Computer And Technologies Holdings Limited — AGM Information 2005

Jul 27, 2005

HONG KONG 1

CHINA AEROSPACE INTERNATIONAL HOLDINGS LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 31)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of China Aerospace International Holdings Limited (the "Company") will be held at 17th Floor, China Aerospace Centre, 143 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong at 11:00 a.m. on Thursday, 25 August 2005 (or any adjournment thereof), for the purpose of considering and, if thought fit, passing the resolutions set out as follows:

SPECIAL RESOLUTION

1. "THAT:

(a) (1) The capital of the Company of HK$10,000,000,000 divided into 10,000,000,000 shares of HK$1.00 each be reduced to HK$1,000,000,000 divided into 10,000,000,000 shares of HK$0.10 each and that such reduction be effected by canceling paid up capital to the extent of HK$0.90 upon each of the shares in issue and by reducing the nominal amount of all the issued and unissued shares in the capital of the Company from HK$1.00 to HK$0.10 per share; and

(2) the credit arising from the cancellation of the paid up capital of the Company be set off, to the extent permitted by the High Court of Hong Kong, against the accumulated losses of the Company and any remaining balance be credited to a special capital reserve account of the Company the application of which will be subject to such conditions as may be imposed by the High Court of Hong Kong.

(b) Upon the reduction of capital referred to in paragraph (a) taking effect, the share premium account of the Company be cancelled and that the credit arising out of the cancellation be set off, to the extent permitted by the High Court of Hong Kong, against the accumulated losses of the Company and any remaining balance be credited to a special capital reserve account of the Company the application of which will be subject to such conditions as may be imposed by the High Court of Hong Kong.

(c) The directors of the Company be authorised generally to do all things appropriate to effect and implement any of the foregoing."

ORDINARY RESOLUTION

1. "THAT subject to and forthwith upon the reduction of capital and the cancellation of share premium (as set out in Resolution 1) taking effect, the authorised capital of the Company be increased to HK$10,000,000,000 by the creation of an additional 90,000,000,000 shares of HK$0.10 each."

By order of the Board

Ken Chan

Company Secretary

Hong Kong, 28 July 2005

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Notes:

1. Any member entitled to attend and vote at the meeting convened by this notice is entitled to appoint a proxy (or proxies) to attend and vote in his stead. A proxy need not be a member of the Company.

2. The proxy form shall be signed under the hand of the member of the Company or his attorney duly authorised in writing. If the member of the Company is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

3. To be valid, a form of proxy, together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power or authority must be deposited at the share registrar of the Company, Standard Registrars Limited, at Ground Floor, BEA Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting.

4. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the meeting or any adjourned meeting thereof. In that event, such form of proxy will be deemed to be revoked.

5. In the case of joint holders of a share, any one of such holders may vote at the meeting either in person or by proxy in respect of such share, but if more than one of such joint holders is present at the meeting personally or by proxy, the holder whose name stands first on the register of member of the Company of such share shall alone be entitled to vote.

As of the date of this announcement, the Board of Directors of the Company comprises: Mr. Zhao Liqiang, Mr. Zhou Qingquan, Mr. Zhao Yuanchang, Mr. Wu Hongju and Mr. Guo Xianpeng as executive directors, Mr. Rui Xiaowu (Chairman), Mr. Gong Bo, Mr. Chen Dingyi, Ms. Chan Ching Har, Eliza and Mr. Wang Yujun as non-executive directors, Mr. Lee Hung Sang, Mr. Chow Chan Lum, Charles and Mr. Luo Zhenbang as independent non-executive directors.

"Please also refer to the published version of this announcement in China Daily"