AAC Technologies Holdings Inc. — Capital/Financing Update 2005

Aug 8, 2005

Not for publication, distribution or release in the United States (as defined in Regulation S of the U.S. Securities Act of 1993, as amended), the United Kingdom, Singapore, Italy, Germany, France, Australia, Belgium, Canada, Cayman Islands, Denmark, Finland, Ireland, Japan, Luxembourg, The Netherlands, Norway, PRC, Taiwan, Spain, Sweden, Switzerland and United Arab Emirates.

The information contained in this announcement does not constitute an offer of securities for sale in the United States. Securities may not be offered or sold in the United States unless they are registered under applicable law or are exempt from registration. No public offering of securities will be made in the United States.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. This announcement is not, and is not intended to be, an offer of securities of AAC Acoustic Technologies Holdings Inc. (the “Company”) for sale in the United States. Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended. There is not and is not currently intended to be any public offer of the Company’s securities in the United States.

The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) and Hong Kong Securities Clearing Company Limited (“HKSCC”) 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.

In connection with the Global Offering, Credit Suisse First Boston (Hong Kong) Limited (“CSFB”), as stabilizing manager, or any person acting for it, on behalf of the International Underwriters may over-allocate or effect transactions with a view to supporting the market price of the Shares at a level higher than that which might otherwise prevail in the open market for a limited period after the commencement of trading in the Shares. However, there is no obligation on CSFB or any person acting for it to conduct any such stabilizing action. Such stabilization may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules made under the Securities and Futures Ordinance. Such stabilization, if commenced, will be conducted at the absolute discretion of the stabilizing manager or any person acting for it and may be discontinued at any time, and must be brought to an end after a limited period. The details of the intended stabilization and how it will be regulated under the Securities and Futures Ordinance are contained in the Prospectus. The number of Shares being offered in the Global Offering may be increased by up to an aggregate of 46,800,000 Shares through the exercise of the Over-allotment Option granted to the International Underwriters by the Selling Shareholders, exercisable by CSFB on behalf of the International Underwriters to, amongst other things, cover over-allocations (if any) in the International Offering, which option is exercisable at any time from the day on which trading of the Shares commences on the Stock Exchange until 30 days after the last day for lodging applications under the Public Offer. In the event that such Over-allotment Option is exercised, a press announcement will be made.

• 1 -

Unless otherwise defined in this announcement, terms defined in the prospectus of the Company dated July 28, 2005 (the “Prospectus”) have the same meanings when used in this announcement.

AAC ACOUSTIC TECHNOLOGIES HOLDINGS INC. (incorporated in the Cayman Islands with limited liability)

GLOBAL OFFERING

Number of Shares under the Global Offering : 312,000,000 (comprising 274,560,000 Shares offered by the Company and 37,440,000 Sale Shares, subject to the Over-allotment Option)

Number of Public Offer Shares Number of International Offer Shares

• : 31,200,000

• : 280,800,000 (subject to the Over-allotment Option)

• Offer Price : HK$2.73 per Share, plus brokerage of 1%, SFC transaction levy of 0.005%, investor compensation levy of 0.002%, and Stock Exchange trading fee of 0.005%

• Nominal value : US$0.01 per Share Stock code : 2018

Global Coordinator, Bookrunner, Sponsor and Lead Manager

CREDIT SUISSE FIRST BOSTON (HONG KONG) LIMITED

SUMMARY

• The Offer Price has been fixed by the Global Coordinator, on behalf of the Public Offer Underwriters, and the Company at HK$2.73 per Share (plus brokerage fee of 1%, SFC transaction levy of 0.005%, investor compensation levy of 0.002% and Stock Exchange trading fee of 0.005% on the Offer Price).

• A total of 286 valid applications have been received pursuant to the Public Offer on WHITE and YELLOW Application Forms and through electronic application instructions to HKSCC (“EIPO”) for a total of 43,384,000 Shares, equivalent to approximately 1.39 times of the total number of Public Offer Shares initially available for subscription under the Public Offer.

• The International Offer Shares initially offered under the International Offering have been oversubscribed.

• 2 -

• Share certificates for Public Offer Shares allotted to successful applicants applying for less than 500,000 Public Offer Shares or 500,000 Public Offer Shares or more who did not opt for personal collection using WHITE Application Forms and the relevant refund cheques will be posted by ordinary post to those entitled at their own risk on Monday, August 8, 2005. Share certificates and refund cheques for applicants applying for 500,000 Public Offer Shares or more who opted for personal collection using the WHITE Application Forms but not collected will be posted by ordinary post to those entitled at their own risk as soon as practicable after the time specified for collection (i.e. 12:00 noon on Monday, August 8, 2005).

