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Continuing Connected Transactions Aircraft Maintenance 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. HONG KONG AIRCRAFT ENGINEERING COMPANY LIMITED (Incorporated in Hong Kong with limited liability) (Stock Code: 44) Announcement Continuing Connected Transactions Aircraft Maintenance Independent Financial Adviser: ING Bank N.V. Cathay Pacific, HAECO and HXITM entered into the Framework Agreement on 13th November 2013. It provides a framework for the performance of the Services for a term of 10 years ending on 31st December 2022. The Services (being maintenance and related services in respect of aircraft, aircraft engines and aircraft parts and components and including ITM Services and the secondment of personnel) are provided by the HAECO Group to the Cathay Pacific Group and vice versa and by HXITM to the HAECO Group and vice versa. As Cathay Pacific and HXITM are connected persons of HAECO, the transactions contemplated under the Framework Agreement constitute continuing connected transactions for HAECO under Rule 14A.14 of the Listing Rules and are subject to the reporting, announcement and independent shareholders’ approval requirements under Rule 14A.35. A circular containing the particulars of the Framework Agreement, a letter from the Independent Board Committee, a letter from the Independent Financial Adviser and a notice to convene an EGM of the Company, will be despatched to the shareholders of the Company on or before 4th December 2013 in accordance with the Listing Rules. Framework Agreement dated 13th November 2013 Parties: (1) Cathay Pacific (2) HAECO (3) HXITM - 1 - Particulars Cathay Pacific, HAECO and HXITM entered into the Framework Agreement on 13th November 2013. It provides a framework for the performance of the Services for a term of 10 years ending on 31st December 2022. The Services (being maintenance and related services in respect of aircraft, aircraft engines and aircraft parts and components and including ITM Services and the secondment of personnel) are provided by the HAECO Group to the Cathay Pacific Group and vice versa and by HXITM to the HAECO Group and vice versa. A duration of 10 years for the Framework Agreement is required in order for the HAECO Group and HXITM to maintain the facilities, components and spare parts necessary for them to provide the Services in a cost effective manner. Since the duration of the Framework Agreement is 10 years, ING Bank N.V. has been appointed as Independent Financial Adviser to comment on such duration. The comments of the Independent Financial Adviser will be set out in a letter from it in the circular to be despatched to shareholders. The Framework Agreement covers existing Relevant Agreements between (i) the Cathay Pacific Group and the HAECO Group and (ii) the HAECO Group and HXITM and provides a framework under which Relevant Agreements are entered into, renewed and extended for terms or successive terms expiring on or before 31st December 2022. The terms of the Framework Agreement are consistent with normal business practices. The terms of the existing Relevant Agreements covered by the Framework Agreement, including the fact that charges for the Services are determined by reference to the aircraft, aircraft engines, aircraft parts and components concerned and the required technical standards, have been arrived at after negotiations at arm’s length on normal commercial terms. Payments are required to be made in cash within 30 days of receipt of invoices. A party to any Relevant Agreement may terminate that Relevant Agreement with immediate effect by notice in the event of material default by another party. If a Relevant Agreement is terminated, all the rights and obligations of the parties under it, except those subsisting at the time of termination, will thereupon cease. The Framework Agreement is conditional upon approval being given at the EGMs of Cathay Pacific and HAECO to be convened for the purpose of approving it. If such condition is satisfied, the Framework Agreement will thereupon come into effect and the 2007 Framework Agreement will thereupon be terminated. As between the parties, the 2007 Framework Agreement will be treated as having been terminated on 1st January 2013 and the Framework Agreement will be treated as having come into effect on 1st January 2013. The 2007 Framework Agreement was entered into between Cathay Pacific and HAECO on 21st May 2007. HAECO published an announcement in respect of the 2007 Framework Agreement dated 21st May 2007 and despatched a circular to shareholders in respect of it dated 5th June 2007. - 2 - The Services The Services are or will be provided under Relevant Agreements as follows: (1) Total Care Package Contract dated 9th September 2004 between AHK and HAECO; (2) Aircraft Line Maintenance Services Agreement dated 26th February 2013 between AHK and TAECO; (3) IATA Standard Ground Handling