Continental Aerospace Technologies Holding Limited — Proxy Solicitation & Information Statement 2008

Apr 28, 2008

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action you should take, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in CATIC International Holdings Limited , you should at once hand this circular, the 2007 annual report and proxy form to the purchaser or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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.

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CATIC INTERNATIONAL HOLDINGS LIMITED

---

(Incorporated in Bermuda with limited liability)

(Stock Code: 232)

PROPOSALS FOR

GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES,

INCREASE IN AUTHORIZED SHARE CAPITAL,

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of CATIC International Holdings Limited to be held at Lavender Room, 27/F, The Park Lane Hong Kong, 310 Gloucester Road, Hong Kong, on Thursday, 22 May 2008 at 10:00 a.m. is set out on pages 9 to 12 of this circular. Whether or not you propose to attend the meeting, you are requested to read the notice and to complete the proxy form in accordance with the instructions printed thereon and return the same to the principal place of business of the Company at Unit B, 15/F., United Centre, 95 Queensway, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding of the meeting or any adjournment thereof. Completion and return of the proxy form shall not preclude you from attending and voting at the meeting should you so wish.

• for identification purpose only

28 April 2008

DEFINITIONS

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

“AGM”	the annual general meeting of the Company to be held at
	Lavender Room, 27/F, The Park Lane Hong Kong, 310
	Gloucester Road, Hong Kong, on Thursday, 22 May 2008
	at 10:00 a.m., notice of which is set out on pages 9 to 12
	of this circular
“Bye-laws”	the Bye-laws of the Company as may be amended from
	time to time
“Company”	CATIC International Holdings Limited, an exempted
	company incorporated in Bermuda with limited liability,
	the Shares of which are listed on the Stock Exchange
“Directors”	the directors of the Company
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Latest Practicable Date”	23 April 2008, being the latest practicable date prior to
	the printing of this document for ascertaining certain
	information contained herein
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange
“Repurchase Proposal”	the proposal to give a general mandate to the Directors to
	exercise the powers of the Company to repurchase during
	the period, as set out in the Repurchase Resolution,
	Shares up to a maximum of 10% of the issued share
	capital of the Company as at the date of the Repurchase
	Resolution
“Repurchase Resolution”	the proposed ordinary resolution as referred to in
	resolution no. 4A of the notice of the AGM
“Share(s)”	share(s) of HK$0.10 each in the share capital of the
	Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeover Code”	the Hong Kong Code on Takeovers and Mergers
“HK$” and “cents”	Hong Kong dollars and cents respectively, the lawful
	currency of Hong Kong

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LETTER FROM THE CHAIRMAN

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CATIC INTERNATIONAL HOLDINGS LIMITED

---

(Incorporated in Bermuda with limited liability)

(Stock Code: 232)

Executive Directors: Mr. Fu Shula (Chairman) Mr. Wang Xinkuo (Deputy Chairman) Mr. Ji Guirong (Deputy Chairman and Chief Executive Officer) Mr. Ma Zhiping Mr. Pan Linwu Mr. Diao Weicheng Mr. Liu Rongchun Mr. Zhang Chuanjun

Non-executive Director: Mr. Ip Tak Chuen, Edmond

Registered Office: Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda

Head Office and Principal Place of Business: Unit B, 15th Floor United Centre 95 Queensway Hong Kong

Independent Non-executive Directors: Mr. Chu Yu Lin, David Mr. Li Ka Fai, David Mr. Li Zhaoxi

28 April 2008

To the shareholders of CATIC International Holdings Limited

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES, INCREASE IN AUTHORIZED SHARE CAPITAL, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

1. GENERAL MANDATE TO REPURCHASE SHARES

At the annual general meeting of the Company held on 25 May 2007, a general mandate was given to the Directors to exercise the powers of the Company to repurchase Shares. Such

• for identification purpose only

– 2 –

LETTER FROM THE CHAIRMAN

mandate will lapse at the conclusion of the forthcoming AGM to be held on 22 May 2008. It is therefore proposed to seek your approval by way of an ordinary resolution to be proposed at the forthcoming AGM to give a new general mandate to the Directors to exercise the powers of the Company to repurchase Shares up to a maximum of 10% of the issued share capital of the Company as at the date of the Repurchase Resolution.

