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 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 ACQUISITION AND CONNECTED TRANSACTION INVOLVING ISSUE OF DOMESTIC SHARES AND PERPETUAL SUBORDINATED CONVERTIBLE SECURITIES AND PROPOSED 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 107 to 108 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 109 to 132 of this circular. Notices convening the EGM and the Class Meetings to be held on Wednesday, 16 February 2011 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-5, 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 the Shareholders from attending and voting in person at the EGM and the Class Meetings (or any adjournment thereof) should they so wish.

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