Xi’an Haitian Antenna Technologies Co., Ltd. — Proxy Solicitation & Information Statement 2008

Apr 17, 2008

THE 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 to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountants or other professional adviser.

If you have sold all your shares in Xi’an Haitian Antenna Technologies Co., Ltd. *, you should at once hand this circular to the purchaser or transferee 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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西安海天天�科技股份有限公司

XI’AN HAITIAN ANTENNA TECHNOLOGIES CO., LTD.*

(A joint stock limited company incorporated in the People’s Republic of China) (Stock Code: 8227)

SUPPLEMENATAL PRELIMIARY PLACING AGREEMENT AND

RESIGNATION AND APPOINTMENT OF SUPERVISORS

A letter from the Board dated 18 April 2008 is set out on pages 4 to 11 of this circular.

Notices convening the Domestic Shareholders Class Meeting and the H Shareholders Class Meeting to be held on Tuesday, 3 June 2008 at 3:00 p.m. and 3:15 p.m. (or immediately after the conclusion of adjournment of the Domestic Shareholders Class Meeting) respectively and the AGM at 3:30 p.m. (or immediately after the conclusion of adjournment of the H Shareholders Class Meeting) at Meeting Room, Level 4, No.68 Keji San Road, Xi’an National Hi-tech Industrial Development Zone, Xi’an, Shaanxi Province, the People’s Republic of China, together with the reply slip and forms of proxy are enclosed herein.

If you intend to attend the Class Meetings or the AGM, please complete and return the enclosed reply slips and forms of proxy in accordance with the instruction printed thereon as soon as possible, and in any event no later than Tuesday, 13 May 2008 for the reply slips and no later than 24 hours before the time appointed for the meetings or any adjourned meetings thereof for the form of proxy. Completion and return of the forms or proxy will not preclude you from attending and voting at the meetings should you wish to do so.

18 April 2008

* for identification purpose only

CHARACTERISTICS OF GEM

GEM has been established as a market designed to accommodate companies to which a high investment risk may be attached. In particular, companies may list on GEM with neither a track record of profitability nor any obligation to forecast future profitability. Furthermore, there may be risks arising out of the emerging nature of companies listed on GEM and the business sectors or countries in which the companies operate. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

The principal means of information dissemination on GEM is publication on the internet website operated by the Stock Exchange. GEM-listed companies are not generally required to issue paid announcements in gazetted newspapers. Accordingly, prospective investors should note that they need to have access to the GEM website at www.hkgem.com in order to obtain up-to-date information on GEM-listed issuers.

– i –

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
NOTICE OF DOMESTIC SHAREHOLDERS CLASS MEETING . . . . . . . . . . . . . . . . .	12
NOTICE OF H SHAREHOLDERS CLASS MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

– ii –

DEFINITIONS

In this circular, the following expressions shall have the meanings set out below unless the context requires otherwise:

“2007 EGM and Class Meetings”	the extraordinary general meeting and separate
	meeting of holders of H Shares and Domestic Shares
	held on 30 April 2007
“AGM”	the 2008 annual general meeting of the Company
“Board”	the board of Directors
“Class Meetings”	the Domestic Shareholders Class Meeting and the H
	Shareholders Class Meeting
“Company”	Xi’an Haitian Antenna Technologies Co., Ltd.* (西安
	海天天�科技股份有限公司), a joint stock limited
	company incorporated in the PRC and the H shares of
	which are listed on GEM of the Stock Exchange
“CSRC”	China Securities Regulatory Commission (中國證券監
	督管理委員會), the regulatory body responsible for the
	supervision and regulation of the PRC national
	securities market
“Definitive Placing Agreement”	the definitive placing agreement in relation to the
	Placing in a form to be agreed and to be entered into
	by, among other parties (if any), the Company and
	the Joint Placing Agents
“Director(s)”	the director(s) of the Company
“Domestic Shares”	ordinary shares in the share capital of the Company,
	with a nominal value of RMB0.10 each, which are
	subscribed for in Renminbi
“Domestic Shareholders Class	the class meeting of the holders of the Domestic Shares
Meeting”	to be convened by the Company for the purpose of
	approving, among other things, (i) the Supplemental
	Agreement; and (ii) the New Specific Mandate
“GEM”	the Growth Enterprise Market of the Stock Exchange
“GEM Listing Committee”	the listing committee of the board of the Stock
	Exchange with responsible for GEM
“GEM Listing Rules”	the Rules Governing the Listing of Securities on GEM
* for identification purpose only

