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) CATHAY PACIFIC AIRWAYS LIMITED (Incorporated in Hong Kong with limited liability) (Stock Code: 293) JOINT ANNOUNCEMENT Connected Transactions Establishment of a joint venture between HAECO and Cathay Pacific for the provision of ITM Services Sale of aircraft components and transfer of ITM Services contracts by HAECO to the Joint Venture Company Continuing Connected Transactions Provision of ITM Services by the Joint Venture Company to Cathay Pacific Provision of repair services and other services and secondment of employees by HAECO to the Joint Venture Company Secondment of employees by Cathay Pacific to the Joint Venture Company - 1 -
HAECO, Cathay Pacific and the Joint Venture Company entered into the Joint Venture Agreement on 24th September 2012 for the establishment of a joint venture to engage in the provision of ITM Services. The Joint Venture Company is owned by HAECO and Cathay Pacific as to 70% and 30% respectively. The total capital commitments of HAECO and Cathay Pacific in connection with the formation of the joint venture pursuant to the Joint Venture Agreement are HK$210 million and HK$90 million respectively. Pursuant to the Joint Venture Agreement, HAECO will sell and the Joint Venture Company will purchase, on or before the Effective Date, certain aircraft components for the establishment of the initial inventory pool of the Joint Venture Company. Pursuant to the Joint Venture Agreement, HAECO will also use its reasonable endeavours to transfer to the Joint Venture Company, with effect from the Effective Date, its rights and obligations under its existing ITM Services contracts with customers. The total consideration for the sale of the aircraft components and the transfer of the ITM Services contracts is approximately HK$273 million. Pursuant to the Joint Venture Agreement, the Joint Venture Company entered into the ITM Services Agreement with Cathay Pacific and Dragonair on 24th September 2012 in respect of the provision of ITM Services by the Joint Venture Company to Cathay Pacific and Dragonair from the Effective Date. Pursuant to the Joint Venture Agreement, HAECO and the Joint Venture Company entered into the HAECO Services Agreement on 24th September 2012, pursuant to which HAECO will second a number of employees and provide certain repair services and other services (including administrative services) to the Joint Venture Company from the Effective Date. Pursuant to the Joint Venture Agreement, the Joint Venture Company entered into the CX Secondment Agreement on 24th September 2012 with Cathay Pacific, pursuant to which Cathay Pacific will second a number of employees to the Joint Venture Company from the Effective Date. As Cathay Pacific is an associate of Swire Pacific, a substantial shareholder of HAECO, Cathay Pacific is a connected person of HAECO. As HAECO and its subsidiary, the Joint Venture Company, are both associates of Swire Pacific, a substantial shareholder of Cathay Pacific, HAECO and the Joint Venture Company are both connected persons of Cathay Pacific. The Joint Venture Agreement therefore constitutes a connected transaction for both HAECO and Cathay Pacific and is subject to the reporting and announcement requirements but is exempt from the independent shareholders approval requirement under Chapter 14A of the Listing Rules. The ITM Services Agreement constitutes a continuing connected transaction for both HAECO and Cathay Pacific and is covered by the Framework Agreement. The entering into of the Framework Agreement, its term of 10 years ending on 31st December 2016, the continuing connected transactions under the Framework Agreement and the annual caps in respect of the Framework Agreement were approved by both the independent shareholders of HAECO and those of Cathay Pacific at their respective extraordinary general meetings held on 29th June 2007. - 2 -
As Cathay Pacific, a connected person of HAECO at the listed company level, owns more than 10% of the voting rights in the Joint Venture Company, the Joint Venture Company is also a connected person of HAECO. The HAECO Services Agreement therefore constitutes a continuing connected transaction for HAECO and is subject to the reporting, annual review and announcement requirements but is exempt from the independent shareholders approval requirement under Chapter 14A of the Listing Rules. As Cathay Pacific is a connected person of HAECO and the Joint Venture Company is a connected person of Cathay Pacific, the CX Secondment Agreement constitutes a continuing connected transaction for both HAECO and Cathay Pacific. In respect of HAECO, the CX Secondment Agreement is subject to the reporting, annual review and announcement requirements but is exempt from the independent shareholders approval requirements under Chapter 14A of the Listing Rules. In respect