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

Feb 15, 2005

CABLE

CHINA AEROSPACE INTERNATIONAL HOLDINGS LIMITED

航天科技國際集團有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 31)

PROXY FORM

Form of proxy for the Extraordinary General Meeting to be held at 18th Floor, China Aerospace Centre, 143 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong on Tuesday, 15 March 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 resolution 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 transfer of the entire 100% equity interest in and the entire shareholder’s loan due from Astrotech Group Limited (which, in turn, holds approximately 44.17% equity interest in CASIL Telecommunications Holdings Limited) by China Aerospace International Holdings Limited (the “Company”) to China Academy of Launch Vehicle Technology (中國運載火箭技術研究院) (“CALT”) pursuant to the sale and purchase agreement dated 22 January 2005 (the “Agreement”) between the Company and CALT and transactions contemplated thereunder, as more particularly set out in the circular of the Company dated 15 February 2005, 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 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. 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 initialed by the person who signs it.