– 1 –

DEFINITIONS

“H Shareholders Class Meeting”	the class meeting of the holders of the H Shares to be
	convened by the Company for the purpose of
	approving, among other things, (i) the Supplemental
	Agreement; and (ii) the New Specific Mandate
“H Shares”	overseas-listed foreign shares in the share capital of
	the Company, with a nominal value of RMB0.10 each,
	which are listed on GEM and subscribed for and traded
	in Hong Kong dollars
“Hong Kong”	the Hong Kong Special Administrative Region of the
	PRC
“Joint Placing Agents”	Vision Finance (Securities) Limited and SBI E2-Capital
	(HK) Ltd. (formerly known as SBI Cosby Limited)
“Latest Practicable Date”	16 April 2008, being the latest practicable date prior
	to the printing of this circular for ascertaining certain
	information herein
“New H Shares”	not more than 161,764,706 new H Shares to be issued
	under the Placing
“New Specific Mandate”	the specific mandate to be granted to the Directors by
	the Shareholders at the AGM and the Class Meetings
	to issue the New H Shares
“Placing”	the possible placing of the Placing Shares
“Placing Shares”	the New H Shares and the Sale H Shares
“PRC”	the People’s Republic of China
“Preliminary Placing Agreement”	the non-binding preliminary placing agreement dated
	2 March 2007 and entered into between the Company
	and the Joint Placing Agents in relation to the Placing
“Sale H Shares”	such number of H Shares to be converted from the
	equivalent number of State-owned Domestic Shares
	pursuant to the requirements under the Provisional
	Administrative Measures for the Reduction of State-
	owned Shares and the Raising of the Social Security
	Fund (減持國有股籌集社會保障資金管理暫行辦法)
	promulgated by the State Council of the PRC (中國國
	務院) on 12 June 2001 and to be disposed of under the
	Placing, the proceeds of which disposal will be
	transmitted to National Council for Social Securities
	Fund (全國社會保障基金理事會)

– 2 –

DEFINITIONS

“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Share(s)” ordinary share(s) of RMB0.10 each in the share capital of the Company “Shareholders” the holders of shares of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “Supervisor(s)” the supervisor(s) of the Company “Supervisory Committee” the supervisory committee of the Company “Supplemental Agreement” the Supplemental Preliminary Placing Agreement dated 14 April 2008 and entered into between the Company and the Joint Placing Agents “XITIC” Xi’an International Trust & Investment Co., Ltd.* (西 安國際信託投資有限公司 ) “HK$” Hong Kong dollars, the lawful currency of Hong Kong “RMB” Renminbi, the lawful currency of the PRC “%” per cent.

The English name/translations of the companies established in the PRC, relevant authorities in the PRC and other Chinese terms used in this circular are only translations of their official Chinese names. In case of inconsistency, the Chinese names prevail.

– 3 –

LETTER FROM THE BOARD

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西安海天天�科技股份有限公司

XI’AN HAITIAN ANTENNA TECHNOLOGIES CO., LTD.*

(A joint stock limited company incorporated in the People’s Republic of China)

(Stock Code: 8227)

Directors:

Executive Directors Professor Xiao Liangyong (Chairman) Mr. Xiao Bing Mr. Zuo Hong

Non-executive Directors

Mr. Xing Changling Mr. Luo Maosheng Mr. Sun Wenguo Ms. Wang Jing Mr. Li Wenqi

Independent non-executive Directors Professor Gong Shuxi Mr. Lei Huafeng Mr. Qiang Wenyu

Registered office:

No. 66 Jinye Road Xi’an National Hi-tech Industrial Development Zone Xi’an, Shaanxi Province PRC

Principal place of business in Hong Kong:

Rooms 2708-11, West Tower Shun Tak Centre 168–200 Connaught Road Central Hong Kong

18 April 2008

To the Shareholders

Dear Sir or Madam,

SUPPLEMENATAL PRELIMIARY PLACING AGREEMENT AND

RESIGNATION AND APPOINTMENT OF SUPERVISORS

INTRODUCTION

On 14 April 2008, the Company announced it has entered into the Supplemental Agreement with the Joint Placing Agent. Pursuant to the Supplemental Agreement, the Company and the Joint Placing Agents agreed to extend the effective period of the Preliminary Placing Agreement to the date falling 12 months after the Supplemental Agreement is approved by the Shareholders in general meeting and the Class Meetings.

• for identification purpose only

– 4 –

LETTER FROM THE BOARD

The purpose of this circular is to provide you with further information on the Supplemental Agreement, the New Specific Mandate, the resignation and appointment of Supervisors and other additional information as required by the GEM Listing Rules and to give you notices of the AGM and the Class Meetings.

SUPPLEMENTAL PRELIMARY PLACING AGREEMENT

Reference is made to the announcement of the Company dated 5 March 2007 and the circular of the Company dated 15 March 2007 in relation to the Preliminary Placing Agreement.

Pursuant to the Preliminary Placing Agreement, the Joint Placing Agents have agreed to severally procure placees to subscribe for and purchase in aggregate not more than 177,941,177 Placing Shares (comprising 161,764,706 New H Shares and 16,176,471 Sale H Shares) at the placing price to be agreed by the Company and the Joint Placing Agents on a best efforts basis upon the terms and conditions of the Definitive Placing Agreement. The Placing Price will be determined upon execution of the Definitive Placing Agreement, with reference to the average of the closing price of the H Shares for the 15 consecutive trading days before the date of execution of the Definitive Placing Agreement, subject to a discount of not more than 20% but the Placing Price should not in any event be less than the net asset value per H Share based on the Company’s latest published audited net assets. As at 31 December 2007, the net asset value per Share was approximately RMB0.26.

On 14 April 2008, the Company and the Joint Placing Agents entered into the Supplemental Agreement. Pursuant to the Supplemental Agreement, the Company and the Joint Placing Agents agreed to extend the effective period of the Preliminary Placing Agreement to the date falling 12 months after the Supplemental Agreement is approved by the Shareholders in general meeting and the Class Meetings.

Save as supplemented and extended by the Supplemental Agreement, the provisions of the Preliminary Placing Agreement shall remain in full force.