The general mandate granted pursuant to the Repurchase Resolution shall be exercisable during the period from the passing of the Repurchase Resolution until whichever is the earliest of:

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

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the laws of Bermuda or bye-laws of the Company to be held; or

• (iii) the date on which the authority set out in such resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting of the Company.

An explanatory statement which is required to be sent to shareholders under the Listing Rules to regulate the repurchase by companies with primary listings on the Stock Exchange of their own securities on the Stock Exchange will provide requisite information to you for your consideration of the Repurchase Proposal and is set out in Appendix I hereto.

2. GENERAL MANDATE TO ISSUE SHARES

The Directors also propose at the AGM an ordinary resolution granting to the Directors a general mandate to allot, issue and deal with Shares not exceeding 20% of the issued share capital of the Company as at the date of the resolution. As at the Latest Practicable Date, the issued share capital of the Company comprised 4,785,303,000 Shares. Subject to the passing of the ordinary resolution approving the general mandate to issue Shares and assuming that no further Shares are issued or repurchased prior to the AGM, the Company would be allowed under such general mandate to issue not more than 957,060,600 Shares. In addition, an ordinary resolution will be proposed to extend such general mandate by an aggregate nominal amount of Shares repurchased by the Company.

The general mandate to allot, issue and deal with Shares shall be exercisable during the period from the passing of the ordinary resolution until whichever is the earliest of:

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

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the laws of Bermuda or bye-laws of the Company to be held; or

• (iii) the date on which the authority set out in such resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting of the Company.

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LETTER FROM THE CHAIRMAN

3. PROPOSED INCREASE IN AUTHORIZED SHARE CAPITAL

As at the Latest Practicable Date, the authorized share capital of the Company is HK$600,000,000 divided into 6,000,000,000 Shares of par value of HK$0.10 each. Of the total number of authorized Shares, 4,785,303,000 have been issued and fully paid. In order to accommodate the future expansion and growth of the Company, the Directors propose to increase the Company’s authorized share capital from HK$600,000,000 to HK$1,000,000,000 to be divided into 10,000,000,000 Shares of par value of HK$0.10 each, by the creation of additional 4,000,000,000 new Shares. The Directors have no present intention of issuing any part of share capital proposed to be increased.

An ordinary resolution to approve the proposed increase in the authorized share capital of the Company will be put to the Shareholders for their approval in the AGM.

4. RE-ELECTION OF RETIRING DIRECTORS

The Board of Directors currently consists of twelve Directors, namely Mr. Fu Shula, Mr. Wang Xinkuo, Mr. Ji Guirong, Mr. Ma Zhiping, Mr. Pan Linwu, Mr. Diao Weicheng, Mr. Liu Rongchun, Mr. Zhang Chuanjun, Mr. Ip Tak Chuen, Edmond, Mr. Chu Yu Lin, David, Mr. Li Ka Fai, David and Mr. Li Zhaoxi.

Pursuant to the Bye-laws, Mr. Li Ka Fai, David, Mr. Pan Linwu and Mr. Zhang Chuanjun, who were appointed as Directors subsequent to the last annual general meeting, will hold office until the forthcoming AGM and will be eligible to offer themselves for re-election at the AGM. Furthermore, Mr. Liu Rongchun, Mr. Li Zhaoxi, Mr. Ma Zhiping and Mr. Chu Yu Lin, David will retire by rotation from office at the AGM and, being eligible, will offer themselves for re-election. Details of retiring Directors proposed for re-election at the AGM are set out in Appendix III to this circular.

5. ANNUAL GENERAL MEETING

The notice convening the AGM, which contains, inter alia, ordinary resolutions to approve the Repurchase Proposal, granting of the general mandate for Directors to issue new Shares, extension of such general mandate and increase in authorized share capital, is set out in Appendix II on pages 9 to 12 of this circular. Shareholders of the Company are advised to read the notice and to complete and return the proxy form for use at the AGM enclosed with the 2007 annual report of the Company in accordance with the instructions printed thereon.

