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BOC Aviation Limited Capital/Financing Update 2016

May 19, 2016

50694_rns_2016-05-18_bb1a6717-617f-41d8-acac-9ba049638411.pdf

Capital/Financing Update

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Unless defined herein, terms used in this announcement shall have the same meanings as those defined in the Prospectus.

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 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. Potential investors should read the prospectus dated 19 May 2016 (the “ Prospectus ”) of BOC Aviation Limited (the “ Company ”) for detailed information about the Company and the Global Offering described below before deciding whether or not to invest in the Offer Shares.

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.

In connection with the Global Offering, Goldman Sachs (Asia) L.L.C., as stabilising manager (the “ Stabilising Manager ”) (or any person acting for it), on behalf of the Underwriters, may over-allocate or effect transactions with a view to stabilising or supporting the market price of the Shares at a level higher than that which might otherwise prevail for a limited period after the Listing Date. However, there is no obligation on the Stabilising Manager (or any person acting for it), to conduct any such stabilising action. Such stabilising action, if taken, (a) will be conducted at the absolute discretion of the Stabilising Manager (or any person acting for it) and in what the Stabilising Manager reasonably regards as the best interest of the Company, (b) may be discontinued at any time and (c) is required to be brought to an end within 30 days of the last day for lodging applications under the Hong Kong Public Offering. Such stabilising action, if commenced, may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules, as amended, made under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Potential investors should be aware that stabilising action cannot be taken to support the price of the Shares for longer than the stabilisation period which begins on the Listing Date and will expire on the 30th day after the date of closing of the application lists under the Hong Kong Public Offering. After this date, no further stabilising action may be taken, demand for the Shares, and therefore the price of the Shares, could fall.

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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)

Global Offering

Number of Offer Shares under the : 208,203,000 Shares (comprising Global Offering 104,101,500 New Shares and 104,101,500 Sale Shares and subject to the Over-allotment Option) Number of Hong Kong Offer Shares : 15,615,400 New Shares (subject to reallocation) Number of International Offer Shares : 192,587,600 Shares (comprising 88,486,100 New Shares and 104,101,500 Sale Shares and subject to reallocation and the Over-allotment Option) Offer Price : HK$42.00 per Offer Share plus brokerage of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund) Stock code : 2588

Sole Financial Adviser

Joint Sponsors

Joint Global Coordinators and Joint Bookrunners

Joint Bookrunners

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(in alphabetical order)

*For identification purpose only

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Application has been made to the Listing Committee of the Stock Exchange for the granting of the approval for the listing of, and permission to deal in, the Shares in issue and to be issued pursuant to the Global Offering, as further described in the Prospectus. Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. in Hong Kong on Wednesday, 1 June 2016, it is expected that dealings in the Shares on the Stock Exchange will commence at 9:00 a.m. on Wednesday, 1 June 2016. In the event that the Over-Allotment Option is exercised, an announcement will be made by the Company.

The Global Offering comprises the Hong Kong Public Offering of 15,615,400 New Shares and the International Offering of 192,587,600 Shares (comprising 88,486,100 New Shares and 104,101,500 Sale Shares). The allocation of the Offer Shares between the Hong Kong Public Offering and the International Offering will be subject to reallocation as described in the section “ Structure of the Global Offering ” in the Prospectus.

Subject to the granting of the approval for listing of, and permission to deal in, the Shares on the Stock Exchange and compliance with the stock admission requirements of HKSCC, the Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date of commencement of dealings in the Shares on the Stock Exchange or such other date as may be determined by HKSCC. Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS on the second Business Day after any trading day. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements have been made to enable the Shares to be admitted into CCASS.

The Offer Price is HK$42.00 per Offer Share. Applicants for the Hong Kong Offer Shares are required to pay, on application, the Offer Price of HK$42.00 per Offer Share plus the brokerage of 1.0%, SFC transaction levy of 0.0027% and the Stock Exchange trading fee of 0.005% payable on each Offer Share.

Applications for the Hong Kong Offer Shares will only be considered on the basis of the terms and conditions set out in the Prospectus, the related Application Forms and the designated website (www.eipo.com.hk) for the White Form eIPO.

