China Aerospace International : Circular (Proposed general mandates to issue shares and repurchase securities, re-election of directors and notice of annual general meeting)

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.‌‌‌‌

If you have sold all your shares in China Aerospace International Holdings Limited, you should at once hand this document and the accompanying 2016 Annual Report and the form of proxy to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

If you are in any doubt as to any aspect of this document or as to any action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisers.

CHINA AEROSPACE INTERNATIONAL HOLDINGS LIMITED

中 國 航 天 國 際 控 股 有 限 公 司

(Incorporated in Hong Kong with limited liability)

(Stock code: 31)

PROPOSED GENERAL MANDATES

TO ISSUE SHARES AND REPURCHASE SECURITIES, RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of China Aerospace International Holdings Limited to be held at The Salon One, First Floor, Harbour Grand Kowloon, 20 Tak Fung Street, Hung Hom, Kowloon, Hong Kong at 10 : 30 a.m. on Wednesday, 31 May 2017 is set out on pages 14 to 18 of this document.

Whether or not you are able to attend the Annual General Meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's share registrar, Tricor Standard Limited of Level 22, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not later than 10 : 30 a.m., Saturday, 27 May 2017. Completion of a form of proxy will not preclude you from attending and voting at the Annual General Meeting in person if you so wish.

27 April 2017

Page

Definitions ....... ....... ........ ....... ....... ........ ....... ........ ....... ....... 1

Letter from the Board

Introduction . ....... ........ ....... ....... ........ ....... ........ ....... ....... 3

General Mandates to Issue Shares and Repurchase Securities .... ....... ....... 4 Re-Election of Directors .... ....... ....... ........ ....... ........ ....... ....... 4

Final Dividend ..... ........ ....... ....... ........ ....... ........ ....... ....... 5

Voting Procedure ... ........ ....... ....... ........ ....... ........ ....... ....... 5

Recommendation ... ........ ....... ....... ........ ....... ........ ....... ....... 5

Annual General Meeting ... ....... ....... ........ ....... ........ ....... ....... 6

Appendix 1 - Explanatory Statement on the Repurchase Proposal .. ....... ....... 7

Appendix 2 - Details of Directors Proposed to be Re-elected 10

Notice of Annual General Meeting 14

In this document, the following expressions have the following meanings, unless the context requires otherwise:

''Annual General Meeting''

the annual general meeting of the Company to be held at 10 : 30

a.m. on Wednesday, 31 May 2017, the notice of which is set out on pages 14 to 18 of this circular;

''Board'' the Board of Directors;

''Company'' China Aerospace International Holdings Limited, a company incorporated in Hong Kong with limited liability, the securities of which are listed on the Stock Exchange;

''Companies Ordinance''

the Companies Ordinance (Cap. 622 of the laws of Hong Kong);

''Directors'' the directors of the Company;

''HK$'' Hong Kong dollars;

''Hong Kong'' the Hong Kong Special Administrative Region of the People's Republic of China;

''Latest Practicable Date''

19 April 2017, being the latest practicable date prior to the printing of this document for ascertaining certain information referred to in this document;

''Listing Rules'' the Rules Governing the Listing of Securities on the Stock Exchange;

''Register'' the Register of Members of the Company;

''Registrar'' the Company's share registrar, Tricor Standard Limited, of Level 22, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong;

''Repurchase Proposal'' the general and unconditional mandate proposed to be granted to the Directors to empower the Directors to repurchase Shares, details of which are set out in the section headed ''General Mandates to Issue Shares and Repurchase Securities'';

''SFO'' the Securities and Futures Ordinance (Cap. 571 of the laws of Hong Kong);

''Share(s)'' share(s) in the share capital of the Company;

''Shareholders'' holders of Shares;

''Stock Exchange'' The Stock Exchange of Hong Kong Limited; and ''Takeovers Code'' the Hong Kong Code on Takeovers and Mergers.