Computer And Technologies Holdings Limited — Proxy Solicitation & Information Statement 2006

May 8, 2006

==> picture [274 x 94] intentionally omitted <==

(Stock Code: 31)

PROXY FORM

Form of proxy for the Annual General Meeting to be held at 17th Floor, China Aerospace Centre, 143 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong on Monday, 29 May 2006 at 11:00 a.m.

I/We [(note][1)]

of

being the registered holder(s) of [(note][2)] shares of HK$0.10 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.

	1.	To receive and adopt the Audited Accounts of the Company and the Reports of the Directors and the Auditors for the year ended 31st December 2005.
	2A.	(i) To re-elect Mr. Zhou Qingquan as a Director.
		(ii) To re-elect Mr. Guo Xianpeng as a Director.
		(iii) To re-elect Ms. Chan Ching Har, Eliza as a Director.
		(iv) To re-elect Mr. Gong Bo as a Director.
		(v) To re-elect Mr. Wang Yujun as a Director.
		(vi) To re-elect Mr. Chow Chan Lum, Charles as a Director.
	2B.	To approve the payment of HK$100,000 to each of the directors as director’s fee for the year ending 31st December 2006.
	3.	To re-appoint Messrs. Deloitte Touche Tohmatsu ( • ) as the auditors of the Company and to authorise the Board of Directors to fix their remuneration.
	4.	To grant a general mandate to the Directors to allot, issue and deal with new shares not exceeding 20 per cent. of the issued share capital of the Company.
	5.	To grant a general mandate to the Directors to repurchase shares and warrants of the Company not exceeding 10 per cent. of the issued share capital of the Company as at the date of this resolution.
	6.

Dated this day of

2006 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$0.10 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 registered office of the Company at17th Floor, China Aerospace Centre, 143 Hoi Bun Road, Kwun Tong, Kowloon, 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 initialled by the person who signs it.