AAC Technologies Holdings Inc. — AGM Information 2006

Apr 28, 2006

AAC ACOUSTIC TECHNOLOGIES HOLDINGS INC.

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2018)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

AND THE NOTICE OF ANNUAL GENERAL MEETING

The Directors propose to amend the Articles of Association in order to, amongst others, comply with the requirements of the amended Listing Rules and the Code on Corporate Governance Practices of the Listing Rules.

The proposed amendments to the Articles of Association are subject to the approval of the Shareholders by way of a special resolution at the AGM.

A circular containing details of the proposed amendments to the Articles of Association and the notice of the AGM has been despatched to the Shareholders on the date of this announcement.

The latest amendments to the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’) relating to the contents of the constitutional documents came into effect on 1st March 2006. The principal purpose of the special resolution as set out in the notice of the forthcoming annual general meeting of AAC Acoustic Technologies Holdings Inc. (the ‘‘Company’’) to be held on Monday, 29th May 2006 at 3: 00 p.m. (the ‘‘AGM’’) is to amend the existing articles of association of the Company (the ‘‘Articles of Association’’) in order to, amongst others, comply with the requirements of the amended Listing Rules and the Code on Corporate Governance Practices of the Listing Rules.

In order to incorporate the above amendments into the Articles of Association the directors of the Company (the ‘‘Directors’’) proposed to seek the approval from the shareholders of the Company (the ‘‘Shareholders’’) for the special resolution as set out in the notice of the AGM to amend the Articles of Association. The proposed amendments, if duly passed, will have the effect of (a) requiring Director(s) appointed to fill a casual vacancy to be subject to election by the Shareholders at the first general meeting after their appointment; and (b) allowing removal of a Director by ordinary resolution of the Shareholders at a general meeting.

A circular containing details of the proposed amendments to the Articles of Association and the notice of the AGM has been despatched to the Shareholders on the date of this announcement.

By Order of the Board

AAC ACOUSTIC TECHNOLOGIES HOLDINGS INC. Koh Boon Hwee Chairman

1

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of AAC Acoustic Technologies Holdings Inc. (the ‘‘Company’’) will be held at Salon IV, Grand Hyatt Hong Kong, 1 Harbour Road, Hong Kong, on Monday, 29th May 2006 at 3: 00 p.m. for the following purposes:

1. To receive and consider the audited financial statements and the reports of the directors and the auditors for the year ended 31st December 2005.

2. To re-elect directors and to authorize the board of directors to fix their remuneration.

3. To re-appoint auditors and to authorize the board of directors to fix their remuneration.

• As special business, to consider, and if thought fit, pass the following ordinary and special resolutions:

ORDINARY RESOLUTIONS

1. ‘‘THAT:

   • (a) subject to paragraph (c) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;

   • (b) the approval in paragraph (a) shall authorize the directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;

   • (c) the aggregate nominal amount of share capital allotted and issued or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (a), otherwise than pursuant to (i) a Rights Issue (as hereinafter defined) or (ii) the exercise of the subscription rights under the share option scheme of the Company or (iii) an issue of shares as scrip dividends pursuant to the memorandum and articles of association of the Company from time to time shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of this resolution and the said approval shall be limited accordingly; and

   • (d) for the purposes of this resolution:

     • ‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

     • (i) the conclusion of the next annual general meeting of the Company;

     • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws of the Cayman Islands to be held; and

     • (iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

‘‘Rights Issue’’ means an offer of shares open for a period fixed by the directors of the Company to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the law of, or the requirements of any recognized regulatory body or any stock exchange in any territory applicable to the Company).’’

2

1. ‘‘THAT:

   • (a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period of all powers of the Company to purchase its own shares, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

   • (b) the aggregate nominal amount of shares of the Company purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of this resolution and the said approval be limited accordingly; and

   • (c) for the purposes of this resolution:

     • ‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

     • (i) the conclusion of the next annual general meeting of the Company;

     • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws of the Cayman Islands to be held; and

     • (iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting.’’

2. ‘‘THAT conditional upon resolutions nos. 4 and 5 above being passed, the aggregate nominal amount of shares in the capital of the Company which are repurchased by the Company under the authority granted to the directors as mentioned in resolution no. 5 above shall be added to the aggregate nominal amount of shares that may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to resolution no. 4 above.’’

SPECIAL RESOLUTION

1. ‘‘THAT, the existing articles of association of the Company be and are hereby amended in the following manner:

   • (a) With respect to Article 86(3), by deleting the provision in its entirety and replacing therewith the following:

‘‘The Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or as an addition to the existing Board. Any Director so appointed by the Board shall hold office only until the next following general meeting of the Company (in the case of filling a casual vacancy) or until the next following annual general meeting of the Company (in the case of an addition to the Board), and shall then be eligible for re-election at that meeting.’’

3

• (b) With respect to Article 86(5), by deleting the provision in its entirety and replacing therewith the following:

  • ‘‘The Members may, at any general meeting convened and held in accordance with these Articles, by ordinary resolution remove a Director at any time before the expiration of his period of office notwithstanding anything to the contrary in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under any such agreement).’’

By Order of the Board AAC ACOUSTIC TECHNOLOGIES HOLDINGS INC. Koh Boon Hwee Chairman

Hong Kong, 28th April 2006

Notes:

• (1) A member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and, in the event of a poll, vote in his stead. A proxy need not be a member of the Company. In order to be valid, the form of proxy must be deposited at the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, not less than 48 hours before the time for holding the meeting or adjourned meeting.

• (2) Completion and return of the form of proxy will not preclude members from attending and voting in person at the annual general meeting or any adjournment.

• (3) The Register of Members of the Company will be closed from 24th May 2006 to 29th May 2006, both days inclusive, during which period no transfers of shares shall be effected. In order to qualify for attending the forthcoming Annual General Meeting, all transfers of shares accompanied by the relevant share certificates and transfer forms, must be lodged with the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4: 00 p.m. on 23rd May 2006.

As at the date of this announcement, the Board of Directors of the Company comprises an executive director, Mr. Benjamin Zhengmin Pan; three non-executive directors, Ms. Ingrid Chunyuan Wu, Mr. Yang Dong Shao and Dr. Thomas Kalon Ng; and three independent non-executive directors, Mr. Koh Boon Hwee, Dr. Dick Mei Chang and Mr. Mok Joe Kuen Richard.

Please also refer to the published version of this announcement in The Standard.

4