China Aircraft Leasing : PLACEMENT OF ORDER BOOK FOR 30 ARJ21 AIRCRAFT AND PURCHASE OPTION FOR 30 ADDITIONAL ARJ21 AIRCRAFT

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited 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.

CHINA AIRCRAFT LEASING GROUP HOLDINGS LIMITED

中 國 飛 機 租 賃 集 團 控 股 有 限 公 司

(Incorporated under the laws of the Cayman Islands with limited liability)

(Stock code: 1848)

PLACEMENT OF ORDER BOOK FOR 30 ARJ21 AIRCRAFT

AND

PURCHASE OPTION FOR 30 ADDITIONAL ARJ21 AIRCRAFT

The Board is pleased to announce that on 8 January 2021 (after trading hours), the Buyers entered into the Aircraft Sale and Purchase Agreement with the Seller, pursuant to which (1) the Buyers agreed to place order for purchasing the Aircraft from the Seller; and (2) the Buyers were granted the Purchase Option to place order for purchasing additional aircraft from the Seller.

AIRCRAFT SALE AND PURCHASE AGREEMENT

The Board is pleased to announce that on 8 January 2021 (after trading hours), the Buyers entered into the Aircraft Sale and Purchase Agreement with the Seller, pursuant to which the Buyers agreed to place order for purchasing the Aircraft from the Seller.

Date: 8 January 2021

Parties:

1. the Buyers which include (i) Co-buyer 1 - a wholly-owned subsidiary of the Company and (ii) Co-buyer 2 - a jointly-controlled entity of Aviation Synergy which is a non-wholly-owned subsidiary of the Company. The Group is principally engaged in global aircraft leasing business with a fleet of 103 owned aircraft and 25 managed aircraft as at the date of this announcement; and
2. the Seller which is principally engaged in the research, manufacture and flight tests of civil aircraft and related products, as well as marketing, servicing, leasing and operations of civil aircraft. To the best of the Directors' knowledge, information and belief and having made all reasonable enquiry, the Seller and its ultimate beneficial owners are third parties independent of the Company and its connected persons.

Assets to be acquired: 30 ARJ21 series aircraft

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Delivery terms:

It is estimated that the Aircraft will be delivered in stages up to 2026. Before the delivery of an aircraft, the parties will agree on the delivery arrangement among themselves. Further announcement will be made by the Company as and when appropriate.

Purchase Option:

Pursuant to the Aircraft Sale and Purchase Agreement, the Buyers were granted the Purchase Option to place order for purchasing 30 additional ARJ21 series aircraft with terms and conditions similar to the sale and purchase under the Aircraft Sale and Purchase Agreement.

IMPLICATIONS OF THE LISTING RULES

As one or more of the applicable percentage ratios exceed 100%, the Transaction constitutes a very substantial acquisition for the Company under Chapter 14 of the Listing Rules. Nevertheless, the Transaction is a Qualified Aircraft Leasing Activity and is subject to the disclosure requirements under Rule 14.33D of the Listing Rules.

The Board has confirmed that (1) the Company has fulfilled the criteria for a Qualified Aircraft Lessor as set out in Rule 14.04(10E) of the Listing Rules; (2) the Transaction is entered into by the Company in its ordinary and usual course of business and on normal commercial terms; and (3) the terms of the Transaction are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

DEFINITIONS

In this announcement, the following expressions shall (unless the context otherwise requires) have the following meanings:

"Aircraft"	30 ARJ21 series aircraft
"Aircraft Sale and	the aircraft sale and purchase agreement entered into between
Purchase Agreement"	the Buyers and the Seller on 8 January 2021, pursuant to which
	the Buyers agreed to place order for purchasing the Aircraft
	from the Seller
"Aviation Synergy"	Aviation Synergy Ltd, a company incorporated in the Cayman
	Islands with limited liability and beneficially owned by the
	Company, Mr. Poon Ho Man and Ms. Liu Wanting as to
	72.82%, 14.13% and 13.05% respectively. Mr. Poon Ho Man
	is a Director and one of the substantial shareholders of the
	Company. Ms. Liu Wanting is a Director. Please refer to the
	announcement of the Company on 4 March 2020 for further
	details
"Board"	the board of Directors
"Buyers"	(i) Co-buyer 1 - a wholly-owned subsidiary of the Company
	and (ii) Co-buyer 2 - a jointly-controlled entity of Aviation
	Synergy which is a non-wholly-owned subsidiary of the
	Company
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"Co-buyer 1"	China Aircraft Leasing Company Limited, a company
	incorporated in the British Virgin Islands with limited liability
	and a wholly-owned subsidiary of the Company
"Co-buyer 2"	PT Transnusa Aviation Mandiri, a company incorporated in
	Indonesia. As at the date of this announcement, Aviation
	Synergy (i) indirectly holds 49% equity interest in Co-buyer 2
	and (ii) is beneficially interested in 50% of the voting rights
	and 75% of the economic interest in Co-buyer 2. All the
	remaining interests in Co-buyer 2 are held by the Indonesian
	Shareholder
"Company"	China Aircraft Leasing Group Holdings Limited (中國飛機
	租 賃 集 團 控 股 有 限 公 司 ), an exempted company
	incorporated in the Cayman Islands with limited liability, the
	shares of which are listed on the Main Board of the Stock
	Exchange
"connected person(s)"	has the meaning ascribed to it under the Listing Rules
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries
"Indonesian	PT Panca Global International Indonesia, a company
Shareholder"	incorporated in Indonesia. As at the date of this
	announcement, to the best of the Directors' knowledge,
	information and belief and having made all reasonable
	enquiry, the Indonesian Shareholder is controlled by Mr. Leo
	Budiman who is a third party independent of the Company
	and its connected person
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"percentage ratios"	has the meaning ascribed to it in Rule 14.07 of the Listing
	Rules
"PRC"	The People's Republic of China
"Purchase Option"	the option granted by the Seller to the Buyers to place order
	for purchasing 30 additional ARJ21 series aircraft with terms
	and conditions similar to the sale and purchase under the
	Aircraft Sale and Purchase Agreement
"Qualified Aircraft	has the meaning ascribed to it in Rule 14.04(10D) of the
Leasing Activity"	Listing Rules

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"Qualified Aircraft	has the meaning ascribed to it in Rule 14.04(10E) of the
Lessor"	Listing Rules
"Seller"	Commercial Aircraft Corporation of China, Ltd., a company
	incorporated in the PRC with limited liability, which is
	ultimately controlled by the State-owned Assets Supervision
	and Administration Commission of the State Council of the
	PRC
"Shareholders"	shareholders of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"substantial	has the meaning ascribed to it under the Listing Rules
shareholders"
"Transaction"	the entering into of the Aircraft Sale and Purchase
	Agreement and the transactions contemplated thereunder
	(which includes the Purchase Option)

By order of the Board

China Aircraft Leasing Group Holdings Limited

POON HO MAN

Executive Director and

Chief Executive Officer

Hong Kong, 8 January 2021

As at the date of this announcement, (i) the Executive Directors are Dr. ZHAO Wei, Mr. POON Ho Man and Ms. LIU Wanting; (ii) the Non-executive Director is Mr. TANG Chi Chun; and (iii) the Independent Non-executive Directors are Mr. FAN Yan Hok, Philip, Mr. NIEN Van Jin, Robert, Mr. CHEOK Albert Saychuan and Dr. TSE Hiu Tung, Sheldon.

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