BOC Aviation : MAJOR TRANSACTION IN RELATION TO THE PURCHASE OF 22 BOEING 787-8 AIRCRAFT

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BOC AVIATION LIMITED 中銀航空租賃有限公司*

(Incorporated in the Republic of Singapore with limited liability)

Stock code: 2588

MAJOR TRANSACTION IN RELATION TO THE

PURCHASE OF 22 BOEING 787-8 AIRCRAFT

The Board is pleased to announce that BOC Aviation (USA) Corporation, a wholly-owned subsidiary of the Company, agreed to purchase 22 Boeing 787-8 aircraft from The Boeing Company under an agreement with Boeing Capital Corporation and American Airlines, Inc. The Transaction constitutes a Qualified Aircraft Leasing Activity of the Company.

1. Introduction
   The Board of Directors (the "Board") of BOC Aviation Limited (the "Company") is pleased to announce that on 9 March 2020, BOC Aviation (USA) Corporation, a wholly-owned subsidiary of the Company, entered into an agreement with Boeing Capital Corporation ("BCC") and American Airlines, Inc. (the "Airline") pursuant to which the Company agreed to purchase 22 Boeing 787-8 aircraft from The Boeing Company and to lease the aircraft to the Airline (the "Transaction"). The aircraft were previously due to be purchased by BCC and leased to the Airline.
   This announcement is made pursuant to Listing Rule 14.33D(1).
2. Details of the Transaction

1. The Aircraft
   22 Boeing 787-8 aircraft scheduled for delivery in 2020 and 2021.
2. The Company

BOC Aviation Limited, which is a leading global aircraft operating leasing company with a fleet of 523 aircraft owned, managed or on order as at 31 December 2019.

• For identification purpose only

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1. Boeing Capital Corporation
   Boeing Capital Corporation, a Delaware Corporation. BCC is principally engaged in the business of asset-backed lending and leasing. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, BCC and its ultimate beneficial owners are third parties independent of the Company and the connected persons of the Company.
2. The Airline
   American Airlines Inc., a Delaware corporation. The Airline is principally engaged in business as a commercial airline. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, the Airline and its ultimate beneficial owners are third parties independent of the Company and the connected persons of the Company.
3. Other terms
   The Company will enter into long term leases with the Airline in respect of the Aircraft.

3. Listing Rules Implications of the Transaction

1. The Board confirms that the Company is a listed issuer actively engaged in aircraft leasing with aircraft operators as a principal business in its ordinary and usual course of business and the Company is therefore a Qualified Aircraft Lessor (as defined in the Listing Rules).
2. The Board further confirms that (a) the Transaction is entered into in the Company's ordinary and usual course of business and on normal commercial terms, and (b) the terms of the Transaction are fair and reasonable and in the interests of the Company and its shareholders as a whole.
3. As one or more of the relevant percentage ratios for the Transaction under Rule 14.07 of the Listing Rules is more than 25% but all relevant percentage ratios are less than 100%, the Transaction constitutes a major transaction of the Company. However, as the Transaction constitutes a Qualified Aircraft Leasing Activity (as defined in the Listing Rules) of the Company, the Transaction is exempt from the announcement, circular and/or shareholders' approval requirements under Listing Rule 14.33C.

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By Order of the Board

BOC Aviation Limited

Zhang Yanqiu Juliana

Company Secretary

Hong Kong, 10 March 2020

As at the date of this announcement, the Board of Directors of the Company comprises Mr. Sun Yu as Chairman and Non-executive Director, Mdm. Zhang Xiaolu and Mr. Robert James Martin as Executive Directors, Mr. Li Mang, Mr. Liu Chenggang, Mr. Wang Zhiheng and Mdm. Zhu Lin as Non-executive Directors and Dr. Dai Deming, Mr. Fu Shula, Mr. Antony Nigel Tyler and Dr. Yeung Yin Bernard as Independent Non-executive Directors.

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