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This Circular Is Important and Requires Your Immediate Attention THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in CATIC Shenzhen Holdings Limited, you should at once hand this circular with the enclosed forms of proxy and confirmation slips to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular. This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for shares or any other securities of the Company. (a joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 00161) VERY SUBSTANTIAL ACQUISITIONS AND CONNECTED TRANSACTIONS INVOLVING ISSUE OF PERPETUAL SUBORDINATED CONVERTIBLE SECURITIES AND POTENTIAL AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND POTENTIAL CONTINUING CONNECTED TRANSACTIONS Financial Adviser to the Company Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders A letter from the Independent Board Committee is set out on pages 100 to 101 of this circular. A letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 102 to 128 of this circular. Notices convening the EGM and the Class Meetings to be held on Wednesday, 8 February 2012 at 10:00 a.m., 11:00 a.m. and 11:30 a.m., respectively at Level 25, Hangdu Building, CATIC Zone, Shennan Road Central, Futian District, Shenzhen, the PRC are set out on pages EGM-1 to EGM-4, HCM-1 to HCM-4, DCM-1 to DCM-4 of this circular. Forms of proxy for use by the Shareholders at the EGM and Class Meetings (or any adjournment thereof) are enclosed with this circular. Whether or not you intend to attend the said meetings, you are requested to complete the respective form of proxy in accordance with the instructions printed thereon and return the same to the legal address of the Company at Level 25, Hangdu Building, CATIC Zone, Shennan Road Central, Futian District, Shenzhen, the PRC (for holders of Domestic Shares) or to the H Share registrar of the Company, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H Shares) as soon as possible and in any event not less than 24 hours before the time appointed for the holding of the relevant meetings. Completion and return of the respective form of proxy will not prevent you from attending and voting in person at the EGM and the Class Meetings (or any adjournment thereof) should you so wish. 23 December 2011 CONTENTS Page DEFINITIONS ................................................... 1 LETTER FROM THE BOARD ....................................... 9 LETTER FROM THE INDEPENDENT BOARD COMMITTEE .............. 100 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER ............. 102 APPENDIX I — FINANCIAL INFORMATION OF THE GROUP ....... I-1 APPENDIX II — FINANCIAL INFORMATION OF THE TARGET GROUP ...................................... IIA-1 APPENDIX III — UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP ...... III-1 APPENDIX IV — PROPERTY VALUATION REPORT OF THE ENLARGED GROUP ...................................... IV-1 APPENDIX V — MANAGEMENT DISCUSSION AND ANALYSIS OF THE GROUP .............................. V-1 APPENDIX VI — MANAGEMENT DISCUSSION AND ANALYSIS OF THE ENLARGED GROUP .................... VI-1 APPENDIX VII — GENERAL INFORMATION ....................... VII-1 NOTICE OF THE EGM ............................................. EGM-1 NOTICE OF THE H SHARES CLASS MEETING ........................HCM-1 NOTICE OF THE DOMESTIC SHARES CLASS MEETING ................DCM-1 –i– DEFINITIONS In this circular, the following expressions have the following meanings unless the context requires otherwise: “2010 Acquisition” the proposed acquisition of certain companies by the Company from AVIC International, Shenzhen Company and Beijing Raise Science Company Limited, respectively, pursuant to three acquisition agreements dated 30 November 2010, details of which are set out in the circular of the Company dated 31 December 2010 “Acquisition Agreement 1” the acquisition agreement entered into between the Company and AVIC International dated 16 November 2011 in relation to the acquisition of the Sale Interests 1 “Acquisition Agreement 2” the acquisition agreement entered into between the Company and Shenzhen Company dated 16 November 2011 in relation to the acquisition of the Sale Interests 2 “Acquisition Agreement 3” the acquisition agreement entered into between the Company and Shenzhen Company dated 