09:25 CHINA AEROSPACE<00031>&CASIL TELECOM<01185>-J.Ann&Resume(2) issued share capital of Astrotech, representing 100% of the existing issued share capital of Astrotech. Astrotech currently holds 449,244,000 CASTEL Shares, representing approximately 44.17% of the existing issued share capital of CASTEL. Upon completion of the Sale and Purchase Agreement, CASIL will no longer hold any direct or indirect equity interest in CASTEL. (b) Shareholder's loan outstanding due from Astrotech to CASIL as at the date of Completion. As at 31 December 2003, the amount of shareholder's loan outstanding from Astrotech to CASIL was US$37,617,369 (approximately HK$293,415,478). Nevertheless, provisions have been made in respect of such shareholder's loan in the previous financial years in the accounts of CASIL. The audited book value of the shareholder's loan was US$12,377,267 (approximately HK$96,542,683) as at 31 December 2003. Consideration and terms The aggregate consideration for the disposal of CASIL's entire equity interest in and the entire shareholder's loan due from Astrotech shall be HK$143,758,081 (with HK$143,758,080 for the equity interest in Astrotech and HK$1 for the shareholder's loan) which will be settled in full in cash upon completion of the Sale and Purchase Agreement. Astrotech does not carry on any business or have any material assets other than its investment in CASTEL. The aforesaid consideration effectively represents a consideration of HK$0.32 per CASTEL Share, which, in turn, represents: (a) a discount of approximately 27.27% to the closing price of HK$0.44 per CASTEL Share as at 21 January 2005 (being the last trading day preceding the release of this announcement); (b) a discount of approximately 21.38% to the average closing price of HK$0.4070 per CASTEL Share for the 10 trading days leading up to and including 21 January 2005; (c) a discount of approximately 21.63% to the average closing price of HK$0.4083 per CASTEL Share for the 30 trading days leading up to and including 21 January 2005; (d) a premium of approximately 75.82% over the adjusted unaudited consolidated net asset value per CASTEL Share of approximately HK$0.182 based on the unaudited consolidated net asset value of the CASTEL Group as at 30 June 2004 (adjusted for the net gain on disposal of properties totalling approximately HK$7,478,000 as announced on 13 October 2004 by CASTEL); (e) a substantial premium of approximately 128.57% over the adjusted unaudited consolidated net tangible asset value per CASTEL Share of approximately HK$0.140 based on the unaudited consolidated net tangible asset value of the CASTEL Group as at 30 June 2004 (adjusted for the net gain on disposal of properties totalling approximately HK$7,478,000 as announced on 13 October 2004 by CASTEL). The terms of the Sale and Purchase Agreement were arrived at after arm's length negotiations between the parties involved, and the aforesaid consideration of approximately HK$0.32 per CASTEL Share was determined with reference to the following factors: (a) the closing price of HK$0.44 per CASTEL Share as at 21 January 2005 (being the last trading day preceding the release of this announcement); (b) the respective average closing prices of HK$0.4070 per CASTEL Share and HK$0.4083 per CASTEL Share for the 10 and 30 trading days' periods up to and including 21 January 2005; (c) the average daily trading volume of the CASTEL Shares for the month of July 2004 up to 21 January 2005, ranging from 0.0428% to 0.1320% of the total issued CASTEL Shares; (d) the adjusted unaudited consolidated net asset value per CASTEL Share of approximately HK$0.182 based on the unaudited consolidated net asset value of the CASTEL Group as at 30 June 2004 (adjusted for the net gain on disposal of properties totalling approximately HK$7,478,000 as announced on 13 October 2004 by CASTEL); (e) the adjusted unaudited consolidated net tangible asset value per CASTEL Share of approximately HK$0.140 based on the unaudited consolidated net tangible asset value of the CASTEL Group as at 30 June 2004 (adjusted for the net gain on disposal of properties totalling