of Cathay Pacific, the CX Secondment Agreement constitutes a de minimis continuing connected transaction and is exempt from the reporting, annual review, announcement and independent shareholders approval requirements under Chapter 14A of the Listing Rules. THE JOINT VENTURE AGREEMENT Date: 24th September 2012 Parties: (1) HAECO (2) Cathay Pacific (3) the Joint Venture Company Particulars HAECO, Cathay Pacific and the Joint Venture Company entered into the Joint Venture Agreement on 24th September 2012 for the establishment of a joint venture to engage in the provision of ITM Services. The Joint Venture Company is owned by HAECO and Cathay Pacific as to 70% and 30% respectively. The board of directors of the Joint Venture Company comprises six directors. HAECO is entitled to appoint four directors and Cathay Pacific is entitled to appoint two directors. The right of a shareholder of the Joint Venture Company to appoint directors of the Joint Venture Company is based on its shareholding in the Joint Venture Company. HAECO is entitled to appoint the chairman of the board of directors of the Joint Venture Company. The total capital commitments of HAECO and Cathay Pacific in connection with the formation of the joint venture pursuant to the Joint Venture Agreement are HK$210 million and HK$90 million respectively, which will be satisfied by HAECO and Cathay Pacific advancing interest-free shareholders loans of HK$210 million and HK$90 million respectively to the Joint Venture Company on or before the Effective Date. - 3 -
Pursuant to the Joint Venture Agreement, HAECO will sell and the Joint Venture Company will purchase, on or before the Effective Date, certain aircraft components for the establishment of the initial inventory pool of the Joint Venture Company. Pursuant to the Joint Venture Agreement, HAECO will also use its reasonable endeavours to transfer to the Joint Venture Company, with effect from the Effective Date, its rights and obligations under its existing ITM Services contracts with customers. The total consideration for the sale of the aircraft components and the transfer of the ITM Services contracts is approximately HK$273 million, which represents the book value of such aircraft components and ITM Services contracts. HAECO will record no profit or loss arising from such sale and transfer. HAECO will apply the proceeds in funding its capital commitments in connection with the formation of the joint venture pursuant to the Joint Venture Agreement and towards the general working capital requirements of HAECO. For the year ended 31st December 2011, the net profits before and after taxation and extraordinary items of HAECO attributable to the aircraft components and the ITM Services contracts to be sold and transferred respectively by HAECO to the Joint Venture Company were approximately HK$2.12 million and HK$1.77 million respectively. For the year ended 31st December 2010, the net profits before and after taxation and extraordinary items of HAECO attributable to the aircraft components and the ITM Services contracts to be sold and transferred respectively by HAECO to the Joint Venture Company were approximately HK$3.07 million and HK$2.56 million respectively. HAECO has granted Cathay Pacific the Put Option under the Joint Venture Agreement to sell all of its shares in the Joint Venture Company to HAECO at the market value of such shares if the audited EBITDA of the Joint Venture Company for any financial year ending on or after 31st December 2015 does not meet the agreed target for that financial year. Completion of any such sale is subject to HAECO s compliance with any shareholders approval requirements under the Listing Rules. HAECO has granted Cathay Pacific the First Exit Option under the Joint Venture Agreement to sell all of its shares in the Joint Venture Company to HAECO at 90% of the market value of such shares. The First Exit Option is exercisable after 31st December 2015. Completion of any such sale is subject to HAECO s compliance with any shareholders approval requirements under the Listing Rules. HAECO has granted Cathay Pacific the Second Exit Option under the Joint Venture Agreement to sell all of its shares in the Joint Venture Company to HAECO at the market value of such shares. The Second Exit Option is exercisable if (1) the Joint Venture Company exercises its right to terminate the ITM Services Agreement by at least six months notice to Cathay Pacific expiring on the last day of its then current term, (2) Cathay Pacific terminates the ITM Services Agreement as a result of a material breach by the Joint Venture Company or (3) Cathay Pacific terminates the ITM Services Agreement as a result of the Joint Venture Company s failure to address a cost management issue. Completion of any such sale is subject to HAECO s compliance with any shareholders approval requirements under the Listing Rules. - 4 -
