BOC Aviation : Circulars - 2. NOTICE OF ANNUAL GENERAL MEETING AND PROPOSALS FOR DECLARATION OF FINAL DIVIDEND, RE-ELECTION OF DIRECTORS, APPOINTMENT OF AUDITOR AND GENERAL MANDATES TO REPURCHASE AND TO ISSUE SHARES

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in BOC Aviation Limited, you should at once hand this circular and the accompanying proxy form to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

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

NOTICE OF ANNUAL GENERAL MEETING

AND

PROPOSALS FOR

DECLARATION OF FINAL DIVIDEND,

RE-ELECTION OF DIRECTORS,

APPOINTMENT OF AUDITOR

AND

GENERAL MANDATES TO REPURCHASE AND TO ISSUE SHARES

A notice convening the annual general meeting of BOC Aviation Limited to be held by electronic means on Thursday, 3 June 2021 at 2 p.m. is set out on pages 5 to 10 of this circular.

You are advised to read the notice and to complete and return the accompanying proxy form, in accordance with the instructions printed thereon, to the Company's Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, as soon as possible, and in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or adjourned meeting (as the case may be).

In view of the evolving Covid-19 situation including the social distancing measures and travel restrictions in Singapore and Hong Kong, the Board considers it to be in the interests of the Company and Shareholders to convene the annual general meeting by electronic means. Shareholders will only be able to vote by submitting a proxy form in advance of the annual general meeting. We strongly encourage all Shareholders to exercise your right to vote and to submit your proxy form as early as possible. Please refer to the notice of the annual general meeting for further details.

5 May 2021

• For identification purpose only

		CONTENTS
			Page
Definitions . . . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Business of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Appendix I	-	Information on Directors Proposed for Re-election . . . . .	18
Appendix II	-	Explanatory Statement on Share Repurchase Mandate . .	21
Appendix III	-	Frequently Asked Questions on Voting and AGM . . . . . . .	24

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DEFINITIONS

In this circular, the following expressions have the meanings set out below unless the context requires otherwise:

"AGM" or "Meeting"	the annual general meeting of the Company to be held by
	electronic means on Thursday, 3 June 2021 at 2 p.m. to
	consider and, if appropriate, to approve the resolutions
	contained in the notice of annual general meeting set out
	on pages 5 to 10 of this circular, or any adjournment
	thereof
"Board"	the board of Directors
"BOC" or "Bank of China"	Bank of China Limited (中國銀行股份有限公司), a joint
	stock limited company incorporated in the PRC, the
	H-shares and A-shares of which are listed on the Stock
	Exchange and the Shanghai Stock Exchange,
	respectively, the ultimate controlling shareholder of the
	Company and a connected person of the Company under
	the Listing Rules
"Company"	BOC Aviation Limited, a company incorporated under
	the laws of Singapore with limited liability, the Shares of
	which are listed on the Main Board of the Stock
	Exchange
"Constitution"	the constitution of the Company adopted on 12 May 2016
	and which became effective on 1 June 2016
"Directors"	the directors of the Company
"Group"	the Company and its subsidiaries
"Hong Kong Share Registrar"	Computershare Hong Kong Investor Services Limited
	at Shops 1712-1716, 17th Floor, Hopewell Centre,
	183 Queen's Road East, Wan Chai, Hong Kong
"Latest Practicable Date"	30 April 2021, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information referred to in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on The
	Stock Exchange of Hong Kong Limited
"RSUs"	the restricted share units granted under the RSU Plan

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	DEFINITIONS
"RSU Plan"	the BOC Aviation Limited Restricted Share Unit Long
	Term Incentive Plan, which was adopted by the Company
	in December 2017
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong), as amended or supplemented from
	time to time
"Share(s)"	ordinary share(s) in the share capital of the Company
"Share Issue Mandate"	a general mandate proposed to be granted to the Directors
	to allot, issue or deal with additional Shares of not
	exceeding 10% of the total number of Shares in issue as
	at the date of passing of the proposed ordinary resolution
	contained in item 7 of the notice of the AGM as set out
	on pages 6 to 7 and 16 to 17 of this circular
"Share Repurchase Mandate"	a general mandate proposed to be granted to the Directors
	to repurchase Shares on the Stock Exchange of not
	exceeding 10% of the total number of Shares in issue as
	at the date of passing of the proposed ordinary resolution
	contained in item 6 of the notice of the AGM as set out
	on pages 5 to 6, 14 to 15 and 21 to 23 of this circular
"Shareholder(s)"	holder(s) of Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	the Hong Kong Code on Takeovers and Mergers
"US$"	United States dollars, the lawful currency of the United
	States of America

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LETTER FROM THE BOARD

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

Chairman and Non-executive Director:	Registered Office and Principal Place
CHEN Huaiyu	of Business in Singapore:
	8 Shenton Way, #18-01
Executive Directors:	Singapore 068811
ZHANG Xiaolu
(Vice Chairman & Deputy Managing Director)	Place of Business in Hong Kong:
Robert James MARTIN	Level 54, Hopewell Centre
(Managing Director & Chief Executive Officer)	183 Queen's Road East, Hong Kong
Non-executive Directors:
LI Mang
LIU Chenggang
WANG Zhiheng
ZHU Lin
Independent Non-executive Directors:
DAI Deming
FU Shula
Antony Nigel TYLER
YEUNG Yin Bernard
	5 May 2021
To the Shareholders
Dear Sir or Madam,

The annual general meeting of BOC Aviation Limited will be held on Thursday, 3 June

2021 at 2 p.m. by electronic means.

Information regarding the business to be considered at the AGM is set out on pages 11 to 23. The Board considers that the proposed resolutions as set out in the notice of the AGM are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends you to vote in favour of all the resolutions at the AGM.

• For identification purpose only

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