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

May 8, 2006

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

If you have sold all your shares in China Aerospace International Holdings Limited, you should at once hand this circular and the accompanying 2006 annual report and the form of proxy to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

If you are in any doubt as to any aspect of this circular or as to any action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisers.

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(Stock Code: 31)

PROPOSED GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of China Aerospace International Holdings Limited 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. is set out on pages 15 to 18 of this circular.

Whether or not you are able to attend the Annual General Meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the registered office of China Aerospace International Holdings Limited at 17th Floor, China Aerospace Centre, 143 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting. Completion of a form of proxy will not preclude you from attending and voting at the Annual General Meeting in person if you so wish.

27 April, 2006

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General mandates to issue Shares and repurchase Shares . . . . . . . . . . . . . . . . .	4
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Voting procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix I – Explanatory Statement on the Repurchase Mandate . . . . . . . .	6
Appendix II – Details of directors proposed to be re-elected . . . . . . . . . . . . .	11
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

– i –

DEFINITIONS

In this circular, the following expressions have the following meanings, unless the context requires otherwise:

“Annual General Meeting”	the annual general meeting of the Company to be held on
	Monday, 29 May, 2006 at 11:00 a.m., the notice of which
	is set out on pages 15 to 18 of this circular
“Board”	the board of Directors
“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
“Directors”	the directors of the Company
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Latest Practicable Date”	27 April, 2006, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information referred to in this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange
“PRC”	the People’s Republic of China (and where the context
	requires, references in this circular to the PRC do not
	apply to Hong Kong, Macau Special Administrative
	Region of the PRC or Taiwan)
“Register”	the register of Shareholders
“Registrar”	the Company’s share registrar, Standard Registrars
	Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road
	East, Wanchai, Hong Kong

– 1 –

DEFINITIONS

“Repurchase Mandate”	the general and unconditional	mandate proposed	mandate proposed	to be
	granted to the Directors to empower the Directors to
	repurchase Shares, details of	which are set	out	in the
	section headed “General Mandates to Issue		Shares and
	Repurchase Shares” in the	letter from	the	Board
	contained in this circular
“SFO”	the Securities and Futures Ordinance (Cap.571			of the
	laws of Hong Kong)
“Share(s)”	share(s) of HK$0.10 each in	the share capital		of the
	Company
“Shareholders”	holders of Shares
“Stock Exchange”	The Stock Exchange of Hong	Kong Limited
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers
“%”	per cent.

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LETTER FROM THE BOARD

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(Stock Code: 31)

Executive Directors: Mr. Zhao Liqiang Mr. Zhou Qingquan Mr. Zhao Yuanchang Mr. Wu Hongju Mr. Guo Xianpeng

Registered Office: 17th Floor, China Aerospace Centre 143 Hoi Bun Road Kwun Tong, Kowloon Hong Kong

Non-executive Directors:

Mr. Rui Xiaowu (Chairman) Mr. Gong Bo Mr. Chen Dingyi Ms. Chan Ching Har, Eliza Mr. Wang Yujun

Independent Non-executive Directors:

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

27 April 2006

To Shareholders of the Company,

Dear Sir or Madam,

PROPOSED GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

It is proposed that at the Annual General Meeting of the Company to be held on Monday, 29 May 2006, the notice of which is set out on pages 15 to 18 of this document circular, resolutions will be proposed to grant the Directors general mandates to issue and repurchase Shares and the re-election of Directors.

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LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES

At the Annual General Meeting, separate ordinary resolutions will be proposed (i) to allot, issue and deal with Shares up to a maximum of 20% of the total nominal value of the Shares in issue as at the date of passing the resolution approving such a general mandate; (ii) to repurchase Shares up to a maximum of 10% of the total nominal value of the Shares in issue as at the date of the passing of the resolution approving such a general mandate; and (iii) an extension of such general mandate so granted to the Directors by adding thereto the Shares repurchased by the Company pursuant to the Repurchase Mandate, up to a maximum of 10% of the total nominal value of the Shares in issue as at the date of passing the resolution approving such an extension.

