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

Apr 11, 2006

C

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: 0031)

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 at 11:00 a.m. on Wednesday, 26 April 2006.

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.

Ordinary Resolution	FOR (note 4)	AGAINST (note 4)
“THAT:
(a) the sale and purchase agreement (“Sale and Purchase Agreement”) entered into between CASIL Clearing Limited (“CASIL Clearing”) and China Aerospace Science & Technology Corporation (“CASC”) dated 20 March 2006 in relation to the purchase by CASIL Clearing of approximately 79.25% of the issued share capital of Vanbao Development (Canada) Ltd., the related shareholder’s loan and 100% of the registered capital of Dongguan Huadun Enterprises Limited from CASC, the assignment of two loans receivables of approximately HK$188 million by CASIL Clearing to CASC or its nominee, the set-off of shareholder’s loan due from the Company to CASC (up to the maximum of HK$80,00,000) and the settlement of the balance of the difference of the above in cash by CASC to CASIL Clearing, the particulars of which are described in the circular dated 10 April 2006 despatched to the shareholders of the Company, be and is hereby approved; and
(b) the board of directors of the Company be and is hereby authorised to take all such actions and steps and execute all documents or deeds as it may consider necessary or desirable to give full effect to this resolution, and to implement the Sale and Purchase Agreement.

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 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.