Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.



(formerly known as CATIC Shenzhen Holdings Limited (�:l:�Ji:�IIJ)t)}:ff�0ru) )

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 00161) LAPSE OF VERY SUBSTANTIAL ACQUISITIONS AND CONNECTED TRANSACTIONS INVOLVING ISSUE OF PERPETUAL SUBORDINATED CONVERTIBLE SECURITIES

References are made to the announcements of the Company dated 21 November 2011, 8
February 2012, 27 June 2012, 11 October 2012, 16 May 2013, 26 August 2013, 30 October
2013 and 27 December 2013, and the circulars of the Company dated 23 December 2011 and 5
July 2013, all in relation to the very substantial acquisitions and connected transactions of the Company involving issue of perpetual subordinated convertible securities. Unless the context otherwise required, capitalized terms used in this announcement shall have the same meanings as defined in the announcement of the Company dated 30 October 2013.
As disclosed in the 2011 Circular, completion of the transactions contemplated under each of the Acquisition Agreements (as subsequently amended and supplemented) is subject to fulfillment of certain conditions precedent under the respective Acquisition Agreements before
31 December 2012 (or such later date as the respective parties may agree in writing) (the "Long Stop Date"). As disclosed in the announcement of the Company dated 27 December 2013, the Long Stop Date under each of the Acquisition Agreements was extended to 31 December 2014 (or such later date as the respective parties may agree in writing) (the "Extended Long Stop Date"). As certain conditions precedent of the Acquisition Agreements have not been fulfilled as at the Extended Long Stop Date e.g. approval on the Acquisition Agreements from the relevant regulatory authorities have not been obtained, and the Company, AVIC International and AVIC Shenzhen have not agreed on any further extension of the Extended Long Stop Date, the Acquisition Agreements have therefore lapsed on 31 December 2014 and ceased to have any effect.
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The Board considers that the lapse of the Acquisition Agreements will not have any material adverse impact on the business, operation and financial position of the Group.
By order of the Board

AVIC International Holdings Limited Wu Guang Quan

Chairman

Shenzhen, the People's Republic of China, 31 December 2014

As at the date of this announcement, the Board comprises a total of 9 Directors, Mr. Wu Guang Quan, Mr. Lai Wei Xuan, Mr. You Lei, Mr. Pan Lin Wu, Mr. Chen Hong Liang and Mr. Liu Jun as executive Directors; and Ms. Wong Wai Ling, Mr. Wu Wei and Mr. Wei Wei as independent non-executive Directors.

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