10:26     CATIC SHENZHEN<00161> - Announcement (8)                            

    1.      Although Legal Person Shares are not freely traded,               
    they can be traded by private arrangements.                               
                                                                              
    2.      The A-Share price of Nanguang is currently above                  
    RMB8 per share, which is much higher when compared                        
    with the Legal Person Shares at RMB2.8 per share                          
    pursuant to the Acquisitions.                                             
                                                                              
    3.      The Company intends to hold the Nanguang Shares                   
    as long-term investment rather than merely for short                      
    term.                                                                     
                                                                              
    The terms of the Share Transfer Agreements have been                      
    arrived at following arm's length negotiations                            
    between the parties. The Directors believe that the                       
    terms of the Acquisitions are on normal commercial                        
    terms, and such terms are fair and reasonable and in                      
    the interests of the Shareholders as a whole.                             
                                                                              
    CONNECTED AND DISCLOSEABLE TRANSACTION                                    
    The Directors confirm that, to the best of their                          
    knowledge, information and belief having made all                         
    reasonable enquiry, each of the Vendors, including                        
    their respective beneficial owners and their                              
    associates are third parties independent of the                           
    Company and connected persons of the Company. As at                       
    the date of this announcement, Nanguang is owned as                       
    to 32.84% by Shenzhen CATIC, the promoter and                             
    controlling shareholder of the Company.                                   
                                                                              
    Although each of the Vendors and their associates are                     
    third parties independent of the Company, as Shenzhen                     
    CATIC, a substantial shareholder of Nanguang, is 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.                                                                 
                                                                              
    GENERAL INFORMATION                                                       
    The Group is principally engaged in the design,                           
    manufacture and sale of certain consumer electronic                       
    products, including liquid crystal displays and                           
    module, printed circuit boards and mechanical and                         
    quartz timepieces.                                                        
                                                                              
    New Era is principally engaged in the provision of                        
    supporting service to the national defence industry                       
    and system and military related services, etc.                            
                                                                              
    HS Econ is principally engaged in economic and                            
    technology co-operation and the wholesale and                             
    retailing of metal materials, construction