09:25     CHINA AEROSPACE<00031>&CASIL TELECOM<01185>-J.Ann&Resume(1)         

    The Stock Exchange of Hong Kong Limited takes no responsibility for the   
    contents of this announcement, 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 announcement.                   
                                                                              
      China Aerospace International Holdings Limited                          
      (incorporated in Hong Kong with limited liability)                      
      (stock code: 31)                                                        
                                                                              
    CASIL Telecommunications Holdings Limited                                 
    (incorporated in the Cayman Islands with limited liability)               
    (stock code: 1185)                                                        
                                                                              
      Discloseable and connected transaction                                  
                                                                              
    JOINT ANNOUNCEMENT                                                        
    REGARDING THE PROPOSED TRANSFER BY CHINA AEROSPACE INTERNATIONAL          
    HOLDINGS LIMITED OF ITS ENTIRE 100% EQUITY INTEREST IN AND                
    SHAREHOLDER'S LOAN DUE FROM ASTROTECH GROUP LIMITED (WHICH HOLDS A        
    CONTROLLING INTEREST OF APPROXIMATELY 44.17% IN CASIL                     
    TELECOMMUNICATIONS HOLDINGS LIMITED) TO CHINA ACADEMY OF LAUNCH VEHICLE   
    TECHNOLOGY                                                                
                                                                              
    On 22 January 2005, CASIL and CALT entered into the Sale and Purchase     
    Agreement for the purposes of effecting the Group Reorganisation.         
    Pursuant to the Sale and Purchase Agreement, for an aggregate cash        
    consideration of HK$143,758,081, CASIL agreed to sell, and CALT agreed    
    to purchase, CASIL's entire 100% equity interest in and the entire        
    shareholder's loan due from Astrotech, which, in turn, holds              
    449,244,000 ordinary shares (representing approximately 44.17% equity     
    interest) in CASTEL. Upon completion of the Sale and Purchase             
    Agreement, CASIL will no longer hold any direct or indirect equity        
    interest in CASTEL.                                                       
                                                                              
    As CALT is wholly-owned by CASC, the ultimate controlling shareholder     
    of CASIL, the entering into of the Sale and Purchase Agreement between    
    CASIL and CALT constitutes a connected transaction for CASIL under the    
    Listing Rules and is subject to, among other things, the approval of      
    the Independent Shareholders by way of poll at the Extraordinary          
    General Meeting. The entering into of the Sale and Purchase Agreement     
    also constitutes a discloseable transaction for CASIL under the Listing   
    Rules.                                                                    
                                                                              
    An independent board committee of CASIL will be formed to advise the      
    Independent Shareholders in respect of the terms of the Sale and          
    Purchase Agreement and the recommendation of voting. An independent       
    financial adviser will also be appointed to advise the independent        
    board committee and the Independent Shareholders of CASIL in respect      
    thereof.                                                                  
                                                                              
    A circular containing, among other things, details of the Sale and        
    Purchase Agreement, the recommendation of the independent board           
    committee of CASIL and the letter of advice from the independent          
    financial adviser in respect of the terms of the Sale and Purchase        
    Agreement, and a notice convening the Extraordinary General Meeting       
    will be despatched to the shareholders of CASIL as soon as practicable.   
                                                                              
    This announcement is made by CASTEL in compliance with Rule 13.09 of      
    the Listing Rules.                                                        
                                                                              
    The shares of CASIL and CASTEL were suspended from trading on the Stock   
    Exchange with effect from 9:30 a.m. on 24 January 2005 pending the        
    release of this announcement. Application has been made to the Stock      
    Exchange for the resumption of trading in the shares of CASIL and         
    CASTEL with effect from 9:30 a.m. on 25 January 2005.                     
                                                                              
    The Sale and Purchase Agreement                                           
                                                                              
    Parties                                                                   
                                                                              
    For the purposes of effecting the Group Reorganisation, the Sale and      
    Purchase Agreement dated 22 January 2005 was entered into between the     
    following parties:                                                        
                                                                              
    Vendor:  CASIL                                                            
                                                                              
    Purchaser:  CALT, which is wholly-owned by CASC (which in turn, is the    
    beneficial holder of approximately 41.86% of the issued share capital     
    of CASIL and a substantial shareholder of CASIL                           
                                                                              
    Assets to be disposed of by CASIL to CALT                                 
                                                                              
    (a)  1 ordinary share of US$1.00 each (approximately HK$7.80) in the