SHENZHEN INTERNATIONAL HOLDINGS LIMITED (Incorporated in Bermuda with Limited Liability) (Stock Code: 152)

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.

This announcement is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

SHENZHEN INTERNATIONAL HOLDINGS LIMITED (incorporated in Bermuda with limited liability) (Stock Code: 152)

(1) DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO THE ACQUISITION OF 100% EQUITY INTEREST IN SHENZHEN BAO TONG HIGHWAY CONSTRUCTION AND DEVELOPMENT LIMITED AND THE ISSUE OF CONVERTIBLE BOND PURSUANT THERETO

(2) FURTHER DISPOSAL OF SHARES IN CSG HOLDING CO., LTD.

(3) RESUMPTION OF TRADING

Financial adviser to the Company

(1) DISCLOSEABLE AND CONNECTED TRANSACTION - THE BAOTONG ACQUISITION AND ISSUE OF THE CONVERTIBLE BOND

The Board is pleased to announce that on 16 October 2007, the Company and Yibin, a wholly-owned subsidiary of the Company, entered into the Baotong Agreement with Shenzhen SASAC and SIHCL, pursuant to which Yibin has conditionally agreed to acquire 100% of the registered capital of Baotong Company at a consideration of RMB1,670,577,710 (approximately HK$1,727,500,000). The only major investment of Baotong Company is an 89.93% equity interest in Longda Company, which is principally engaged in the operation and management of Longda Expressway (龍大高速公路 ) in Shenzhen.

Longda Expressway (Longhua, Shenzhen - Dalingshan, Dongguan) is an asphalt-paved, dual six-lane expressway measuring 28.2 kilometres. Longda Expressway is one of the major exit routes from Shenzhen to Dongguan and the Pearl River Delta. It is another distributor road running from south to north between Shenzhen and Dongguan after the

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Guangzhou-Shenzhen Expressway and the Dongguan-Shenzhen Expressway, and is being labelled as the “Second Guang-Shen Highway”. The average daily toll traffic and toll revenues of Longda Expressway for the year ended 31 December 2006 were approximately 23,000 vehicles and RMB183,000 respectively, and those for the six months ended 30 June 2007 were approximately 47,000 vehicles and RMB572,000 respectively.

The consideration of the Baotong Acquisition will be fully satisfied by the issue of a zero- coupon and three years convertible bond by the Company to SIHCL with a conversion price of HK$1.20 per Share.

REASONS AND BENEFITS FOR THE BAOTONG ACQUISITION

With the support of Shenzhen SASAC and the Shenzhen Municipal Government, the Group has been actively seizing the opportunities to enhance its logistics business by acquiring an 89.93% equity interest in Longda Company through the acquisition of the entire equity interest in Baotong Company. The Baotong Acquisition is in line with the overall strategic objectives of the Company in investing in quality logistics related business and infrastructure projects. The Directors consider that the Baotong Acquisition present a viable business opportunity to acquire high-quality expressway and will provide decent investment returns to the Group. In particular, upon completion of the Baotong Acquisition, the Group will hold an indirect stake of 89.93% in Longda Company, the financial statements of which will be consolidated into the Group and further strengthen the financial position of the Company.

In addition, it is expected that the cashflow position, profitability and return for Shareholders of the Company will be further enhanced from the decent investment returns of Longda Expressway. The Baotong Acquisition will further reinforce the Group’s leading position in the logistics industry in Shenzhen City.

REGULATORY IMPLICATIONS

The Baotong Acquisition and the issue of the Convertible Bond pursuant thereto constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules and also a connected transaction of the Company under Chapter 14A of the Listing Rules and is subject to the approval of the Independent Shareholders by way of poll at the SGM.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

The Company has formed the Independent Board Committee comprising all the independent non-executive Directors to advise the Independent Shareholders with respect to the Baotong Acquisition and the issue of the Convertible Bond. South China Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Baotong Acquisition and the issue and allotment of Conversion Shares.

GENERAL

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the Independent Financial Adviser and a notice convening the SGM will be despatched to the Shareholders as soon as practicable in accordance with the requirements of the Listing Rules.

(2) FURTHER DISPOSAL OF CSG A SHARES

The Directors wish to announce that as at 16 October 2007, the Group had disposed of an aggregate of 63,638,756 CSG A Shares. As a result of the Disposal, the Group records a gain before taxation of approximately HK$1,265.5 million for the financial year ending 31 December 2007.