Under the Listing Rules, the Company is required to give to the Shareholders all information which is reasonably necessary to enable the Shareholders to make an informed decision as to whether to vote for or against the resolution to grant to the Directors the general mandate to repurchase Shares. The explanatory statement required by the Listing Rules is set out in the Appendix I to this circular.

RE-ELECTION OF DIRECTORS

Mr. Zhou Qingquan, Mr. Guo Xianpeng, Ms. Chan Ching Har, Eliza, Mr. Gong Bo, Mr. Wang Yujun and Mr. Chow Chan Lum, Charles will retire by rotation at the Annual General Meeting in accordance with the Company’s articles of association and, being eligible, offer themselves for re-election by the Shareholders. The biographical details and interests in the shares of the Company and remuneration of the retiring Directors are provided in Appendix II to this circular.

VOTING PROCEDURE

Pursuant to article 74 of the articles of association of the Company, the following categories of persons may demand the vote in respect of the resolutions to be put to at any general meeting be taken on a poll:

• (i) by the Chairman of the meeting; or

• (ii) by at least three members present in person or by proxy for the time being entitled to vote at the meeting; or

• (iii) by any member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or

• (iv) by a member or members present in person or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

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LETTER FROM THE BOARD

A poll may be so demanded before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll.

RECOMMENDATION

The Directors are of the opinion that the general mandates to issue Shares and repurchase Shares are in the best interests of the Company and its Shareholders and recommend that you vote in favour of the resolutions to be proposed at the Annual General Meeting.

ANNUAL GENERAL MEETING

Notice of the Annual General Meeting is set out on pages 15 to 18 of this circular.

A form of proxy is enclosed with this circular for use at the Annual General Meeting. Whether or not you intend to be present at the meeting, you are requested to complete and return the enclosed form of proxy to the registered office of the Company at 17th Floor, China Aerospace Centre, 143 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time appointed for the holding of the meeting. Completion of a form of proxy will not preclude you from attending and voting at the Annual General Meeting in person if you so wish.

Yours faithfully, Rui Xiaowu Chairman

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide all the information in relation to the Repurchase Mandate for your consideration.

SHAREHOLDERS’ APPROVAL

At the Annual General Meeting, an ordinary resolution will be proposed for Shareholders’ approval whereby the Directors will be given a general and unconditional mandate to exercise all powers of the Company to repurchase issued Shares subject to the criteria set out in this circular.

As at Latest Practicable Date, the Company has 2,142,419,902 Shares in issue. Subject to the passing of the proposed resolution for the grant of the Repurchase Mandate and on the basis that no Shares are issued or repurchased by the Company prior to the AGM, the exercise of the Repurchase Mandate in full would result in up to 214,241,990 Shares representing not more than 10% of the total nominal value of the Shares in issue as at the Latest Practicable Date. The repurchases may, depending on market conditions and funding arrangements of the Company at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share. Shareholders can be assured that the Directors would only make such purchases in circumstances where they consider them to be in the best interests of the Company. On the basis of the consolidated financial position of the Company as at 31 December 2005 (being the date to which the latest published audited accounts of the Company have been made up) and in particular the working capital or gearing position of the Company at that time and the number of Shares now in issue, the Directors consider that there may be a material adverse impact on the working capital or gearing position of the Company in the event that the proposed purchases were to be carried out in full at any time during the proposed purchase period. However, no purchase would be made in circumstances that would have a material adverse impact on the working capital or gearing position of the Company (as compared with the financial position as at 31 December 2005).

SOURCE OF FUNDS

The Company is empowered by its memorandum and articles of association to purchase its Shares. Purchase of Shares must be funded out of funds legally available for the purpose in accordance with the Company’s memorandum and articles of association and the laws of Hong Kong, which would be the Company’s available cash flow or working capital facilities.