THE ITM SERVICES AGREEMENT Date: 24th September 2012 Parties: (1) the Joint Venture Company (2) Cathay Pacific (3) Dragonair Particulars Pursuant to the Joint Venture Agreement, the Joint Venture Company entered into the ITM Services Agreement with Cathay Pacific and Dragonair on 24th September 2012 in respect of the provision of ITM Services by the Joint Venture Company to Cathay Pacific and Dragonair from the Effective Date. Pursuant to the ITM Services Agreement, Cathay Pacific and Dragonair have granted to the Joint Venture Company the right to access and use their existing aircraft components for the provision of ITM Services to Cathay Pacific, Dragonair and other customers of the Joint Venture Company. Cathay Pacific has granted the Joint Venture Company the Surplus Component Rights under the ITM Services Agreement, pursuant to which the Joint Venture Company shall have the right, following Cathay Pacific s decision to retire certain aircraft from its fleet, (1) to purchase any component owned by Cathay Pacific which the Joint Venture Company used to support such retiring aircraft and (2) to sell any surplus components owned by the Joint Venture Company which the Joint Venture Company used to support such retiring aircraft. The ITM Services Agreement will expire on 31st December 2016, but, immediately before any date on which the ITM Services Agreement would otherwise expire (including therefore both 31st December 2016 and any later date on which the ITM Services Agreement would otherwise expire following any renewal of the ITM Services Agreement), the ITM Services Agreement shall (unless any approval by the shareholders of HAECO or Cathay Pacific required for the relevant renewal of the ITM Services Agreement under the Listing Rules is not obtained) be renewed on the same terms and conditions: (1) if any framework agreement (which complies with the relevant requirements under the Listing Rules and is itself subject to the approval of the respective shareholders of Cathay Pacific and HAECO) between HAECO and Cathay Pacific to which the ITM Services Agreement is subject is then in place, for the maximum term permitted by such framework agreement; and (2) in any other case, for successive periods of three years unless either Cathay Pacific or the Joint Venture Company gives the other notice of termination of not less than six months expiring on 31st December 2016 (or, as the case may be, the applicable date of expiry of the ITM Services Agreement following any renewal of the ITM Services Agreement) or at the end of any such successive period. - 5 -
The ITM Services Agreement is covered by the Framework Agreement. The entering into of the Framework Agreement, its term of 10 years ending on 31st December 2016, the continuing connected transactions under the Framework Agreement and the annual caps in respect of the Framework Agreement were approved by both the independent shareholders of HAECO and those of Cathay Pacific at their respective extraordinary general meetings held on 29th June 2007. The ITM Services Agreement is not expected to cause the annual caps for the Framework Agreement to be exceeded. THE HAECO SERVICES AGREEMENT Date: 24th September 2012 Parties: (1) HAECO (2) the Joint Venture Company Particulars Pursuant to the Joint Venture Agreement, the Joint Venture Company entered into the HAECO Services Agreement with HAECO on 24th September 2012, pursuant to which HAECO will second a number of employees and provide certain repair services and other services to the Joint Venture Company from the Effective Date. Pursuant to the HAECO Services Agreement, HAECO will second a number of employees and provide certain repair services (including testing, overhaul, modification and investigation of aircraft parts and components) and other services (including administrative services) to the Joint Venture Company. The HAECO Services Agreement will expire on 30th June 2014 and will be renewed for successive periods of three years thereafter unless either party to it gives to the other notice of termination of not less than three months expiring on 30th June 2014 or at the end of any such successive period. The Joint Venture Company will reimburse the costs and expenses incurred by HAECO relating to the seconded employees and its costs and expenses for the provision of the services (other than repair services). The terms and conditions relating to the repair services (including the charges for such services) to be provided under the HAECO Services Agreement shall be negotiated between the parties on an arm s length basis and agreed from time to time. The annual caps The annual caps for the services under the HAECO Services Agreement (excluding reimbursement of costs in respect of shared administrative services) have been determined by reference to the estimated business volume of the Joint Venture Company during the term of the HAECO Services Agreement. Sharing of administrative services constitutes exempt continuing connected transactions under - 6 -