(3) RESUMPTION OF TRADING

At the request of the Company, trading in the Shares on the Stock Exchange was suspended from 9:30 a.m. on 16 October 2007. Application has been made by the Company for the resumption of trading in the Shares on the Stock Exchange with effect from 9:30 a.m. on 17 October 2007.

THE BAOTONG AGREEMENT

Date

16 October 2007

Parties

(1) Shenzhen SASAC, as vendor

(2) SIHCL

(3) Yibin, as purchaser

(4) the Company

Asset to be acquired

100% equity interest in the registered capital of Baotong Company

The 100% equity interest in Baotong Company to be acquired pursuant to the Baotong Acquisition includes all rights attached thereto, namely all dividends and distributions declared, payable, made or agreed to be made or paid thereon or in respect thereof on or after 31 July 2007.

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As at the date of this announcement, the only major investment of Baotong Company is its 89.93% shareholding in Longda Company, which is principally engaged in the operation and management of Longda Expressway(龍大高速公路) in Shenzhen.

Information of Longda Expressway

Longda Expressway (Longhua, Shenzhen - Dalingshan, Dongguan) is an asphalt-paved, dual six-lane expressway measuring 28.2 kilometres. It originates from Longhua, Shenzhen and links up with Bulong Class I Highway and the under-construction Fulong Freeway. It also intersects with Jihe Expressway, passing through Shiyan (石岩), Guangming (光明), Gongming (公明), Songgang (松崗) and ending at Dalingshan, Dongguan. It connects with Chenghu Expressway (常虎高速) (Chengping – Humen) in Dongguan. Longda Expressway is divided into Shenzhen and Dongguan sections. The Shenzhen section (with a total length of 24.51 kilometres) and Dongguan section (with a total length of 3.69 kilometres) commenced operations on 30 September 2005 and 12 January 2007 respectively. Longda Expressway is one of the major exit routes from Shenzhen to Dongguan and the Pearl River Delta. It is another distributor road running from south to north between Shenzhen and Dongguan after the Guangzhou-Shenzhen Expressway and the Dongguan-Shenzhen Expressway, and is being labelled as the “Second Guang-Shen Highway”.

The opening of Longda Expressway is a significant achievement of the highway networks referred to as “One Horizontal Running Highway, Eight Vertical Running Highways” and “Seven Horizontal Running Highways, Thirteen Vertical Running Highways” in Shenzhen. Its full operation effectively releases the transportation pressure on the distributor roads including Guangzhou-Shenzhen Expressway, 107 National Highway and Songyuan-Baishan Class 1 Highway (松白一級公路), and improve the transportation network structure of northwest Shenzhen, and is of significance in the continuous and steady economic development of the regional community.

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Longda Expressway was granted a concession period of 22 years commencing from October 2005. Since commencement of operation in the fourth quarter of 2005, Longda Expressway has recorded significant growth in terms of traffic flows and toll revenue. The average daily toll traffic and toll revenues of Longda Expressway for the year ended 31 December 2006 were approximately 23,000 vehicles and RMB183,000 respectively, and those for the six months ended 30 June 2007 were approximately 47,000 vehicles and RMB572,000 respectively.

Consideration

The consideration of the Baotong Acquisition is RMB1,670,577,710 (approximately HK$1,727,500,000), which will be fully satisfied by the issue of the Convertible Bond by the Company to SIHCL with a conversion price of HK$1.20 per Share. The Convertible Bond will be issued on the date the business register of Baotong Company is duly amended upon completion of the Baotong Acquisition.

The consideration of the Baotong Acquisition was determined after arm’s length negotiation between the parties, with reference to, among other things, the valuation commissioned by SIHCL and conducted by an independent PRC valuer attributable to 100% interest of Baotong Company, such valuation as at 31 July 2007 amounts to RMB400,550,200 (approximately HK$414,133,788) and the capital injection made by Shenzhen SASAC on 13 September 2007, details of which are set out in note 2 to the financial information under the heading “Information on Baotong Company”.

The original cost of investment of the 100% equity interest in Baotong Company of Shenzhen SASAC or its affiliates was RMB1,533.8 million.

The Directors consider that the terms of the Baotong Agreement are fair and reasonable so far as the Company and the Shareholders are concerned and are in the interests of the Shareholders as a whole.