DIRECTORS AND CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of the associates (as defined in the Listing Rules) of any of the Directors have any present intention, in the event that the grant to the Directors of a repurchase mandate is approved by the Shareholders, to sell Shares to the Company.

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APPENDIX I

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

No persons who are connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have a present intention to sell Shares to the Company nor have they undertaken not to sell any of the Shares held by them to the Company in the event that the Company is authorised to make purchases of Shares. In accordance with the Listing Rules, the Company shall not knowingly purchase Shares from a connected person on the Stock Exchange and a connected person shall not knowingly sell his Shares to the Company.

UNDERTAKING TO THE STOCK EXCHANGE

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make purchases pursuant to the proposed resolution in accordance with the Listing Rules, all applicable laws of Hong Kong, the jurisdiction in which the Company is incorporated, and in accordance with the memorandum and articles of association of the Company.

HONG KONG CODE ON TAKEOVERS AND MERGERS

If, as a result of a share repurchase, a shareholder’s proportionate interest in the voting capital of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code and, if such increase results in a change in control, may in certain circumstances give rise to an obligation to make a general offer for shares under Rule 26 of the Takeovers Code.

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APPENDIX I

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

As at the Latest Practicable Date, and according to the register of substantial shareholders’ interests maintained pursuant to Part XV of the SFO, the following Shareholders were interested in 5%, or more of the issued share capital of the Company:

Name Capacity China Aerospace Science & Technology Corporation Interests in controlled corporation Jetcote Investments Limited Beneficial owner Interests in controlled Corporation (Note 2) Burhill Company Limited Beneficial owner (Note 2) Sin King Enterprises Company Limited Beneficial owner (Note 2) Jet Square Developments Limited Beneficial owner (Note 2) Star River Assets Limited Beneficial owner (Note 2) Full Power International Limited Beneficial owner (Note 2)	Number of shares interested 898,021,064 (Note 1) 5,490,456 892,530,608 898,021,064 394,883,980 393,272,908 61,706,700 32,165,100 10,501,920	% of issued 41.91% 0.26% 41.86%
		41.91% 18.43% 18.36% 2.88% 1.50% 0.49%

Notes:

1. These 898,021,064 Shares are held by Jetcote Investments Limited, a wholly-owned subsidiary of China Aerospace Science & Technology Corporation, and its subsidiaries.

2. Such company is wholly-owned subsidiaries of Jetcote Investments Limited. The Shares held by them form part of the total number of Shares held by Jetcote Investments Limited.

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APPENDIX I

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

In the event that the Directors exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Mandate, then (if the present shareholdings otherwise remain the same) the attributable shareholdings of the above substantial shareholders of the Company will be as follows:

Name Capacity China Aerospace Science & Technology Corporation Interests in controlled corporation Jetcote Investments Limited Beneficial owner Interests in controlled Corporation (Note 2) Burhill Company Limited Beneficial owner (Note 2) Sin King Enterprises Company Limited Beneficial owner (Note 2) Jet Square Developments Limited Beneficial owner (Note 2) Star River Assets Limited Beneficial owner (Note 2) Full Power International Limited Beneficial owner (Note 2)	Number of shares interested 898,021,064 (Note 1) 5,490,456 892,530,608 898,021,064 394,883,980 393,272,908 61,706,700 32,165,100 10,501,920	% of issued 46.57% 0.28% 46.57%
		46.57% 20.48% 20.48% 3.20% 1.67% 0.54%

The Directors consider that the increase of the attributable shareholdings of the above substantial shareholders of the Company as shown in the table above would give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code and the Directors do not have the intention to repurchase the Shares to such extent at present. The Directors are not aware of any other consequence which would arise under the Takeovers Code as a result of any purchases by the Company of its Shares.

