Computer And Technologies Holdings Limited — Capital/Financing Update 2005

Dec 23, 2005

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CHINA AEROSPACE INTERNATIONAL HOLDINGS LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 31)

DISCLOSURE PURSUANT TO RULE 13.09 OF THE LISTING RULES

The Board announced that on 21 December 2005, a Supplemental Debt Restructuring Deed was entered into between Bank of China (Hong Kong) Limited as the lender, CASIL Clearing Limited and CASIL Properties Limited as the borrowers and the Company as the guarantor to amend and revise the terms of the Original Debt Restructuring Deed. Reference is made to the Company’s announcement dated 9 December 2004 which had disclosed the material terms of the Original Restructuring Deed.

Pursuant to the terms of the Supplemental Debt Restructuring Deed, the Lender agreed to irrevocably waive the debt of HK$176,024,320.95, being the difference between the Original Previous Debt totaling HK$642,280,420.89 and HK$466,256,102.94 (being the Original Restructured Loan of HK$435,192,987.48 plus interest of HK$31,063,115.46 calculated up to 16 January 2004). The Revised Previous Debt owed to the Lender under the Supplemental Debt Restructuring Deed will be revised to HK$466,256,102.94. The Company and the Borrowers agreed to repay to the Lender the Revised Restructured Loan of HK$466,256,102.94 and interest thereon. The payment schedule of the Revised Restructured Loan is revised pursuant to the Supplemental Debt Restructuring Deed.

As at the date of this announcement, the Company and the Borrowers have already repaid HK$259,291,488.97 to the Lender out of the Revised Restructured Loan of HK$466,256,102.94.

The signing of the Supplemental Debt Restructuring Deed constitutes price sensitive information relating to the Company and is disclosed under Rule 13.09 of the Listing Rules.

On 21 December 2005, Bank of China (Hong Kong) Limited, the Company, CASIL Clearing Limited and CASIL Properties Limited, both wholly-owned subsidiaries of the Company, entered into the Supplemental Debt Restructuring Deed to amend and revise the terms of the Original Debt Restructuring Deed.

Pursuant to the terms of the Supplemental Debt Restructuring Deed, the Lender agreed to irrevocably waive the debt of HK$176,024,320.95, being the difference between the Original Previous Debt of HK$642,280,420.89 and HK$466,256,102.94 (being the Original Restructured Loan of HK$435,192,987.48 plus interest of HK$31,063,115.46 calculated as at 16 January 2004).

The Revised Previous Debt owed to the Lender under the Supplemental Debt Restructuring Deed will be revised to HK$466,256,102.94. The Company and the Borrowers agreed to repay to the Lender the Revised Restructured Loan of HK$466,256,102.94 and interest thereon.

In accordance with the Original Debt Restructuring Deed, the Company and the Borrowers would start to repay the remaining sum of the Revised Restructured Loan in 10 installments on the same calendar day 18 months from the date of the Original Debt Restructuring Deed. The payment schedule of the Revised Restructured Loan under the Supplemental Debt Restructuring Deed will be revised as follows:

• (1) the Company and the Borrowers will repay HK$60,000,000 to the Lender on 21 December 2005; and

• (2) the Company and the Borrowers will repay the remaining of the Revised Restructured Loan in 10 batches every 6 months, commencing from 7 June 2006.

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The Company and the Borrowers will use internal resources to repay the remaining of the Revised Restructured Loan.

In consideration of, inter alia , the Lender agreeing the waiver of the debt of HK$176,024,320.95 irrevocably, the Company shall enter into 2 Deeds of Indemnity, Charge Over Deposit(s) and Set-Off in favour of the Lender to charge 2 deposits in the sum of HK$70,000,000 and US$5,200,000 (approximately HK$40,456,000) respectively as assurance of the repayment obligation by the Company and the Borrowers to the Lender. Upon full repayment of the Revised Restructured Loan, the Lender will release the above charged sum to the Company.