16 November 2011 in relation to the acquisition of the Sale Interests 3 “Acquisitions” the acquisitions by the Company of the Sale Interests from the Vendors pursuant to the Agreements “Agreements” the Acquisition Agreement 1, the Acquisition Agreement 2 and the Acquisition Agreement 3 “associate(s)” has the meaning ascribed to it under the Listing Rules “Aviation Industry” Aviation Industry Corporation of China (中國航空工 業集團公司), an enterprise owned by the whole people (全民所有制企業) established in the PRC, and as at the Latest Practicable Date, it held 62.52% of the equity interest in AVIC International –1– DEFINITIONS “AVIC International” AVIC International Holding Corporation (中國航空技 術國際控股有限公司), a limited liability company established in the PRC, as at the Latest Practicable Date, it owned 100% of the equity interest in Shenzhen Company, and its equity interest was owned as to 62.52% by Aviation Industry, 14.31% by Zhong Jin Chuang Xin (Tianjin) Investment Company Limited (中津創新（天津）投資有限公司), 14.31% by National Council for Social Security Fund of the People’s Republic of China and 8.86% by AVIC CCB Aviation Industry Equity Investment (Tianjin) Company Limited) (中航建銀航空產業股權投資（天津） 有限公司) “Bi Te Communication” Shenzhen AVIC Bi Te Communication Technology Company Limited (深圳市中航比特通訊技術有限公司), a limited liability company established in the PRC, and as at the Latest Practicable Date, its equity interest was owned as to 51% by Shenzhen Company, 29% by Zhaoqing City Jin Ye Investment Development Company Limited (肇慶市金葉投資發展有限公司), 10% by Wang Yue (王岳), 9.7% by Xun Wei Kong Jian Information Techonlogy (Beijing) Company Limited (尋味空間信息技術(北京)有限公司), 0.1% by Hu Bin (胡賓), 0.1% by Chen Haitao (陳海濤), 0.05% by He Tao (何濤) and 0.05% by Dong Weihua (董衛華) “Board” the board of Directors “Chengdu Ya Guang” Chengdu Ya Guang Electronic Company Limited (成 都亞光電子股份有限公司), a limited liability company established in the PRC, and as at the Latest Practicable Date, its equity interest was owned as to 55.91% by Shenzhen Company, 14.57% by Chengdu Chuang Xin Risk Investment Company Limited (成都 創新風險投資公司), 8.42% by Zhong Tie Er Ju Group Company Limited (中鐵二局集團有限公司), 2.77% by Yi Chang Ming Ke United Commercial Trading Company Limited (宜昌明科聯合商貿有限公司), 5.35% by Chen Meidong (陳梅冬), 4.47% by Zhou Rong (周蓉), 4.44% by Cai Hongbing (才泓冰), 1.58% by Yang Zhiwen (羊稚文), 1.01% by Peng Dongmei (彭冬梅), 0.84% by Wang Li (王立), 0.11% by Cao Junbo (曹軍波), 0.11% by Wang Zhonglu (王忠祿), 0.11% by Zhang Liguang (張麗光), 0.09% by Li Jiuyin (李久銀), 0.07% by Yang Jian (楊健), 0.07% by He Fang (何放) and 0.07% by Ye Fei (葉飛) –2– DEFINITIONS “Chengdu Ya Guang Associated the subsidiaries and investment companies of Companies” Chengdu Ya Guang, details of which are set out in the paragraph headed “Information of the Target Group” in the section headed “Letter from the Board” in this circular “Class Meetings” the respective class meetings of the holders of H Shares and the holders of Domestic Shares of the Company to be convened and held on Wednesday, 8 February 2012 for the purposes of considering and, if thought fit, approving, among other things, the Acquisitions and the transactions contemplated under the Agreements “Company” CATIC Shenzhen Holdings Limited (深圳中航集團股 份有限公司), a joint stock limited company established in the PRC whose H Shares are listed on the Stock Exchange “connected person(s)” has the meaning ascribed to it under the Listing Rules “Consideration 1” RMB1,311,110,000 (equivalent to approximately HK$1,618,654,321), being the total consideration for the acquisition of the Sale Interests 1 “Consideration 2” RMB637,920,000 (equivalent to approximately HK$787,555,556), being the total consideration for the acquisition of the Sale Interests 2 “Consideration 3” RMB6,328,302,570 (equivalent to approximately HK$7,812,719,222), being the total consideration for the acquisition of the Sale Interests 3 “controlling has the meaning ascribed to it under the Listing Rules shareholder(s)” “Conversion Price” initially RMB3.56 (equivalent to approximately HK$4.40) per Conversion Share (subject to adjustment pursuant to the terms of PSCS) “Conversion Share(s)” the new Domestic Share(s) to be allotted and issued to holders of the PSCS upon the conversion of the PSCS “CSRC” China Securities Regulatory
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