Conditions precedent

The conditions precedent for completion of the Baotong Acquisition are set out below:

1. there being no material adverse change to Baotong Company from the date of the Baotong Agreement to the date of completion of the Baotong Acquisition, save and except matters in relation to Baotong Company previously notified to Yibin and accepted by Yibin in writing;

2. the passing of an ordinary resolution by the Independent Shareholders by way of poll at the SGM to approve:

(a) the Baotong Agreement and the transactions contemplated therein in compliance with the Listing Rules; and

(b) the issue of the Convertible Bond;

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3. where applicable, all necessary consents being obtained from the Stock Exchange;

4. approval being obtained from the Stock Exchange for the listing of the Conversion Shares to be issued upon the exercise of the conversion rights attaching to the Convertible Bond; and

5. (if required) the approval of the Bermuda Monetary Authority having been obtained in relation to the issue of the Convertible Bond and the Conversion Shares.

Yibin may waive the condition precedent described in 1. above.

If the above conditions precedent are not fulfilled within 3 months of the date of the Baotong Agreement or such other date as may be agreed between the parties to the Baotong Agreement, the Baotong Agreement shall forthwith become null and void and cease to have any effect whatsoever and neither party shall have any claims against the other (save for any antecedent breach).

Application for the amendment of business register of Baotong Company will be made to the relevant PRC authority on the date of fulfilment of the conditions precedent set out above.

Completion of the Baotong Acquisition

Completion of the Baotong Acquisition shall take place upon the due amendment of business register of Baotong Company by the relevant PRC government authority in respect of the Baotong Acquisition.

THE CONVERTIBLE BOND

The Convertible Bond will not be listed and the holder of the Convertible Bond has no voting rights in the Company. The principal terms of the Convertible Bond are summarised below:

Principal amount: HK$1,727,500,000

Interest rate: Non-interest bearing

Maturity date: 3 years after the date of issue. To the extent that the Convertible Bond has not been previously converted, the Company shall repay the remaining outstanding principal amount of the Convertible Bond on the maturity date.

Conversion period: The Convertible Bond is convertible in part or in whole into new Shares at any time during the period commencing from the date it takes effect up to but excluding the maturity date.

The Convertible Bond shall take effect upon the due amendment of business register of Baotong Company by the relevant PRC government authority in respect of the Baotong Acquisition.

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Conversion price: HK$1.20 per Share. (subject to adjustment), equivalent to 10.80% over the average daily closing price of the Share for the past thirty trading days immediately prior to the date of signing of the Baotong Agreement.

Conversion Shares: The Conversion Shares will be issued free from any encumbrances or third party rights of any kind and will rank pari passu in all respects with the existing issued shares together with all rights to dividends and other often distribution declared, made or paid on or after the date on which SIHCL is entered into the Company’s register of Shareholders as holder of the relevant Conversion Shares.

Transferability: Transferable only if the following conditions are satisfied: (i) the Company gives written approval for the transfer; (ii) the intended transferees agrees to comply with the terms of the Convertible Bond; and (iii) all the applicable laws and regulations are complied with.

Repayment: At the maturity date, Shenzhen SASAC has the right to require the Company to repay all the then outstanding principal amount of the Convertible Bond at 100 per cent of such principal amount without charging any interest.

The Conversion Shares which fall to be issued assuming full conversion of the Convertible Bond will represent:

(1) approximately 10.16% of the existing share capital of the Company; and

(2) approximately 9.22% of its issued share capital as enlarged by the issue of the Conversion Shares.

The issue and allotment of the Conversion Shares pursuant to the Possible Conversion would constitute a connected transaction of the Company under Chapter 14A of the Listing Rules and is subject to the approval of the Independent Shareholders at the SGM. An application will be made for the listing of the Conversion Shares to be issued upon the exercise of the conversion rights attaching to the Convertible Bond.

The conversion price of the Convertible Bond represents:

(1) a premium of approximately 10.80% to the average daily closing price of HK$1.083 per Share as quoted on the Stock Exchange for the last 30 trading days up to and including 15 October 2007;

(2) a premium of approximately 1.87% to the average daily closing price of HK$1.178 per Share as quoted on the Stock Exchange for the last 10 trading days up to and including 15 October 2007; and

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(3) a premium of approximately 1.69% to the closing price of HK$1.18 per Share as quoted on the Stock Exchange on 15 October 2007.