REASONS FOR ENTERING THE SUPPLEMENTAL AGREEMENT

Under the Preliminary Placing Agreement, it will lapse and has no effect on the date falling 6 months after the approval of the CSRC for the issue of the New H Shares and the sale of the Sale H Shares has been obtained. The CSRC granted the required approval on 12 December 2007 and no further approvals in respect of the Placing are required to be obtained from the CSRC. In view of the securities market condition, the Placing has not been taken place. As the Preliminary Placing Agreement will lapse and has no effect on 12 June 2008, the Company entered into the Supplemental Agreement to extend the Preliminary Placing Agreement.

– 5 –

LETTER FROM THE BOARD

POSSIBLE CHANGE IN SHARE CAPITAL AND SHAREHOLDING STRUCTURE

For reference and illustrative purposes only, assuming that (i) the maximum number of the Placing Shares, that is, 177,941,177 Placing Shares, are issued and sold under the Placing, and (ii) there are no other changes in respect of the shareholding structure of the Company prior to the completion of the Placing, the shareholding structure of the Company immediately before and after completion of the Placing will be as follows:

Holder of Domestic Shares or H Shares Domestic Shares Xi’an Tian An Investment Company Limited Xi’an Kaiyuan Holdings Group Company Limited Shenzhen Huitai Investment Development Company XITIC Beijing Holdings Investment Management Co., Ltd. Chen Xiao Bin H Shares Public Placcees – Public	Immediately before completion of the Placing Number of % shares 180,000,000 27.82 100,000,000 15.54 75,064,706 11.60 70,151,471 10.84 54,077,941 8.36 6,000,000 0.93 161,764,706 25.00 – – 647,058,824 100.00	Immediately after completion of the Placing Number of % shares 180,000,000 22.25 100,000,000 12.36 75,064,706 9.28 70,151,471 8.67 37,901,470 4.69 6,000,000 0.74 161,764,706 20.00 177,941,177 22.00 808,823,530 100.00	Immediately after completion of the Placing Number of % shares 180,000,000 22.25 100,000,000 12.36 75,064,706 9.28 70,151,471 8.67 37,901,470 4.69 6,000,000 0.74 161,764,706 20.00 177,941,177 22.00 808,823,530 100.00
			100.00

(Note)

* for identifcation purposes only

Note: The sum of all percentage may not add up to 100% due to rounding discrepancies.

– 6 –

LETTER FROM THE BOARD

USE OF PROCEEDS

Based on the maximum number of the 161,764,706 New H Shares to be issued under the Placing and the indicative placing price of approximately HK$0.32 per New H Share (being a maximum discount of 20% to the average closing price per H Share as quoted on GEM for the 15 consecutive trading days ended on 11 April 2008), the gross proceeds from the placing of the New H Shares are estimated to be approximately HK$52.02 million. It is intended that the net proceeds from the placing of the New H Shares will be applied as follows:

• as to approximately 48% for further investment in production of TD-SCDMA products;

• as to approximately 15% for further empowering of the Group’s research and development capabilities in order to enhance its product portfolio for existing business;

• as to approximately 8% for expansion of international market;

• as to approximately 14% for repayment of bank loans of the Group; and

• as to approximately 15% to be used as the general working capital of the Group.

SPECIFIC MANDATE

The specific mandate granted to the Directors to issue the New H Shares by the Shareholders at the 2007 EGM and Class Meetings will expire on 30 April 2008. Resolutions will be proposed at the AGM and the Class Meetings to approve, among other things, the Supplemental Agreement and the grant of the New Specific Mandate to authorize the Board to determine and deal with at its discretion and with full authority, matters relating to the Placing (including but not limited to the specific timing of the Placing, final number of the New H Shares to be issued, pricing mechanism, final Placing Price and the number and proportion of Placing Shares to be issued and sold to each placee).

APPLICATION FOR LISTING

The Company will apply to the GEM Listing Committee for the listing of and permission to deal in the Placing Shares.

RESIGNATION OF SUPERVISORS

Pursuant to the Articles of Association of the Company, the Supervisory Committee shall be formed by 5 Supervisors, of which 1 shall be representative of Shareholders, 2 shall be representatives of the Company’s staff and 2 shall be independent Supervisors. The Supervisors representing the Shareholders and the independent Supervisors shall be elected by Shareholders in general meeting, while the Supervisors representing the Company’s staff shall be elected democratically by the Company’s staff.

– 7 –

LETTER FROM THE BOARD

The Company was informed that Mr. Yang Jun (楊君先生 ) will resign as Supervisor as XITIC proposes to nominate a candidate in place of him. Ms. Sun Guilian (孫桂蓮小姐 ) and Mr. Mei Jie (梅杰先生) will resign as Supervisors representing the staff of the Company as they no longer worked in the Company.

To the best of the Directors’ knowledge, information and belief having made reasonable enquiry, regarding the resignation of Supervisors, there are no disagreements among the Board or the Supervisory Committee and there are no matters that need to be brought to the attention of the Shareholders.

APPOINTMENT OF SUPERVISORS

The Board proposes the following new appointments to the Supervisory Committee:

• (i) Mr. Bai Fubo (白伏波 ), being representative nominated by XITIC; and

• (ii) Ms. Chen Hua (陳華 ) and Mr. Xu Hao (徐浩 ), being representatives of the Company’s staff.

