Eternity Technology : FOR AND ON BEHALF OF HONG KONG AEROSPACE TECHNOLOGY GROUP LIMITED TO ACQUIRE ALL THE ISSUED SHARES OF ETERNITY TECHNOLOGY HOLDINGS LIMITED (OTHER THAN THOSE ALREADY OWNED AND/OR AGREED TO BE ACQUIRED BY THE OFFEROR AND/OR PARTIES ACTING IN CONCERT WITH IT)

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of the Offer, this Composite Document and/or the accompanying Form of Acceptance or the action to be taken, you should consult a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Eternity Technology Holdings Limited, you should at once hand this Composite Document and the accompanying Form of Acceptance to the purchaser(s) or transferee(s) or to the bank or licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

This Composite Document should be read in conjunction with the accompanying Form of Acceptance, the contents of which form part of the terms of the Offer contained herein.

The Stock Exchange of Hong Kong Limited and Hong Kong Exchanges and Clearing Limited take no responsibility for the contents of this Composite Document and the accompanying Form of Acceptance, make no representation as to their 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 Composite Document and the accompanying Form of Acceptance.

Hong Kong Aerospace Technology	Eternity Technology Holdings Limited
Group Limited	恒 達 科 技 控 股 有 限 公 司

香 港 航 天 科 技 集 團 有 限 公 司	(Incorporated in the Cayman Islands with limited liability)
(Incorporated in Hong Kong with limited liability)	(Stock Code: 1725)

COMPOSITE OFFER AND RESPONSE DOCUMENT IN RELATION TO

MANDATORY UNCONDITIONAL CASH OFFER BY

FOR AND ON BEHALF OF

HONG KONG AEROSPACE TECHNOLOGY GROUP LIMITED

TO ACQUIRE ALL THE ISSUED SHARES OF

ETERNITY TECHNOLOGY HOLDINGS LIMITED

(OTHER THAN THOSE ALREADY OWNED AND/OR AGREED

TO BE ACQUIRED BY THE OFFEROR AND/OR

PARTIES ACTING IN CONCERT WITH IT)

Financial adviser to the Offeror

Financial adviser to the Company

Independent financial adviser to the Independent Board Committee

INCU Corporate Finance Limited

Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed "Definitions" in this Composite Document.

A letter from Kingston Securities containing, among other things, details of the terms of the Offer is set out on pages 10 to 21 of this Composite Document.

A letter from the Board is set out on pages 22 to 29 of this Composite Document.

A letter from the Independent Board Committee containing its recommendation to the Independent Shareholders in relation to the Offer is set out on pages 30 to 31 of this Composite Document.

A letter from the Independent Financial Adviser containing its advice in respect of the Offer and the recommendation to the Independent Board Committee is set out on pages 32 to 54 of this Composite Document.

The procedures for acceptance and settlement of the Offer and other related information are set out in Appendix I to this Composite Document and in the accompanying Form of Acceptance. Acceptance of the Offer should be received by the Registrar by no later than 4:00 p.m. on Thursday, 3 June 2021 or such later time and/or date as the Offeror may determine and announce with the consent of the Executive, in accordance with the requirements under the Takeovers Code.

Persons including, without limitation, custodians, nominees and trustees, who would, or otherwise intend to, forward this Composite Document and/ or the accompanying Form of Acceptance to any jurisdiction outside Hong Kong, should read the details in this regard which are contained in the sections headed "Important notice" and "Letter from Kingston Securities - Overseas Shareholders" in this Composite Document before taking any action. It is the responsibility of each Overseas Shareholder wishing to accept the Offer to satisfy himself/herself/itself as to the full observance of the laws and regulations of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents and any registration or filing which may be required and the compliance with all necessary formalities, regulatory and/or legal requirements and the payment of any transfer or other taxes or other required payments due in respect of such jurisdictions. Overseas Shareholders are advised to seek professional advice on deciding whether or not to accept the Offer.

This Composite Document will remain on the websites of the Stock Exchange at http://www.hkexnews.hk and the Company at http://www.szeternity.com as long as the Offer remains open.

13 May 2021

	CONTENTS
		Page
EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
IMPORTANT NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
DEFINITIONS . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
LETTER FROM KINGSTON SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . . . . .	30
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . . . . . . . . .	32
APPENDIX I - FURTHER TERMS AND PROCEDURES FOR
	ACCEPTANCE OF THE OFFER . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
APPENDIX II -	FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . . . . . .	II-1
APPENDIX III -	GENERAL INFORMATION OF THE OFFEROR . . . . . . . . . . . . . .	III-1
APPENDIX IV -	GENERAL INFORMATION OF THE GROUP . . . . . . . . . . . . . . . .	IV-1
ACCOMPANYING DOCUMENT - FORM OF ACCEPTANCE

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EXPECTED TIMETABLE

The expected timetable set out below is indicative only and may be subject to change. Further announcement(s) will be jointly made by the Offeror and the Company in the event of any changes to the timetable as and when appropriate. Unless otherwise specified, all time and date references contained in this Composite Document refer to Hong Kong time and dates.

