09:37     CHINA AEROSPACE<00031> - Announcement                               

    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                                                              
                                                                              
    Extension of time for fulfillment of conditions precedent                 
    in respect of the disposal of Astrotech                                   
                                                                              
    The time for the fulfillment of the conditions precedent of the Sale      
    and Purchase Agreement regarding the disposal of the Company's entire     
    100% equity interest in and the shareholder's loan due from Astrotech     
    is extended to 30 June 2005.                                              
                                                                              
    Further to the announcements dated 24 January 2005 and 15 March 2005      
    and the circular to shareholders dated 15 February 2005 (the              
    "Circular"), the Board of China Aerospace International Holdings          
    Limited (the "Company") announces that the Company entered into a side    
    letter with CALT on 31 March 2005 to extend the time for fulfillment of   
    all conditions precedent of the Sale and Purchase Agreement to 30 June    
    2005. 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 pursuant to which, the Company agreed to sell, and     
    CALT agreed to purchase, the Company's entire 100% equity interest in     
    and the shareholder's 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.          
                                                                              
    Pursuant to the Sale and Purchase Agreement, the time for fulfillment     
    of all conditions precedent is 31 March 2005 (or such later date 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 the Company in respect of CALT's             
    satisfaction of the fulfillment of all the conditions after its receipt   
    of the notification from the Company of the satisfaction of certain       
    conditions.                                                               
                                                                              
    Please refer to the Circular for details of the conditions precedent of   
    the Sale and Purchase Agreement. The Company is required to fulfill       
    certain conditions precedent. As at the date of this announcement, the    
    Company has obtained independent shareholders' approval in respect of     
    the transaction and is in the process of fulfilling the other             
    conditions precedent, including the obtaining of the required bank        
    consents.                                                                 
                                                                              
    The Side Letter                                                           
                                                                              
    On 30 March 2005, the Company received from CALT a letter requesting      
    for the extension of time for fulfillment of all conditions precedent,    
    in particular, in relation to the obtaining of the approvals from PRC     
    regulatory authorities, from 31 March 2005 to 30 June 2005.               
                                                                              
    The Company has agreed to the extension on 31 March 2005. Save for the    
    extension, all terms and conditions of the Sale and Purchase Agreement    
    remain unchanged.                                                         
                                                                              
    By order of the Board                                                     
    Rui Xiaowu                                                                
    Chairman                                                                  
    Hong Kong, 31 March 2005                                                  
                                                                              
    As of the date of this announcement, the Board of Directors of the        
    Company comprises:                                                        
                                                                              
    Executive Directors   Non-Executive Directors   Independent               
    Non-Executive DirectorsMr. Rui Xiaowu   Mr. Li Jinsheng   Mr. Lee Hung    
    SangMr. Zhao Liqiang   Mr. Xu Shilong   Mr. Chow Chan Lum, Charles        
    Mr. Zhou Qingquan   Mr. Chen Dingyi   Mr. Luo Zhenbang                    
    Mr. Zhao Yuanchang   Ms. Chan Ching Har, Eliza                            
    Mr. Wu Hongju                                                             
    Mr. Guo Xianpeng