Computer And Technologies Holdings Limited — Capital/Financing Update 2013

Apr 26, 2013

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its 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 announcement.

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CHINA AEROSPACE INTERNATIONAL HOLDINGS LIMITED 中國航天國際控股有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 31)

ANNOUNCEMENT

CONNECTED TRANSACTION GUARANTEE IN FAVOUR OF A CONNECTED PERSON IN RESPECT OF A LOAN FROM A CONNECTED PERSON

Reference is made to the announcement of the Company dated 4 May 2012. On 4 May 2012, Shenzhen Rayitek, an indirect 55%-owned subsidiary of the Company, entered into the 2012 Loan Agreement with Aerospace Finance, a connected person of the Company, pursuant to which Aerospace Finance provided an one-year loan in the sum of RMB60 million to Shenzhen Rayitek. Shenzhen Rayitek had repaid the principal and paid all interests accrued thereon.

On 26 April 2013, Shenzhen Rayitek entered into the Loan Agreement with Aerospace Finance again, pursuant to which Aerospace Finance shall continue to provide an one-year loan in the sum of RMB60 million to Shenzhen Rayitek. Shenzhen Rayitek will charge its land and buildings, and equipment and facilities in favour of Aerospace Finance as security for the Loan. In addition, New Century, a wholly-owned subsidiary of the Company and the holding company of Shenzhen Rayitek, will provide the Guarantee in respect of all amounts outstanding under the Loan Agreement in favour of Aerospace Finance.

LISTING RULES IMPLICATIONS

As at the date of this Announcement, Aerospace Finance is a wholly-owned subsidiary of CASC, which in turn is the controlling shareholder of the Company and holds approximately 39.06% of the issued share capital of the Company. Therefore, Aerospace Finance is a connected person of the Company and accordingly, the transactions contemplated under the Loan Agreement and the Guarantee constitute connected transactions of the Company under Chapter 14A of the Listing Rules.

As the financial assistance, in terms of the Guarantee provided, is not in proportion to New Century’s interest in Shenzhen Rayitek but are on normal commercial terms and each of the applicable percentage ratios represented by the amount of the Loan is less than 5% as determined in accordance with Rule 14.07 of the Listing Rules, the transactions contemplated under the Guarantee will be subject to the reporting and announcement requirements but are exempt from independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.

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Reference is made to the announcement of the Company dated 4 May 2012. On 4 May 2012, Shenzhen Rayitek, an indirect 55%-owned subsidiary of the Company, entered into the 2012 Loan Agreement with Aerospace Finance, a connected person of the Company, pursuant to which Aerospace Finance provided an one-year loan in the sum of RMB60 million to Shenzhen Rayitek. Shenzhen Rayitek had repaid the principal and paid all interests accrued thereon.

The Board of Directors announces that Shenzhen Rayitek entered into the Loan Agreement with Aerospace Finance on 26 April 2013, pursuant to which Aerospace Finance shall continue to provide an one-year loan in the sum of RMB60 million to Shenzhen Rayitek. Shenzhen Rayitek will charge its land and buildings, and equipment and facilities in favour of Aerospace Finance as security for the Loan. In addition, New Century, a wholly-owned subsidiary of the Company and the holding company of Shenzhen Rayitek, will provide the Guarantee in respect of all amounts outstanding under the Loan Agreement in favour of Aerospace Finance.

A summary of the principal terms of the Loan Agreement and the Guarantee is set out below.

LOAN AGREEMENT

Date: 26 April 2013 Borrower: Shenzhen Rayitek Lender: Aerospace Finance Loan amount: RMB60 million in one lump sum Term of the One year from 26 April 2013 to 25 April 2014, the actual date of drawdown Loan: shall be the date when Aerospace Finance releases the Loan. Interest rate: The interest rate for the Loan shall be 6% per annum during the term of the Loan, same as the prevailing lending rate of same term as announced by the People’s Bank of China. Interest will be payable on the 20th day of every month. Overdue interest will be subject to additional default interest at the rate of 30% over the agreed interest rate for the Loan, payable from the date the interest is overdue until the date of actual payment.

During the term of the Loan Agreement, if the People’s Bank of China adjusts the lending rate, Aerospace Finance has the rights to make the necessary adjustment in accordance with the rules of the People’s Bank of China.

