FRAMEWORK AGREEMENT FOR PURCHASE OF BOEING 7E7 ...

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) FRAMEWORK AGREEMENT FOR PURCHASE OF BOEING 7E7 AIRCRAFT The Company hereby announces that on 28 January 2005 the Company, other Contracting Chinese Airlines, CASGC and the Boeing Company entered into the Framework Agreement, pursuant to which the Company expects in the near future to enter into the Specific Purchase Agreement for the acquisition of the Boeing Aircraft. The Specific Purchase Agreement is expected to be finalised but, as yet, no definitive agreement has been reached. The Company hereby announces that on 28 January 2005 the Company, other Contracting Chinese Airlines, CASGC and the Boeing Company entered into the Framework Agreement pursuant to which the CASGC agrees to purchase (as import agent for the Company and other Contracting Chinese Airlines) from the Boeing Company 60 Boeing 7E7 aircraft, the aggregate catalog price of which is approximately US$7.3 billion. Pursuant to the Framework Agreement, each of the Contracting Chinese Airlines will enter into separate purchase agreements with CASGC and the Boeing Company in respect of the purchase of a certain number of aircraft out of the total 60 Boeing 7E7 aircraft. The Company expects in the near future to enter into the Specific Purchase Agreement with CASGC and Boeing Company for the acquisition of the Boeing Aircraft at an aggregate consideration expected to be lower than the catalog price for the Boeing Aircraft. The delivery of the Boeing Aircraft is expected to take place in stages from mid 2008. The Specific Purchase Agreement is expected to be finalised but, as yet, no definitive agreement has been reached. If and when the Specific Purchase Agreement has been signed, the Company will make a further announcement. The Board on 28 January 2005 gave its in-principle approval for the Company's proposed acquisition of the Boeing Aircraft. The Board believes the acquisition of the Boeing Aircraft will expand the fleet capacity of the Company and further enhance its fleet. The Company confirms that, to the best of the Directors' knowledge, information and belief, each of the CASGC and the Boeing Company is an independent third party and not a connected person (as defined in the Listing Rules) of the Company. DEFINITION In this announcement, unless the context otherwise requires, the following terms shall have the following meanings: "Board" the board of directors of the Company "Boeing Aircraft" 15 Boeing 7E7 aircraft proposed to be purchased by the Company pursuant to the Specific Purchase Agreement "Boeing Company" Boeing Company, a company incorporated in Delaware of the United States "CASGC" China Aviation Supplies Import and Export Group Corporation, a company incorporated in the People's Republic of China "Contracting Chinese Airlines" several major Chinese airline companies which are parties to the Framework Agreement, including, among others, the Company, China Eastern Airlines Corporation Limited and China Southern Airlines Company Limited "Company" Air China Limited, a company incorporated in the People's Republic of China with primary listing on The Stock Exchange of Hong Kong Limited and secondary listing on the Official List of the UK Listing Authority "Director(s)" the director(s) of the Company "Framework Agreement" a framework agreement entered into between the Contracting Chinese Airlines, CASGC and Boeing Company on 28 January 2005 for the purchase of Boeing 7E7 aircraft "Listing Rules" The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited "Specific Purchase Agreement" the specific purchase agreement expected to be entered into in the future between the Company, CASGC and the Boeing Company for the purchase by the Company of the Boeing Aircraft By order of the Board Air China Limited Li Jiaxiang Chairman Beijing, 28 January 2005 As at the date of this announcement, the Directors of the Company are Messrs Li Jiaxiang, Kong Dong, Wang Shixiang, Yao Weiting, Ma Xulun, Cai Jianjiang, Fan Cheng, Hu Hung Lick, Henry, Wu Zhipan and Zhang Ke.
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