Pursuant to the Bye-laws, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is taken as may from time to time be required under the Listing Rules or unless a poll is (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) demanded:

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

• (ii) by at least three members present in person or by a duly authorized corporate representative 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 a duly authorized corporate representative 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

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LETTER FROM THE CHAIRMAN

• (iv) by any member or members present in person or by a duly authorized corporate representative 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.

On a show of hands every member who is present in person or by a duly authorized corporate representative shall have one vote, and on a poll every member present in person or, by a duly authorized corporate representative or by proxy, shall have one vote for every share. On a poll a member entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.

6. RECOMMENDATION

The Directors believe that the Repurchase Proposal, granting of the general mandate for Directors to issue new Shares, extension of such general mandate, increase in the authorized share capital and re-election of the retiring Directors are all in the best interest of the Company and its shareholders. Accordingly, the Directors recommend that all shareholders of the Company should vote in favour of the relevant resolutions to be proposed at the AGM.

By Order of the Board Fu Shula Chairman

– 5 –

EXPLANATORY STATEMENT

APPENDIX I

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information to shareholders of the Company for their consideration of the Repurchase Resolution.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 4,785,303,000 Shares.

Subject to the passing of the Repurchase Resolution and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company would be allowed under the Repurchase Resolution to repurchase a maximum of 478,530,300 Shares.

REASON FOR REPURCHASE

The Directors believe that the Repurchase Proposal is in the best interests of the Company and its shareholders. Such purchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per Share of the Company and will only be made when the Directors believe that such a repurchase will benefit the Company and its shareholders.

FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association and bye-laws and the laws of Bermuda. The Companies Act 1981 of Bermuda provides that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant shares, or out of the funds of the Company otherwise available for dividend or distribution or the proceeds of a fresh issue of shares made for the purpose. The amount of premium payable on repurchase may only be paid out of either the funds of the Company that would otherwise be available for dividend or distribution or out of the share premium of the Company. Further, a company cannot purchase its own shares if on the date on which the purchase is to be effected, there are reasonable grounds for believing that the Company is, or after the purchase would be, unable to pay its liabilities as they become due.

There might be an adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited accounts contained in the annual report for the year ended 31 December 2007 in the event that the Repurchase Proposal were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the repurchase of Shares to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

– 6 –

EXPLANATORY STATEMENT

APPENDIX I

SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the previous twelve months before the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
April 2007	0.455	0.355
May 2007	0.730	0.410
June 2007	0.700	0.530
July 2007	0.780	0.570
August 2007	0.800	0.390
September 2007	0.730	0.560
October 2007	0.680	0.540
November 2007	0.670	0.375
December 2007	0.540	0.390
January 2008	0.530	0.245
February 2008	0.390	0.310
March 2008	0.350	0.229
April 2008 (up to the Latest Practicable Date)	0.310	0.245

UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make repurchases pursuant to the Repurchase Resolution and in accordance with the Listing Rules and the applicable laws of Bermuda.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates, have any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Proposal if such is approved by the shareholders.

No connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company or its subsidiaries, or have undertaken not to sell any of the Shares to the Company or its subsidiaries, in the event that the Repurchase Proposal is approved by the shareholders.

TAKEOVER CODE

If on the exercise of the power to repurchase Shares pursuant to the Repurchase Proposal, a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeover Code. As a result, a shareholder or group of shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeover Code.

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APPENDIX I

EXPLANATORY STATEMENT

As at the Latest Practicable Date, China National Aero-Technology Import & Export Corporation, through its wholly owned subsidiaries, Tacko International Limited and Speed Profit Enterprises Limited, is interested in 1,844,383,000 Shares, representing approximately 38.54% of the issued share capital of the Company. Based on such shareholding and in the event that the Repurchase Proposal is exercised in full, the interests of China National Aero-Technology Import & Export Corporation will be increased to approximately 42.83% of the issued share capital of the Company and an obligation to make a general offer to shareholders in accordance with Rules 26 and 32 of the Takeover Code may arise. However, the Directors have no present intention to exercise the power to repurchase Shares pursuant to the Repurchase Proposal to an extent as would result in such obligation.