• Share certificates for Public Offer Shares allotted to successful applicants using YELLOW Application Forms and through EIPO are expected to be deposited into CCASS for credit to their CCASS Investor Participants’ stock accounts or their designated CCASS Participants’ stock accounts at the close of business on Monday, August 8, 2005 or, under contingent situations, on any other date as shall be determined by HKSCC or HKSCC Nominees.

• Refund cheques returnable to applicants applying for less than 500,000 Public Offer Shares or 500,000 Public Offer Shares or more who did not opt for personal collection using YELLOW Application Forms will be posted by ordinary post to those entitled at their own risk on Monday, August 8, 2005. Refund cheques for applicants applying for 500,000 Public Offer Shares or more who opted for personal collection using YELLOW Application Forms but not collected will be posted by ordinary post to those entitled at their own risk as soon as practicable after the time specified for collection (i.e. 12:00 noon on Monday, August 8, 2005).

• All refunds of the application monies for applications through EIPO will be credited to the designated bank accounts of the relevant CCASS Participants on Monday, August 8, 2005.

• Dealings in the Shares on the main board of the Stock Exchange are expected to commence at 9:30 a.m. on Tuesday, August 9, 2005.

OFFER PRICE

The Offer Price has been fixed by agreement between the Global Coordinator, on behalf of the Public Offer Underwriters and the Company at HK$2.73 per Share (plus brokerage fee of 1%, SFC transaction levy of 0.005%, investor compensation levy of 0.002% and Stock Exchange trading fee of 0.005% on the Offer Price).

The net proceeds of the Global Offering (after deducting the relevant expenses and based on the final Offer Price of HK$2.73 per Share) to the Company are estimated to amount to approximately HK$703.8 million. If the Over-allotment Option is exercised in full, the net proceeds amount will not change as only the Selling Shareholders will be required to sell additional Shares.

• 3 -

APPLICATIONS RECEIVED AND ALLOCATION OF PUBLIC OFFER SHARES

The Directors announce that at the close of the application lists at 12:00 noon on Tuesday, August 2, 2005, a total of 286 valid applications were received pursuant to the Public Offer on WHITE and YELLOW Application Forms and through electronic application instructions to HKSCC (“EIPO”) for a total of 43,384,000 Shares, equivalent to about 1.39 times of the total number of Public Offer Shares initially available for subscription under the Public Offer.

Of the 286 valid applications received on WHITE and YELLOW Application Forms and through EIPO given to HKSCC for a total of 43,384,000 Shares, a total of 280 applications in respect of a total of 20,384,000 Shares were made for Public Offer Shares with an aggregate subscription amount (excluding 1% brokerage fee, 0.005% SFC transaction levy, 0.002% investor compensation levy and 0.005% Stock Exchange trading fee payable, based on the maximum Offer Price of HK$2.82 per Share) of HK$5 million or less (equivalent to about 1.31 times of 15,600,000 Public Offer Shares initially available for allocation in pool A), and a total of 6 applications in respect of a total of 23,000,000 Shares were made for Public Offer Shares with an aggregate subscription amount (excluding 1% brokerage fee, 0.005% SFC transaction levy, 0.002% investor compensation levy and 0.005% Stock Exchange trading fee payable, based on the maximum Offer Price of HK$2.82 per Share) of more than HK$5 million (equivalent to about 1.47 times of the 15,600,000 Public Offer Shares initially available for allocation in pool B). All multiple or suspected multiple applications have been rejected. The Offer Shares offered in the Public Offer were conditionally allocated on the basis set out in the paragraph headed “Basis of Allocations” below.

RESULT ANNOUNCEMENT

Applications not based on the denominations set out in the application forms or otherwise not in accordance with the instructions set out therein have been rejected. No multiple application has been identified and rejected. No application for more than 50% of the Shares initially being offered to the public for subscription in the Public Offer (i.e. more than 15,600,000 Shares) has been identified.

The Directors confirm that no Offer Shares have been allocated to applicants who are connected persons of the Company within the meaning of the Listing Rules.

INTERNATIONAL OFFERING

The Directors also announce that the Offer Shares initially available under the International Offering have been oversubscribed. 46,800,000 Shares representing, 15% of the Offer Shares initially available under the Global Offering, have been over-allocated under the International Offering.