Set out below are their biographic particulars:

Mr. Bai Fubo (白伏波 ) , aged 50, possesses the qualification of engineer. In 1981 to 1985, he served consecutively as office secretary and deputy office supervisor of Xi’an Sewing Machine Factory (西安縫紉機廠 ). In October 1985 to February 1994, he served as deputy supervisor of technology department of Xi’an First Bureau of the Light Industry (西安市第一輕工業局 ). Since March 1994, he worked in XITIC and served consecutively as office secretary, deputy supervisor of sales department and manager of trust department. Mr. Bai currently serves as deputy general manager of sales department of XITIC.

Ms. Chen Hua (陳華 ) , aged 44, graduated from Shaanxi Radio and TV University (陝西廣播電視大學 ) in 1987. In 1990 to 1991, she completed a self-study bachelor degree in business accounting in Xi’an University of Finance and Economics (西安財經學院 ). In 1992 to 1996, she worked in Shaanxi Wenbo Advertising Co., Ltd. (陝西文博廣告公司 ) as accountant. In 1996 to 1999, she served as finance supervisor of Guangdong Aoxiang Industrial Co., Ltd. (廣東翱翔實業有限公司 ). In 1999 to 2003, she served as finance manager of Xi’an Yixin Industrial Co., Ltd. (西安 怡欣實業有限公司 ). In 2003 to 2006, she served as chief finance officer of Shaanxi Tianditong Communication Development Co., Ltd. (陝西天地通通信發展有限公司 ). Since August 2006, Ms. Chen has served as deputy general manager and chief finance officer of Xi’an Haitian Communication System Engineering Co., Ltd. (西安海天通 信系統工程有限公司).

Mr. Xu Hao (徐浩 ) , aged 37, graduated from Shaanxi Financial Technological College (陝西財政專科學校 ) with a major in finance and possesses the qualification of accountant. In 1994 to 2000, he worked in the finance division of Xi’an Stateowned Tractor factory (國營西安拖拉機製造廠 ). In January 2001 to September 2003,

– 8 –

LETTER FROM THE BOARD

he served as finance supervisor of Xi’an Tianhao Plastic Steel Product Limited Liability Company (西安添好塑鋼製品有限責任公司 ). In October 2003 to February 2005, he served as project manager of Xi’an Pengguang Tax Agent & Bureau Co., Ltd. (西安鵬光稅務師稅務所有限責任公司 ). Since March 2005, Mr. Xu has worked in the finance department of the Company.

Save as disclosed herein and as at the Latest Practicable Date, to the best of the Directors’ knowledge, information and belief having made reasonable enquiry, (i) the above persons have no relationship with any directors, supervisors and senior management or substantial shareholders or controlling shareholders of the Company; (ii) the above persons have no interest in the Shares within the meaning of Part XV of the SFO; and (iii) the above persons do not hold any position with the Company or its subsidiaries and do not have any other directorship held in listed public companies in the last three years.

Save as disclosed herein and as at the Latest Practicable Date, the Company considers that in relation to the appointment of the above persons as Supervisors, there is no information which is discloseable nor are/were the above persons involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

The proposed appointment of Mr. Bai Fubo as Supervisor is subject to (i) the approval by the Shareholders by way of ordinary resolution at the AGM; and (ii) the compliance of Rule 17.50(2) of the GEM Listing Rules. The proposed appointment of Ms. Chen Hua and Mr. Xu Hao as Supervisors representing the staff of the Company is subject to (i) the approval of the staff of the Company; and (ii) the compliance of Rule 17.50(2) of the GEM Listing Rules.

Following the conclusion of the AGM, the Company proposes to enter into a service agreement for a term to be ended on 19 May 2010, being the expiry date of the term of the third session of the Supervisory Committee, with each of the new Supervisors. Resolutions will be proposed at the AGM to authorize the Board to enter into service agreements with the new Supervisors and to fix their remuneration.

It is proposed that the annual remuneration of the new Supervisors is as follows:

Mr. Bai Fubo (白伏波)	RMB6,000
Ms. Chen Hua (陳華)	RMB60,000
Mr. Xu Hao (徐浩)	RMB45,600

– 9 –

LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS

The Company’s register of H Share members will be closed from 3 May 2008 to 3 June 2008 (both days inclusive), during which period no transfer of H Shares will be registered. Holders of H Shares whose names appear on the register of members of the Company at the close of business on 2 May 2008 will be entitled to attend and vote at the AGM and the H Shareholders Class Meeting. In order to qualify to attend and vote at the AGM and the H Shareholders Class Meeting, all instruments of transfer must be delivered to the Company’s registrar of H Share, Computershare Hong Kong Investor Services Limited at Room 1806-7, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on. 2 May 2008.

SHAREHOLDERS’ MEETINGS

The AGM and the Class Meetings will be convened for the purpose of approving, among other things, the Supplemental Agreement, the grant of the New Specific Mandate, the appointment of Supervisors and to authorize the Board to determine and deal with at its discretion and with full authority, matters relating thereto (including but not limited to the specific timing of the Placing, final number of New H Shares to be issued, pricing mechanism, final Placing Price and the number and proportion of Placing Shares to be issued and sold to each placee).

Since no Shareholders or their respective associates has any interests in the Placing and the Supplemental Agreement (other than through their interests in the Company), accordingly, no Shareholders is required to abstain from voting at the AGM and the Class Meetings under the GEM Listing Rules.

