Air China Regulatory News (AIRC)

21 Nov 2012 08:00



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 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: 00753)

CONTINUING CONNECTED TRANSACTIONS

CONTINUING CONNECTED TRANSACTIONS

1. INTRODUCTION

Reference is made to the 2009 Circular in relation to the continuing connected transactions of the Company. At the 2009 EGM, the Independent Shareholders approved (i) certain non-exempt continuing connected transaction of the Company and its relevant annual caps for the three years ending 31 December 2012; and (ii) certain exempt continuing connected transactions of the Company and their relevant annual caps for the three years ending 31 December 2012 that are required by the Shanghai Listing Rules to be approved by the Independent Shareholders. The Company expected certain continuing connected transactions set out in the 2009 Circular will continue to be conducted after 31 December 2012, therefore the Company will continue to comply with Chapter 14A of the Hong Kong Listing Rules for the continuing connected transactions to be conducted in the next three years (i.e. from 1 January 2013 to 31 December 2015), including further disclosure of information in this announcement and to seek Independent Shareholders' approval for the Non-exempt Continuing Connected Transactions (including the relevant proposed annual caps).

On 20 November 2012, the Board approved the continuing connected transactions set out in this announcement and the relevant annual caps for each of them for the three years ending 31 December 2013, 2014 and 2015. The Company will seek Independent Shareholders' approval for the Non-exempt Continuing Connected Transactions and the relevant proposed annual caps for each of the three years ending 31 December 2013, 2014 and 2015 in accordance with the Hong Kong Listing Rules. In addition, pursuant to the Shanghai Listing Rules, the Company will seek Independent Shareholders' approval for the continuing connected transactions under the Construction Project Management Agreement, Advertising Services Framework Agreement, Properties Leasing Agreement, Sales Agency Services Framework Agreement, Comprehensive Services Agreement, Charter Flight Service Framework Agreement and Financial Services Agreement.

2. PARTIES AND CONNECTION OF THE PARTIES

The Company, whose principal business activity is air passenger, air cargo and airline-related services, has been conducting continuing connected transactions with the following parties:

• CNAHC Group

CNAHC is a substantial shareholder of the Company and is therefore a connected person of the Company as defined under the Hong Kong Listing Rules. CNAHC is primarily engaged in managing the state-owned assets of CNAHC and the equity it holds in various companies.

• CNAMC

CNAMC is a wholly-owned subsidiary of CNAHC and is therefore a connected person of the Company as defined under the Hong Kong Listing Rules. CNAMC is primarily engaged in media and advertising business.

• CNAF

CNAF is a 75.54% held subsidiary of CNAHC and is therefore a connected person of the Company as defined under the Hong Kong Listing Rules. CNAF is primarily engaged in providing financial services to the members of CNAHC Group.

3. CONTINUING CONNECTED TRANSACTIONS EXEMPT FROM INDEPENDENT SHAREHOLDERS' APPROVAL

3.1 Media and Advertising Services

The Company entered into the Advertising Services Framework Agreement on 20 November 2012 with CNAMC.

Description of transaction: Pursuant to the Advertising Services Framework Agreement, CNAMC will have the following rights:

• an exclusive right to distribute in-flight reading materials of the Company;

• an exclusive operation right of certain media of the Company, including the boarding passes, in-flight entertainment system and flight schedules;

• a right to be commissioned to purchase in-flight entertainment programmes (which may include advertising content) from independent third parties or produce such programmes on its own;

• a right to develop and use the media of the Company and receive effective support and assistance from the Company in the course of the sale of advertisements. The advertising business cooperation which may be conducted from time to time between the Company and CNAMC includes (i) advertisements produced by CNAMC or for which CNAMC acts as agent and media developed by CNAMC for the Company (including outdoor advertisements on properties owned by the Company, ground broadcasting programmes (at ticket offices and on airport shuttles), the international e-commerce network check-in system and ticket envelopes (including air ticket envelopes and boarding pass envelopes)) and (ii) advertisements designed, produced and published by CNAMC, as commissioned by the Company through public tender; and

• a right to receive advertising fees at market price in respect of advertising design and image promotion conducted by CNAMC for the Company under the Company's commissioning.