Application for listing

No application will be made for the listing of, or permission and deal in, the Convertible Bond on the Stock Exchange or any other stock exchange. The Company will apply to Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Conversion Shares which may fall to be allotted and issued upon the exercise of the Conversion Rights.

Conversion of the Convertible Bond

The total number of issued Shares as at the date of this announcement is 14,172,191,975 and Shenzhen SASAC and its subsidiaries are holding 5,740,473,225 Shares (approximately 40.51% of the issued capital of the Company). Assuming no additional Shares will be issued before the Possible Conversion is fully implemented, when the Convertible Bond is fully converted, SIHCL will be issued 1,439,583,333 new Shares. The table below shows the shareholding structure of the Company immediately before and after the completion of the Possible Conversion (assuming no additional Shares will be issued before the Possible Conversion is fully implemented and the Possible Conversion is implemented in full):

Name of Shareholding immediately before Shareholding immediately after Shareholders the completion of the Possible the completion of the Possible Conversion in full Conversion in full Shares % Shares % Shenzhen 5,740,473,225 40.51 7,180,056,558 45.99 SASAC and its subsidiaries Other 8,431,718,750 59.49 8,431,718,750 54.01 Shareholders 14,172,191,975 100.00 15,611,775,308 100.00

INFORMATION ON BAOTONG COMPANY

Baotong Company is a wholly-owned subsidiary of Shenzhen SASAC. The sole investment of Baotong Company is a 89.93% shareholding in Longda Company. Longda Company is principally engaged in the operation and management of Longda Expressway.

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The consolidated financial information of Baotong Company prepared in accordance with PRC accounting standards are summarised in the table below:

For the six months ended 30 June For the year ended 31 December RMB’000 2007 2006 2005 (unaudited) (audited) (audited)

Turnover 108,272 70,998 13,636 Profits/(loss) before taxation 28,682 2,842 (3,276) Profits/(loss) after taxation 26,918 2,842 (3,276)

As at 30 June As at 31 December RMB’000 2007 2006 2005 (unaudited) (audited) (audited)

Total assets (Note 1) 1,478,236 1,257,959 1,147,091 Total liabilities 1,286,310 1,006,033 889,265 Total equity (Note 2) 191,926 251,926 257,826

Note 1: Total assets as at 30 June 2007 mainly comprise operating rights of Longda Expressway amounted to RMB1,214 million Note 2: On 13 September 2007, a cash amount of RMB1,250 million was injected into Baotong Company by Shenzhen SASAC as additional share capital. The injection of the additional capital is intended to repay bank loans of Baotong Company and Longda Company totaling approximately RMB1,250 million.

REASONS AND BENEFITS FOR THE BAOTONG ACQUISITION

The Shenzhen Municipal Government launched a reorganisation and reform of all business units owned by government departments in Shenzhen City in July 2006. Over 300 state- owned business units have been transferred to Shenzhen SASAC and included certain premium expressways and logistics infrastructure projects which business are similar to the core logistics business of the Group. With the support of Shenzhen SASAC and the Shenzhen Municipal Government, the Group has been actively seizing the opportunities to enhance its logistics business by acquiring an 89.93% equity interest in Longda Company through the acquisition of the entire equity interest in Baotong Company. The Baotong Acquisition is in line with the overall strategic objectives of the Company in investing in quality logistics related business and infrastructure projects.

Longda Expressway is a major highway in Shenzhen to Dongguan and the Pearl River Delta Region and is being labelled as the “Second Guang-Shen Highway”. It has commenced operation for 2 years and has passed the traffic cultivation period and enters into the growth period of toll road. With the opening of Fulong Freeway by the end of 2007, Longda Expressway will be directly linked to the central business district of Shenzhen and it is expected that its traffic volume will increase significantly as a result. The Directors consider that the Baotong Acquisition present a viable business opportunity to acquire high-quality

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expressway and will provide decent investment returns to the Group. Upon completion of the Baotong Acquisition, the Group will hold an indirect stake of 89.93% in Longda Company, the financial statements of which will be consolidated into the Group and further strengthen the financial position of the Company.

In addition, it is expected that the cashflow position, profitability, returns for Shareholders and market share in logistic infrastructure assets in Shenzhen of the Company will be further enhanced. The Baotong Acquisition will also reinforce the Group’s leading position in the logistics industry in Shenzhen City.