Listing Rule 14A.31(8) and reimbursement of the costs of such services accordingly does not form part of the continuing connected transactions under the HAECO Services Agreement or the annual caps under the HAECO Services Agreement. The HAECO Directors estimate that the amounts payable by the Joint Venture Company to HAECO in respect of the transactions under the HAECO Services Agreement (excluding reimbursement of costs in respect of shared administrative services) will not exceed annual caps of HK$258 million for the three years ending on 31st December 2012, 2013 and 2014. THE CX SECONDMENT AGREEMENT Date: 24th September 2012 Parties: (1) Cathay Pacific (2) the Joint Venture Company Particulars Pursuant to the Joint Venture Agreement, the Joint Venture Company entered into the CX Secondment Agreement with Cathay Pacific on 24th September 2012, pursuant to which Cathay Pacific will second a number of employees to the Joint Venture Company to facilitate the operations of the Joint Venture Company from the Effective Date. The Joint Venture Company will reimburse the costs and expenses incurred by Cathay Pacific relating to the seconded employees. The CX Secondment Agreement will expire on 31st December 2014 and will be renewed for successive periods of three years thereafter unless either party to it gives to the other notice of termination of not less than three months expiring on 31st December 2014 or at the end of any such successive period. The annual caps The annual caps for the services under the CX Secondment Agreement have been determined by reference to the estimated business volume of the Joint Venture Company during the term of the CX Secondment Agreement. The HAECO Directors estimate that the amounts payable by the Joint Venture Company to Cathay Pacific in respect of the transactions under the CX Secondment Agreement will not exceed annual caps of HK$50 million for the three years ending on 31st December 2012, 2013 and 2014. REASONS FOR AND BENEFITS OF THE TRANSACTIONS HAECO and Cathay Pacific expect to benefit from improved economies of scale through the Joint Venture Company having access to and use of the aircraft components of HAECO and those of Cathay Pacific and Dragonair. The combined strengths from HAECO, being a leading provider of overhaul and maintenance services for commercial aircraft, and Cathay Pacific, being a leading international - 7 -
airline, are expected to put the Joint Venture Company in a strong position to manage its relationships with suppliers and to secure potential customers in the Asia Pacific region, where strong growth is expected. CONNECTION BETWEEN THE PARTIES As Cathay Pacific is an associate of Swire Pacific, a substantial shareholder of HAECO, Cathay Pacific and its subsidiary, Dragonair, are both connected persons of HAECO. As Cathay Pacific, a connected person of HAECO at the listed company level, owns more than 10% of the voting rights in the Joint Venture Company, the Joint Venture Company is also a connected person of HAECO. As HAECO and its subsidiary, the Joint Venture Company, are both associates of Swire Pacific, a substantial shareholder of Cathay Pacific, HAECO and the Joint Venture Company are both connected persons of Cathay Pacific. COMPLIANCE WITH THE LISTING RULES Joint Venture Agreement As the highest of the relevant percentage ratios as defined under Rule 14.07 of the Listing Rules (other than the profits ratio) in respect of the formation of the joint venture under the Joint Venture Agreement is more than 0.1% but less than 5% for both HAECO and Cathay Pacific, the transaction, as a connected transaction for each of HAECO and Cathay Pacific, is subject to announcement and reporting requirements but is exempt from the independent shareholders approval requirements under Chapter 14A of the Listing Rules. As the highest of the relevant percentage ratios as defined under Rule 14.07 of the Listing Rules (other than the profits ratio) in respect of the sale of aircraft components and the transfer of the ITM Services contracts by HAECO to the Joint Venture Company under the Joint Venture Agreement is more than 0.1% but less than 5% for HAECO, the transaction, as a connected transaction for HAECO, is subject to announcement and reporting requirements but is exempt from the independent shareholders approval requirements under Chapter 14A of the Listing Rules. Any exercise of the Put Option, the First Exit Option or the Second Exit Option will constitute a connected transaction for both HAECO and Cathay Pacific. HAECO and Cathay Pacific will comply with the relevant requirements of the Listing Rules at the time of any such exercise. ITM Services Agreement The ITM Services Agreement constitutes a continuing connected transaction for both HAECO and Cathay Pacific and is covered by the Framework Agreement. Reference is made to the respective announcements of HAECO and Cathay Pacific dated 21st - 8 -