Notices of the Domestic Shareholders Class Meeting, the H Shareholders Class Meeting and the AGM to be held on 3 June 2008 at Meeting Room, Level 4, No.68 Keji San Road, Xi’an National Hi-tech Industrial Development Zone, Xi’an, Shaanxi Province, the PRC, are set out on pages 12 to 22 of this circular. The respective reply slips and forms of proxy for use at each of the AGM and the Class Meetings are enclosed. Whether or not you are able to attend (if you are so entitled to) the meetings, you are requested to complete the enclosed reply slips and form of proxy in accordance with the instructions printed thereon and return them to the registered office of the Company at No. 66 Jinye Road, Xi’an National Hi-tech Industrial Development Zone, Xi’an, Shaanxi Province, the PRC (for the holders of Domestic Shares), or the office of the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited of Rooms 1806–07, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for the holders of H Shares) as soon as possible and in any event for the reply slips, on or before 13 May 2008 and the proxy forms, not later than 24 hours before the respective time appointed for the holding the relevant meeting. Completion and return of the relevant forms of proxy will not preclude you from attending and voting in person at the meetings or at any adjourned meetings should you so wish.

– 10 –

LETTER FROM THE BOARD

PROCEDURES TO DEMAND A POLL BY SHAREHOLDERS

Pursuant to the articles of association of the Company, a resolution put to the vote of the general meeting shall be decided on a show of hands unless a poll is (before or after any vote by show of hands) demanded:

• (i) by the chairman of the meeting;

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

• (iii) by any Shareholder or Shareholders (including proxy) who, alone or together, representing one-tenth or more of the total voting rights of all Shareholders having the right to vote at the meeting.

GENERAL

This circular, which for the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made reasonable enquiries, confirm that, to the best of their knowledge and belief, (i) the information contained in this circular is accurate and complete in all material respects and not misleading; (ii) there are no other matters the omission of which would make any statement in this circular misleading; and (iii) all opinions expressed in this circular have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

This circular has been prepared in both English and Chinese. In the case of any discrepancy, the English text prevails.

RECOMMENDATION

The Directors consider that (i) the Supplemental Agreement; (ii) the proposed granting of the New Specific Mandate; and (iii) the appointment of the new Supervisors are in the interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the related resolutions to be proposed at the AGM and the Class Meetings.

Yours faithfully

By order of the Board,

Xi’an Haitian Antenna Technologies Co., Ltd.* Professor Xiao Liangyong

Chairman

– 11 –

NOTICE OF DOMESTIC SHAREHOLDERS CLASS MEETING

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西安海天天�科技股份有限公司

XI’AN HAITIAN ANTENNA TECHNOLOGIES CO., LTD.*

(A joint stock limited company incorporated in the People’s Republic of China)

(Stock Code: 8227)

NOTICE IS HEREBY GIVEN that the class meeting (the “Domestic Shareholders Class Meeting”) of holders of domestic shares (the “Domestic Shares”) of Xi’an Haitian Antenna Technology Company Limited (the “Company”) will be held at 3:00 p.m. on 3 June 2008 at Meeting Room, Level 4, No.68 Keji San Road, Xi’an National Hi-tech Industrial Development Zone, Xi’an, Shaanxi Province, the People’s Republic of China (“PRC”) to consider, if thought fit, pass with or without modifications, the following resolutions as special resolutions:

SPECIAL RESOLUTIONS

1. “ THAT

2. (a) the Supplemental Agreement dated 14 April 2008 in relation to the extension of the effective period of the Preliminary Placing Agreement, a copy of which is produced to the meeting marked “A” and signed by the Chairman of the meeting for the purpose of identification, be and is hereby approved, confirmed and ratified, and all the transactions contemplated under the Supplemental Agreement be and are hereby approved, confirmed and ratified and that the Board be and is hereby authorized to make changes or amendments to the Supplemental Agreement as it may in its absolute discretion deem fit;

3. (b) the Board be and is hereby authorized to implement and take all steps and to do any and all acts and things as may be necessary or desirable to give effect to and/or to complete the Supplemental Agreement and to sign and execute any other documents or to do any other matters incidental thereto and/or as contemplated thereunder.”

* for identification purpose only

– 12 –

NOTICE OF DOMESTIC SHAREHOLDERS CLASS MEETING

1. “ THAT

2. (a) the Board be and is hereby granted a specific mandate to allot and issue additional H Shares in the capital of the Company, which specific mandate can be exercised once or more than once during the Relevant Period, subject to the following conditions:

   • (i) such specific mandate shall not extend beyond the Relevant Period save that the directors of the Board may during the Relevant Period make or grant offers, agreements or options which might require the exercise of such power after the Relevant Period;

   • (ii) the aggregate nominal amount of new H Shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Board pursuant to such specific mandate shall not exceed 25 per cent of all the Company’s existing shares in issue as of the date of this resolution;

   • (iii) the Board shall only exercise their power under such specific mandate in accordance with the applicable laws and regulations of the PRC and the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (as the same may be amended, revised and supplemented from time to time);

3. (b) contingent on the Board resolving to issue H Shares pursuant to sub-paragraph (a) of this resolution, the Board be authorized to:

   • (i) approve, execute and do or procure to be executed and done, all such documents, deeds and things as it may consider necessary in connection with the issue of such new H Shares including (without limitation):

     • (aa) determine the number of new H Shares to be issued;

     • (bb) determine the issue price of the new H Shares by reference to the average of the closing price of the H Shares for the 15 consecutive trading days before the date of execution of the agreement in relation to issue of the new H Shares, subject to a discount of not more than 20% but the issue price should not in any event be less than the net asset value per H Share based on the latest published audited net assets;

     • (cc) determine the use of proceeds of the new issue of H Shares; and

     • (dd) making or granting such offers, agreements and options as may be necessary in exercise of such powers.