As a consideration, CNAMC agrees to:

• pay the Company RMB26.25 million, RMB27.5625 million and RMB28.9406 million, respectively, for each of the three years ending 31 December 2013, 2014 and 2015 in respect of the exclusive operation rights of the specific media of the Company, and according to the annual budget of the Company, provide the Company with sufficient in-flight media (other than in-flight entertainment programmes), including in-flight publications, boarding passes and flight schedules that meet the Company's requirements; and

• pay the Company 20% of any revenue from any new advertising media of the Company which is not mentioned in the Advertising Services Framework Agreement but proposed to be developed by CNAMC on a case by case basis.

The Company agrees to pay immediately and directly to the independent entertainment programmes providers the purchase price for those in-flight entertainment programmes provided or purchased by CNAMC for the Company. In the event that the relevant entertainment programmes are produced by CNAMC at the request of the Company, the Company will pay the corresponding production costs and expenses to CNAMC.

The term of the Advertising Services Framework Agreement is from 1 January 2013 to 31 December 2015.

Reasons for such transaction: The Directors believe that it is in the best interest of the Company to enter into above transactions with CNAMC because:

• media and advertising business is not the core competency of the Company while CNAMC has extensive experience in in-flight advertising operation and has a proven network of advertising sponsors to draw upon; and

• CNAMC, being a company having engaged in the aviation media business for a long time, has a better understanding of the corporate culture and the brand of the Company and has certain advantages in entertainment programmes production and advertising agency business.

Historical Amounts and Proposed Caps:

The annual cap for the aggregate amount including in-flight entertainment programmes production fees and advertising agency fees paid by the Company to CNAMC for each of the three years ending 31 December 2012 is RMB60 million, RMB100 million and RMB120 million, respectively. For each of the two years ended 31 December 2010 and 31 December 2011 and the first six months of 2012, the actual aggregate amount paid by the Company to CNAMC including in-flight entertainment production fees and advertising agency fees was approximately RMB28.23 million, RMB57.75 million and RMB51.50 million, respectively.

It is proposed that for each of the three years ending 31 December 2013, 2014 and 2015, the annual cap for the aggregate amount paid by the Company to CNAMC including in-flight entertainment production fees and advertising agency fees shall be RMB138 million, RMB151.8 million and RMB167 million, respectively.

The annual amount payable by CNAMC to the Company under the Advertising Services Framework Agreement for each of the next three years ending 31 December 2013, 2014 and 2015 is expected to fall below the de minimis threshold as stipulated under Rule 14A.33(3) of the Hong Kong Listing Rules, therefore such transaction will be exempt from the reporting, annual review, announcement and independent shareholders' approval requirements for continuing connected transactions.

Basis for such caps:

The Company's service development strategy aims at continuously enhancing its service quality. Therefore, the Company will gradually increase its investment in the purchase and production of entertainment programmes as well as its investment in advertising on an annual basis. CNAMC will participate more in the Company's advertising promotion work in the next three years through tender. In addition, due to the increased number of aircraft of the Company, the need for entertainment programmes will increase correspondingly.

3.2 Property Leasing

The Company (for itself and on behalf of its subsidiaries) entered into the Properties Leasing Agreement with CNAHC (on behalf of CNAHC Group) on 20 November 2012.

Description of transaction: Pursuant to the Properties Leasing Agreement, the Company will lease from CNAHC a number of properties for various uses including as business premises, offices and storage facilities.

The Company will lease to CNAHC a number of properties for various uses including as business premises and offices.

The rent payable under the Properties Leasing Agreement will be determined in accordance with the relevant PRC regulations or market rates and by entering into a specific properties leasing agreement.

The term of the Properties Leasing Agreement is from 1 January 2013 to 31 December 2015.