In the event that the power to repurchase Shares pursuant to the Repurchase Resolution is exercised in full, the number of Shares held by the public would not fall below 25%.

SHARES REPURCHASE MADE BY THE COMPANY

There was no repurchase made by the Company, or its subsidiaries, of the Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

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CATIC INTERNATIONAL HOLDINGS LIMITED

*

(Incorporated in Bermuda with limited liability)

(Stock Code: 232)

NOTICE IS HEREBY GIVEN that the annual general meeting of the Company will be held at Lavender Room, 27/F, The Park Lane Hong Kong, 310 Gloucester Road, Hong Kong, on Thursday, 22 May 2008 at 10:00 a.m. for the following purposes:

1. To receive and consider the audited financial statements and the reports of the directors and independent auditors for the year ended 31 December 2007.

2. To re-elect directors and to authorize the board of directors to fix the remuneration of directors.

3. To re-appoint auditors and to authorize the board of directors to fix the remuneration of auditors.

4. To consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

• A. “ THAT :

  • (a) subject to paragraph (b) below, the exercise by the board of directors of the Company (“ Directors ”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of HK$0.10 each in the capital of the Company 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 recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose under the Hong Kong Code of Share Repurchase, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• for identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

• (b) the aggregate nominal amount of shares of the Company which the Directors are authorized to repurchase pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of this Resolution, and the said approval shall be limited accordingly; and

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

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

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by law or the bye-laws of the Company to be held; and

• (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting of the Company.”

B. “ THAT :

• (a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.10 each in the capital of the Company and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorize the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) an issue of shares as scrip dividends pursuant to the bye-laws of the Company from time to time; or (iii) an issue of shares under any option scheme or similar arrangement for the time being adopted for the grant or issue of shares or rights to acquire shares of the Company, shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this Resolution, and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

• (d) for the purpose of this Resolution,

“Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:

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

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by law or the bye-laws of the Company to be held; and

• (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting of the Company; and

“Rights Issue” means an offer of shares open for a period fixed by the Directors to the holders of shares of the Company on the register on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusions or other arrangements as the Directors 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 recognized regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company).”

• C. “ THAT subject to the passing of Resolutions No. 4A and No. 4B set out in the notice convening this meeting, the general mandate granted to the Directors to allot, issue and deal with additional shares pursuant to Resolution No. 4B set out in the notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of shares in the capital of the Company repurchased by the Company under the authority granted pursuant to Resolution No. 4A set out in the notice convening this meeting, provided that such amount of shares so repurchased shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the said Resolution.”

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT the authorized share capital of the Company be and is hereby increased from HK$600,000,000 to HK$1,000,000,000 divided into 10,000,000,000 ordinary shares of HK$0.10 each by the creation of additional 4,000,000,000 new shares of HK$0.10 each and such new shares to rank pari passu with the existing shares in all respect.”

By Order of the Board Leung Yuen Chee, Sara Secretary

Hong Kong, 28 April 2008

Notes:

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

2. To be valid, the proxy form, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be lodged with the principal place of business of the Company at Unit B, 15/F., United Centre, 95 Queensway, Hong Kong not less than forty-eight hours before the time appointed for holding the meeting or any adjournment thereof.

3. With regard to item 2 in this notice, the board of directors of the Company proposed that the retiring directors, namely Mr. Li Ka Fai, David, Mr. Pan Linwu, Mr. Zhang Chuanjun, Mr. Liu Rongchun, Mr. Li Zhaoxi, Mr. Ma Zhiping and Mr. Chu Yu Lin, David, be re-elected as directors of the Company. Their particulars are set out in Appendix III of the circular to shareholders dated 28 April 2008.