Repayment: The principal of the Loan shall be repayable in full on the maturity date. If Shenzhen Rayitek fails to repay the Loan on the maturity date of the Loan in accordance with the Loan Agreement, Aerospace Finance has the right to deduct from any accounts of Shenzhen Rayitek maintained at Aerospace Finance to repay any principal amount, relevant interest, compound interest, penalty interest and other charges payable.

Any early repayment of the Loan shall be notified to Aerospace Finance in writing and subject to its approval.

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Security:

As security for the repayment of the Loan, the following securities shall be provided in favour of Aerospace Finance:

1. a charge over land and building of Shenzhen Rayitek comprising an imine workshop No. 1 and a power plant located at Songgang Street, Baoan District, Shenzhen, where the measurement for the land use right is approximately 34,458.73 square metres and the measurement for the building is approximately 9,554.40 square metres. The land use right is for a term from April 2007 to April 2057. The net book value of the charge property was approximately RMB29,112,000 as at the date of the charge;

2. a charge over equipment and facilities of Shenzhen Rayitek listed in the charge with a net book value of approximately RMB92,837,000 as at the date of the charge; and

3. the Guarantee for all amounts outstanding under the Loan Agreement by New Century.

Use of Loan The proceeds of the Loan shall be used by Shenzhen Rayitek as its general proceeds: working capital.

If Shenzhen Rayitek fails to use the Loan for the abovementioned purpose, Aerospace Finance has the right to demand repayment the principal amount and interest of the Loan prior to maturity date, as well as to impose default interest at the rate of 50% over and above the agreed interest rate. Aerospace Finance also has the right to take any remedial action and Shenzhen Rayitek shall indemnify Aerospace Finance for all losses suffered therefrom.

Other terms: If Shenzhen Rayitek fully complies with the Loan Agreement but Aerospace Finance fails to provide the Loan in accordance with the Loan Agreement, Shenzhen Rayitek has the right to receive liquidated damages calculated at the daily rate of 0.01% on the default amount over the actual overdue period.

THE GUARANTEE

Date: 26 April 2013

Guarantor: New Century

Lender: Aerospace Finance

• Scope of the 1. To secure the repayment of the principal amount of the Loan, interest, Guarantee: overdue interest, compound interest, liquidated damages, damages and any costs incurred by Aerospace Finance to enforce the Loan (including but not limited to litigation fees, lawyers’ fees, travelling costs) and all other costs payable.

• Unless otherwise agreed, the payment by New Century of any amount under the Guarantee shall be in the following sequence: (1) any costs incurred by Aerospace Finance to enforce the Loan; (2) damages; (3) liquidated damages; (4) compound interest of the Loan; (5) overdue interest of the Loan; (6) interest of the Loan; and (7) principal of the Loan.

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REASONS FOR AND BENEFIT OF THE LOAN AND THE GUARANTEE

The Loan will be used as general working capital of Shenzhen Rayitek. The Directors (including the Independent Non-Executive Directors) consider that the Loan granted to Shenzhen Rayitek will benefit the business development of Shenzhen Rayitek. The Directors (including the Independent Non-Executive Directors) are of the view that the Loan Agreement and the Guarantee have been entered into after arm’s length negotiations on normal commercial terms and the terms thereof are fair and reasonable and in the interests of the Company and its shareholders as a whole.

IMPLICATIONS UNDER THE LISTING RULES

As at the date of this Announcement, Aerospace Finance is a wholly-owned subsidiary of CASC, which in turn is the controlling shareholder of the Company and holds approximately 39.06% of the issued share capital of the Company. Therefore, Aerospace Finance is a connected person of the Company and accordingly, the transactions contemplated under the Loan Agreement and the Guarantee constitute connected transactions of the Company under Chapter 14A of the Listing Rules.

As the financial assistance, in terms of the Guarantee provided, is not in proportion to New Century’s interest in Shenzhen Rayitek but are on normal commercial terms and each of the applicable percentage ratios represented by the amount of the Loan is less than 5% as determined in accordance with Rule 14.07 of the Listing Rules, the transactions contemplated under the Guarantee will be subject to the reporting and announcement requirements but are exempt from independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.

INFORMATION RELATING TO THE COMPANY

The Company is an investment holding company and its subsidiaries are principally engaged in hi-tech manufacturing and aerospace services.

INFORMATION RELATING TO NEW CENTURY

New Century, a direct wholly-owned subsidiary of the Company, is principally engaged in investment holding business and directly holds a 55% equity interest in Shenzhen Rayitek.