Reasons for such transaction: In the ordinary course of business, the Company has entered into similar property leasing transactions with various parties including both connected persons and independent third parties.

Historical Amounts and Proposed Caps:

The annual cap for the aggregate amount of rent paid by the Company and its subsidiaries to CNAHC Group for each of the three years ending 31 December 2012 is RMB140 million, RMB147 million and RMB154.35 million, respectively. The actual aggregate amount of rent paid by the Company and its subsidiaries to CNAHC Group for each of the two years ended 31 December 2010 and 31 December 2011 and the first six months of 2012 was approximately RMB101 million, RMB75 million and RMB46.88 million, respectively.

It is proposed that the annual cap for the aggregate amount of rent payable by the Company and its subsidiaries to CNAHC Group for each of the three years ending 31 December 2013, 2014 and 2015 shall be RMB120 million, RMB138 million and RMB150 million, respectively.

The annual aggregate amount of rent payable by CNAHC Group to the Company and its subsidiaries for each of the next three years ending 31 December 2013, 2014 and 2015 are expected to fall below the de minimis threshold as stipulated under Rule 14A.33(3) of the Hong Kong Listing Rules, therefore such transaction will be exempt from the reporting, annual review, announcement and independent shareholders' approval requirements for continuing connected transactions.

Basis for such caps:

As at the date hereof, the Company and its subsidiaries have leased an aggregate area of approximately 58,000 sq.m. from CNAHC Group. The Company expects the rent level will rise in the next three years.

Based on our needs for operation and development, the area to be leased from CNAHC Group will increase in the next three years. In arriving at the annual caps, the Company and its subsidiaries have taken into account the possible 10% to 15% overall annual rental increase and based on the estimated rental expenditure of RMB85 million for the year of 2012. It is estimated the rental expenditure for 2013 will not exceed RMB120 million, with subsequent increase of 10% to 15% per year.

3.3 Sales Agency Services of Airline Tickets and Cargo Space

The Company (for itself and on behalf of its subsidiaries) entered into the Sales Agency Services Framework Agreement with CNAHC (on behalf of CNAHC Group) on 20 November 2012.

Description of transaction:Pursuant to the Sales Agency Services Framework Agreement, the Sales Agency Companies will:

• procure purchasers for the Company's air tickets and cargo spaces on a commission basis; or

• purchase air tickets (other than domestic air tickets) and cargo spaces from the Company and resell such air tickets and cargo spaces to end customers.

As for the air passenger agency services, the Company will consult with the Sales Agency Companies on a fair and voluntary basis and determine the agency service fee standards. In addition, the Company and the Sales Agency Companies may agree on specific sales targets and the corresponding incentive plans for achieving such targets to the extent permitted by law and in accordance with the industry practice.

As for the air cargo agency services, the Company and the Sales Agency Companies will discuss and determine the applicable transportation prices based on the prevailing market prices, and the Sales Agency Companies may formulate the transportation prices charged to its customers (including the prices for extended services offered to its customers) based on the aforesaid transportation prices, with differences to be retained as commissions. In addition, the Company and the Sales Agency Companies may agree on specific sales targets and the corresponding price discounts for achieving such sales targets in accordance with the industry practice.

The term of the Sales Agency Services Framework Agreement is from 1 January 2013 to 31 December 2015.

Reasons for the transaction: The Company has entered into similar transactions with various parties including both connected persons and independent third parties in its ordinary course of business. Air transportation sales agency is a highly marketized business. In view of the long-term amicable sales agency cooperation relationship between the Company and the Sales Agency Companies as well as the rich experience and sizable customer base of the latter in the air transportation agency business, the Company is willing to continue working with the Sales Agency Companies to provide air transportation sales agency services.

