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Air China Limited THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares of Air China Limited, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or the transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular. AIR CHINA LIMITED (a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 753) CONNECTED TRANSACTION: PURCHASE OF EQUITY INTEREST IN AIR CHINA CARGO FROM CAPITAL AIRPORTS HOLDING COMPANY Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders A letter from the Board is set out on pages 4 to 8 of this circular and a letter from the Independent Board Committee is set out on pages 9 to 10 of this circular. A letter of advice from Kingsway Capital Limited, the Independent Financial Adviser, containing its advice to the Independent Board Committee and the independent Shareholders of the Company is set out on pages 11 to 17 of this circular. 15 April 2009 CONTENTS Page Definitions......................................................................................................... 1 Letter from the Board ........................................................................................ 4 Letter from the Independent Board Committee..................................................... 9 Letter from Kingsway......................................................................................... 11 Appendix᧩ General Information.................................................................... 18 – i – DEFINITIONS In this circular, the following expressions have the following meanings, unless the context requires otherwise: “A Shares” ordinary shares in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in RMB on the Shanghai Stock Exchange “Air China Cargo” Air China Cargo Co., Ltd., a company with limited liability incorporated in the PRC, the registered share capital of which was owned by the Company (including indirect interest held through CNAC) and the Capital Airports Holding Company by 76% and 24%, respectively, immediately prior to the completion of the Transaction and is wholly-owned by the Company (including indirect interest held through CNAC) upon completion of the Transaction “Associate(s)” has the meaning ascribed hereto under the Listing Rules “Board” the board of directors of the Company “Capital Airports” Capital Airports Holding Company, an enterprise established in the PRC “CNAC” China National Aviation Company Limited, a company incorporated under the laws of Hong Kong with limited liability “CNACG” China National Aviation Corporation (Group) Limited, a company incorporated under the laws of Hong Kong and a wholly-owned subsidiary of CNAHC as at the date of this circular “CNAHC” China National Aviation Holding Company, a company incorporated under the laws of the People’s Republic of China “Company” Air China Limited, a company incorporated in the People’s Republic of China, whose H Shares are listed on the Stock Exchange as its primary listing venue and on the Official List of the UK Listing Authority as its secondary listing venue, and whose A Shares are listed on the Shanghai Stock Exchange – 1 – DEFINITIONS “Director(s)” the director(s) of the Company “H Shares” overseas listed foreign shares of RMB1.00 each in the share capital of the Company “Independent Board Committee” the independent board committee of the Company comprising Hu Hung Lick, Henry, Wu Zhipan, Zhang Ke and Jia Kang, all being independent non-executive Directors “Kingsway” or “Independent Kingsway Capital Limited, a licensed corporation to carry Financial Adviser” on type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activity as defined in Schedule 5 of the SFO, being the independent financial adviser to the Independent Board Committee and the independent Shareholders of the Company in respect of the Transaction “Latest Practicable Date” 8 April 2009, being the latest practicable date prior to the printing of this circular “Listing Rules” The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited “PRC” the People’s Republic of China, excluding, for the purpose of this circular only, Hong Kong, Macau and Taiwan “Sale and Purchase Agreement” an agreement relating to the sale and purchase of 24% of the issued share capital of Air China Cargo dated 2 April 2009 entered into among the Company and Capital Airports pursuant to which, among other things, the Company has agreed to purchase and Capital Airports has agreed to sell 24% of the issued share capital of Air China Cargo “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time “Shareholder(s)” registered holder(s) of the shares of the Company – 2 – DEFINITIONS “Stock Exchange” The Stock Exchange of Hong Kong Limited “Supervisor(s)” the supervisor(s) of the Company “Transaction” the transaction contemplated under the Sale and Purchase Agreement – 3 – LETTER FROM THE BOARD AIR CHINA LIMITED (a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 753) Directors: Registered address: Non-executive Directors: 9th Floor, Blue Sky Mansion Kong Dong (Chairman) 28 Tianzhu Road, Zone A Wang Yinxiang (Vice Chairman) Tianzhu Airport Industrial Zone Wang Shixiang (Vice Chairman) Shunyi District Christopher Dale Pratt Beijing, PRC Chen Nan Lok, Philip Principal place of Executive Directors: business in Hong Kong: Cai Jianjiang 5th Floor, CNAC House Fan Cheng 12 Tung Fai Road Hong Kong International Airport Independent Non-Executive Directors: Hong Kong Hu Hung Lick, Henry Wu Zhi Pan Zhang Ke Jia Kang 15 April 2009 To the Shareholders Dear Sir or Madam, CONNECTED TRANSACTION 1. INTRODUCTION On 2 April 2009, the Company entered into the Sale and Purchase Agreement with Capital Airports, pursuant to which the Company has agreed to purchase from Capital Airports its 24% equity interest in the registered capital of Air China Cargo. – 4 – LETTER FROM THE BOARD The Transaction constitutes a connected transaction of the Company under the Listing Rules. The Independent Board Committee has been established to consider and advise the independent Shareholders of the Company in respect of the Transaction contemplated under the Sale and Purchase Agreement. Pursuant to the Listing Rules, Kingsway has been appointed as the Independent Financial Adviser to make recommendations to the Independent Board Committee and the independent Shareholders of the Company as to whether or not the terms of the Sale and Purchase Agreement contemplated thereunder are fair and reasonable so far as the independent Shareholders of the Company are concerned and are in the interests of the Company and the Shareholders as a whole. The purposes of this circular are: (i) to set out further details of the Transaction; (ii) to set out the views from the Directors and the Independent Board Committee with regard to the Transaction; and (iii) to set out the letter of advice from Kingsway to the Independent Board Committee and the independent Shareholders of the Company in relation to the terms of the Transaction. 2. THE SALE AND PURCHASE AGREEMENT (1) Date of the Transaction 2 April 2009 (2) Parties to the Transaction (i) The Company, as the purchaser, the principal business activity of which is carrying air passenger, carrying air cargo and providing airline-related services; and (ii) Capital Airports, as the vendor, the principal business activity of which is providing ground handling services to domestic and international airlines, providing operations and management services to member airports and other member entities, counters and premises rental, management of car parking, housing rental and properties management. Immediately prior to the completion of the Transaction, Capital Airports owns 24% of the equity interest in Air China Cargo. As Air China Cargo is a subsidiary of the Company and Capital Airports is a substantial shareholder of Air China Cargo within the meaning of the Listing Rules, Capital Airports is – 5 – LETTER FROM THE BOARD therefore regarded as a connected person of the Company within the meaning of the Listing Rules. Accordingly, the Transaction between the Company and Capital Airports constitutes a connected transaction of the Company within the meaning of the Listing Rules. (3) Asset to be acquired by the Company under the Transaction Pursuant to the Sale and Purchase Agreement, 24% of the equity interest in Air China Cargo shall be transferred from Capital Airports to the Company. Consequently, upon completion of the Transaction, the Company’s interest in Air China Cargo (including indirect interest held through CNAC) will increase from 76% to 100%. Air
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