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whatsoever for any loss howsoever arising from or in reliance upon
the whole or any part of the contents of this
announcement.
中國國際航空股份有限公司
AIR CHINA
LIMITED
(a joint stock limited
company incorporated in the People's Republic of China with limited
liability)
(Stock
Code: 00753)
MAJOR TRANSACTION
PURCHASE OF DOMESTIC AIRCRAFT
On 26 April 2024, the Company
entered into the COMAC Aircraft Purchase Agreement with COMAC,
pursuant to which the Company has agreed to purchase the COMAC
Aircraft from COMAC.
As the highest applicable percentage
ratio under Rule 14.07 of the Listing Rules for the COMAC Aircraft
Purchase is above 25% but less than 100%, the COMAC Aircraft
Purchase contemplated under the COMAC Aircraft Purchase Agreement
constitutes a major transaction of the Company and is subject to
the reporting, announcement and Shareholders' approval requirements
under Chapter 14 of the Listing Rules.
A circular containing, among other
things, (i) further information in relation to the COMAC Aircraft
Purchase; and (ii) other information as required under the Listing
Rules is expected to be despatched to the Shareholders on or before
25 June 2024 to allow sufficient time for the preparation of the
relevant information for inclusion in the circular.
BACKGROUND
On 26 April 2024, the Company
entered into the COMAC Aircraft Purchase Agreement with COMAC,
pursuant to which the Company has agreed to purchase the COMAC
Aircraft from COMAC.
THE COMAC AIRCRAFT PURCHASE
AGREEMENT
The principal terms of the COMAC
Aircraft Purchase Agreement are set out as follows:
Date
26 April 2024
Parties
(a)
the Company, as the purchaser, the principal
business activities of which are air passenger, air cargo and
airline-related services; and
(b)
COMAC, as the vendor, one of the principal
business activities of which is civil aircraft manufacturing.
As at the date of this announcement,
COMAC is owned as to 49.80% by the SASAC of the State Council,
20.92% by Shanghai Guosheng (Group) Co., Ltd. (上海國盛（集團）有限公司), which is directly
wholly-owned by Shanghai SASAC, and the
remaining 29.28% of the shareholdings
are
owned by multiple shareholders, each
holding less than 10% in COMAC. To the best of the knowledge,
information and belief of the Directors after having made all
reasonable enquiries, COMAC and its ultimate beneficial owner(s)
are third parties independent of the Company and its connected
persons (as defined under the Listing Rules).
Aircraft to be acquired
100 C919 aircraft (Extended-ranged
Version)
Consideration
The aircraft basic price comprises
the airframe price, add-on features price and engine price.
According to the latest price
catalogue provided by COMAC, the basic price of the COMAC Aircraft
to be acquired by the Company, in aggregate, is approximately
US$10,800 million (equivalent to approximately HK$84,240 million at
an exchange rate of US$1 = HK$7.80).
COMAC has granted to the Company
considerable price concessions with regard to the COMAC Aircraft.
Such price concessions were determined after arm's length
negotiations between the parties and as a result, the actual
consideration for the COMAC Aircraft Purchase is lower than the
aircraft basic price mentioned above.
The COMAC Aircraft Purchase Agreement was negotiated
and entered into in accordance with customary business practice.
The Directors confirm that the extent of the price concessions
granted to the Company in the COMAC Aircraft Purchase is fair and
reasonable and comparable with the price concessions provided under
the previous similar transactions. The Company believes that there
is no material impact of the price concessions obtained in the
COMAC Aircraft Purchase on the unit operating cost of the Group's
fleet. It is normal business practice of the global airline
industry to disclose the aircraft basic price, instead of the
actual price, for aircraft acquisitions. Disclosure of the actual
consideration will result in the loss of the considerable price
concessions and hence a significant negative impact on the Group's
cost for the COMAC Aircraft Purchase and will therefore not be in
the interests of the Company and the Shareholders as a whole.
Accordingly, the Company has applied
to the Stock Exchange and the Stock Exchange has granted such
waiver from strict compliance with Rule 14.58(4) of the Listing
Rules in respect of disclosure of the actual consideration of the
COMAC Aircraft Purchase.
Payment and delivery terms
The aggregate consideration for the
COMAC Aircraft Purchase is payable by cash in instalments. The
Company is expecting to take delivery of the COMAC Aircraft in
stages from 2024 to 2031.
