materials, 768, 52.6676

Research Institute

2 CNNC (Tianjin) Machinery Co., Ltd. 192 13.1669

manage

Serial No. Name Capital contribution (10,000 yuan) Shareholding ratio (%)

3 Beijing Institute of Aeronautical Materials Co., Ltd. 498.201803 34.1655

Ltd

Total 1,458.201803 100

(iii) The price of the capital increase

The parties agree that the capital increase price of Party A is based on 115.6158 million yuan (not less than the appraised value of state-owned assets on record), and the capital increase price is 12.0433125 yuan/registered capital.

(iv) Payment of the price of the capital increase

Within 10 working days from the date of the effective date of the capital increase agreement and the articles of association of Hexing Aviation Materials, the monetary capital increase price will be paid in a lump sum to the designated account of Hexing Aviation Materials.

(5) Taxes and fees for capital increase and share expansion

The relevant taxes involved in the capital increase and share expansion shall be borne and paid in accordance with the relevant laws and regulations of the state.

The relevant expenses involved in the capital increase and share expansion shall be borne according to the regulations; If there are no provisions, the parties shall bear their own responsibility.

(vi) Distribution of profits after capital increase

After the capital increase, the company obtained the remaining distributable profits after making up for the losses and withdrawing the provident fund according to the shareholding ratio of 34.1655%.

(7) Arrangements for the corporate governance structure after the capital increase

After the capital increase, the board of directors was formed, which consisted of 5 directors. Among them, 3 were appointed by the Aviation Materials Institute, 1 was appointed by China Nuclear (Tianjin) Machinery Co., Ltd., and 1 was appointed by the company. The chairman of the board of directors shall be appointed by the Aviation Materials Institute after fulfilling the procedures stipulated in the articles of association. There are no supervisors, and their responsibilities are assumed by the Audit and Risk Committee of the Board of Directors and the internal audit institution. The senior management team of Hexing Aviation Materials remains unchanged.

(8) The effective conditions and effective time of the capital increase agreement

The capital increase agreement shall take effect from the date of signature and seal of all parties.

(9) Liability for breach of contract

1. In case of breach of contract, either party must bear the liability for breach of contract.

2. Other forms of compensation may also be agreed upon upon by the parties to this agreement.

3. If any dispute arises between Party A, Party B, Party C and Party D during the performance of this Agreement, Party A may resolve it through negotiation. If the negotiation fails, a lawsuit may be filed with the people's court with jurisdiction in accordance with law.

3. Follow-up arrangements

The company will actively promote the handling of subsequent industrial and commercial change registration with all relevant parties, and fulfill the information disclosure obligation in a timely manner in accordance with the requirements of relevant laws and regulations. Please pay attention to the investment risks.

The announcement is hereby made.

Board of Directors of Beijing Institute of Aeronautical Materials Co., Ltd

December 31, 2024