As at the date of this announcement, the Company and the Borrowers have repaid the sum of HK$259,291,488.97 out of the Revised Restructured Loan in the following manner:

• (1) HK$1,240,906.97 had been repaid on 7 December 2004 out of the Company’s internal resources;

• (2) CASIL Properties Limited had disposed the Charged Property and Sure Full Investments Limited, a wholly-owned subsidiary of the Company, had disposed the Sure Full Properties. The sale and purchase of the Charged Property and the Sure Full Properties had been completed in March 2005 and September 2005 respectively and the sale proceeds thereof had been repaid to the Lender in accordance with the terms of the Original Debt Restructuring Deed. The terms of the disposal of the Charged Property had been disclosed in the Company’s announcement dated 10 November 2004 and the circular dated 30 November 2004; and

• (3) HK$60,000,000 had been repaid on 21 December 2005 pursuant to the Supplemental Debt Restructuring Deed out of the Company’s internal resources.

As at the date of this announcement, the Company and the Borrowers had, pursuant to the Original Debt Restructuring Deed, fulfilled their repayment obligations (i), (ii) and (iii) stated in the Company’s announcement dated 9 December 2004.

Due to early repayment of the Revised Restructured Loan, the amount of interest payable on the Revised Restructured Loan will be further reduced. The Directors (including an Independent Non-executive Director) believe that it is in the interest of the Company to enter into the Supplemental Debt Restructuring Deed. The Directors also believe that the financial position of the Company will be further improved and is for benefit of the shareholders of the Company.

In this announcement, the following expressions have the following meanings, unless the context requires otherwise.

DEFINITIONS

“Board” means the Board of Directors of the Company for the time being; “Borrowers” means CASIL Clearing Limited and CASIL Properties Limited;

“Charged Property”

means all those Units 1-8, 21st Floor, Greenfield Tower and Units 9-17, 21st Floor, Seapower Tower and Car Parking Spaces Nos. LB 015, 016, 017, 047 and 048 on the Lower Basement of Private Garage, Concordia Plaza, 1 Science Museum Road, Tsim Sha Tsui, Hong Kong;

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“Company” means China Aerospace International Holdings Limited, a company incorporated under the laws of Hong Kong with limited liability; “Deeds of Indemnity, Charge over means (1) the deed of indemnity, charge over deposit(s) and Deposit(s) and Set-off” set-off executed by the Company dated 21 December 2005 whereby the Company charged a sum of HK$70,000,000 in favour of the Lender; and (2) the deed of indemnity, charge over deposit(s) and set-off executed by the Company dated 21 December 2005 whereby the Company charged a sum of US$5,200,000 in favour of the Lender;

• “Directors” means the directors of the Company for the time being;

• “Guarantor” means the Company; “HK$” means Hong Kong Dollars, the lawful currency of Hong Kong;

• “Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China;

• “Lender” means Bank of China (Hong Kong) Limited;

• “Listing Rules” means the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;

• “Original Debt Restructuring Deed” means the Debt Restructuring Deed dated 7 December 2004 entered into between the Lender, the Borrowers and the Company as Guarantor;

• “Original Previous Debt” means the aggregate debt owed by the Borrowers to the Lender prior to the date of the Original Restructuring Deed totaling HK$642,280,420.89 as at 16 January 2004;

• “Original Restructured Loan” means the aggregate loan which was paid by the Company and the Borrowers jointly together with interest calculated up to 16 January 2004 pursuant to the terms and conditions of the Original Debt Restructuring Deed totaling HK$435,192,987.48;

• “Revised Previous Debt” means the aggregate debt owed to the Lender under the Supplemental Debt Restructuring Deed totaling HK$466,256,102.94 as at 16 January 2004;

• “Revised Restructured Loan” means the aggregate loan which will be paid by the Company and the Borrowers jointly together with interest calculated up to 16 January 2004 pursuant to the terms and conditions of the Supplemental Debt Restructuring Deed totaling HK$466,256,102.94;

• “Sure Full Properties” means the properties previously owned by Sure Full which had been disposed pursuant to the Original Debt Restructuring Deed; and

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“US$”

means United States Dollars, the lawful currency of the United States of America.

By order of the Board Zhao Liqiang Executive Director

Hong Kong, 22 December 2005

As at the date of this announcement, the Board comprises:

Executive Directors Non-Executive Directors Mr Zhao Liqiang Mr Rui Xiaowu (Chairman) Mr Zhou Qingquan Mr Gong Bo Mr Zhao Yuanchang Mr Chen Dingyi Mr Wu Hongju Ms Chan Ching Har, Eliza Mr Guo Xianpeng Mr Wang Yujun

Independent Non-Executive Directors

Mr Lee Hung Sang Mr Chow Chan Lum, Charles Mr Luo Zhenbang

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

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