Source of funding
The COMAC Aircraft Purchase will be
funded by self-owned cash, commercial bank loans and other
financing methods. The COMAC Aircraft Purchase is expected to have
no material impact on the cash flow and business operation of the
Company.
REASONS FOR AND BENEFITS OF THE
COMAC AIRCRAFT PURCHASE
The Transaction is in line with the
development plan of the Company and the market demand, which is
conducive to the Group's optimization of fleet structure and
long-term supplement of fleet capacity. The Transaction will expand
the fleet capacity of the Group, the Transaction is expected to
increase the fleet capacity of the Group by approximately 7.5%,
based on the number of available tonne kilometers of the Group as
at 31 December 2023 without taking into account the potential
adjustments to the fleet such as aircraft withdrawal due to market
condition and aircraft aging. The new aircraft will be delivered in
stages from 2024 to 2031, with some aimed at meeting the renewal
needs due to the withdrawal of aging aircraft from the fleet. The
actual net increase in fleet capacity will be maintained within a
manageable range.
The Directors believe that the COMAC
Aircraft Purchase is conducted in the ordinary and usual course of
business of the Group on normal commercial terms and the terms of
the COMAC Aircraft Purchase Agreement are fair and reasonable and
in the interests of the Company and the Shareholders as a
whole.
LISTING RULES IMPLICATIONS
As the highest applicable percentage
ratio under Rule 14.07 of the Listing Rules for the COMAC Aircraft
Purchase is above 25% but less than 100%, the COMAC Aircraft
Purchase contemplated under the COMAC Aircraft Purchase Agreement
constitutes a major transaction of the Company and is subject to
the reporting, announcement and Shareholders' approval requirements
under Chapter 14 of the Listing Rules.
GENERAL
A circular containing, among other
things, (i) further information in relation to the COMAC Aircraft
Purchase; and (ii) other information as required under the Listing
Rules is expected to be despatched to the Shareholders on or before
25 June 2024 to allow sufficient time for the preparation of the
relevant information for inclusion in the circular.
DEFINITION
In this announcement, unless the
context otherwise requires, the following expressions have the
following meanings:
|
"Board"
|
the board of directors of the
Company
|
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|
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"COMAC"
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The Commercial Aircraft Corporation
of China, Ltd., a company incorporated in the PRC with limited
liability
|
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"COMAC Aircraft"
|
100 C919 aircraft (Extended-ranged
Version) to be purchased by the
Company pursuant to the COMAC
Aircraft Purchase
Agreement
|
|
|
|
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"COMAC Aircraft Purchase" or
"Transaction"
|
the purchase by the Company of the
COMAC Aircraft pursuant to the COMAC Aircraft Purchase
Agreement
|
|
|
|
|
"COMAC Aircraft Purchase
Agreement"
|
the aircraft purchase agreement
dated 26 April 2024 entered into between the Company and COMAC,
pursuant to which the Company
has agreed to
purchase the COMAC
Aircraft from
COMAC
|
|
|
|
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"Company"
|
Air China Limited, a company
incorporated in the People's Republic of China, whose H Shares are
listed on the Hong Kong 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
|
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"connected person"
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has the meaning ascribed thereto
under the Listing Rules
|
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"Director(s)"
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the director(s) of the Company
|
|
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"Group"
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the Company and its subsidiaries
|
|
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|
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"HK$"
|
Hong Kong dollar, the lawful
currency of Hong Kong
|
|
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|
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"Hong Kong"
|
the Hong Kong Special Administrative
Region of the PRC
|
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"Listing Rules"
|
The Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited
|
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"SASAC"
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State-owned Assets Supervision and
Administration Commission
|
|
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"Shareholder(s)"
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the shareholders of the Company
|
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"Stock Exchange"
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The Stock Exchange of Hong Kong
Limited
|
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"US$"
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United States dollars, the lawful
currency of the United States
|
By Order of the Board
Air China Limited
Xiao
Feng Huen Ho Yin
Joint Company Secretaries
Beijing, the PRC, 26 April
2024
As
at the date of this announcement, the directors of the Company are
Mr. Ma Chongxian, Mr. Wang Mingyuan, Mr. Feng Gang, Mr. Patrick
Healy, Mr. Xiao Peng, Mr. Li Fushen*, Mr. He Yun*, Mr. Xu Junxin*
and Ms. Winnie Tam Wan-chi*.
* Independent non-executive director of the
Company