09:26     CHINA AEROSPACE<00031>&CASIL TELECOM<01185>-J.Ann&Resume(4)         

    (d)  if required, consent or approvals from lender banks or creditors     
    of subsisting loan agreements or related agreements of the CASIL Group    
    in respect of the disposition of assets under the Sale and Purchase       
    Agreement;                                                                
                                                                              
    (e)  the representations, warranties and undertakings set out in the      
    Sale and Purchase Agreement remaining true and accurate and not           
    misleading in all material respects at all times between the date of      
    Sale and Purchase Agreement and Completion and as at the date of          
    Completion;                                                               
                                                                              
    (f)  CASIL having fulfilled or complied with the necessary terms,         
    undertakings and obligations under the Sale and Purchase Agreement on     
    or before the date of Completion;                                         
                                                                              
    (g)  CASIL having provided CALT with a certificate of good standing       
    issued by the British Virgin Islands Registrar of Companies to CASIL in   
    respect of Astrotech;                                                     
                                                                              
    (h)  CALT having completed its legal due diligence and due diligence in   
    respect of the ownership of the share of Astrotech and the CASTEL         
    Shares to be disposed of, the gearing position, beneficial ownership of   
    assets of material business operation, the legal subsistence and          
    establishment, litigation, taxation, properties of members of the         
    Astrotech and the CASTEL Group and other material aspect of the           
    operations of the CASTEL Group (including compliance of PRC laws and      
    regulations and constitutional documentations in respect of the           
    operations, investments and other related matters of the CASTEL Group     
    in the PRC) and CALT is satisfied that there is no material impediment    
    to the transactions under the Sale and Purchase Agreement;                
                                                                              
    (i)  the CASTEL Shares remaining listed and traded on the Stock           
    Exchange at all times from the date of the Sale and Purchase Agreement    
    to the date of Completion, save for any suspension not exceeding 15       
    consecutive trading days, or such longer period as CALT may accept in     
    writing (temporary suspension under normal circumstances and in respect   
    of the transaction in respect of the Sale and Purchase Agreement          
    excluded);                                                                
                                                                              
    (j)  no indication being received on or before the date of Completion     
    from the Stock Exchange or the SFC to the effect that the listing of      
    the CASTEL Shares on the Stock Exchange will be cancelled or withdrawn    
    as a result of the arrangement under the Sale and Purchase Agreement;     
                                                                              
    (k)  no indication being received on or before the date of Completion     
    from the Stock Exchange by CASTEL complying with Rule 13.24 of and        
    Practice Note 17 to the Listing Rules at all times on or before the       
    date of Completion; and                                                   
                                                                              
    (l)  no events occurring which will adversely affect the listing status   
    of CASTEL on the Stock Exchange.                                          
                                                                              
    All conditions shall be satisfied or otherwise waived by CALT (save for   
    conditions (a) to (d) which may not be waived by the parties) on or       
    before 31 March 2005 (or such other days as the parties may agree in      
    writing). Completion shall take place on the third Business Day after     
    the fulfillment or waiver of the last condition, the issue of a notice    
    by CALT to CASIL in respect of CALT's satisfaction of the fulfillment     
    of all the conditions after its receipt of the notification from CASIL    
    that CASIL has fulfilled conditions (b) to (g) and confirmed the status   
    of conditions (i) to (l). If any of the conditions stated above cannot    
    be fulfilled (or waived by CALT), the Sale and Purchase Agreement shall   
    cease and determine and no party shall have any liability to any other    
    party, save in respect of any antecedent breach.                          
                                                                              
    Use of proceeds                                                           
                                                                              
    CASIL intends to use most of the net proceeds totalling HK$143,758,081    
    from the disposal of its entire 100% equity interest in Astrotech to      
    repay the bank borrowings of the CASIL Group of approximately HK$119      
    million and the rest will be used as working capital.                     
                                                                              
    Shareholding structures                                                   
                                                                              
    The shareholding structures of CASIL and CASTEL before and after the      
    Group Reorganisation are as follows:                                      
                                                                              
    Before Group Reorganisation                                               
                                                                              
    CASC                                                                      
    Public Shareholders                                                       
    Jetcote Investments Limited                                               
    and its subsidiaries                                                      
    CALT