IMPORTANT

The Company will be relying on Section 9A of the Companies (Exemption of Companies and Prospectuses from Compliance with Provisions) Notice

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(Chapter 32L of the Laws of Hong Kong) and will be issuing the WHITE and YELLOW Application Forms without them being accompanied by a printed prospectus. The contents of the printed prospectus are identical to the electronic version of the prospectus which can be accessed and downloaded from the websites of the Company at www.bocaviation.com and the Stock Exchange at www.hkexnews.hk under the “ HKExnews > Listed Company Information > Latest Listed Company Information ” section, respectively.

Members of the public may obtain a copy of the printed prospectus, free of charge, upon request during normal business hours from 9:00 a.m. on Thursday, 19 May 2016 until 12:00 noon on Tuesday, 24 May 2016 at the following locations:

  1. any of the following branches of the receiving bank for the Hong Kong Public Offering:

Bank of China (Hong Kong) Limited

Hong Kong Island
Kowloon
Branch Name
Bank of China Tower
Branch
Sheung Wan Branch
409 Hennessy Road
Branch
King’s Road Branch
Chai Wan Branch
Shanghai Street (Mong
Kok) Branch
Tsim Sha Tsui East
Branch
Mei Foo Mount Sterling
Mall Branch
Address
3/F, 1 Garden Road,
Central
Shop 1-4, G/F, Tung Hip
Commercial Building,
244-248 Des Voeux
Road Central
409-415 Hennessy
Road, Wan Chai
131-133 King’s Road,
North Point
Block B, Walton Estate,
341-343 Chai Wan
Road, Chai Wan
611-617 Shanghai
Street, Mong Kok
Shop 3, LG/F, Hilton
Towers, 96 Granville
Road, Tsim Sha Tsui
East
Shop N47-49 Mount
Sterling Mall, Mei Foo
Sun Chuen, Mei Foo

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New Territories Branch Name
East Point City Branch
Citywalk Branch
Shatin Branch
Kau Yuk Road Branch
Address
Shop 101, East Point
City, Tseung Kwan O
Shop 65, G/F, Citywalk,
1 Yeung Uk Road,
Tsuen Wan
Shop 20, Level 1, Lucky
Plaza, 1-15 Wang Pok
Street, Sha Tin
18-24 Kau Yuk Road,
Yuen Long
  1. any of the following offices of the Joint Global Coordinators:

  2. (a) BOCI Asia Limited , at 26/F, Bank of China Tower, 1 Garden Road, Hong Kong;

  3. (b) Goldman Sachs (Asia) L.L.C. , at 68th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong;

  4. (c) Morgan Stanley Asia Limited , at Level 46, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong; and

  5. the Depository Counter of HKSCC at 1/F, One & Two Exchange Square, 8 Connaught Place, Central, Hong Kong.

Details of where printed prospectuses may be obtained will be displayed prominently at every branch of Bank of China (Hong Kong) Limited where WHITE Application Forms are distributed.

During normal business hours from 9:00 a.m. on Thursday, 19 May 2016 until 12:00 noon on Tuesday, 24 May 2016, at least three copies of the printed prospectus will be available for inspection at every location where the WHITE and YELLOW Application Forms are distributed as set out in “How to Apply for Hong Kong Offer Shares” in the Prospectus.

Applicants who would like to have the allotted Hong Kong Offer Shares issued in their own names should (i) complete and sign the WHITE Application Forms or (ii) submit applications online through the designated website of the White Form eIPO Service Provider at www.eipo.com.hk through the White Form eIPO service. Applicants who would like to have the allotted Hong Kong Offer Shares issued in the name of HKSCC Nominees Limited and deposited directly

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into Central Clearing and Settlement System (“ CCASS ”) for credit to their CCASS Investor Participant stock accounts or the stock accounts of their designated CCASS Participants maintained in CCASS should either (i) complete and sign the YELLOW Application Forms or (ii) give electronic application instructions to HKSCC via CCASS.

