Computer And Technologies Holdings Limited — Proxy Solicitation & Information Statement 2005

Jun 13, 2005

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(Stock Code: 31)

PROXY FORM

Form of proxy for the Extraordinary General Meeting to be held at 17th Floor, China Aerospace Centre, 143 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong on Tuesday, 28 June 2005 at 11:00 a.m.

I/We [(note][1)]

of

being the registered holder(s) of [(note][2)] shares of HK$1.00 each in the capital of China Aerospace International Holdings Limited (the “Company”) hereby appoint [(note][3)] of

or failing him, the Chairman of the meeting, as my/our proxy to attend on my/our behalf at the meeting (and at any adjournment thereof) to vote for me/us in my/our name(s) in respect of the resolutions set out in the notice of the meeting (with or without modifications) as hereunder indicated and in respect of any other matters to be considered in the meeting.

		Resolution		FOR (note 4)		AGAINST (note 4)
	“THAT:
	(a)	the proposed disposal of the entire building erected on Subsection 1
		of Section O of Kowloon Marine Lot No.40 known as Conic
		Investment Building (save and except for the car parking spaces not
		owned by Well Horn Company Limited, a wholly-owned subsidiary
		of the Company) pursuant to the memorandum of agreement dated 4
		May 2005 (the “Memorandum of Agreement”) entered into by Well
		Horn Company Limited as the vendor, and Global Coin Limited as
		the purchaser for a consideration of HK$330,000,000, be and is
		hereby approved; and
	(b)	that the directors of the Company be and are	hereby authorized to
		take such action and execute such documents as they may deem
		appropriate and expedient in respect of the completion of the
		proposed transaction contemplated under the Memorandum of
		Agreement.”

Dated this day of , 2005

Signatures [(note][7)]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares of HK$1.00 each in the capital of the Company registered in your name(s); if no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

3. Full name and address of proxy to be inserted in BLOCK CAPITALS. IF NOT COMPLETED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY .

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK IN THE BOX MARKED “FOR” BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK IN THE BOX MARKED “AGAINST” BESIDE THE APPROPRIATE RESOLUTION. If no direction is given, the proxy will be entitled to vote or abstain as he thinks fit. Your proxy will be entitled to vote or abstain at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

5. To be valid, this 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, the 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.

6. In the case of joint holders of a share, the vote of the person, whether attending in person or by proxy, whose name stands first on the Register of Members of the Company in respect of such share shall be accepted to the exclusion of the vote(s) of the other joint holder(s).

7. This form of proxy must be signed by you or your attorney duly authorised in writing or, if you are a corporation, must either be executed under seal or under the hand of an officer or attorney duly authorised.

8. The proxy need not be a member of the Company but must attend the meeting in person to represent you.

9. 9 Completion and delivery of this form of proxy shall not preclude you from attending and voting in person if you so wish.

10. Any alteration to this form of proxy must be initialled by the person who signs it.