Historical Amounts and Proposed Caps:

For each of the three years ending 31 December 2012, the annual cap for the aggregate sales of airline tickets and cargo space by the Company and its subsidiaries to CNAHC Group for resale to end customers is RMB270 million, RMB324 million and RMB388.8 million, respectively. For each of the two years ended 31 December 2010 and 31 December 2011 and the first six months of 2012, the actual annual aggregate sales of airline tickets and cargo space by the Company and its subsidiaries to CNAHC Group for resale to end customers in relation to the sales agency services were approximately RMB149 million, RMB175 million and RMB89.819 million, respectively.

It is proposed that the annual cap for the aggregate sales of airline tickets and cargo space by the Company and its subsidiaries to CNAHC Group for resale to end customers for each of the three years ending 31 December 2013, 2014 and 2015 shall be RMB270 million, RMB324 million and RMB388.8 million, respectively.

For each of the three years ending 31 December 2013, 2014 and 2015, the aggregate annual amount of agency commission to be paid by the Company and its subsidiaries to CNAHC Group is expected to fall below the de minimis threshold as stipulated under Rule 14A.33(3) of the Hong Kong Listing Rules; therefore, such transaction will be exempt from the reporting, annual review, announcement and independent shareholders' approval requirements for continuing connected transactions.

Basis for such caps:

In arriving at the above caps, the Directors have considered the historical transaction amount and the expected growth of such transactions.

In light of the increase of the air passenger and cargo transportation capacity of the Company and the air transportation market price for the year 2013 to 2015, and the uncertainty of the future jet fuel cost, based on the estimated sale revenue of airline tickets and cargo space by the Company and its subsidiaries to CNAHC Group for resale to end customers of RMB220 million in 2012, it is expected that such sales revenue in 2013 will not exceed RMB270 million and will increase at an annual rate of 20% thereafter.

3.4 Comprehensive Services

The Company (for itself and on behalf of its subsidiaries) entered into the Comprehensive Services Agreement with CNAHC (on behalf of CNAHC Group) on 20 November 2012.

Description of transaction: Pursuant to the Comprehensive Services Agreement:

• Certain wholly-owned and controlled companies of CNAHC engaged in ancillary production and supply services in relation to air transportation business ("Ancillary Business Companies"), provided that such Ancillary Business Companies have obtained the relevant qualifications and certification, will primarily provide the following services to the Company (including but not limited to):

(i) supply of various items for in-flight services;

(ii) manufacturing and repair of aviation-related ground equipment and vehicles;

(iii) cabin decoration and equipment;

(iv) properties management services;

(v) frequent-flyer cooperation programme;

(vi) hotel accommodation and staff recuperation;

(vii) aviation tourist services with special features;

(viii) warehousing services;

(ix) airline catering services; and

(x) printing of air tickets and other publications.

• The Company accepts the commission of CNAHC and provide welfare-logistics services for CNAHC's retired employees.

• The charges of the services provided by the Ancillary Business Companies to the Company shall not exceed the prevailing market rates (including the tender quotes) and the prices of the similar services they provide to independent third parties. If no prevailing market rate is available, a fair and reasonable price should be adopted through arm's length negotiation between the parties. The management charges payable by CNAHC to the Company for the welfare-logistics services shall be settled at a rate of 4% of the actual aggregate welfare expense paid to such retired employees as confirmed by CNAHC.

The term of the Comprehensive Services Agreement is from 1 January 2013 to 31 December 2015.

Reasons for the transaction: For the services to be provided by CNAHC Group, the Directors believe that CNAHC Group has special strengths that independent parties do not possess, including (i) knowledge of the aviation industry; (ii) a proven track record of quality and timely service; and (iii) the sites, where services are provided by CNAHC Group, are generally near to the site of the Company, and therefore CNAHC Group is in a position to offer efficient services. In light of these factors, the Directors believe that it is in the best interest of the Company to enter into the above transactions with CNAHC Group.

Historical Amounts and Proposed Caps:

For each of the three years ending 31 December 2012, the annual cap for the aggregate amount paid by the Company and its subsidiaries to CNAHC Group under the Comprehensive Services Agreement is RMB784 million, RMB862 million and RMB862 million, respectively. The actual aggregate amount paid by the Company and its subsidiaries to CNAHC Group for each of the two years ended 31 December 2010 and 31 December 2011 and the first six months of 2012 under the Comprehensive Services was approximately RMB662 million, RMB827 million and RMB399.8 million, respectively.

