Continental Aerospace Technologies Holding Limited — Proxy Solicitation & Information Statement 2004

Apr 21, 2004

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CATIC INTERNATIONAL HOLDINGS LIMITED 中國航空技術國際控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 232)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of the holders of ordinary shares of HK$0.10 each (the “ Shares ” and the holders of such Shares, the “ Shareholders ”) in the capital of CATIC International Holdings Limited (the “ Company ”) will be held on Thursday, 20 May 2004 at Monaco Room, Basement 1, Regal Hongkong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong at 10:30 a.m. (or after any adjournment thereof) for the purpose of considering and, if thought fit, passing the following resolution as ordinary resolution:

ORDINARY RESOLUTION

“ THAT :

• (a) a sale and purchase and assignment agreement (the “ Agreement ”) entered into between Florex Investment Limited (“ Florex ”), a wholly-owned subsidiary of the Company, and CATIC (H.K.) Limited (“ CATIC HK ”), a controlling shareholder of the Company, on 29 March 2004, a copy of which has been produced to the meeting marked “A” and signed by the Chairman of the meeting for identification purposes, be and are hereby approved, confirmed and ratified and the transactions contemplated under the Agreement which are further described below be and are hereby approved, confirmed and ratified:

• (i) CATIC HK selling and Florex purchasing 450 shares of US$1.00 each (the “ CISL Shares ”) in the share capital of CATIC International Support Limited (“ CISL ”) representing 45% of the entire issued share capital of CISL; and CATIC HK assigning and Florex accepting the assignment of 45% of a non-interest bearing loan (“ Assigned Loan ”) of a principal sum of HK$50 million advanced by CATIC HK to CISL, for an aggregate consideration of no more than HK$100 million payable by Florex to CATIC HK in three instalments; and

• (ii) CATIC HK granting a put option to Florex entitling Florex to sell the CISL Shares and assign the Assigned Loan back to CATIC HK at any time during the five years commencing on the completion date of the Agreement. Upon the exercise of the put option, CATIC HK will be obligated to buy the CISL Shares and accept the assignment of the Assigned Loan for a certain consideration as set out in the Agreement; and

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• (b) the directors of the Company be and are hereby authorized to do all such acts and things and to sign, seal and/or deliver all documents and to take any steps which in their absolute discretion, considered to be necessary, desirable or expedient for the purpose of implementing and/or giving effect to the transactions contemplated under the Agreement.”

By order of the board of CATIC International Holdings Limited Mr. Yang Chunshu Chairman

Hong Kong, 19 April 2004

Notes:

1. A shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint another person as his/her/ its proxy to attend and vote in his/her/its stead in accordance with the bye-laws of the Company. A proxy need not be a shareholder of the Company.

2. A form of proxy for use at the meeting has been enclosed in the circular despatched to Shareholders on 19 April 2004.

3. To be valid, the form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a certified true copy of that power of attorney or authority must be deposited at the Company’s registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time for holding the SGM (or any adjourned meeting thereof) and in default the form of proxy shall not be treated as valid. Completion and return of the form of proxy will not preclude shareholders of the Company from attending and voting in person at the meeting (or any adjourned meeting thereof) should they so wish.

4. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company in respect of such shares.

As at the date of this announcement, the board of directors of the Company comprises Mr. Yang Chunshu, Mr. Wang Xinyan, Mr. Ji Guirong, Ms. Yu Li, Mr. Pan Linwu and Mr. Ren Haifeng as executive directors, and Mr. Ip Tak Chuen, Edmond as non-executive director and Mr. Chu Yu Lin, David and Mr. Li Ka Cheung, Eric as independent non-executive directors.

• For identification purposes only

“Please also refer to the published version of this announcement in The Standard”

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