2021

Despatch date of this Composite Document and the Form of

Acceptance and commencement date of the Offer (Note 1) . . . . . . . . . . . . . . Thursday, 13 May

Offer opens for acceptance (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 13 May

Latest time and date for acceptance of the Offer (Notes 2, 4 and 6) . . . . . . . . . . . by 4:00 p.m. on Thursday, 3 June

Closing Date (Notes 2, 4 and 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 3 June

Announcement of the results of the Offer as at the Closing Date (or its extension or revision, if any) to be posted on the Stock

Exchange's website (Notes 2 and 4) . . . . . . . . . . . . . . . . . . . . . . . . not later than 7:00 p.m. on Thursday, 3 June

Latest date for posting of remittances for the amounts due in respect of valid acceptances received under the Offer

(Notes 5 and 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 15 June

Notes:

1. The Offer, which is unconditional in all respects, is made on the date of this Composite Document, and is capable of acceptance on and from that date until 4:00 p.m. on the Closing Date. Acceptance of the Offer shall be irrevocable and shall not be capable of being withdrawn, except in the circumstances set out in the paragraph headed "6. Right of withdrawal" in Appendix I to this Composite Document.
2. In accordance with the Takeovers Code, the Offer must initially be opened for acceptance for at least 21 days following the date on which this Composite Document is posted. The Offer will be closed on the Closing Date. The latest time and date for acceptance is at 4:00 p.m. on Thursday, 3 June 2021 unless the Offeror revises or extends the Offer in accordance with the Takeovers Code.
3. The Independent Shareholders are required to submit the duly completed and signed Form of Acceptance to the Registrar on or before 4:00 p.m. on Thursday, 3 June 2021, being the Closing Date, in order to accept the Offer.
4. In accordance with the Takeovers Code, an announcement will be published on the website of the Stock Exchange by 7:00 p.m. on the Closing Date stating whether the Offer has been extended, revised or expired. In the event that the Offeror decides to extend the Offer and the announcement does not specify the next closing date, at least 14 days' notice by way of an announcement will be given before the Offer is closed to those Independent Shareholders who have not accepted the Offer.

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EXPECTED TIMETABLE

1. Remittances in respect of the cash consideration (after deducting the seller's ad valorem stamp duty) payable in respect of acceptance of the Offer will be despatched to the accepting Independent Shareholder(s) by ordinary post at their own risk as soon as possible, but in any event within seven (7) Business Days following the date of receipt by the Registrar of the duly completed Form of Acceptance and all requisite documents to render the acceptance under the Offer complete and valid in accordance with the Takeovers Code.
2. If there is a tropical cyclone warning signal number 8 or above, a black rainstorm warning or "Extreme Conditions":
3. 1. in force in Hong Kong at any local time before 12:00 noon but no longer in force after 12:00 noon on the latest date for acceptance of the Offer and the latest date for posting of remittances for the amounts due under the Offer in respect of valid acceptances, the latest time for acceptance of the Offer and the posting of remittances will remain at 4:00 p.m. on the same Business Day, i.e. the Closing Date; or
   2. in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on the latest date for acceptance of the Offer or the latest date for posting of remittances for the amounts due under the Offer in respect of valid acceptances, as the case may be, will be rescheduled to 4:00 p.m. on the following Business Day which does not have either of those warnings in force or Extreme Conditions at any time between 9:00 a.m. and 4:00 p.m. or such other day as the Executive may approve in accordance with the Takeovers Code.

All times and dates in this Composite Document and the Form of Acceptance shall refer to Hong Kong times and dates. Save as mentioned above, if the latest time for acceptance of the Offer and the posting of remittances do not take effect on the date and time as stated above, the other dates mentioned above may be affected. The Offeror and the Company will jointly notify the Shareholders by way of announcement(s) on any change to the expected timetable as soon as practicable.

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IMPORTANT NOTICE

NOTICE TO OVERSEAS SHAREHOLDERS

The making of the Offer to persons with a registered address in jurisdictions outside Hong Kong may be prohibited or affected by the laws or regulations of the relevant jurisdictions. Overseas Shareholders should inform themselves about and observe any applicable legal and regulatory requirements and, where necessary, seek independent legal advice. It is the responsibility of any such person who wishes to accept the Offer to satisfy himself/herself/itself as to the full observance of the laws and regulations of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents and any registration or filing which may be required or the compliance with other necessary formalities or legal requirements and the payment of any transfer or other taxes or other required payments due in respect and regulatory of such jurisdiction.

The Offeror and parties acting in concert with it, the Company, the Registrar, Kingston Securities, Kingston Corporate Finance, Octal Capital Limited, the Independent Financial Adviser and their respective ultimate beneficial owners, directors, officers, agents, professional advisers and associates and any other persons involved in the Offer shall be entitled to be fully indemnified and held harmless by such person for any taxes as such person may be required to pay. Please see the section headed "Letter from Kingston Securities - Overseas Shareholders" and the paragraph headed "7. Overseas Shareholders" in Appendix I to this Composite Document for further details.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Composite Document contains forward-looking statements, which may be identified by words such as "believe", "expect", "anticipate", "intend", "plan", "seek", "estimate", "will", "would" or words of similar meaning, that involve risks and uncertainties, as well as assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. The forward-looking statements included herein are made only as at the Latest Practicable Date. The Offeror and the Company assume no obligation to correct or update the forward-looking statements or opinions contained in this Composite Document, except as required pursuant to applicable laws or regulations, including but not limited to the Listing Rules and/or the Takeovers Code.

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