It is proposed that the annual cap for the aggregate amount to be paid by the Company and its subsidiaries to CNAHC Group under the Comprehensive Services Agreement for each of the three years ending 31 December 2013, 2014 and 2015 shall be RMB950 million, RMB1,045 million and RMB1,150 million, respectively.

For each of the three years ending 31 December 2013, 2014 and 2015, the aggregate annual amount to be paid by CNAHC Group to the Company and its subsidiaries for the provision of welfare-logistics services to the retired employees is expected to fall below the de minimis threshold as stipulated under Rule 14A.33(3) of the Hong Kong Listing Rules, therefore such transaction will be exempt from the reporting, annual review, announcement and independent shareholders' approval requirements for continuing connected transactions.

Basis for such caps:

In arriving at the above caps, the Directors have considered the historical transaction amount for the same type of transactions and have taken into account the expected growth of the Company's air passenger services in the next few years.

The transaction volume increased during the past three years primarily due to the expansion of the fleet size of the Company and the increase of its transportation capacity.

As the Company has been continually increasing its transportation capacity and flights, and the airline catering services provided by another company in which CNACG invested have also been increasing, the transaction amount under the Comprehensive Services Agreement is expected to increase consequently. In addition, due to the reorganization of CNACD and CNATC, the transactions set forth in the previous tourism cooperation agreement entered into between the Company and CNATC dated 27 October 2009 will also fall within the scope of the Comprehensive Services Agreement. It is expected that the actual transaction amount generated by the Company in respect of its businesses under the Comprehensive Services Agreement in 2013 will not exceed RMB950 million, and will increase at an annual rate of 10% afterwards.

3.5 Subcontracting of Charter Flight Services

The Company entered into the Charter Flight Service Framework Agreement with CNAHC on 20 November 2012.

Description of transaction: Pursuant to the Charter Flight Service Framework Agreement, CNAHC shall resort to the Company's charter flight services so as to fulfil the government charter flight assignment. The Company's hourly rate of the charter flight service fee will be calculated on the basis of the following formula:

Hourly rate = Total cost per flight hour x (1 + 6.5%)

Total cost per flight hour includes direct costs and indirect costs.

The term of the Charter Flight Service Framework Agreement is from 1 January 2013 to 31 December 2015.

Reasons for the transaction: As the national flag carrier of China, the Company has historically provided charter flights for government related travel services to State leaders, government delegations, national sports teams and cultural envoys. The Company has gained significant brand recognition by being the designated government charter flight carrier. Based upon the hourly rate formula under the Charter Flight Service Framework Agreement, it is expected that the Company will generate good revenue from such transaction.

Historical Amounts and Proposed Caps:

For each of the three years ending 31 December 2012, the annual cap for aggregate amount paid by CNAHC to the Company in respect of the charter flight services is RMB750 million, RMB825 million and RMB900 million, respectively. The actual aggregate amount paid by CNAHC to the Company in respect of the charter flight services for each of the two years ended 31 December 2010 and 31 December 2011 and the first six months of 2012 was approximately RMB558 million, RMB522 million and RMB376 million, respectively.

It is proposed that the annual cap for the aggregate amount of revenue derived from the Charter Flight Service Framework Agreement for each of the three years ending 31 December 2013, 2014 and 2015 shall be RMB900 million, respectively.

Basis for such caps:

In arriving at the above caps, the Directors considered the historical and estimated transaction amount as set out in the table above of the same type of transactions and the following factors:

• China's influence in the world is growing, the government charter flight services are expected to increase on a continuous basis during the period from 2013 to 2015; and

• uncertainties such as the future jet fuel price could lead to an increase of flight-related costs.

4. NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS

4.1 Financial Services

The Company (for itself and on behalf of its subsidiaries) entered into the Financial Services Agreement with CNAF on 20 November 2012.

