10:24     CATIC SHENZHEN<00161> - 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 part of the contents of                        
    this announcement.                                                        
                                                                              
                                                                              
    CATIC SHENZHEN HOLDINGS LIMITED                                           
    (a joint stock limited company incorporated in the                        
    People's Republic of China with limited liability)                        
    (Stock code: 0161)                                                        
                                                                              
    ANNOUNCEMENT                                                              
    CONNECTED AND DISCLOSEABLE TRANSACTIONS                                   
    ACQUISITION OF 12.06% OF THE ISSUED SHARE CAPITAL IN                      
    SHENZHEN NAN-GUANG                                                        
                                                                              
    The Board is pleased to announce that on 20 January                       
    2005, the Company as purchaser, entered into the Share                    
    Transfer Agreements respectively with each of the                         
    Vendors as vendor, for the acquisition of the Nanguang                    
    Shares at a total consideration of RMB47,050,080                          
    (equivalent to approximately HK$44,386,868), being                        
    RMB2.80 per Legal Person Share.                                           
                                                                              
    The Nanguang Shares comprise 16,803,600 Legal Person                      
    Shares, representing 12.06% of the issued capital of                      
    Nanguang. Nanguang is a joint stock limited company                       
    incorporated in the PRC with its A-shares listed on                       
    the Shenzhen Stock Exchange.                                              
                                                                              
    Although each of the Vendors and their associates are                     
    third parties independent of the Company, as Nanguang                     
    is owned as to 32.84% by Shenzhen CATIC, the promoter                     
    and controlling shareholder of the Company, the                           
    Acquisitions are considered as connected                                  
    transactions under Chapter 14A.13(1)(b)(i) of the                         
    Listing Rules. As the total assets, revenue and                           
    consideration ratios of the Acquisitions are more                         
    than 5% but less than 25%, the Acquisitions are also                      
    considered as discloseable transactions under                             
    Chapter 14 of the Listing Rules.                                          
                                                                              
    The Acquisitions are subject to independent                               
    shareholders' approval of the Company. Apart from                         
    Shenzhen CATIC and its associates, no other                               
    Shareholder is interested in the Share Transfer                           
    Agreements and is required to refrain from voting in                      
    shareholders' meeting accordingly. A circular                             
    containing, among other things, details of the Share                      
    Transfer Agreements, the recommendation from the                          
    independent board committee in relation to the Share                      
    Transfer Agreements and the opinion from an                               
    independent financial adviser would be dispatched to                      
    the Shareholders as soon as possible. A notice to hold                    
    a special general meeting for approval of the Share                       
    Transfer Agreements will be dispatched to the                             
    Shareholders together with the circular as soon as                        
    possible.                                                                 
                                                                              
    The Board is pleased to announce that on 20 January                       
    2005, the Company as purchaser entered into the Share                     
    Transfer Agreements respectively with each of the                         
    Vendors as vendor, for the acquisition of the Nanguang                    
    Shares.                                                                   
                                                                              
    THE SHARE TRANSFER AGREEMENT I                                            
    Date    :       20 January 2005                                           
                                                                              
    Parties                                                                   
    Vendor  :       New Era