09:30 AIR CHINA<00753> - Announcement (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss whatsoever arising from or in reliance upon the whole or any part of the contents of this announcement. AIR CHINA LIMITED (a joint stock limited company incorporated in the People's Republic of China with limited liability) (Stock Code: 753) PURCHASE OF 20 A330-200 AIRCRAFT MAJOR TRANSACTION The Company hereby announces that on 26 January 2005 the Company and AIE entered into an A330-200 Purchase Agreement with Airbus for the acquisition of 20 A330-200 aircraft from Airbus. CNAHC, which currently directly owns approximately 51.16% of the total issued share capital of the Company, has approved the Transaction. CNAHC does not have any interest in the Transaction other than as a shareholder of the Company. The Transaction constitutes a major transaction of the Company under the Listing Rules. AIRCRAFT PURCHASE AGREEMENT On 26 January 2005 the Company and AIE entered into an A330-200 Purchase Agreement with Airbus, pursuant to which the Company has agreed to purchase 20 A330-200 aircraft from Airbus. In addition, the Board of the Company on the same date has approved such acquisition. However, pursuant to Chinese regulations the Transaction is conditional upon Chinese government approval, which is not obtained yet. The details of the Transaction are summarized as follows: Date of the Transaction: 26 January 2005 Parties to the Transaction: (i) the Company, as the purchaser, the principal business activity of which is air passenger, air cargo and airline-related services; (ii) AIE, as the import agent; and (iii) Airbus, as the vendor, the principal business activity of which is aircraft manufacturing. The Company confirms that, to the best of the Directors' knowledge, information and belief having made all reasonable enquiry, Airbus and each of the ultimate beneficial owner of Airbus are independent third parties and not connected persons (as defined in the Listing Rules) of the Company. Aircraft to be Acquired: 20 A330-200 aircraft Consideration: According to the information provided by Airbus, the market price, as contained in the catalog provided to the Company by Airbus, of the Airbus Aircraft in aggregation is around US$2.86 billion. The aggregate consideration for the Airbus Aircraft which is determined after arm's length negotiation between the parties, is lower than the market price as contained in that Airbus catalog. As the relevant consideration percentage ratio under Rule 14.07 of the Listing Rules for the Transaction is above 25% but less than 100%, the Transaction constitutes a major transaction and is therefore subject to approval by the Company's shareholders under the Listing Rules. Payment and Delivery Terms: The aggregate consideration for the acquisition of Airbus Aircraft is payable by cash in instalments. The Airbus Aircraft are expected to be delivered in stages to the Company from mid 2006 to end 2008. Source of Funding: The Transaction will be funded through cash from the Company's operation and commercial bank loans. No proceeds from the Company's recent global offering will be used to finance this Transaction. REASONS FOR AND BENEFITS OF THE TRANSACTION The Airbus Aircraft will expand the fleet capacity of the Company and they will principally serve the routes to international destinations