INFORMATION RELATING TO SHENZHEN RAYITEK

Shenzhen Rayitek is an indirect subsidiary of the Company and is a research and development, manufacturing and marketing high-tech company focusing on polyimide films and related composite materials.

INFORMATION RELATING TO AEROSPACE FINANCE

Aerospace Finance is a subsidiary of CASC and its subsidiaries whose approved business scope include (i) provision of finance and fund raising advisory, credit verification and related consultancy and agency services to members of the CASC group; (ii) provision of fund receiving and payment services for transactions conducted by members of the CASC group; (iii) approved insurance agency business; (iv) provision of guarantees for members of the CASC group; (v) provision of entrusted loans and entrusted investment services to members of the CASC group; (vi) acceptance and discounting of bills for members of the CASC group; (vii) settlement of transfers of fund between members of the CASC group and design of plans for related settlements and clearances; (viii) accepting deposits from members of the

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CASC group; (ix) dealing with loans and financing lease for members of the CASC group; (x) interbank lending; (xi) issue of finance company bonds with approval; (xii) underwriting enterprise bonds of members of the CASC group; (xiii) equity investment in financial institutions; (xiv) investment in marketable securities; (xv) buyer credits and financing lease in respect of products of members of the CASC group.

INTERESTS OF DIRECTORS

As Mr Zhang Jianheng, Mr Chen Xuechuan and Mr Shi Weiguo are officers of CASC and Mr Wu Zhuo had declared a potential conflict of interest, they had abstained from voting at the board meeting on the resolution approving the transactions contemplated under the Loan Agreement.

DEFINITIONS

In this Announcement, the following expressions shall have the meanings set out below unless the context requires otherwise:

“2012 Loan Agreement”	the loan agreement entered into between Shenzhen Rayitek and
	Aerospace Finance on 4 May 2012;
“Aerospace Finance”	航天科技財務有限責任公司(Aerospace Science & Technology
	Finance Company Limited#), a subsidiary of CASC and its subsidiaries
	established in the PRC as a limited liability company and whose
	business activities are subject to the supervision of the China Banking
	Regulatory Commission;
“CASC”	China Aerospace Science & Technology Corporation, a state-owned
	enterprise established in the PRC. As of the date of this Announcement,
	it holds a 39.06% shareholding in the Company and is a controlling
	shareholder of the Company;
“Company”	China Aerospace International Holdings Limited, a company
	incorporated in Hong Kong with limited liability, the shares of which
	are listed on The Stock Exchange of Hong Kong Limited;
“Guarantee”	the guarantee by New Century in favour of Aerospace Finance dated 26
	April 2013 entered into between New Century and Aerospace Finance;
“HK$”	Hong Kong dollars, the legal currency of the Hong Kong Special
	Administrative Region of the PRC;
“Loan”	the lump sum loan in the sum of RMB60 million granted pursuant to
	the Loan Agreement;
“Loan Agreement”	the loan agreement entered into between Shenzhen Rayitek and
	Aerospace Finance on 26 April 2013;
“Listing Rules”	the Rules Governing the Listing of Securities on The Stock Exchange
	of Hong Kong Limited;

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“New Century” 航科新世紀科技發展（深圳）有限公司 (CASIL New Century Technology Development (Shenzhen) Company Limited#), a wholly foreign owned enterprise established in the PRC and a direct wholly-owned subsidiary of the Company, and which directly holds a 55% equity interest in Shenzhen Rayitek; “PRC” The People’s Republic of China (for the purpose of this Announcement, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan); “RMB” Reminbi, the legal currency of the PRC; and “Shenzhen Rayitek” 深圳瑞華泰薄膜科技有限公司 (Shenzhen Rayitek Hi-tech Film Company Limited#), an indirect 55%-owned subsidiary of the Company established in the PRC.

By order of the Board

Li Hongjun Executive Director & President

Hong Kong, 26 April 2013

At the date of this Announcement, the Board of Directors of the Company comprises:

		Independent Non-Executive
Executive Directors	Non-Executive Directors	Directors
Mr Li Hongjun_(President)_	Mr Zhang Jianheng_(Chairman)_	Mr Luo Zhenbang
Mr Jin Xuesheng	Mr Wu Zhuo_(Vice Chairman)_	Ms Leung Sau Fan, Sylvia
	Mr Chen Xuechuan	Mr Wang Xiaojun
	Mr Shi Weiguo

• These PRC entities do not have English names, the English names set out herein are for identification purpose only.

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