Copies of the WHITE Application Form may be obtained during normal business hours from 9:00 a.m. on Thursday, 19 May 2016 until 12:00 noon on Tuesday, 24 May 2016 from:

  1. any of the following branches of the receiving bank for the Hong Kong Public Offering:

Bank of China (Hong Kong) Limited

Hong Kong Island
Kowloon
Branch Name
Bank of China Tower
Branch
Sheung Wan Branch
409 Hennessy Road
Branch
King’s Road Branch
Chai Wan Branch
Shanghai Street (Mong
Kok) Branch
Tsim Sha Tsui East
Branch
Mei Foo Mount Sterling
Mall Branch
Address
3/F, 1 Garden Road,
Central
Shop 1-4, G/F, Tung Hip
Commercial Building,
244-248 Des Voeux
Road Central
409-415 Hennessy
Road, Wan Chai
131-133 King’s Road,
North Point
Block B, Walton Estate,
341-343 Chai Wan
Road, Chai Wan
611-617 Shanghai
Street, Mong Kok
Shop 3,LG/F,Hilton
Towers,96 Granville
Road,Tsim Sha Tsui
East
Shop N47-49 Mount
Sterling Mall, Mei Foo
Sun Chuen, Mei Foo

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New Territories Branch Name
East Point City Branch
Citywalk Branch
Shatin Branch
Kau Yuk Road Branch
Address
Shop 101, East Point
City, Tseung Kwan O
Shop 65, G/F, Citywalk,
1 Yeung Uk Road,
Tsuen Wan
Shop 20, Level 1, Lucky
Plaza, 1-15 Wang Pok
Street, Sha Tin
18-24 Kau Yuk Road,
Yuen Long
  1. any of the following offices of the Joint Global Coordinators:

  2. (a) BOCI Asia Limited , at 26/F, Bank of China Tower, 1 Garden Road, Hong Kong;

  3. (b) Goldman Sachs (Asia) L.L.C. , at 68th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong; and

  4. (c) Morgan Stanley Asia Limited , at Level 46, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong.

Copies of the Prospectus, together with the YELLOW Application Form, may be obtained during normal business hours from 9:00 a.m. on Thursday, 19 May 2016 until 12:00 noon on Tuesday, 24 May 2016 at the Depository Counter of HKSCC at 1/F, One & Two Exchange Square, 8 Connaught Place, Central, Hong Kong or from your stockbroker.

Applicants applying through the White Form eIPO service may submit applications through the designated website at www.eipo.com.hk from 9:00 a.m. on Thursday, 19 May 2016 until 11:30 a.m. on Tuesday, 24 May 2016 or such later time as described in the section headed “ How to Apply for Hong — Kong Offer Shares Effect of Bad Weather on the Opening and Closing of the Application Lists ” in the Prospectus (24 hours daily, except on the last application day).

CCASS Participants can input electronic application instructions from 9:00 a.m. on Thursday, 19 May 2016 until 12:00 noon on Tuesday, 24 May 2016,or such later time as described in the section “ How to Apply for Hong Kong OfferShares Effect of Bad Weather on the Opening and Closing of the Application Lists ” in the Prospectus.

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Please refer to the sections headed “ Structure of the Global Offering ” and “ How to Apply for Hong Kong Public Offer Shares ” in the Prospectus for details of the conditions and procedures of the Hong Kong Public Offering.

The Company expects to announce the level of indications of interest in the International Offering, the level of applications in the Hong Kong Public Offering and the basis of allocation of the Hong Kong Offer Shares on Tuesday, 31 May 2016 in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese), and on the websites of the Company at www.bocaviation.com and the Stock Exchange at www.hkexnews.hk . The results of allocations (with the successful applicants’ identification document numbers, where applicable) under the Hong Kong Public Offering will be made available through a variety of channels from Tuesday, 31 May 2016 as described in the section headed “ How to Apply for Hong Kong Offer Shares — Publication of Results ” in the Prospectus.

The Share certificates are expected to be issued on Wednesday, 1 June 2016 but will only become valid at 8:00 a.m. on that date, provided that the Global Offering has become unconditional and the right of termination described in “ the section headed Underwriting Underwriting Arrangements and Expenses — Hong Kong Public Offering — Grounds for Termination ” in the Prospectus has not been exercised. Dealings in the Shares on the Stock Exchange are expected to commence at 9:00 a.m. on Wednesday, 1 June 2016. The Shares will be traded in board lots of 100 Shares each. No receipt will be issued for sums paid on application.

By order of the Board BOC Aviation Limited Chen Siqing Chairman

Hong Kong, 19 May 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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