10:08 CHINA AEROSPACE<00031> - Announcement (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) ANNOUNCEMENT POLL RESULT OF THE EXTRAORDINARY GENERAL MEETING The Board is pleased to announce that the ordinary resolution to approve the Sale and Purchase Agreement and the transactions contemplated thereafter was duly passed by the Independent Shareholders by way of poll at the EGM held on 15 March 2005. References are made to the announcement of China Aerospace International Holdings Limited (the "Company") dated 24 January 2005 and the circular to its shareholders dated 15 February 2005 (the "Circular") regarding the Sale and Purchase Agreement and the transactions contemplated thereunder. Terms used herein shall have the same meanings as defined in the Circular, unless otherwise stated. The Sale and Purchase Agreement On 22 January 2005, the Company and CALT entered into the Sale and Purchase Agreement for the purposes of effecting the Group Reorganisation. Pursuant to the Sale and Purchase Agreement, the Company agreed to sell, and CALT agreed to purchase, the Company's entire 100% equity interest in and the shareholders loan due from Astrotech, which, in turn, holds 449,244,000 ordinary shares (representing approximately 44.17% equity interest) in CASTEL, for a cash consideration of HK$143,758,081. The entering into of the Sale and Purchase Agreement between the Company and CALT constituted a connected transaction and a discloseable transaction for the Company under the Listing Rules. Poll Result of the Extraordinary General Meeting The Board is pleased to announce that the ordinary resolution to approve the Sale and Purchase Agreement and the transactions contemplated thereafter was duly passed by the Independent Shareholders by way of poll at the Extraordinary General Meeting (the "EGM") held on 15 March 2005 and the voting result is as follows: Number of Votes Cast (Percentage of Total Number of Votes Cast) Total Number Ordinary resolution* For Against of Votes Cast To approve the Sale and Purchase Agreement 4,957,800 18,000 4,975,800 and the transactions contemplated thereunder (99.64%) (0.36%) The resolution was duly passed as ordinary resolution. * The full text of the ordinary resolution was set out in the notice of the EGM dated 15 February 2005. As at the date of the EGM, the total issued share capital of the Company was 2,142,419,902 Shares. The entering into the Sale and Purchase Agreement constituted a connected transaction of the Company in accordance with the Listing Rules given the purchaser is a wholly-owned subsidiary of China Aerospace Science & Technology Corporation, a substantial shareholder of the Company. Accordingly, the six subsidiaries of China Aerospace Science & Technology Corporation, namely Jetcote Investments Limited, Burhill Company Limited, Sin King Enterprises Company Limited, Jet Square Developments International Limited, Star River Assets Limited and Full Power International Limited (which together hold 896,818,664 Shares, representing approximately 41.86% equity interest in the Company), and their respective associates (as defined under the Listing Rules) have abstained from voting at the EGM. A total number of 1,245,601,238 Shares, representing approximately 58.14% of the total issued share capital of the Company were entitled to attend and vote at the EGM. There was no Shareholder who was entitled to attend but was only entitled to vote against the resolution at the EGM.