289 institutional investors have been allocated 280,800,000 Shares, representing approximately 90% of the Shares offered in the Global Offering (assuming that there has been no exercise of the Over-allotment Option by the Global Coordinator on behalf of the International Underwriters). These investors are independent of and not connected with us, our directors or any of their associates (as defined in the Listing Rules), any of our existing shareholders or any nominee of the foregoing. In compliance with Rule 8.08(3) of the Listing Rules, not more than 50% of the Shares will at the time of listing be beneficially owned by the three largest public shareholders.

• 4 -

We cannot assure investors that any concentration of investors in the Shares will not affect the liquidity of the market for the Shares. See “Risk Factors – Risks Relating to Ownership of Our Shares – There has been no prior public market for our Shares and Our share price may be volatile which could result in substantial losses for investors purchasing Offer Shares in the Global Offering” in the Prospectus.

In addition, none of the institutional investors referred to above is subject to any lockup agreement or other restriction on the sale, transfer or disposal of the Shares and all Shares held by these investors will be eligible for immediate sale, transfer or disposal. Any sale, transfer or disposal of a substantial amount of Shares, or the perception that such sale, transfer or disposal may occur, could adversely effect the prevailing market price of the Shares.

The International Offering is in compliance with Appendix 6 to the Listing Rules and the Company has been advised that no placee will, individually, hold 10% or more of the enlarged issued share capital of the Company immediately after the Global Offering. The Company confirms that immediately after the Global Offering, the number of Shares in public hands will satisfy the minimum percentage prescribed by Rule 8.08 of the Listing Rules. None of the Global Coordinator and the Underwriters has taken up any Shares for its own benefit under the Global Offering.

The Company has granted to the International Underwriters the Over-allotment Option, exercisable by the Global Coordinator on behalf of the International Underwriters within 30 days from the last day for lodging applications under the Public Offer (i.e. such period will expire on September 1, 2005) to require the Selling Shareholders to sell up to an aggregate of 46,800,000 additional Shares. If the Over-allotment Option is exercised, a press announcement will be made.

• 5 -

BASIS OF ALLOCATIONS

The Public Offer Shares available to satisfy applications on WHITE and YELLOW Application Forms and by EIPO, totalling 31,200,000 Public Offer Shares, will be allocated on the following basis:

					Approximate percentage	Approximate percentage
	No. of		Number		allotted of the total no.
	Shares		of valid		of Shares applied
	**applied for **	applications		Basis of allotment/ballot	for Public Offer
POOL A
	2,000		53	2,000 Shares		100.00%
	4,000		31	4,000 Shares		100.00%
	6,000		24	6,000 Shares		100.00%
	8,000		3	8,000 Shares		100.00%
	10,000		37	10,000 Shares		100.00%
	12,000		4	12,000 Shares		100.00%
	14,000		2	14,000 Shares		100.00%
	16,000		2	14,000 Shares plus 1 out of 2 to receive	additional 2,000 Shares	93.75%
	18,000		6	16,000 Shares plus 1 out of 6 to receive	additional 2,000 Shares	90.74%
	20,000		22	18,000 Shares		90.00%
	30,000		16	26,000 Shares plus 3 out of 16 to receive additional 2,000 Shares		87.92%
	40,000		4	34,000 Shares plus 1 out of 2 to receive	additional 2,000 Shares	87.50%
	50,000		6	42,000 Shares plus 1 out of 2 to receive	additional 2,000 Shares	86.00%
	60,000		5	50,000 Shares plus 3 out of 5 to receive	additional 2,000 Shares	85.33%
	70,000		1	58,000 Shares		82.86%
	80,000		4	64,000 Shares plus 3 out of 4 to receive	additional 2,000 Shares	81.88%
	90,000		2	72,000 Shares plus 1 out of 2 to receive	additional 2,000 Shares	81.11%
	100,000		13	80,000 Shares		80.00%
	150,000		11	118,000 Shares plus 3 out of 11 to receive additional 2,000 Shares		79.03%
	200,000		12	156,000 Shares		78.00%
	250,000		5	190,000 Shares		76.00%
	300,000		1	228,000 Shares		76.00%
	350,000		3	260,000 Shares		74.29%
	400,000		3	296,000 Shares		74.00%
	500,000		1	366,000 Shares		73.20%
	600,000		2	432,000 Shares		72.00%
	700,000		2	504,000 Shares		72.00%
	900,000		1	630,000 Shares		70.00%
	1,000,000		4	690,000 Shares		69.00%
			280
POOL B
	2,000,000		3	1,360,000 Shares		68.00%
	3,000,000		1	2,038,000 Shares		67.93%
	4,000,000		1	2,712,000 Shares		67.80%
	10,000,000		1	6,770,000 Shares		67.70%
			6