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

SHARE REPURCHASE AND MARKET PRICES

During the months preceding the Latest Practicable Date, no Shares were purchased by the Company. During the 12 months preceding the Latest Practicable Date, the highest and lowest traded prices for Shares on the Stock Exchange were as follows:

	Per Share
Month	Highest	Lowest
	HK$	HK$
2005
April	0.450	0.400
May	0.435	0.400
June	0.425	0.380
July	0.380	0.310
August	0.350	0.340
September	0.355	0.340
October	0.430	0.290
November	0.350	0.320
December	0.300	0.295
2006
January	0.410	0.300
February	0.445	0.375
March	0.590	0.390
April (up to the Latest Practicable Date)	0.650	0.530

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APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

The followings are the particulars of the Directors proposed to be re-elected at the Annual General Meeting.

(1) Mr. Zhou Qingquan, Executive Director

Mr. Zhou Qingquan, aged 54, is an Executive Director of the Company and Vice President of the Group. He graduated from Northwest Industrial University. From 1976, he held such posts as Deputy Director, Director, Senior Engineer, Deputy General Factory Manager and General Factory Manager and President in the 801 Research Institute of Shanghai Aerospace Administration and the Research Office of Shanghai Xinxin Machinery Factory respectively. From 1995, he held such posts as Vice President, then President of Shanghai Aerospace Corporation, as well as Deputy Director General of Shanghai Aerospace Administration. He has been awarded the title of Outstanding Entrepreneur in Shanghai. He has attained extensive experience in hi-tech industry management. He was appointed as an Executive Director of the Company and vice president of the Group in September 1999.

Mr. Zhou has not held directorships in any other listed public companies in the last three years. Mr. Zhou is not connected with any other directors, senior management, substantial or controlling Shareholders of the Company. He does not have any interests in the Shares within the meaning of Part XV of the SFO.

Mr. Zhou did not enter into any service contract with the Company and his appointment as a Director is subject to the rotational retirement requirements under the Company’s articles of association. Mr. Zhou has received a remuneration of approximately HK$1,259,400 for the year ended 31 December 2005.

Save as disclosed above, there is no other information that needs to be brought to the attention of the Shareholders or disclosed pursuant to Rule 13.51(2) of the Listing Rules.

(2) Mr. Guo Xianpeng, Executive Director and Vice President

Mr. Guo Xianpeng, aged 39, a Senior Engineer is an Executive Director and Vice President of the Company. He graduated from the Department of Automotive Engineering of Tsinghua University with a bachelor’s degree in engineering in 1988 and a master’s degree in engineering in 1991. Since 1991, he served as Deputy Director and Engineer in China Aerospace Surface Equipment Corporation and was responsible for the planning and project management of the automotive business of aerospace industry. Since 1993, he served as Deputy Director of the Business Development Bureau, Division Director of Project Division and Senior Engineer, and was responsible for the overall management, project management, development and planning of civil products of China Aerospace Corporation. Since 1999, he served as Director of the Project Management Division of the Planning and Business Department, Director of the Project Management Division of the Business Department and Director of the Civil Products Management Division of the Business Investment Department, and was engaged in the development strategy, plan management and project management of civil products of China Aerospace Science & Technology Corporation. Since November 2002,

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APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

he served as Deputy Director General of the Business Investment Department of China Aerospace Science & Technology Corporation, and was responsible for the development and planning of the civil products of the group, market development, project management and cooperation with municipal governments and so on. He is familiar with the state’s industrial policies and investment policies and has experience in development planning, planning and project management of civil product in aerospace industries. He was appointed as an executive Director and Vice President of the Company in January 2004.

Mr. Guo has not held directorships in any other listed public companies in the last three years. Mr. Guo is not connected with any other directors, senior management, substantial or controlling Shareholders of the Company. He does not have any interests in the Shares within the meaning of Part XV of the SFO.

Mr. Guo did not enter into any service contract with the Company and his appointment as a Director is subject to the rotational retirement requirements under the Company’s articles of association. Mr. Guo has received a remuneration of approximately HK$1,259,400 for the year ended 31 December 2005.