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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX III

The following are the particulars of the Directors to be retired and proposed for re-election at the AGM:

(a) Mr. Li Ka Fai, David

Mr. Li Ka Fai, David , aged 53, was appointed as an Independent Non-executive Director of the Company on 24 December 2007. He is also a member of the Audit Committee and a member of the Remuneration Committee of the Company. Mr. Li holds a Bachelor of Science Honours Degree in Chemistry and Administration. He is the Deputy Managing Partner of Li, Tang, Chen & Co., a part-time instructor of School of Continuing and Professional Studies, The Chinese University of Hong Kong and appointed member of Advisory Board on Accountancy, Lingnan University. He is also a Fellow of the Hong Kong Institute of Certified Public Accountants and The Association of Chartered Certified Accountants, UK as well as The Institute of Chartered Secretaries & Administrators, UK and an Associate Member of The Institute of Chartered Accountants in England & Wales. Mr. Li is currently an Independent Non-executive Director, a member of the Audit Committee and a member of the Remuneration Committee of China Merchants Holdings (International) Company Limited; and an Independent Non-executive Director, Chairman of the Audit Committee and a member of the Remuneration Committee of China-Hongkong Photo Products Holdings Limited and Cosmopolitan International Holdings Limited. Mr. Li was an Independent Non-executive Director and Chairman of the Audit Committee of Wanji Pharmaceutical Holdings Limited (now known as Nubrands Group Holdings Limited) (retired on 30 September 2005) . All the companies mentioned above are listed on the Stock Exchange. He is also an Independent Director and Chairman of the Audit Committee of China Vanke Company Limited, a company listed on the Shenzhen Stock Exchange. He was awarded the Medal of Honour (MH) from the Government of the Hong Kong Special Administrative Region in July 2004 for valuable contribution to the development of the accounting profession.

There is no service contract between Mr. Li and the Company. Mr. Li is not appointed for any specified length of service, but will be subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Bye-laws of the Company. Mr. Li’s emolument consist of a director’s fee determined in consideration of his duties, experience and responsibilities and is subject to review by the Board of Directors from time to time pursuant to the power conferred on it at annual general meetings of the Company. The director’s fee currently received by Mr. Li annually amounts to HK$120,000.

Save as disclosed above, Mr. Li does not hold any other position with the Company or any of its subsidiaries. Mr. Li does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Li does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (“SFO”).

Save as set out above, there is no other information regarding Mr. Li which needs to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules, and there is no other matter needs to be brought to the attention of the shareholders of the Company.

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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX III

(b) Mr. Pan Linwu

Mr. Pan Linwu , aged 43, was appointed as an Executive Director of the Company on 5 February 2008. He holds a Master’s Degree in Aeronautical Engineering, a Bachelor’s Degree in Engineering and a Postgraduate Diploma in Financial Accounting and is a Professional Senior Accountant. Mr. Pan had served at the Ministry of Aviation Industry and the audit department of the Ministry of Aero-Space Industry. In 1993, he was transferred to China National Aero-Technology Import & Export Corporation (“CATIC”) and had served as Deputy Director and Director of the Audit Division. He has been appointed as a Vice President and the Chief Financial Officer of CATIC since 2001. He is also a Director of Tacko International Limited (“Tacko”). Both of CATIC and Tacko are controlling shareholders of the Company. Mr. Pan has many years experience in financial management, supervision and audit, and has substantial experience in the area of finance, fund operation and risk management. Mr. Pan is currently an Independent Director of Shenzhen Century Plaza Hotel Co., Ltd., a company listed on the Shenzhen Stock Exchange.

There is no service contract between Mr. Pan and the Company. Mr. Pan is not appointed for any specified length of service, but will be subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Bye-laws of the Company. Mr. Pan’s emoluments, which are reviewed and approved by the Remuneration Committee of the Company in accordance with the Company’s remuneration policy in consideration of his duties and responsibilities within the Group, the Group’s performance and profitability and the market benchmark, comprise a director’s fee reviewed by the Board of Directors from time to time pursuant to the power conferred on it at annual general meetings of the Company, and discretionary share options. The director’s fee currently received by Mr. Pan annually amounts to HK$36,000.

Save as disclosed above, Mr. Pan does not hold any other position with the Company or any of its subsidiaries and does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Pan does not have any interest in the shares of the Company within the meaning of Part XV of the SFO.