The consideration of the Baotong Acquisition will be fully satisfied by the issue of the Convertible Bond. The Directors consider that the issue of the Convertible Bond is an appropriate means of financing the Baotong Acquisition since it will not impose an immediate cash outflow effect and immediate dilution on earning-per-share (“EPS”) of the Company. Further, the Directors expect that any potential dilution on EPS resulted from the issue and allotment of the Conversion Shares pursuant to the Possible Conversion shall be mitigated by future earnings contributed from Longda Company.

INFORMATION ON SHENZHEN SASAC

Shenzhen SASAC is a special government body directly under the supervision of Shenzhen Municipal Government. Pursuant to the authorisation of Shenzhen Municipal Government, Shenzhen SASAC, on behalf of Shenzhen Municipal Government, performs the duties as the investor of state-owned enterprises at municipal level and state-owned assets as well as supervises and manages state-owned assets as permitted by law.

INFORMATION ON SIHCL

SIHCL is a limited liability company incorporated in the PRC and is wholly-owned by Shenzhen SASAC. The principal activities of SIHCL are investment holding of state-owned enterprises in Shenzhen and to engage in other businesses as authorised by Shenzhen SASAC.

INFORMATION ON THE GROUP

The Company is an investment holding company. The Group is principally engaged in the provision of logistics infrastructure and ancillary services as well as investment, operation and management of related assets and projects.

REGULATORY IMPLICATIONS

The Baotong Acquisition and the issue of Convertible Bond pursuant thereto constitute a discloseable transaction of the Company under Chapter 14 of the Listing Rules. As Shenzhen SASAC indirectly holds, through SIHC and its subsidiaries, approximately 40.56% shareholding interest in the Company and 100% equity interests in Baotong Company, Shenzhen SASAC is a connected person of the Company under the Listing Rules, hence the Baotong Acquisition and the issue of Convertible Bond pursuant thereto also constitute a connected transaction of the Company under Chapter 14A of the Listing Rules and is subject to the approval of the Independent Shareholders by way of poll at the SGM. Shenzhen

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SASAC, SIHC (and its subsidiaries) and their respective associates will abstain from voting at the SGM to approve the Baotong Agreement and the transactions contemplated therein.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

South China Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Baotong Acquisition and the issue and allotment of Conversion Shares.

GENERAL

A circular containing, among other things, details of the Baotong Acquisition and the issue of the Convertible Bond, the recommendation from the Independent Board Committee in relation to the Baotong Acquisition and the issue of the Convertible Bond, the opinion from the Independent Financial Adviser and a notice convening the SGM will be despatched to the Shareholders as soon as practicable in accordance with the requirements of the Listing Rules.

(2) FURTHER DISPOSAL OF CSG A SHARES

The Directors wish to announce that as at 16 October 2007, the Group had disposed of an aggregate of 63,638,756 CSG A Shares through the bidding price system on the Shenzhen Stock Exchange at an average selling price of RMB21.45 per CSG A Share. The highest and lowest selling prices per CSG A Share were RMB27.7 and RMB16.5 respectively. As a result of the Disposal, the Group records a gain before taxation of approximately HK$1,265.5 million for the financial year ending 31 December 2007.

As the Disposal was carried out under the bidding price system, the Directors are not aware of the identities of the buyers of such CSG A Shares. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the Directors are not aware the buyers and the ultimate beneficial owners of the buyers are connected persons of the Company.

After the Disposal, the Group beneficially owned 155,381,005 CSG A Shares, representing approximately 13.08% shares in the total issued share capital of CSG. After the Disposal, a total of 37,907,556 CSG A Shares held by the Group were freely tradable on the Shenzhen Stock Exchange (representing approximately 3.19% shares in the total issued share capital of CSG and 24.40% interest of the Group held in CSG), an aggregate of 101,546,312 CSG A Shares held by the Group will be freely tradable on the Shenzhen Stock Exchange by 24 May 2008 and 15,927,137 CSG A Shares held by the Group will be freely tradable on the Shenzhen Stock Exchange by 24 May 2009.