Description of transaction: Pursuant to the Financial Services Agreement, CNAF has agreed to provide the Company with a range of financial services including the following:

• deposit services;

• loan and finance leasing services;

• negotiable instrument and letter of credit services;

• trust loan and trust investment services;

• underwriting services for debt issuances;

• intermediary and consulting services;

• guarantee services;

• settlement services;

• internet banking services;

• bills and payment collection services;

• insurance agency services; and

• other services provided by CNAF under the approval of the CBRC.

Among the abovementioned services, bills acceptance services, letter of credit services, guarantee services, finance leasing services, discounting services, ticket collection services and financial consulting services are paid services provided by CNAF to the Company and its subsidiaries and handling fees are also charged upon providing such services. Such fees are charged in accordance with the relevant fees standard (if any) stipulated by the People's Bank of China or the CBRC. In addition to complying with the foregoing, the fees charged by CNAF to the Company and its subsidiaries for financial services of similar type shall not be higher than those generally charged to the Company and its subsidiaries by state-owned commercial banks and those charged by CNAF to other group members.

With respect to the deposit and loan services, both parties agree:

• the interest rate applicable to the Company and its subsidiaries for its deposits with CNAF shall not be lower than the minimum interest rate specified by the People's Bank of China for deposits of similar type. In addition, the interest rate for the Company's deposits with CNAF shall not be lower than the interest rate for similar type of deposits placed by other members of CNAHC Group with CNAF, and shall not be lower than the interest rate for similar type of deposit services provided by state-owned commercial banks to the Company and its subsidiaries generally; and

• the interest rate for loans (including other credit business) granted to the Company and its subsidiaries by CNAF shall not be higher than the maximum interest rate specified by the People's Bank of China for loans of similar type. In addition, the interest rate for loans granted to the Company and its subsidiaries by CNAF shall not be higher than the interest rate for similar type of loans granted by CNAF to other members of CNAHC Group or higher than those for similar type of loans granted by state-owned commercial banks to the Company and its subsidiaries generally.

The Company agrees that it will accord priority to, and use the financial services provided by, CNAF if the terms and conditions offered by CNAF are similar to those offered by other service providers. CNAF has treated the Company and its subsidiaries as its major client and undertook to provide financial services of the same kind under conditions no less favourable than those provided by CNAF to other members of CNAHC Group and those provided by other financial institutions to the Company and its subsidiaries at the same time.

CNAF shall not carry out any business that is not permitted by the CBRC or any illegal activities. CNAF is not allowed, during the term of the Financial Services Agreement, to make use of the deposits of the Company for investments with high risks including, but not limited to, investments in equity securities and corporate bonds. CNAF is obliged to provide convenience for the auditors of the Company. If the auditors of the Company intend to inspect the accounts of CNAF, CNAF shall make arrangement for such inspection within 10 days after receiving the notice of the Company.

The Company and CNAF agree that the maximum daily balance of deposits placed by the Company and its subsidiaries with CNAF shall be less than the maximum daily balance of loans and other credit services granted by CNAF to the Company and its subsidiaries, and the average daily balance of deposits placed by the Company and its subsidiaries with CNAF in each accounting year shall be less than the average daily balance of loans and other credit services actually granted by CNAF to the Company and its subsidiaries in the relevant year.

The unpaid services provided by CNAF to the Company and its subsidiaries include settlement services and financial information services ("Unpaid Services").

In addition to the specific services set out in the Financial Services Agreement, CNAF is also exploring and developing other licensed financial services and will provide new financial services to other members of CNAHC Group as and when appropriate ("New Financial Services").

If CNAF charges fees for the Unpaid Services and New Financial Services during the period in which the Financial Services Agreement remains in force, such fees charged by CNAF shall comply with the standards stipulated by the People's Bank of China or the CBRC for services of similar type and shall not be higher than those charged by state-owned commercial banks to the Company and its subsidiaries for similar type of financial services and those charged by CNAF to other members of CNAHC Group.

