BOC Aviation Limited — Capital/Financing Update 2016

Jun 23, 2016

Hong Kong Exchanges and Clearing Limited, 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.

This announcement is made pursuant to section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong).

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

This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States or any other jurisdiction where such distribution is prohibited by law. This announcement does not constitute and is not an offer to sell or a solicitation of any offer to buy securities in Hong Kong, Singapore, the United States or elsewhere. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933 (the “ U.S. Securities Act ”) or any state securities laws of the United States and may not be offered or sold in the United States absent registration under the U.S. Securities Act or except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. There will be no public offering of securities of the Company in the United States or Singapore.

Unless defined herein, terms used in this announcement shall have the same meanings as those defined in the prospectus dated 19 May 2016 (the “ Prospectus ”) of BOC Aviation Limited (the “ Company ”).

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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

STABILISATION ACTIONS AND END OF STABILISATION PERIOD

The Company announces that the stabilisation period in connection with the Global Offering ended on 23 June 2016.

The stabilisation actions undertaken during the stabilisation period were:

• (1) over-allocations of an aggregate of 31,230,400 Shares in the International Offering, representing approximately 15% of the number of Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option);

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• (2) the borrowing of an aggregate of 31,230,400 Shares, representing approximately 15% of the number of Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option), by Goldman Sachs International from the Selling Shareholder pursuant to the Stock Borrowing Agreement to cover over-allocations of Shares in the International Offering; and

• (3) the purchase of an aggregate of 31,230,400 Shares in the price range of HK$38.45 to HK$42.00 per Share on the market (exclusive of brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%), representing approximately 15% of the number of Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option).

The Company makes this announcement pursuant to section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong) and announces that the stabilisation period in connection with the Global Offering ended on 23 June 2016, being the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering.

The stabilisation actions undertaken during the stabilisation period were:

• (1) over-allocations of an aggregate of 31,230,400 Shares in the International Offering, representing approximately 15% of the number of Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option);

• (2) the borrowing of an aggregate of 31,230,400 Shares, representing approximately 15% of the number of Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option), by Goldman Sachs International from the Selling Shareholder pursuant to the Stock Borrowing Agreement to cover over-allocations of Shares in the International Offering. Such Shares will be returned and redelivered to the Selling Shareholder in accordance with the terms of the Stock Borrowing Agreement; and

• (3) the purchase of an aggregate of 31,230,400 Shares in the price range of HK$38.45 to HK$42.00 per Share on the market (exclusive of brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%), representing approximately 15% of the number of Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option).

The last purchase of Shares made by the Stabilising Manager on the market during the course of the stabilisation period was on 23 June 2016 at the price of HK$40.95 per Share (exclusive of brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%).

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The Company further announces that the Over-allotment Option which has not been exercised by the Joint Global Coordinators on behalf of the International Underwriters during the stabilisation period has lapsed on 23 June 2016.

The shareholding structure of the Company immediately after the end of the stabilisation period is as follows:

ShareholdersSky Splendor LimitedBeijing Hanguang Investment Corporation(1)Public shareholdersTOTAL	Immediately after the end ofthe stabilisation period	Immediately after the end ofthe stabilisation period	Immediately after the end ofthe stabilisation period
		Numberof SharesApproximatepercentage ofthe Company’sissued sharecapital485,807,33470.0%18,478,5002.7%189,724,50027.3%694,010,334100%
			100%

Note:

• (1) Beijing Hanguang Investment Corporation is a wholly-owned subsidiary of CIC Capital Corporation, which in turn is wholly-owned by China Investment Corporation. The Shares held by Beijing Hanguang Investment Corporation will not count towards the public float of the Shares. Please refer to the section headed “ Cornerstone Investors ” in the Prospectus for further details.

The Company continues to comply with the public float requirements under Rule 8.08(1)(a) of the Listing Rules.

*For identification purpose only

By order of the Board BOC Aviation Limited Chen Siqing Chairman

Hong Kong, 23 June 2016

As at the date of this announcement, the Board of Directors of the Company comprises Mr. Chen Siqing as Chairman and Non-executive Director, Mr. Robert James Martin and Mr. Wang Genshan as Executive Directors, Mr. Li Mang, Mr. Zhuo Chengwen and Ms. Zhu Lin as Non-executive Directors and Mr. Fu Shula, Mr. Antony Nigel Tyler and Mr. Dai Deming as Independent Non-executive Directors.

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