– 13 –

NOTICE OF DOMESTIC SHAREHOLDERS CLASS MEETING

• (c) increase the registered capital of the Company in accordance with the actual increase of capital by issuing new H Shares pursuant to sub-paragraph (a) of this resolution, register the increased registered capital with the relevant authorities and make such amendments to the articles of association of the Company as it thinks fit so as to reflect the increase in the registered capital of the Company; and

• (d) make all necessary filings and registrations with the relevant PRC, Hong Kong and/or other authorities.”

For the purpose of the above special resolutions:

• “Board”

means the board of directors of the Company;

• “H Shares”

• means the overseas listed foreign invested shares in the share capital of the Company, with a par value of RMB0.10 each, which are subscribed for and traded in Hong Kong dollars;

• “Relevant Period”

• means the period from the passing of resolution 2 above until the earliest of (i) the expiration of a 12-months period following the passing of resolution 2 above; or (ii) the revocation or variation of the specific mandate by special resolution(s) of the shareholders of the Company in a general meeting or class meeting;

• “Preliminary Placing Agreement”

• means the preliminary placing agreement dated 2 March 2007 entered into between the Company, Vision Finance (Securities) Limited and SBI Crosby Limited; and

• “Supplemental Agreement”

• means the supplemental preliminary placing agreement dated 14 April 2008 entered into between the Company, Vision Finance (Securities) Limited and SBI E2-Capital (HK) Ltd. (formerly known as SBI Cosby Limited).

By order of the Board,

Xi’an Haitian Antenna Technologies Co., Ltd.* Professor Xiao Liangyong

Chairman

Xi’an, the PRC, 18 April 2008

– 14 –

NOTICE OF H SHAREHOLDERS CLASS MEETING

==> picture [86 x 67] intentionally omitted <==

西安海天天�科技股份有限公司

XI’AN HAITIAN ANTENNA TECHNOLOGIES CO., LTD.*

(A joint stock limited company incorporated in the People’s Republic of China)

(Stock Code: 8227)

NOTICE IS HEREBY GIVEN that the class meeting (the “H Shareholders Class Meeting”) of holders of H shares (the “H Shares”) of Xi’an Haitian Antenna Technology Company Limited (the “Company”) will be held at 3:15 p.m. on 3 June 2008 at Meeting Room, Level 4, No.68 Keji San Road, Xi’an National Hi-tech Industrial Development Zone, Xi’an, Shaanxi Province, the People’s Republic of China (“PRC”) to consider, if thought fit, pass with or without modifications, the following resolutions as special resolutions:

SPECIAL RESOLUTIONS

1. “ THAT

2. (a) the Supplemental Agreement dated 14 April 2008 in relation to the extension of the effective period of the Preliminary Placing Agreement, a copy of which is produced to the meeting marked “A” and signed by the Chairman of the meeting for the purpose of identification, be and is hereby approved, confirmed and ratified, and all the transactions contemplated under the Supplemental Agreement be and are hereby approved, confirmed and ratified and that the Board be and is hereby authorized to make changes or amendments to the Supplemental Agreement as it may in its absolute discretion deem fit;

3. (b) the Board be and is hereby authorized to implement and take all steps and to do any and all acts and things as may be necessary or desirable to give effect to and/or to complete the Supplemental Agreement and to sign and execute any other documents or to do any other matters incidental thereto and/or as contemplated thereunder.”

* for identification purpose only

– 15 –

NOTICE OF H SHAREHOLDERS CLASS MEETING

1. “ THAT

2. (a) the Board be and is hereby granted a specific mandate to allot and issue additional H Shares in the capital of the Company, which specific mandate can be exercised once or more than once during the Relevant Period, subject to the following conditions:

   • (i) such specific mandate shall not extend beyond the Relevant Period save that the directors of the Board may during the Relevant Period make or grant offers, agreements or options which might require the exercise of such power after the Relevant Period;

   • (ii) the aggregate nominal amount of new H Shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Board pursuant to such specific mandate shall not exceed 25 per cent of all the Company’s existing shares in issue as of the date of this resolution;

   • (iii) the Board shall only exercise their power under such specific mandate in accordance with the applicable laws and regulations of the PRC and the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (as the same may be amended, revised and supplemented from time to time);

3. (b) contingent on the Board resolving to issue H Shares pursuant to sub-paragraph (a) of this resolution, the Board be authorized to:

   • (i) approve, execute and do or procure to be executed and done, all such documents, deeds and things as it may consider necessary in connection with the issue of such new H Shares including (without limitation):

     • (aa) determine the number of new H Shares to be issued;

     • (bb) determine the issue price of the new H Shares by reference to the average of the closing price of the H Shares for the 15 consecutive trading days before the date of execution of the agreement in relation to issue of the new H Shares, subject to a discount of not more than 20% but the issue price should not in any event be less than the net asset value per H Share based on the latest published audited net assets;

     • (cc) determine the use of proceeds of the new issue of H Shares; and

     • (dd) making or granting such offers, agreements and options as may be necessary in exercise of such powers.