The term of the Financial Services Agreement is from 1 January 2013 to 31 December 2015.

Reasons for the transaction: The Directors believe that it is in the best interest of the Company to enter into the above transactions with CNAF having taken into account the following factors:

• in respect of transactions between the Company and its subsidiaries and CNAHC Group, CNAF is able to provide more efficient settlement service compared with independent third party banks;

• CNAF is able to provide safe, convenient, fast, comprehensive and personalized financial services to the Company and its subsidiaries. With the improving professionalism of CNAF and its enhancing financial services, it is fully qualified for providing relevant services to CNAHC and its subsidiaries. As a professional financial institution in CNAHC Group, it acts more actively to protect the interest of the Company than external institutions. A good cooperative relationship has been established between CNAF and the related departments of the Company and its subsidiaries over the years which make their cooperation more efficient; and

• since CNAF is 19.31% directly owned by the Company, the Company can ultimately benefit from the business development of CNAF.

Historical Amounts and Proposed Caps:

The annual cap for the aggregate amount of certain transactions between the Company and its subsidiaries and CNAF for each of the three years ending 31 December 2012 is as follows:

• maximum daily balance of deposits (including accrued interest) placed by the Company and its subsidiaries with CNAF is RMB7 billion, RMB7 billion and RMB7 billion, respectively; and

• maximum daily balance of loans and other credit services (including accrued interest) granted by CNAF to the Company and its subsidiaries is RMB3 billion, RMB3 billion and RMB3 billion, respectively.

The Company undertook on 12 August 2010 that the actual amount of the maximum daily balance of deposits of the Company and its subsidiaries placed with CNAF pursuant to the Financial Services Agreement dated 27 October 2009 would not exceed RMB4 billion.

The actual annual aggregate amount of certain transactions between the Company and its subsidiaries and CNAF for each of the two years ended 31 December 2010 and 31 December 2011 and the first six months of 2012 was as follows:

• actual amounts of the maximum daily balance of deposits (including accrued interest) placed by the Company and its subsidiaries with CNAF were RMB3,962 million, RMB3,963 million and RMB3,741 million, respectively; and

• actual amounts of the maximum daily outstanding balance of loans and other credit services (including accrued interest) granted by CNAF to the Company and its subsidiaries were RMB1,069 million, RMB1,263 million and RMB1,940 million, respectively.

It is proposed that the annual cap for the aggregate amount of certain transactions between the Company and its subsidiaries and CNAF for each of the three years ending 31 December 2013, 2014 and 2015 shall be as follows:

• maximum daily balance of deposits (including accrued interest) placed by the Company and its subsidiaries with CNAF shall be RMB4 billion; and

• maximum daily balance of loans and other credit services granted by CNAF to the Company and its subsidiaries shall be RMB4.5 billion.

The aggregate annual fees to be paid by the Company and its subsidiaries to CNAF for other financing services for each of the three years ending 31 December 2013, 2014 and 2015 is expected to fall below the de minimis threshold as stipulated under Rule 14A.33(3) of the Hong Kong Listing Rules, therefore such transactions will be exempt from the reporting, annual review, announcement and independent shareholders' approval requirements for continuing connected transactions.

Basis for such caps:

Deposit services

In light of the Company's undertaking in 2010 that the actual amount of the daily balance of deposits would not exceed RMB4 billion, the cap of RMB4 billion should generally meet the funding requirements of the Company and its subsidiaries based upon the historical transaction amounts. In addition, the Company specifically stated in the Financial Services Agreement that the maximum daily balance of deposits shall be less than the maximum daily balance of loans and other credit services, and the average daily balance of deposits shall be less than the average daily balance of loans and other credit services. As the historical amounts of the loans were not significant, maintaining the cap for daily balance of deposits at RMB4 billion shall meet the requirements of the Company and its subsidiaries.

