AAC Technologies Holdings Inc. — Capital/Financing Update 2006

Jul 26, 2006

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities.

AAC ACOUSTIC TECHNOLOGIES HOLDINGS INC.

(incorporated in the Cayman Islands with limited liability)

(Stock code: 2018)

PLACING OF EXISTING SHARES

PLACING OF EXISTING SHARES

The Company has noted the increase in today’s trading volume of its Shares and wishes to announce that it has been informed by Mr. Pan, Chengwei AAC and Chengwei Ventures on 26 July 2006 that the Placing Agreements have been concluded pursuant to which the Placing Agent will place, subject to the terms and conditions of the Placing Agreements, 60,000,000 Shares, 21,114,267 Shares and 3,885,733 Shares respectively to independent investors at a Placing price of HK$7.40. The Placing Shares represent approximately 6.81% of the existing issued share capital of the Company.

The Company confirms that there are no negotiations or agreements relating to intended acquisitions or realisations which are discloseable under Rule 13.23 of the Listing Rules, neither is the Board aware of any matter discloseable under the general obligation imposed by Rule 13.09 of the Listing Rules, which is or may be of a price-sensitive nature.

PLACING OF EXISTING SHARES

The Company has noted today’s increase in trading volume of its Shares and wishes to state that the Company is not aware of any reason for such increase save as disclosed below:

The Company has been informed by Mr. Pan, Chengwei AAC and Chengwei Ventures on 26 July 2006 that the Placing Agreements have been concluded pursuant to which the Placing Agent will place, subject to the terms and conditions of the Placing Agreements, 60,000,000 Shares, 21,114,267 Shares and 3,885,733 Shares respectively to independent investors at a Placing price of HK$7.40 per Share, together representing approximately 6.81% of the existing issued share capital of the Company. The placees of the Placing are independent investors who are not connected persons of the Company as defined under the Listing Rules. The completion of the Placing is currently expected to take place on 28 July 2006.

The Company confirms that there are no negotiations or agreements relating to intended acquisitions or realisations which are discloseable under Rule 13.23 of the Listing Rules, neither is the Board aware of any matter discloseable under the general obligation imposed by Rule 13.09 of the Listing Rules, which is or may be of a price-sensitive nature.

TERMS USED IN THIS ANNOUNCEMENT

In this announcement, unless otherwise defined, the following terms shall have the following meanings:

‘‘Board’’ the board of directors of the Company

‘‘Chengwei AAC’’ Chengwei AAC Holdings Ltd., a shareholder of the Company

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‘‘Chengwei Ventures’’ Chengwei Ventures Evergreen Fund LP, a shareholder of the Company

• ‘‘Company’’

  • AAC Acoustic Technologies Holdings Inc., a company incorporated in the Cayman Islands as an exempted company with limited liability on 4 December 2003 whose shares are listed on the Stock Exchange

• ‘‘Director’’ a director of the Company and ‘‘Directors’’ shall be construed accordingly

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘Mr. Pan’’ Mr. Benjamin Zhengmin Pan, an executive Director of the Company and a controlling shareholder of the Company

• ‘‘Placing’’ the placing of 60,000,000 Shares, 21,114,267 Shares and 3,885,733 Shares respectively owned by Mr. Pan, Chengwei AAC and Chengwei Ventures pursuant to the Placing Agreements

• ‘‘Placing Agreements’’ the share placing agreements entered into (i) by Mr. Pan on the one hand and the Placing Agent on the other hand; and (ii) by Chengwei AAC and Chengwei Ventures on the one hand and the Placing Agent on the other hand, both dated 25 July 2006

• ‘‘Placing Agent’’ Morgan Stanley & Co International Limited

• ‘‘Shares’’ ordinary shares of US$0.01 each in the issued share capital of the Company ‘‘Stock Exchange’’ the Stock Exchange of Hong Kong Limited

• ‘‘US$’’ United State dollars, the lawful currency of the United States of America

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

Hong Kong, 26 July 2006

As at the date of this announcement, the Board of Directors of the Company comprises one executive Director, namely Mr. Benjamin Zhengmin Pan, three non-executive Directors, namely Ms. Ingrid Chunyuan Wu, Mr. Yang Dong Shao and Dr. Thomas Kalon Ng and three independent non-executive directors, namely 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.

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