May 2007, the circular to shareholders of Cathay Pacific dated 31st May 2007 and the circular to shareholders of HAECO dated 5th June 2007 regarding the Framework Agreement entered into between HAECO and Cathay Pacific on 21st May 2007. The entering into of the Framework Agreement, its term of 10 years ending on 31st December 2016, the continuing connected transactions under the Framework Agreement and the annual caps in respect of the Framework Agreement were approved by both the independent shareholders of HAECO and those of Cathay Pacific at their respective extraordinary general meetings held on 29th June 2007. The ITM Services Agreement is not expected to cause the annual caps for the Framework Agreement to be exceeded. HAECO and Cathay Pacific will comply with their respective continuing obligations under Rules 14A.37 to 14A.41 of the Listing Rules and will re-comply with the relevant Listing Rules if the annual caps in respect of the Framework Agreement are exceeded, when the Framework Agreement is renewed or when there is a material change to its terms. Any exercise of the Surplus Component Rights will constitute a connected transaction for both HAECO and Cathay Pacific. HAECO and Cathay Pacific will comply with the relevant requirements of the Listing Rules at the time of any such exercise. HAECO Services Agreement As the highest of the relevant percentage ratios as defined under Rule 14.07 of the Listing Rules (other than the profits ratio) in respect of the annual caps of the HAECO Services Agreement will, on an annual basis, be more than 0.1% but less than 5%, the HAECO Services Agreement, as a continuing connected transaction for HAECO, is subject to the reporting, annual review and announcement requirements but is exempt from the independent shareholders approval requirement under Chapter 14A of the Listing Rules. HAECO will comply with its continuing obligations under Rules 14A.37 to 14A.41 of the Listing Rules and will re-comply with the relevant Listing Rules if the annual caps are exceeded, when the HAECO Services Agreement is renewed or when there is a material change to its terms. CX Secondment Agreement As the highest of the relevant percentage ratios as defined under Rule 14.07 of the Listing Rules (other than the profits ratio) in respect of the annual caps of the CX Secondment Agreement will, on an annual basis, be more than 0.1% but less than 5% for HAECO, the CX Secondment Agreement, as a continuing connected transaction for HAECO, is subject to the reporting, annual review and announcement requirements but is exempt from the independent shareholders approval requirements under Chapter 14A of the Listing Rules. HAECO will comply with its continuing obligations under Rules 14A.37 to 14A.41 of the Listing Rules and will re-comply with the relevant Listing Rules if the annual caps are exceeded, when the CX Secondment Agreement is renewed or when there is a material change to its terms. As the highest of the relevant percentage ratios as defined under Rule 14.07 of the Listing Rules (other than the profits ratio) in respect of the annual caps of the CX Secondment Agreement will, on an annual basis, be less than 0.1% for Cathay Pacific, the CX Secondment Agreement constitutes a de minimis continuing connected transaction for Cathay Pacific and is exempt from the reporting, annual - 9 -
review, announcement and independent shareholders approval requirements under Chapter 14A of the Listing Rules. OPINION OF THE HAECO DIRECTORS The HAECO Directors (including the independent non-executive HAECO Directors) consider that the Transactions are on normal commercial terms and in the ordinary and usual course of business of HAECO, fair and reasonable and in the interests of HAECO and its shareholders as a whole. Christopher Pratt and Merlin Swire, being directors of Cathay Pacific, and Christopher Gibbs, being an employee of Cathay Pacific, are interested in the Transactions and have abstained from voting on the relevant board resolutions of HAECO in respect of the Transactions. OPINION OF THE CATHAY PACIFIC DIRECTORS The Cathay Pacific Directors (including the independent non-executive Cathay Pacific Directors) consider that the Transactions are on normal commercial terms and in the ordinary and usual course of business of Cathay Pacific, fair and reasonable and in the interests of Cathay Pacific and its shareholders as a whole. Christopher Pratt and Merlin Swire, being directors of HAECO, are interested in the Transactions and have abstained from voting on the relevant board resolutions of Cathay Pacific in respect of the Transactions. DIRECTORS OF HAECO As at