Loan and other credit services

From January to September 2012, the aggregated amount of the loans granted by CNAF to the Company and its subsidiaries amounts to RMB2.2 billion, among which RMB1.6 billion was granted to Shenzhen Airlines Co., Ltd., RMB0.38 billion was granted to Aircraft Maintenance and Engineering Corporation (Beijing) and RMB0.15 billion was granted to Air China Cargo. It is expected that the scale of loans will increase for the next three years for the following reasons:

(1) Shenzhen Airlines Co., Ltd., Air China Cargo and Aircraft Maintenance and Engineering Corporation (Beijing) has indicated their intention to obtain additional loans from CNAF and it is anticipated that the amount of loans to be granted by CNAF would increase in the next three years;

(2) Dalian Airlines Company Limited, Beijing Airlines Company Limited and Air China Inner Mongolia Limited have been established in 2011, 2011 and 2012 respectively and each is controlled by the Company. It is anticipated that the above entities would have financing needs and the main financing provider would be CNAF; and

(3) the Company has not borrowed money from CNAF directly in the recent years. In light of the trend of RMB exchange rate, the Company may also adjust its credit structure and obtain more RMB loans from CNAF.

5. LISTING RULES IMPLICATIONS

5.1 The Financial Services Agreement between the Company and CNAF and the Non-exempt Continuing Connected Transactions fall under Rule 14A.35 of the Hong Kong Listing Rules. Therefore, the Financial Services Agreement, the Non-exempt Continuing Connected Transactions and the relevant proposed annual caps are subject to the reporting, annual review and announcement requirements set out under Rules 14A.45 to 14A.47 of the Hong Kong Listing Rules and are required to be approved by Independent Shareholders in accordance with the requirements set out under Rules 14A.48 at the Company's EGM.

5.2 Except for the Non-exempt Continuing Connected Transactions, as each of the applicable Percentage Ratios (other than the profits ratio) of the other continuing connected transactions (excluding the de minimis continuing connected transactions) set out above, on an annual basis, is higher than 0.1% and less than 5.0%, they therefore fall under Rule 14A.34 of the Hong Kong Listing Rules. Accordingly, these continuing connected transactions are subject to the reporting, annual review and announcement requirements set out under Rules 14A.45 to 14A.47 of the Hong Kong Listing Rules, but are exempted from the requirements of Independent Shareholders' approval under Chapter 14A of the Hong Kong Listing Rules.

6. PRC LAW IMPLICATIONS

6.1 Pursuant to the Shanghai Listing Rules, the following agreements shall be approved or ratified by Independent Shareholders at the EGM:

(a) Construction Project Management Agreement;

(b) Advertising Services Framework Agreement;

(c) Properties Leasing Agreement;

(d) Sales Agency Services Framework Agreement;

(e) Comprehensive Services Agreement;

(f) Charter Flight Service Framework Agreement; and

(g) Financial Services Agreement.

A circular containing, among other things, (i) details of the Non-exempt Continuing Connected Transactions and the other exempted continuing connected transactions of the Company; (ii) a letter from an independent financial adviser to the Independent Board Committee and the Independent Shareholders containing its advice on the Non-exempt Continuing Connected Transactions; and (iii) the recommendation of the Independent Board Committee in respect of the Non-exempt Continuing Connected Transactions, will be despatched to Shareholders in accordance with the Hong Kong Listing Rules as soon as practicable.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:

By order of the Board

Air China Limited

Rao Xinyu Tam Shuit Mui

Joint Company Secretaries

Beijing, the PRC, 20 November 2012

As at the date of this announcement, the directors of the Company are Mr. Wang Changshun, Ms. Wang Yinxiang, Mr. Cao Jianxiong, Mr. Sun Yude, Mr. Christopher Dale Pratt, Mr. Ian Sai Cheung Shiu, Mr. Cai Jianjiang, Mr. Fan Cheng, Mr. Fu Yang*, Mr. Li Shuang*, Mr. Han Fangming* and Mr. Yang Yuzhong*.

* Independent non-executive Director of the Company