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(3) RESUMPTION OF TRADING

DEFINITIONS

“associates” has the meaning ascribed thereto under the Listing Rules

“Baotong Acquisition” the acquisition of 100% of the registered capital in Baotong Company by Yibin in accordance with the terms and conditions of the Baotong Agreement

“Baotong Agreement” the conditional agreement dated 16 October 2007 entered into, inter alia, between Yibin as the purchaser and Shenzhen SASAC as the vendor in relation to 100% of the registered capital in Baotong Company more particularly set out under the paragraph headed “the Baotong Agreement” herein

“Baotong Company” 深圳市寶通公路建設開發有限公司 (Shenzhen Bao Tong Highway Construction and Development Limited), a limited liability company incorporated in the PRC and is wholly-owned by Shenzhen SASAC

“Board” the board of Directors

“Company” Shenzhen International Holdings Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Stock Exchange

“connected person” has the meaning ascribed thereto under the Listing Rules

“Conversion Right(s)” the right(s) of the holder of the Convertible Bond to convert the whole or part of the outstanding principal amount of the Convertible Bond into Shares subject to the terms and conditions of the Convertible Bond.

“Conversion Share(s)” the Share(s) to be issued upon conversion of the Convertible Bond

“Convertible Bond” the convertible bond to be issued by the Company to SIHCL in an aggregate principal amount of HK$1,727,500,000 with an initial conversion price of HK$1.20 per Conversion Share

“CSG＂中國南玻集團股份有限公司 (CSG Holding Co., Ltd.), a joint stock limited company incorporated in the PRC with limited liability, whose A shares and B shares are listed on the Shenzhen Stock Exchange

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“CSG A Shares” domestic A shares of CSG subscribed in RMB, issued in the PRC and listed on the Shenzhen Stock Exchange

“Directors” directors of the Company

“Disposal” the disposal of an aggregate of 63,638,756 CSG A Shares by the Group

“Group” the Company, its subsidiaries, jointly controlled entities and associated companies

“HK$” Hong Kong dollars, the lawful currency of Hong Kong

“Independent Board an independent board committee comprising of Messrs. Leung Committee” Ming Yuen, Simon, Ding Xun and Nip Yun Wing, independent non-executive Directors, formed to consider the terms of the Baotong Acquisition and the issue and allotment of the Conversion Shares

“Independent Financial South China Capital Limited, a deemed licensed corporation to Adviser” or “South carry out Type 6 (advising on corporate finance) regulated China Capital” activities as set out in Schedule 5 to the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Baotong Acquisition

“Independent Shareholders other than Shenzhen SASAC, SIHC (its subsidiaries) Shareholders” and their respective associates

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

“Longda Company” 深圳龍大高速公路有限公司 (Shenzhen Longda Expressway Company Limited), a limited liability company incorporated in the PRC and 89.93% interest is owned by Baotong Company

“Possible Conversion” the possible conversion of the Convertible Bond which may be proposed by Shenzhen SASAC (or the then holder of the Convertible Bond)

“PRC” the People’s Republic of China

“RMB” Renminbi, the lawful currency of the PRC

“SGM” the special general meeting of the Company to be convened to approve the Baotong Agreement, the transactions contemplated therein and the issue and allotment of Conversion Shares

“Share(s)” share(s) of HK$0.1 each in the share capital of the Company

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“Shareholder(s)” holder(s) of the Share(s)

“Shenzhen SASAC” 深圳市人民政府國有資產監督管理委員會 (Shenzhen Municipal State-owned Assets Supervision and Administration Commission)

“SIHC” 深圳市投資管理公司(Shenzhen Investment Holding Corporation), a company incorporated in the PRC and is under the supervision of Shenzhen SASAC

“SIHCL” 深圳市投資控股有限公司 (Shenzhen Investment Holdings Company Limited), a limited liability company incorporated in the PRC and is wholly-owned by Shenzhen SASAC

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“Yibin” 怡賓實業（深圳）有限公司, a limited liability company incorporated in the PRC and a wholly-owned subsidiary of the Company

By Order of the Board Shenzhen International Holdings Limited Guo Yuan Chairman

Hong Kong, 16 October 2007

As at the date of this announcement, the Board of the Company consists of Messrs. Guo Yuan, Li Jing Qi, Liu Jun and Yang Hai as executive Directors, Messrs. To Chi Keung, Simon, Zhang Hua Qiao and Wang Hang Jun as non-executive Directors and Messrs. Leung Ming Yuen, Simon, Ding Xun and Nip Yun Wing as independent non-executive Directors.

Note: For the purpose of this announcement, the exchange rate between HK$ and RMB at HK$1.00 to RMB0.9672 is used.

This announcement and other related information of the Company will be published on the websites of the Stock Exchange (www.hkex.com.hk) and the Company (www.szihl.com).

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