Target company: KHD Humboldt Wedag International AG; Bidder: AVIC International Engineering Holdings Pte. Ltd. Dissemination of an announcement according to the German Securities Acquisition and Takeover Act (WpÜG), transmitted by DGAP - a company of EQS Group AG. The bidder is solely responsible for the content of this announcement. --------------------------------------------------------------------------- [Non-binding convenience translation] Voluntary Takeover Offer ISIN: DE0006578008 / WKN: 657800 Target: KHD Humboldt Wedag International AG; Bidders: AVIC International Engineering Holdings Pte. Ltd., Europe Project Management Pte. Ltd., Europe Technology Investment Pte. Ltd., Europe Engineering Holdings Pte. Ltd. Notice under the Securities Acquisition and Takeover Act (WpÜG) submitted by DGAP, a company of EquityStory AG. The Bidders are responsible for the content of the notice. -------------------------------------------------------------------------- ------------------------------------ Publication of the decision to make a takeover offer, pursuant to Section 10 para. 1, 3, Sections 29 para. 1, 34 of the Securities Acquisition and Takeover Act (WpÜG) Bidders: AVIC International Engineering Holdings Pte. Ltd. 10 Collyer Quay #27-00 Ocean Financial Centre Singapore (049315) and Europe Project Management Pte. Ltd. 10 Collyer Quay #27-00 Ocean Financial Centre Singapore (049315) and Europe Technology Investment Pte. Ltd. 10 Collyer Quay #27-00 Ocean Financial Centre Singapore (049315) and Europe Engineering Holdings Pte. Ltd. 10 Collyer Quay #27-00 Ocean Financial Centre Singapore (049315) Target: KHD Humboldt Wedag International AG Colonia-Allee 3 51067 Cologne Germany The specific terms and conditions of the takeover offer will be communicated in the offer document. The offer document and other information relating to the offer will be published on the internet under: http://www.avicgo1.de The offer document will also be published in the Federal Gazette by way of a notice (Hinweisbekanntmachung). AVIC International Engineering Holdings Pte. Ltd. ('AVIC Engineering'), Europe Project Management Pte. Ltd. ('Europe Project Managment'), Europe Technology Investment Pte. Ltd. ('Europe Technology') and Europe Engineering Holdings Pte. Ltd. ('Europe Engineering') (AVIC Engineering, Europe Project Management, Europe Technology and Europe Engineering together the 'Bidders') have decided today to make a joint offer to the shareholders of KHD Humboldt Wedag International AG to acquire their no-par value ordinary bearer shares in KHD Humboldt Wedag International AG with a notional share in the share capital of EUR 1.00 (ISIN: DE0006578008 / WKN: 657800) (the 'KHD Shares') by way of a voluntary public takeover offer (the 'Takeover Offer') against payment of a cash consideration. The Takeover Offer will be subject to the following conditions precedent (the 'Offer Conditions'): (i) obtaining merger/cartel clearance under the laws of Turkey, (ii) obtaining a certificate of non-objection (Unbedenklichkeitsbescheinigung) from or clearance by the German Federal Ministry of Economics and Technology pursuant to the German Foreign Trade and Payments Regulation (Außenwirtschaftsverordnung - 'AWV'), and (iii) obtaining an approval from the shareholders of AVIC International Holdings Limited, Hong Kong. The Takeover Offer will not be subject to a minimum acceptance condition. The Takeover Offer will be a cash offer at an offer price of EUR 6.45 per KHD Share. The Bidders currently do not hold any KHD Shares. AVIC Engineering is an indirect subsidiary of Aviation Industry Corporation of China, Beijing, China ('AVIC'). AVIC currently indirectly holds 20 % of the KHD Shares through its indirect subsidiary Max Glory Industries Limited, Hong Kong. AVIC Engineering entered into share purchase agreements with certain shareholders of KHD Humboldt Wedag International AG relating to the acquisition of approx. 19 % of KHD Shares by AVIC Engineering. The transfer of those shares to AVIC Engineering is subject to the same conditions precedent as the Takeover Offer. AVIC is a Chinese state-owned aerospace and defence company ranking 212 amongst the Fortune Global 500 firms. Its business units cover, amongst others, defence and transport aircrafts, engine, helicopter, avionics and systems, general aviation, aviation research, flight test, trade, transportation and logistics, assets management, financial services, engineering planning and construction and engineering, procurement and construction projects, automobile, and shipping. Furthermore, the AVIC Group is engaged in air-conditioning equipment, general electronics, recycling, alternative energy, aircraft rental service, medical care, construction, real estate development, shopping malls and other sectors of the service industry. According to the audited PRC GAAP financial statements for the financial year ended on 31 December 2012, AVIC achieved consolidated revenues of approx. RMB 300.6 billion (approx. EUR 36.1 billion) in the financial year 2012. Each of Europe Project Management, Europe Technology and Europe Engineering is a fully owned subsidiary of a respective holding company incorporated under the laws of the British Virgin Islands. The sole shareholder of all three British Virgin Island holding companies is Mr Yap Lian Seng, a Singapore resident. To date, Europe Project Management, Europe Technology and Europe Engineering do not conduct any material activities other than those incident to the preparation of the Takeover Offer, securing financing of the Takeover Offer and holding and managing their own assets. The Bidders entered into a cooperation and voting agreement under which they agree to jointly launch the Takeover Offer and coordinate their behaviour in respect of the exercise of the voting rights in KHD Shares after completion of the Takeover Offer. This notice is not an offer to buy or the solicitation of an offer to sell KHD Shares or other securities. The final terms and conditions of the intended offer will be published in the offer document following the approval by the Federal Financial Supervisory Authority (BaFin). Investors and holders of KHD Shares are strongly recommended to read the relevant documents relating to the takeover offer, once they have been published by the Bidders, since they will contain important information. Investors and holders of KHD Shares can access these documents, once they have been published, on the website http://www.avicgo1.de. When the offer document has been published, it will also be available free of charge at a location, which is still to be determined, and be sent free of charge to investors and holders of KHD Shares upon request. Singapore, 11 October 2013 AVIC International Engineering Holdings Pte. Ltd. Europe Project Management Pte. Ltd. Europe Technology Investment Pte. Ltd. Europe Engineering Holdings Pte. Ltd. End of the Notice under the Securities Acquisition and Takeover Act -------------------------------------------------------------------------- ------------------------------------ Listed: Target: Regulated Market of the Frankfurt Stock Exchange (General Standard) End of WpÜG announcement 11.10.2013DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Listed: Regulierter Markt Frankfurt (General Standard); Freiverkehr Berlin, Düsseldorf, Stuttgart