CON AERO TECH (Continental Aerospace Technologies Holding Limited) has agreed to sell 100% of its subsidiary Motto Investment Limited, which owns the group’s general aviation piston-engine business, to MOBILE ACQUISITIONCO, LLC for US$535.42 million.
The disposal consideration will be settled in two tranches: an upfront US$50 million already placed in escrow and a US$485.42 million closing payment, subject to deductions for notified leakage, an estimated Paycheck Protection Program settlement of at least US$12 million (or a US$15 million holdback if unpaid) and up to US$7 million in withholding tax. Net proceeds are expected to range between US$505 million and US$518.42 million.
The board proposes distributing the entire net proceeds as a Special Dividend on Disposal. Based on 9.30 billion issued shares, the cash payout is estimated at HK$0.4238–HK$0.4350 per share (HK$3.94–4.05 billion). Payment will be made within seven business days after completion.
To create sufficient distributable reserves, the company seeks shareholder approval for a Capital Reorganisation that will: • reduce the par value of each share from HK$0.10 to HK$0.005; • cancel all unissued share capital and increase authorised capital to HK$50 million (10 billion new shares of HK$0.005 each); and • transfer the resulting credits to contributed surplus, enabling dividend distribution.
Following completion and dividend distribution, CON AERO TECH plans to withdraw its listing from the Hong Kong Stock Exchange. A voluntary winding-up will commence after settling the Special Dividend, a separate HK$68.02 million Cash Dividend arising from the sale of the company’s Hong Kong office property, and all remaining liabilities.
Key dates include: • Latest time to lodge share transfers for SGM attendance: 4:30 p.m. on 15 September 2026 • SGM: 11:00 a.m. on 21 September 2026 at the Regal Hongkong Hotel, Hong Kong • Last trading day of shares: 22 September 2026 • Record date for Special and Property Dividends: 28 September 2026 • Expected closing of the disposal and effectiveness of the capital reorganisation: 30 September 2026
The disposal, special dividend, capital reorganisation and delisting require approval from independent shareholders representing at least 75% of votes cast, with dissent not exceeding 10% of votes held by disinterested shareholders. The Property Disposal is treated as a connected transaction and special deal requiring separate approval by shareholders other than AVIC Innovation (HK) Group and its associates.
If approvals are obtained, CON AERO TECH will distribute the cash proceeds, delist in mid-October 2026, and proceed to an eventual winding-up.
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