BOC Aviation Limited — Capital/Financing Update 2017

Dec 22, 2017

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.

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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

DISCLOSEABLE TRANSACTION IN RELATION TO THE SALE OF TWO AIRCRAFT

The Board is pleased to announce that the Company has entered into aircraft sale agreements for the sale of two aircraft to a third-party buyer.

1. Introduction

The Board is pleased to announce that the Company has entered into the Agreements with the Buyer, a third party principally engaged in aircraft leasing business, pursuant to which the Company has agreed to sell the Aircraft to the Buyer and to concurrently transfer the leases in respect of the Aircraft to the Buyer (the “ Transaction ”). One sale is expected to close in December 2017 and the other is expected to close in the first half of 2018.

2. Details of the Agreements

(a) The Aircraft

Two Boeing 777-300ER aircraft leased to the same airline (the “ Aircraft ”).

• For identification purpose only

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(b) Consideration

The aggregate current market appraised value of the Aircraft (as an average of valuations obtained from three independent appraisers) is approximately US$251 million before final closing adjustments. The consideration for the Transaction was established on an arm’s length basis, taking into account the terms and conditions of the Transaction as a whole and with reference to market conditions.

The aggregate net book value and the aggregate gain or loss on the sale of the Aircraft are commercially sensitive information as is the aggregate net profits (both before and after tax) attributable to the Aircraft.

The gain or loss from the sale of each Aircraft will be disclosed in the Company’s annual or interim financial statements (as applicable) for the period in which the sale of such Aircraft is closed, on an aggregated basis together with all other aircraft sold by the Company during such period.

The Company has therefore applied to the Stock Exchange for, and the Stock Exchange has granted, a waiver from strict compliance with (i) Rule 14.58(4) of the Listing Rules requiring disclosure of the aggregate value of the consideration of the Aircraft, (ii) Rule 14.58(6) of the Listing Rules requiring disclosure of the net book value of the Aircraft, (iii) Rule 14.58(7) of the Listing Rules requiring disclosure of the net profits attributable to the Aircraft for the two financial years immediately preceding the Transaction, and (iv) Rule 14.60(3)(a) of the Listing Rules requiring disclosure of details of the gain or loss expected to accrue to the Company from the Transaction and the basis for calculating such gain or loss.

(c) Payment and delivery terms

The consideration for the sale of each Aircraft is payable in cash upon completion of the sale of such Aircraft.

3. Reasons for, and benefits of, the Transaction

The Directors are of the view that the Transaction is in line with the strategy of the Group to sell our aircraft to mitigate risks in the Group’s aircraft portfolio, to generate gains on sale and to reinvest the sale proceeds in new aircraft investments. The Transaction is conducted in the ordinary course of business of the Group.

The Directors confirm that the terms of the Transaction are fair and reasonable and in the interests of the shareholders of the Company as a whole and the Transaction will have no material adverse impact on the operations and financial position of the Group.

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4. Use of proceeds

The proceeds of the Transaction will be used by the Company to fund future aircraft investments and for general corporate purposes.

5. Information about the Buyer

The Buyer is principally engaged in aircraft leasing business.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Buyer and its ultimate beneficial owner are third parties independent of the Company and of connected persons of the Company.

6. Information about the Company

The Company is a leading global aircraft operating leasing company with a fleet of 499 aircraft owned, managed or on order as at 30 September 2017.

7. Listing Rules implications of the Transaction

As one of the relevant percentage ratios under Rule 14.07 of the Listing Rules for the Transaction is more than 5% but all relevant percentage ratios are less than 25%, the Transaction constitutes a discloseable transaction for the Company, and is therefore subject to only the notification and announcement requirements under the Listing Rules.

8. Definitions

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

“Agreements”

the two aircraft sale agreements, dated 15 December 2017 and 22 December 2017 respectively, between the Company as seller and the Buyer as purchaser in respect of the Aircraft

“Board” the board of Directors “Buyer” certain subsidiaries of a third party aircraft leasing company

“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

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“Directors” the directors of the Company “Group” the Company and its subsidiaries “Listing Rules” The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited “Stock Exchange” The Stock Exchange of Hong Kong Limited “US$” United States dollars, the lawful currency of the United States of America

By Order of the Board BOC Aviation Limited Zhang Yanqiu, Juliana Company Secretary

Hong Kong, 22 December 2017

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 Jian as Executive Directors, Mr. Gao Zhaogang, Mr. Li Mang, Mr. Liu Chenggang and Ms. Zhu Lin as Non-executive Directors and Mr. Dai Deming, Mr. Fu Shula, Mr. Antony Nigel Tyler and Dr. Yeung Yin Bernard as Independent Non-executive Directors.

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