– 16 –

NOTICE OF H SHAREHOLDERS CLASS MEETING

• (c) increase the registered capital of the Company in accordance with the actual increase of capital by issuing new H Shares pursuant to sub-paragraph (a) of this resolution, register the increased registered capital with the relevant authorities and make such amendments to the articles of association of the Company as it thinks fit so as to reflect the increase in the registered capital of the Company; and

• (d) make all necessary filings and registrations with the relevant PRC, Hong Kong and/or other authorities.”

For the purpose of the above special resolutions:

• “Board”

means the board of directors of the Company;

• “H Shares”

• means the overseas listed foreign invested shares in the share capital of the Company, with a par value of RMB0.10 each, which are subscribed for and traded in Hong Kong dollars;

• “Relevant Period”

• means the period from the passing of resolution 2 above until the earliest of (i) the expiration of a 12-months period following the passing of resolution 2 above; or (ii) the revocation or variation of the specific mandate by special resolution(s) of the shareholders of the Company in a general meeting or class meeting;

• “Preliminary Placing Agreement”

• means the preliminary placing agreement dated 2 March 2007 entered into between the Company, Vision Finance (Securities) Limited and SBI Crosby Limited; and

• “Supplemental Agreement”

• means the supplemental preliminary placing agreement dated 14 April 2008 entered into between the Company, Vision Finance (Securities) Limited and SBI E2-Capital (HK) Ltd. (formerly known as SBI Cosby Limited).

By order of the Board,

Xi’an Haitian Antenna Technologies Co., Ltd.* Professor Xiao Liangyong

Chairman

Xi’an, the PRC, 18 April 2008

– 17 –

NOTICE OF ANNUAL GENERAL MEETING

==> picture [86 x 67] intentionally omitted <==

西安海天天�科技股份有限公司

XI’AN HAITIAN ANTENNA TECHNOLOGIES CO., LTD.*

(A joint stock limited company incorporated in the People’s Republic of China)

(Stock Code: 8227)

NOTICE IS HEREBY GIVEN that the annual general meeting (the “AGM”) of Xi’an Haitian Antenna Technology Company Limited (the “Company”) will be held at 3:30 p.m. on 3 June 2008 at Meeting Room, Level 4, No.68 Keji San Road, Xi’an National Hi-tech Industrial Development Zone, Xi’an, Shaanxi Province, the People’s Republic of China (“PRC”) to consider, if thought fit, pass with or without modifications, the following resolutions:

ORDINARY RESOLUTIONS

1. To consider and, if thought fit, to approve the report of the board of directors of the Company (the “Board”) for the year ended 31 December 2007;

2. To consider and, if thought fit, to approve the report of the supervisory committee of the Company for the year ended 31 December 2007;

3. To consider and, if thought fit, to approve the audited consolidated financial statements and the report of the auditors of the Company for the year ended 31 December 2007;

4. To re-appoint SHINEWING (HK) CPA Limited as the Company’s auditors and to authorize the Board to fix their remuneration;

5. To consider and, if thought fit, to approve the appointment of Mr. Bai Fubo (白伏波 ) as the supervisor of the third session of the supervisory committee of the Company for a term commencing from the conclusion of the AGM and ending on 19 May 2010;

6. To authorize the Board to enter into service agreement with Mr. Bai Fubo (白 伏波 ), Ms. Chen Hua (陳華 ) and Mr. Xu Hao (徐浩 ), being new supervisors of the third session of the supervisory committee of the Company, and to fix their remuneration;

* for identification purpose only

– 18 –

NOTICE OF ANNUAL GENERAL MEETING

SPECIAL RESOLUTIONS

1. “ THAT :

2. (a) there be granted to the Board an unconditional general mandate to allot, issue and deal with additional shares in the capital of the Company (the “Shares”), whether domestic shares or H shares, and to make or grant offers or agreements in respect thereof, subject to the following conditions:

   • (i) such mandate shall not extend beyond the Relevant Period (as defined below) save that the Board may during the Relevant Period make or grant offers or agreements which might require the exercise of such powers after the end of the Relevant Period;

   • (ii) the aggregate nominal amount of Shares allotted or agreed conditionally or unconditionally to be allotted by the Board, otherwise than pursuant to any scrip dividends or similar arrangement providing for the allotment of such Shares in lieu of the whole or part of a dividend on such Shares in accordance with the articles of association of the Company, shall not exceed: (aa) 20 per cent of the aggregate nominal amount of domestic shares of the Company in issue; and (bb) 20 per cent of the aggregate nominal amount of H shares of the Company in issue, in each case as at the date of this resolution; and

   • (iii) the Board will only exercise its power under such mandate in accordance with the relevant provisions of the Company Law of the PRC (as amended from time to time) and the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (as amended from time to time) and only if all necessary approvals from the China Securities Regulatory Commission and/or other relevant PRC government authorities are obtained.

For the purposes of special resolution no. 7 above:

• “Board”

means the board of directors of the Company.

