10:13 CHINA EAST AIR<00670> - Announcement (2) The Transaction has been approved by the relevant regulatory authority (ies) in the People's Republic of China in compliance with the relevant regulatory requirements. The Directors believe that the terms of the Aircraft Purchase Agreement and the Transaction are fair and reasonable and in the interests of the Company's shareholders as a whole. The Company will perform the Aircraft Purchase Agreement in accordance with its terms and provisions. The relevant "percentage ratio" for the Transaction calculated under Rule 14.07 of the Listing Rules is above 25%, but less than 100%. Nonetheless, based on the information currently available to the Stock Exchange, the Stock Exchange takes the view that the Transaction and the aircraft purchase agreements of 9th October, 2004 and 16th March, 2005 with Airbus SAS (as disclosed in the Company's announcements dated 13th October, 2004 and 17th March, 2005, respectively) will, pursuant to Rule 14.22 of the Listing Rules, be aggregated and treated as if they were one transaction for the purpose of Chapter 14 of the Listing Rules as applied by the Stock Exchange. The Aircraft Purchase Agreement is therefore considered by the Stock Exchange to constitute a " very substantial acquisition" of the Company, and a shareholders' meeting is required to be convened to adopt the Aircraft Purchase Agreement. The Company has been in discussions with the Stock Exchange regarding the applicability of the relevant provisions under the Listing Rules, and is, alternatively, seeking from the Stock Exchange a waiver from strict compliance with the shareholders' meeting requirement if required. The Company will make further announcement as and when appropriate. DEFINITIONS In this announcement, unless the context otherwise requires, the following terms shall have the following meanings: "Airbus SAS" means Airbus SAS, a company created and existing under the laws of France; "Aircraft" means fifteen brand new A320 series aircraft, comprising eleven A321 and four A320 aircraft (with engines), being purchased by the Company from Airbus SAS; "Aircraft Purchase means an agreement of 21st April, 2005 between the Agreement" Company and Airbus SAS in respect of the purchase by the Company of the Aircraft from Airbus SAS; "CEA Holding" means*(China Eastern Air Holding Company), a wholly State-owned enterprise and the controlling shareholder of the Company holding approximately 61.64% of its issued share capital; "Company" means*(China Eastern Airlines Corporation Limited), a joint stock limited company incorporated in the People's Republic of China with limited liability, whose H shares, A shares and American depositary shares are listed on the Stock Exchange, the Shanghai Stock Exchange and the New York Stock Exchange, Inc., respectively; "Directors" means the directors of the Company; "HK$" means Hong Kong dollar, the lawful currency of Hong Kong; "Hong Kong" means the Hong Kong Special Administrative Region of the People's Republic of China; "Listing Rules" means the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited; "RMB" means Renminbi, the lawful currency of the People's Republic of China; "Stock Exchange" means The Stock Exchange of Hong Kong Limited; "Transaction" means the proposed acquisition by the Company of the Aircraft under the Aircraft Purchase Agreement. By order of the board of the Directors CHINA EASTERN AIRLINES CORPORATION LIMITED Luo Zhuping Director and Company Secretary The Directors as at the date of this announcement are: Li Fenghua (Chairman, Executive Director) Ye Yigan (Non-executive Director) Cao Jianxiong (Non-executive Director) Wan Mingwu (Vice President, Executive Director) Zhong Xiong (Non-executive Director) Luo Zhuping (Executive Director) Hu Honggao (Independent non-executive Director) Peter Lok (Independent non-executive Director) Wu Baiwang (Independent non-executive Director) Zhou Ruijin (Independent non-executive Director) Xie Rong (Independent non-executive Director) Shanghai, the People's Republic of China 21st April, 2005