• 6 -

RESULTS OF VALID APPLICATIONS MADE ON WHITE APPLICATION FORMS

The following are the identification document numbers (where supplied) of successful applicants using WHITE Application Forms and the number of Public Offer Shares to be conditionally allotted to them:

	Number of		Number of		Number of
	Public Offer		Public Offer		Public Offer
Identification	Shares to be	Identification	Shares to be	Identification	Shares to be
document	conditionally	document	conditionally	document	conditionally
number	allotted	number	allotted	number	allotted
A2455016	18,000	D3357202	6,000	K0577936	4,000
A2488852	2,000	D3514227	18,000	K0984000	2,000
A353839A	42,000	D3959865	12,000	K1731416	4,000
A482860A	50,000	D4198353	10,000	K2293765	16,000
A5269000	2,000	D5003769	2,000	K2632608	6,000
A5485269	4,000	D5794987	42,000	K3079325	10,000
A8204473	2,000	D580737A	18,000	K4892844	10,000
A8443729	2,000	D6626492	10,000	K5399920	44,000
A8803954	10,000	E4103916	2,000	K5863104	2,000
A9602057	4,000	E4605431	10,000	K5880858	2,000
B0609663	4,000	E7018642	2,000	K6534716	2,000
B9633354	2,000	G0829802	4,000	K7268866	18,000
C4084207	2,000	G255794A	16,000	K9314539	4,000
C4783385	66,000	G3013072	2,000	P3860306	2,000
C6183601	16,000	G431209A	16,000	P4990904	2,000
D0853438	8,000	G655614A	10,000	P9729341	8,000
D158354A	18,000	H3548602	4,000	R0211124	2,000
D1803051	6,000	H3751726	10,000	R1420738	4,000
D3099548	12,000	H4382929	2,000	XD2923543	2,000
D3301428	6,000	H4606517	2,000	Z0721361	4,000

RESULTS OF VALID APPLICATIONS MADE ON YELLOW APPLICATION FORMS

The following are the identification document numbers (where supplied) of successful applicants using YELLOW Application Forms and the number of Public Offer Shares to be conditionally allotted to them:

Applications made through designated CCASS Broker/Custodian Participants

	Number of		Number of		Number of
	Public Offer		Public Offer		Public Offer
Identification	Shares to be	Identification	Shares to be	Identification	Shares to be
document	conditionally	document	conditionally	document	conditionally
number	allotted	number	allotted	number	allotted
16577950	6,000	A7848962	10,000	E6674759	26,000
16577950	6,000	A9165080	6,000	E7378460	80,000
234120	6,000	B1421307	10,000	G3676276	6,000
234120	6,000	B2111581	118,000	G4716697	2,000
234120	2,000	C6178896	34,000	G6330311	2,000
234120	2,000	D2882044	26,000	K0666556	2,000
234120	2,000	D2988063	6,000	K1031961	4,000
234120	4,000	D5529140	2,000	K4114183	6,000
234120	4,000	D8116971	6,000	K5196663	2,000
234120	4,000	E0673130	6,000	K728618A	6,000
A327483A	80,000	E5837050	2,000	R2760621	14,000
A6518721	6,000	E6039425	120,000

• 7 -

Applications made by CCASS Investor Participants

No applicants applied as CCASS Investor Participants using YELLOW Application Forms.

RESULTS OF VALID EIPO APPLICATIONS

The following are the relevant identification document numbers (where supplied) of successful applicants using EIPO applications made by CCASS Participants and the number of Public Offer Shares to be conditionally allotted to them:

	Number of		Number of		Number of
	Public Offer		Public Offer		Public Offer
Identification	Shares to be	Identification	Shares to be	Identification	Shares to be
document	conditionally	document	conditionally	document	conditionally
number	allotted	number	allotted	number	allotted
205070972	12,000	310131197	1,360,000	A696	6,000
209051317	4,000	328087499	14,000	A800	26,000
221144314	10,000	361144678	2,000	A830	10,000
222179194	6,000	371082264	2,000	A8742645	14,000
225172345	2,000	371160607	4,000	A933	10,000
229149612	2,000	388762106	4,000	E588535	16,000
232319350	18,000	766119085	2,000	E8265554 E9026286	18,000
287362529	2,000	771006830	10,000	G6218341	18,000
310101381	690,000	A100	18,000	H4218894	2,000
310103751	690,000	A295	16,000	P2450597	6,000
310103902	1,360,000	A3407325	4,000

COLLECTION/DESPATCH OF SHARE CERTIFICATES AND REFUND OF APPLICATION MONIES

Share certificates in respect of successful applications on WHITE Application Forms, refund cheques in respect of unsuccessful applications and as the Offer Price is determined at lower than HK$2.82 per Share, refund cheques for the surplus application monies (without interest and together with the relevant portion of brokerage fee, SFC transaction levy, investor compensation levy and Stock Exchange trading fee) in respect of applications on WHITE and YELLOW Application Forms are expected to be despatched by ordinary post to those entitled at their own risk on Monday, August 8, 2005.

