09:57 CASIL TELECOM<01185> - 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. CASIL TELECOMMUNICATIONS HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code :1185) ANNOUNCEMENT FURTHER DELAY IN DESPATCH OF THE CIRCULAR CLARIFICATION OF THE DATE OF EXTRAORDINARY GENERAL MEETING Reference is made to the Announcement in relation to a major transaction of the Company and the Delay Announcement. The despatch of Circular has been postponed to 19 May 2005. The Circular has been sent to the shareholders of the Company on 19 May 2005. Further to the Announcement, the Group has received an undertaking from CALT regarding their provision of financial assistance to the Group subject to the completion of the Sale and Purchase Agreement. The Circular include information of the sufficiency of working capital of the Group, which is reproduced in this announcement. Reference is also made to the notice of EGM published in newspapers on 19 May 2005. The Board has discovered that there are typographical errors regarding the date of extraordinary general meeting. The Board wishes to clarify that the EGM should be held on Monday, 6 June 2005 instead of Friday, 3 June 2005. Notice of the EGM with accurate date has been sent to the shareholders of the Company on 19 May 2005. FURTHER DELAY IN DESPATCH OF CIRCULAR Reference is made to the announcement of the Company dated 18 April 2005 (the "Announcement") in relation to a major transaction of the Company for entering into Sino-foreign joint ventures regarding wind facilities and the announcement of the Company dated 9 May 2005 (the "Delay Announcement") in relation to delay in dispatch of the related circular (the "Circular"). Terms used herein shall have the same meanings as those defined in the Announcement, unless otherwise stated. Pursuant to Rule 14.38 of the Listing Rules, the Circular is required to be despatched to the shareholders of the Company within 21 days after the publication of the Announcement (i.e., on or before 10 May 2005). However, as additional time has been spent in preparing the information regarding working capital for inclusion in the Circular pursuant to the Listing Rules, there was a postponement in the posting of the Circular. The Company has applied for a waiver from the strict compliance with Rule 14.38 of the Listing Rules to despatch the Circular on or before 19 May, 2005. The Circular has been sent to the shareholders of the Company on 19 May 2005. UNDERTAKING RECEIVED FROM CALT Further to the Announcement, the Group has received an undertaking from China Academy of Launch Vehicle Technology ("CALT") on 9 May 2005 regarding their provision of financial assistance to the Group in respect of the funds required for the investment in the Joint Ventures. Pursuant to such undertaking, CALT acknowledged the signing of the Joint Venture Contracts by the Company and promised to support the Group's investment in the Joint Venture. Such undertaking is subject to the completion of the Sale and Purchase Agreement (as defined below) and there is no fix amount of financial assistance specified in the undertaking. On 24 January 2005, the Company and China Aerospace International Holdings Limited ("CASIL") jointly announced that CASIL and CALT entered into a sale and purchase agreement on 22 January 2005 (the "Sale and Purchase Agreement") pursuant to which 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 Group Limited ("Astrotech"), which, in turn, holds 44.17% equity interest in the Company. CALT will become the parent company of Astrotech upon the completion of the Sale and Purchase Agreement. According to the announcement of CASIL dated 31 March 2005, the time for fulfilment of the condition precedent was extended from 31 March 2005 to 30 June 2005. Such condition precedents included, but not limited to, the provision by CALT of all necessary approvals from relevant PRC authorities and the provision by CASIL of all relevant consent letters from the banks and creditors of the Company.