09:27     CHINA AEROSPACE<00031>&CASIL TELECOM<01185>-J.Ann&Resume(7)         

    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.   
                                                                              
    As a result of the Group Reorganisation, CALT, through Astrotech, will    
    hold approximately 44.17% equity interest in CASTEL, thus triggering      
    the 30% mandatory offer threshold stipulated under Rule 26.1 of the       
    Takeovers Code. Since CASTEL remains under the effective control of       
    CASC both before and after the Group Reorganisation and there will not    
    be any effective change in control of CASTEL as a result of the Group     
    Reorganisation, a confirmation has been sought from the SFC by UOB Asia   
    (Hong Kong) Limited on behalf of CALT that CALT is not obliged to make    
    a general offer for the shares in CASTEL pursuant to Note 6 to Rule       
    26.1 of the Takeovers Code and the SFC has confirmed in this regard.      
                                                                              
    This announcement is made by CASTEL in compliance with Rule 13.09 of      
    the Listing Rules.                                                        
                                                                              
    Suspension and resumption of trading                                      
                                                                              
    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.                     
                                                                              
    Directors of CASIL and CASTEL                                             
                                                                              
    As at the date of this announcement, the board of directors of CASIL      
    comprises Messrs. Rui Xiaowu, Zhao Liqiang, Zhou Qingquan, Zhao           
    Yuanchang, Wu Hongju and Guo Xianpeng as executive directors, Messrs.     
    Li Jinsheng, Xu Shilong, Chen Dingyi and Chan Ching Har, Eliza as         
    non-executive directors, Messrs. Lee Hung Sang, Chow Chan Lum, Charles    
    and Luo Zhenbang as independent non-executive directors; whereas the      
    board of directors of CASTEL comprises Messrs. Rui Xiaowu, Wang           
    Xiaodong, Zhou Xiaoyun, Han Jiang, Guo Xianpeng and Xu Jian Hua as        
    executive directors, Mr. Ma Yucheng as non-executive director, and        
    Messrs. Zhu Shixiong, Moh Kwen Yung, Yiu Ying Wai and Wong Fai, Philip    
    as independent non-executive directors.                                   
                                                                              
    Terms used in this announcement                                           
                                                                              
    "Astrotech"  Astrotech Group Limited, a company incorporated in the       
    British Virgin Islands with limited liability and a wholly-owned          
    subsidiary of CASIL;                                                      
                                                                              
    "CALT"  China Academy of Launch Vehicle Technology (*), a                 
    legal entity established in the PRC and wholly-owned by CASC;             
                                                                              
    "CASC"  China Aerospace Science and Technology Corporation                
    (*), a State-owned enterprise established in the PRC and the              
    ultimate controlling shareholder of both CASIL and CASTEL;                
                                                                              
    "CASIL"  China Aerospace International Holdings Limited, a company        
    incorporated in Hong Kong with limited liability and the shares of        
    which are listed on the Stock Exchange;                                   
                                                                              
    "CASIL Group"  CASIL and its subsidiaries;                                
                                                                              
    "CASTEL"  CASIL Telecommunications Holdings Limited, a company            
    incorporated in the Cayman Islands with limited liability and the         
    shares of which are listed on the Stock Exchange;                         
                                                                              
    "CASTEL Group"  CASTEL and its subsidiaries;                              
                                                                              
    "CASTEL Share(s)"  ordinary share(s) of HK$0.1 each in the issued share   
    capital of CASTEL;                                                        
                                                                              
    "Completion"  completion of the Sale and Purchase Agreement;              
                                                                              
    "Extraordinary General Meeting"  an extraordinary general meeting of      
    CASIL to be convened for the Independent Shareholders to consider, and    
    if thought fit, approve the Sale and Purchase Agreement;                  
                                                                              
    "Group Reorganisation"  the transfer of the shareholdings of CASTEL as    
    contemplated under the Sale and Purchase Agreement, a reorganization of   
    the listed assets of CASC;                                                
                                                                              
    "Hong Kong"  the Hong Kong Special Administrative Region of the PRC;      
                                                                              
    "Independent  Shareholders"  shareholders of CASIL other than Jetcote