Applicants who have applied on WHITE Application Forms for 500,000 Public Offer Shares or more and have indicated in their application forms their wish to collect their refund cheques and where applicable, Share certificate(s) in person may collect them from Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong. The time and date of collection of Share certificates and refund cheques are between 9:00 a.m. and 12:00 noon on Monday, August 8, 2005. Applicants who have applied on YELLOW Application Forms for 500,000 Public Offer Shares or more and have indicated in their application forms their wish to collect refund cheques in person may do so from Computershare Hong Kong Investor Services Limited at the above address at the above times.

• 8 -

Applicants being individuals who opt for personal collection must not authorise any other person to make collection on their behalf. Applicants being corporations which opt for personal collection must attend by their authorised representatives bearing letters of authorisation from their corporations stamped with the corporations’ chops. Both individuals and authorised representatives (if applicable) must produce, at the time of collection, evidence of identity acceptable to Computershare Hong Kong Investor Services Limited. Uncollected Share certificates and refund cheques will be despatched by ordinary post at the applicants’ own risk to the address specified in the relevant application forms as soon as practicable after the time specified for collection (i.e. 12:00 noon on Monday, August 8, 2005).

Share certificates will only become valid certificates of title provided that the Global Offering has become unconditional in all aspects and neither of the Underwriting Agreements has been terminated in accordance with its terms, which is expected to be prior to 8:00 a.m. on Tuesday, August 9, 2005.

Refunds in respect of applications through EIPO will be credited to the relevant applicants’ designated bank accounts or the bank accounts of their brokers or custodians on Monday, August 8, 2005. Applicants can check the amount of refund monies (if any) with their designated CCASS Participants (if they applied through CCASS Broker/Custodian Participants) or through the CCASS Phone System or CCASS Internet System (under the procedures contained in HKSCC’s “An Operating Guide for Investor Participants” in effect from time to time) (if they applied as CCASS Investor Participants) on Monday, August 8, 2005. HKSCC will also make available to CCASS Investor Participants activity statements showing the amount of refund monies credited to their bank accounts.

DEPOSIT OF SHARE CERTIFICATES INTO CCASS

For successful applicants using a YELLOW Application Form or through EIPO who are allocated Public Offer Shares in the name of HKSCC Nominees, the allocated Public Offer Shares will be deposited into CCASS for credit to their CCASS Investor Participant stock accounts or their designated CCASS Participants’ stock accounts at the close of business on Monday, August 8, 2005 or, under certain contingent situations, on any other date as shall be determined by HKSCC or HKSCC Nominees.

For successful applicants applying through their designated CCASS Broker/ Custodian Participants (other than CCASS Investor Participants), such applicants can check the number of Public Offer Shares allotted to them with that CCASS Participant.

• 9 -

For successful applicants applying as CCASS Investor Participants, such applicants should check this announcement (for applicants through EIPO, they can also check their application results via the CCASS Phone System or CCASS Internet System) and report any discrepancies to HKSCC before 5:00 p.m. on Monday, August 8, 2005 or in the event of a contingency, on any other date as shall be determined by HKSCC or HKSCC Nominees. Such applicants can check the number of Public Offer Shares credited to their stock accounts via the CCASS Phone System and CCASS Internet System (under the procedures contained in HKSCC’s “An Operating Guide for Investor Participants” in effect from time to time) immediately after the credit of the Public Offer Shares to their CCASS Investor Participant stock accounts. HKSCC will also make available to such applicants activity statements showing the number of Public Offer Shares credited to their CCASS Investor Participant stock accounts and (for CCASS Investor Participants applying by giving electronic application instructions to HKSCC) the amount of refund monies credited to their respective designated bank accounts (if any).

COMMENCEMENT OF DEALINGS

Dealings in the Shares on the main board of the Stock Exchange are expected to commence at 9:30 a.m. on Tuesday, August 9, 2005.

By order of the Board AAC Acoustic Technologies Holdings Inc. Koh Boon Hwee Chairman

Hong Kong, August 8, 2005

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

• The Company is registered as an oversea company under Part XI of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) under the name “AAC Acoustic Technologies Holdings Inc.”.

Please also refer to the published version of this announcement in South China Morning Post.

• 10 -