Save as disclosed above, there is no other information that needs to be brought to the attention of the Shareholders or disclosed pursuant to Rule 13.51(2) of the Listing Rules.

(3) Ms. Chan Ching Har, Eliza, Non-Executive Director

Ms. Chan Ching Har, Eliza, aged 49, is a Non-Executive Director. She is a member of the First Selection Committee for HKSAR, member of the Hong Kong Public Service Commission, the Chairman of the Kowloon Hospital and the Hong Kong Eye Hospital. She is also a China-Appointed Attesting Officer appointed by the Ministry of Justice of the PRC, a Standing Committee Member of the Tianjin Committee of the Chinese People’s Political Consultative Conference (CPPCC), the Foreign Economic Affairs Legal Counsel for the Tianjin Municipal People’s Government, an arbitrator of the China International Economic and Trade Arbitration Commission (CIETAC), a Disciplinary Panel Member of the Hong Kong Institute of Certified Public Accountants and the Legal Advisor to The Hong Kong Chinese Enterprises Association. Ms. Chan has been conferred Justice of the Peace (J.P.) and Bronze Bauhinia Star (B.B.S.) award by the Chief Executive of the Hong Kong SAR. She is an Independent Non-Executive Director of China National Aviation Company Limited, the shares of which are listed on The Stock Exchange of Hong Kong Limited. She was appointed as Independent Non-Executive Director in January 1997 and was re-designated as Non-Executive Director in December 2004.

Ms. Chan has not held directorships in any other listed public companies in the last three years. Ms. Chan is not connected with any other directors, senior management, substantial or controlling Shareholders of the Company. She does not have any interests in the Shares within the meaning of Part XV of the SFO.

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APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

Ms. Chan did not enter into any service contract with the Company and her appointment as a Director is subject to the rotational retirement requirements under the Company’s articles of association. Ms. Chan has received a Director’s fee of approximately HK$115,370 including a fee for being a member of the remuneration committee of the Company of approximately HK$15,370 for the year ended 31 December 2005.

Save as disclosed above, there is no other information that needs to be brought to the attention of the Shareholders or disclosed pursuant to Rule 13.51(2) of the Listing Rules.

(4) Mr. Gong Bo, Non-Executive Director

Mr. Gong Bo, aged 40, a Research Fellow, is a Non-Executive Director of the Company. He graduated from the Beijing Polytechnic University and joined the China Academy of Launch Vehicle Technology in 1987, serving as Deputy Division Director, Deputy Director General of Quality and Technology Department, Deputy Director General and Director General of Quality Control and Supervision Department, Director General of Aerospace System Engineering Department of China Aerospace Science and Technology Corporation. Since 2004, Mr. Gong has been serving the Director General of Business Investment Department of China Aerospace Science and Technology Corporation. Mr. Gong is a graduate of Executive MBA of the business school of the University of Texas at Arlington. He was appointed as NonExecutive Director of the Company in June 2005.

Mr. Gong has not held directorships in any other listed public companies in the last three years. Mr. Gong is not connected with any other directors, senior management, substantial or controlling Shareholders of the Company. He does not have any interests in the Shares within the meaning of Part XV of the SFO.

Mr. Gong did not enter into any service contract with the Company and his appointment as a Director is subject to the rotational retirement requirements under the Company’s articles of association. Mr. Gong has received a Director’s fee of approximately HK$15,370 being a fee as a member of the remuneration committee of the Company for the year ended 31 December 2005.

Save as disclosed above, there is no other information that needs to be brought to the attention of the Shareholders or disclosed pursuant to Rule 13.51(2) of the Listing Rules.