• “Relevant Period”

means the period from the passing of this resolution until the earliest of:

• (i) the conclusion of the next annual general meeting of the Company following the passing of this Resolution; or

– 19 –

NOTICE OF ANNUAL GENERAL MEETING

     - (ii) the expiration of the 12-month period following the passing of this resolution; or

     - (iii) the date on which the authority set out in this resolution is revoked or varied by a special resolution of the shareholders of the Company in a general meeting; and

• (b) contingent on the Board resolving to issue Shares pursuant to subparagraph (a) of this resolution, authorize the Board to:

  • (i) approve, execute and do or procure to be executed and done, all such documents, deeds and things as it may consider necessary in connection with the issue of such new shares including, without limitation, the time, price, quantity and place of issue, making all necessary applications to the relevant authorities, entering into an underwriting agreement (or any other agreement);

  • (ii) determine the use of proceeds and make all necessary filing to the relevant authorities in the PRC and/or Hong Kong (if required);

  • (iii) to increase the registered capital of the Company in accordance with the actual increase of capital by issuing shares pursuant to sub-paragraph (a) of this resolution, to register the increased capital with the relevant authorities in the PRC; and

  • (iv) to make such amendments to the articles of association of the Company accordingly as it thinks fit so as to reflect the new capital and/or new capital structure of the Company.”

• “ THAT

• (a) the Supplemental Agreement dated 14 April 2008 in relation to the extension of the effective period of the Preliminary Placing Agreement, a copy of which is produced to the meeting marked “A” and signed by the Chairman of the meeting for the purpose of identification, be and is hereby approved, confirmed and ratified, and all the transactions contemplated under the Supplemental Agreement be and are hereby approved, confirmed and ratified and that the Board be and is hereby authorized to make changes or amendments to the Supplemental Agreement as it may in its absolute discretion deem fit;

• (b) the Board be and is hereby authorized to implement and take all steps and to do any and all acts and things as may be necessary or desirable to give effect to and/or to complete the Supplemental Agreement and to sign and execute any other documents or to do any other matters incidental thereto and/or as contemplated thereunder.”

– 20 –

NOTICE OF ANNUAL GENERAL MEETING

1. “ THAT

2. (a) the Board be and is hereby granted a specific mandate to allot and issue additional H Shares in the capital of the Company, which specific mandate can be exercised once or more than once during the Relevant Period, subject to the following conditions:

   • (i) such specific mandate shall not extend beyond the Relevant Period save that the directors of the Board may during the Relevant Period make or grant offers, agreements or options which might require the exercise of such power after the Relevant Period;

   • (ii) the aggregate nominal amount of new H Shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Board pursuant to such specific mandate shall not exceed 25 per cent of all the Company’s existing shares in issue as of the date of this resolution;

   • (iii) the Board shall only exercise their power under such specific mandate in accordance with the applicable laws and regulations of the PRC and the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (as the same may be amended, revised and supplemented from time to time);

3. (b) contingent on the Board resolving to issue H Shares pursuant to sub-paragraph (a) of this resolution, the Board be authorized to:

   • (i) approve, execute and do or procure to be executed and done, all such documents, deeds and things as it may consider necessary in connection with the issue of such new H Shares including (without limitation):

     • (aa) determine the number of new H Shares to be issued;

     • (bb) determine the issue price of the new H Shares by reference to the average of the closing price of the H Shares for the 15 consecutive trading days before the date of execution of the agreement in relation to issue of the new H Shares, subject to a discount of not more than 20% but the issue price should not in any event be less than the net asset value per H Share based on the latest published audited net assets;

     • (cc) determine the use of proceeds of the new issue of H Shares; and

     • (dd) making or granting such offers, agreements and options as may be necessary in exercise of such powers.

– 21 –

NOTICE OF ANNUAL GENERAL MEETING

• (c) increase the registered capital of the Company in accordance with the actual increase of capital by issuing new H Shares pursuant to sub-paragraph (a) of this resolution, register the increased registered capital with the relevant authorities and make such amendments to the articles of association of the Company as it thinks fit so as to reflect the increase in the registered capital of the Company; and

• (d) make all necessary filings and registrations with the relevant PRC, Hong Kong and/or other authorities.”

For the purpose of special resolution nos. 8 and 9 above:

• “Board”

means the board of directors of the Company;

• “H Shares”

• means the overseas listed foreign invested shares in the share capital of the Company, with a par value of RMB0.10 each, which are subscribed for and traded in Hong Kong dollars;

• “Relevant Period”

• means the period from the passing of resolution 9 above until the earliest of (i) the expiration of a 12-months period following the passing of resolution 9 above; or (ii) the revocation or variation of the specific mandate by special resolution(s) of the shareholders of the Company in a general meeting or class meeting;

• “Preliminary Placing Agreement”

• means the preliminary placing agreement dated 2 March 2007 entered into between the Company, Vision Finance (Securities) Limited and SBI Crosby Limited; and

• “Supplemental Agreement”

• means the supplemental preliminary placing agreement dated 14 April 2008 entered into between the Company, Vision Finance (Securities) Limited and SBI E2-Capital (HK) Ltd. (formerly known as SBI Cosby Limited).

By order of the Board,

Xi’an Haitian Antenna Technologies Co., Ltd.* Professor Xiao Liangyong

Chairman

Xi’an, the PRC, 18 April 2008

– 22 –