Save as set out above, there is no other information regarding Mr. Pan which needs to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules, and there is no other matter needs to be brought to the attention of the shareholders of the Company.

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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX III

(c) Mr. Zhang Chuanjun

Mr. Zhang Chuanjun , aged 37, was appointed as an Executive Director of the Company on 5 February 2008. He holds a Master’s Degree and a Bachelor’s Degree in Management Accounting and is a Senior Accountant. Mr. Zhang has served the Company as the Chief Financial Officer since October 2003. He is also a Director of CATIC Helicopter Development (Shenzhen) Limited and Hangzhou Sealand Electric Power Company Limited, both of which are the principal subsidiaries of the Company; and a Director of Speed Profit Enterprises Limited, a substantial shareholder of the Company. He has served CATIC since 1993 and has over 15 years of experience in accounting and finance. Mr. Zhang has not held any other directorship in listed public companies in the last three years.

Mr. Zhang has entered into a service contract with the Company, which does not provide a specified length of service period, but will be subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Bye-laws of the Company. His emoluments, which are reviewed and approved by the Remuneration Committee of the Company in accordance with the Company’s remuneration policy in consideration of his duties and responsibilities within the Group, the Group’s performance and profitability and the market benchmark, currently comprise a monthly salary of HK$40,000, a cash allowance of HK$16,000 per month, a year-end salary equivalent to one month salary (pro-rated if not completed one full year of service), a director’s fee reviewed by the Board of Directors from time to time pursuant to the power conferred on it at annual general meetings of the Company, discretionary bonus and discretionary share options. The director’s fee currently received by Mr. Zhang annually amounts to HK$36,000.

Mr. Zhang also holds directorships in certain subsidiaries of the Company. Save as disclosed above, Mr. Zhang does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Zhang does not have any interest in the shares of the Company within the meaning of Part XV of the SFO.

Save as set out above, there is no other information regarding Mr. Zhang which needs to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules, and there is no other matter needs to be brought to the attention of the shareholders of the Company.

(d) Mr. Liu Rongchun

Mr. Liu Rongchun , aged 54, was first appointed as an Executive Director of the Company on 8 April 2005. He holds a Master’s Degree in Aeronautical Engineering and Bachelor’s Degrees in Aeronautical Engineering and Foreign Trading and is a Professional Senior Engineer. He is also a Vice President of CATIC and a Director of Tacko. Mr. Liu had served in the Beijing Aeronautical Manufacturing Technology Research Institute and the PRC Ministry of Aviation Industry; and had served as Vice President of CATIC (USA) Inc. and

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CATIC Beijing Company, and as President of CATIC International Trade and Economic Development Ltd. He has served CATIC since 1986 and has over 32 years of experience in technology, policy research, sales and marketing and corporate management. Mr. Liu has not held any other directorship in listed public companies in the last three years.

There is no service contract between Mr. Liu and the Company. Mr. Liu is not appointed for any specified length of service, but will be subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Bye-laws of the Company. Mr. Liu’s emoluments, which are reviewed and approved by the Remuneration Committee of the Company in accordance with the Company’s remuneration policy in consideration of his duties and responsibilities within the Group, the Group’s performance and profitability and the market benchmark, comprise a director’s fee reviewed by the Board of Directors from time to time pursuant to the power conferred on it at annual general meetings of the Company, and discretionary share options. The director’s fee currently received by Mr. Liu annually amounts to HK$36,000.

Save as disclosed above, Mr. Liu does not hold any other position with the Company or any of its subsidiaries and does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Liu does not have any interest in the shares of the Company within the meaning of Part XV of the SFO.

Save as set out above, there is no other information regarding Mr. Liu which needs to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules, and there is no other matter needs to be brought to the attention of the shareholders of the Company.

(e) Mr. Li Zhaoxi

Mr. Li Zhaoxi , aged 60, was first appointed as an Independent Non-executive Director of the Company on 30 September 2004. He is also a member of the Audit Committee of the Company. Mr. Li holds a Master’s Degree in Business Administration. He is also a Deputy Director and a Senior Research Fellow of the Enterprise Research Institute of the Development Research Center under the State Council of the People’s Republic of China. He has carried out research on corporate reforms and management for over 23 years. Mr. Li has not held any other directorship in listed public companies in the last three years.