(5) Mr. Wang Yujun, Non-Executive Director

Mr. Wang Yujun, aged 43, a Senior Accountant, is a Non-Executive Director of the Company. Mr. Wang is a master graduate in Accounting at Northeastern University of Finance and Accounting. He joined the Ministry of Aerospace Industry of China and Aviation and Aerospace Department in 1985, serving as section supervisor in the Finance Bureau, then Deputy Division Director of Foreign Economic and Finance Division of the Financial Bureau of China Aerospace Corporation, Division Director of State-owned Assets Management Division of Finance Department of China Aerospace Science and Technology Corporation. In

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APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

July 2001, he joined the Company serving as General Manager of the Finance Department of the Company and in October 2003, he was appointed as Assistant to President of the Company. Throughout the years, he has attained extensive experience in corporate financial management. He was appointed as Non-Executive Director of the Company in June 2005.

Mr. Wang has not held directorships in any other listed public companies in the last three years. Mr. Wang is not connected with any other directors, senior management, substantial or controlling Shareholders of the Company. He does not have any interests in the Shares within the meaning of Part XV of the SFO.

Mr. Wang did not enter into any service contract with the Company and his appointment as a Director is subject to the rotational retirement requirements under the Company’s articles of association. Mr. Wang has received a remuneration of approximately HK$1,039,735 for the year ended 31 December 2005.

Save as disclosed above, there is no other information that needs to be brought to the attention of the Shareholders or disclosed pursuant to Rule 13.51(2) of the Listing Rules.

(6) Mr. Chow Chan Lum, Charles, Independent Non-Executive Director

Mr. Chow Chan Lum, Charles, aged 55, is an Independent Non-Executive Director and a Partner of Wong Brothers & Company, Certified Public Accountants. He is a member of Foreign Experts Consultative Committee on China Independent Auditing Standards, Finance Ministry, PRC and serves on a number of committees of the Hong Kong Institute of Certified Public Accountants including the Deputy Chairman of Auditing & Assurance Standards Committee, the member of PRC Accounting and Auditing Sub-Committee, Practice Review Committee, Investigation Panel, Examination Panel, Complaints Panel, Taxation Committee and Professional Standards Monitoring Committee. He also carries duties in a variety of functional and social organizations, and is currently a member of the People’s Political Consultative Committee, Guangdong Province, PRC. He was appointed as an Independent Non-Executive Director in April 2000.

Mr. Chow has not held directorships in any other listed public companies in the last three years. Mr. Chow is not connected with any other directors, senior management, substantial or controlling Shareholders of the Company. She does not have any interests in the Shares within the meaning of Part XV of the SFO.

Mr. Chow did not enter into any service contract with the Company and his appointment as a Director is subject to the rotational retirement requirements under the Company’s articles of association. Mr. Chow has received a Director’s fee of approximately HK$165,370 including an aggregate fee for being a member of the remuneration committee and audit committee of the Company of approximately HK$65,370 for the year ended 31 December 2005.

Save as disclosed above, there is no other information that needs to be brought to the attention of the Shareholders or disclosed pursuant to Rule 13.51(2) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

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(Stock Code: 31)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of China Aerospace International Holdings Limited (the “Company”) will 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. for the following purposes:

1. To receive and adopt the Audited Accounts of the Company and the Reports of the Directors and the Auditors of the Company for the year ended 31 December 2005.

2. To consider the re-election of the retiring Directors and to approve the proposed Directors’ fee.

3. To consider the re-appointment of Messrs. Deloitte Touche Tohmatsu ( • ) as the Auditors of the Company and to authorise the Board of Directors to fix their remuneration.

As special business, to consider and, if thought fit, pass (with or without modifications) the following resolutions as an ordinary resolutions:

1. “ THAT :

2. (i) subject to paragraph (iii) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options, including warrants to subscribe for shares, which might require the exercise of such powers be and is hereby generally and unconditionally approved;

3. (ii) the approval in paragraph (i) above shall be in addition to any other authorisation given to the Directors of the Company and shall authorise the Directors of the Company during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options, warrants or convertible securities, which might require the exercise of such powers after the end of the Relevant Period;

4. (iii) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval in paragraph (i) above, otherwise

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NOTICE OF ANNUAL GENERAL MEETING

than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of the subscription rights or conversion under the terms of any warrants issued by the Company or any securities which are convertible into shares of the Company; (iii) the exercise of subscription rights under any share option scheme or similar arrangement for the time being adopted by the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (iv) any scrip dividend on shares of the Company in accordance with the articles of association of the Company, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution; and

• (iv) for the purposes of this Resolution, “Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:

• (a) the conclusion of the next annual general meeting of the Company;

• (b) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law to be held; and

• (c) of the revocation or variation of this Resolution by an ordinary resolution of the shareholders of the Company in general meeting.