Agreement dated 1st January 2008 between Cathay Pacific and TAECO; (4) IATA Standard Ground Handling Agreement dated 26th July 2010 between Dragonair and TAECO; (5) Aircraft Maintenance Services Agreement for AHK B747-400BCF aircraft dated 20th May 2011 between AHK and HAECO; (6) TAECO Services Agreement dated 19th July 2012 between Cathay Pacific and TAECO; (7) Joint Venture Agreement dated 24th September 2012 between HAECO, Cathay Pacific and HXITM; (8) Services Agreement dated 24th September 2012 between HAECO and HXITM; (9) Secondment Agreement dated 24th September 2012 between Cathay Pacific and HXITM; (10) Inventory Technical Management Services Agreement dated 24th September 2012 between Cathay Pacific, Dragonair and HXITM; (11) HAECO Services Agreement dated 29th November 2012 between Cathay Pacific and HAECO; (12) Aircraft Line Maintenance (Hong Kong) Services Agreement dated 1st January 2013 between AHK and HAECO; and (13) any further agreements under which maintenance and related services in respect of aircraft, aircraft engines and aircraft parts and components are provided by the HAECO Group to the Cathay Pacific Group and vice versa and by HXITM to the HAECO Group and vice versa. The Services include, but are not limited to, the following: (1) the provision by HAECO to AHK of a total care package for AHK’s fleet, including acquisition of an inventory of rotable and repairable spares for leasing - 3 - to AHK and providing management of and logistics support and maintenance for this inventory; (2) the provision by HAECO of line maintenance services for AHK’s fleet at HKIA, including routine maintenance checks, non-routine maintenance, actions to address inbound technical issues, ad-hoc maintenance support, ramp services, material supplies, tooling supplies, aircraft release and certification and aircraft on ground support; (3) the provision by HAECO to the Cathay Pacific Group of LM Services and BM Services at HKIA, stores and logistics support services (comprising receiving and inspection, warehousing, distribution and import export services), supply of materials, CAO Services and Engineering Services; (4) the provision by TAECO to the Cathay Pacific Group of storage facilities, supply of materials, BM Services at Xiamen, Engineering Services and LM Services for aircraft visiting Xiamen and such other airports as the Cathay Pacific Group and TAECO agree; (5) the provision of ITM Services by HXITM to the Cathay Pacific Group; (6) the secondment of personnel from the HAECO Group to HXITM and the provision by the HAECO Group to HXITM of certain repair services (including testing, overhaul, modification and investigation of aircraft parts and components) and certain administrative and other services; and (7) the secondment of personnel from the Cathay Pacific Group to HXITM in order to facilitate the operations of HXITM. The annual caps The annual caps for the Transactions have been determined by reference to the actual amounts of the Services provided in the ten years ended 31st December 2012 (as set out below) and a forecast of payments for the Services to be provided in the 10 years ending 31st December 2022. The forecast has been prepared having regard, inter alia, to projections by the Cathay Pacific Group of its fleet size, its annual aircraft utilisation and other operating parameters and take into account the fact that there are (or were in the case of aircraft which have already been delivered) firm orders for the delivery of 89 aircraft from 2013 to 2020. Account has also been taken of the fact that, in 2012, HK$1 million was payable by HXITM to Cathay Pacific for the secondment of personnel and HK$17 million was payable by HXITM to HAECO for the secondment of personnel and the provision of other Services. Cushions have been added to provide flexibility for possible changes in the level of Services associated with the growth of the Cathay Pacific Group and in the scheduled and possible unscheduled maintenance of its aircraft. The Directors estimate that the amounts payable for the Services in respect of aircraft maintenance for the 10 years ending 31st December 2022 will not exceed the annual caps set out below, which consolidate and replace the annual caps previously set for the Transactions. The annual caps in - 4 - respect of Services payable by the Cathay Pacific Group to the HAECO Group (including HXITM) (and vice versa) and by the HAECO Group (excluding HXITM) to HXITM (and vice versa) include Services provided under the joint venture agreement entered into between Cathay Pacific, HAECO and HXITM on 24th September 2012, in respect of which Cathay Pacific and HAECO published an announcement dated 24th September 2012. The annual caps in respect of Services payable by the Cathay Pacific Group to the HAECO Group for 2013 to 2016 were approved at the Company’s EGM held on 29th June 2007 and remain unchanged.
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