There is no service contract between Mr. Li and the Company. Mr. Li is not appointed for any specified length of service, but will be subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Bye-laws of the Company. Mr. Li’s emolument consist of a director’s fee determined in consideration of his duties, experience and responsibilities and is subject to review by the Board of Directors from time to time pursuant to the power conferred on it at annual general meetings of the Company. The director’s fee currently received by Mr. Li annually amounts to HK$60,000.

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Save as disclosed above, Mr. Li does not hold any other position with the Company or any of its subsidiaries and does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Li does not have any interest in the shares of the Company within the meaning of Part XV of the SFO.

Save as set out above, there is no other information regarding Mr. Li which needs to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules, and there is no other matter needs to be brought to the attention of the shareholders of the Company.

(f) Mr. Ma Zhiping

Mr. Ma Zhiping , aged 51, was first appointed as an Executive Director of the Company on 13 January 2006. He holds a Bachelor’s Degree in Material Science and Engineering and is a Professional Senior Engineer. He is also a Vice President of CATIC. Mr. Ma had served CATIC as Associate Director of the Science and Technology Division, Chief Representative of CATIC in France and Manager of the International Cooperation Division. He has worked in the aviation industry for many years and has substantial experience in the area of foreign trade and corporate management. Mr. Ma does not hold any other directorship in listed public companies in the last 3 years.

There is no service contract between Mr. Ma and the Company. Mr. Ma is not appointed for any specified length of service, but will be subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Bye-laws of the Company. Mr. Ma’s emoluments, which are reviewed and approved by the Remuneration Committee of the Company in accordance with the Company’s remuneration policy in consideration of his duties and responsibilities within the Group, the Group’s performance and profitability and the market benchmark, comprise a director’s fee reviewed by the Board of Directors from time to time pursuant to the power conferred on it at annual general meetings of the Company, and discretionary share options. The director’s fee currently received by Mr. Ma annually amounts to HK$36,000.

Save as disclosed above, Mr. Ma does not hold any other position with the Company or any of its subsidiaries and does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Ma does not have any interest in the shares of the Company within the meaning of Part XV of the SFO.

Save as set out above, there is no other information regarding Mr. Ma which needs to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules, and there is no other matter needs to be brought to the attention of the shareholders of the Company.

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(g) Mr. Chu Yu Lin, David, JP, SBS

Mr. Chu Yu Lin, David , aged 64, was first appointed as an Independent Non-executive Director of the Company on 11 May 1999. He is also a member of the Audit Committee and a member of the Remuneration Committee of the Company. Mr. Chu received his Master of Business Administration Degree from Harvard University after Degrees in Electrical Engineering and Management at Northeastern University and was awarded an honorary Doctor of Public Service Degree from Northeastern University. He is currently an Independent Non-executive Director of Chuang’s China Investments Limited, Tidetime Sun (Group) Limited and Jiuzhou Development Company Limited, all of which are companies listed on the Stock Exchange. Mr. Chu worked for a number of sizeable international corporations such as Bank of America, General Electric Co., and Jardine Matherson & Company Limited.

There is no service contract between Mr. Chu and the Company. Mr. Chu is not appointed for any specified length of service, but will be subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Bye-laws of the Company. Mr. Chu’s emolument consist of a director’s fee determined in consideration of his duties, experience and responsibilities and is subject to review by the Board of Directors from time to time pursuant to the power conferred on it at annual general meetings of the Company. The director’s fee currently received by Mr. Chu annually amounts to HK$120,000.

Save as disclosed above, Mr. Chu does not hold any other position with the Company or any of its subsidiaries and does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Chu does not have any interest in the shares of the Company within the meaning of Part XV of the SFO.

Save as set out above, there is no other information regarding Mr. Chu which needs to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules, and there is no other matter needs to be brought to the attention of the shareholders of the Company.

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