“Rights Issue” means an offer of shares open for a period fixed by the Directors of the Company to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in any territory applicable to the Company).”

5. “ THAT :

• (i) subject to paragraph (iii) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase issued shares in the capital of the Company or any other rights to subscribe shares in the capital of the Company in each case on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the securities of the Company may be listed and which is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws or the requirements of the Rules Governing the Listing of Securities on the Stock Exchange, be and is hereby generally and unconditionally approved;

• (ii) in addition, the approval in paragraph (i) shall authorize the directors on behalf of the Company during the Relevant Period to procure the Company to purchase its shares at a price determined by the Directors of the Company;

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NOTICE OF ANNUAL GENERAL MEETING

• (iii) the aggregate nominal amount of shares or any other rights to subscribe shares in the capital of the Company in each case which are authorised to be repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (i) above during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this Resolution, and the authority pursuant to paragraph (i) above shall be limited accordingly; and

• (iv) for the purposes of this Resolution, “Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:

  • (a) the conclusion of the next annual general meeting of the Company;

  • (b) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law to be held; and

  • (c) the revocation or variation of this Resolution by an ordinary resolution of the shareholders of the Company in the general meeting.”

• “ THAT subject to the passing of the Resolution No. 4 and 5 set out in the notice convening the meeting of which this Resolution forms part, the general mandate granted to the Directors of the Company and for the time being in force to exercise the powers of the Company to allot, issue and deal with new shares pursuant to the Resolution No. 4 set out in the said notice be and is hereby extended by the addition to the aggregate nominal amount of the share capital of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors of the Company pursuant to such general mandate of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to the said Resolution No. 5, provided that such extended amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this Resolution.”

• Any other business.

By Order of the Board Rui Xiaowu Chairman

Hong Kong, 27 April 2006

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. The register of members of the Company will be closed from 24 May 2006 to 29 May 2006, both days inclusive, during which period no transfer of shares will be effected. All transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Standard Registrars Limited at 26th Floor, Tesbury Center, 28 Queen’s Road East, Wanchai, Hong Kong not later than 4:00 p.m., 23 May 2006.

2. Any member entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a member of the Company.

3. To be valid, a 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 at 17th 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.

4. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer, attorney or other person duly authorised to sign the same.

5. Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or at any adjourned meeting (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.

6. Where there are joint holders of any shares in the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such shares as if he were solely entitled thereto, but if more than one of such joint holders are present at the meeting, the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register in respect of the joint holding.

7. With regard to item no.2 in this notice, the board of directors of the Company proposes that the retiring directors namely, Mr. Zhou Qingquan, Mr. Guo Xianpeng, Ms. Chan Ching Har, Eliza, Mr. Gong Bo, Mr. Wang Yujun and Mr. Chow Chan Lum, Charles be re-elected as directors of the Company. Details of these directors are set out in Appendix II of the circular to shareholders dated 4 April 2006.

8. As at the date of this notice, Mr. Zhao Liqiang, Mr. Zhao Qingquan, Mr. Zhao Yuanchang, Mr. Wu Hongju and Mr. Guo Xianpeng are the executive directors, Mr. Rui Xiaowu, Mr. Gong Bo, Mr. Chen Dingyi, Ms. Chan Ching Har, Eliza and Mr. Wang Yujun are the non-executive directors and Mr. Chwo Chan Lum, Charles, Mr. Luo Zhenbang are the independent non-executive directors.

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