the date of this announcement, the Directors of HAECO are: Executive Directors: Christopher Pratt (Chairman), Mark Hayman, Fanny Lung, Augustus Tang; Non-Executive Directors: Christopher Gibbs, Peter Johansen, Merlin Swire; and Independent Non-Executive Directors: Robert Adams, Lincoln Leong and David Tong. DIRECTORS OF CATHAY PACIFIC As at the date of this announcement, the Directors of Cathay Pacific are: Executive Directors: Christopher Pratt (Chairman), James Barrington, Ivan Chu, Martin Murray and John Slosar; Non-Executive Directors: Cai Jianjiang, Fan Cheng, James W.J. Hughes-Hallett, Peter Kilgour, Ian Shiu, Merlin Swire, Wang Changshun and Zhao Xiaohang; and Independent Non-Executive Directors: Irene Lee, Jack So, Tung Chee Chen and Peter Wong. - 10 -
DEFINITIONS Cathay Pacific Cathay Pacific Directors Cathay Pacific Group CX Secondment Agreement Dragonair EBITDA Cathay Pacific Airways Limited, a company incorporated in Hong Kong and whose shares are listed on the Stock Exchange, the principal activity of which is the operation of scheduled airline services. The directors of Cathay Pacific. Cathay Pacific and its subsidiaries, including AHK Air Hong Kong Limited and Dragonair. The secondment agreement dated 24th September 2012 between Cathay Pacific and the Joint Venture Company, pursuant to which Cathay Pacific will second a number of employees to the Joint Venture Company. Hong Kong Dragon Airlines Limited, a company incorporated in Hong Kong and a wholly owned subsidiary of Cathay Pacific, the principal activity of which is the operation of scheduled airline services. Earnings before interest, taxes, depreciation and amortisation. Effective Date 1st November 2012. First Exit Option Framework Agreement HAECO HAECO Directors The option granted by HAECO to Cathay Pacific under the Joint Venture Agreement pursuant to which Cathay Pacific may sell all of its shares in the Joint Venture Company to HAECO after 31st December 2015 at 90% of the market value of such shares. The framework agreement in relation to aircraft maintenance between HAECO and Cathay Pacific dated 21st May 2007 governing the provision of maintenance services in respect of aircraft, parts and/or components by the HAECO Group to the Cathay Pacific Group. Hong Kong Aircraft Engineering Company Limited, a company incorporated in Hong Kong and whose shares are listed on the Stock Exchange, the principal activity of which is the provision of overhaul and maintenance services for commercial aircraft. The directors of HAECO. - 11 -
HAECO Group HAECO Services Agreement ITM Services ITM Services Agreement Joint Venture Agreement Joint Venture Company Listing Rules Put Option Second Exit Option Stock Exchange Surplus Component Rights HAECO and its subsidiaries. The services agreement dated 24th September 2012 between HAECO and the Joint Venture Company for the provision by HAECO of certain repair services (including testing, overhaul, modification and investigation of aircraft parts and components) and other services (including administrative services) to the Joint Venture Company. Inventory technical management services in connection with the maintenance and management of aircraft components. The services agreement dated 24th September 2012 between the Joint Venture Company, Cathay Pacific and Dragonair for the provision of ITM Services by the Joint Venture Company to Cathay Pacific and Dragonair. The joint venture agreement dated 24th September 2012 between HAECO, Cathay Pacific and the Joint Venture Company. HAECO ITM Limited, a company incorporated in Hong Kong, the principal activity of which is the provision of ITM Services. The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The option granted by HAECO to Cathay Pacific under the Joint Venture Agreement pursuant to which Cathay Pacific may sell all of its shares in the Joint Venture Company to HAECO at the market value of such shares if the audited EBITDA of the Joint Venture Company for any financial year ending on or after 31st December 2015 does not meet the agreed target for that financial year. The option granted by HAECO to Cathay Pacific under the Joint Venture Agreement pursuant to which Cathay Pacific may sell all of its shares in the Joint Venture Company to HAECO at the market value of such shares if the ITM Services Agreement is terminated under certain circumstances. The Stock Exchange of Hong Kong Limited. The rights granted by Cathay Pacific to the Joint Venture Company under the ITM Services Agreement pursuant to which the Joint Venture Company shall have the right, following Cathay Pacific s decision to retire certain aircraft from its fleet, (1) to purchase any component owned by - 12 -
Cathay Pacific which the Joint Venture Company used to support such retiring aircraft and (2) to sell any surplus components owned by the Joint Venture Company which the Joint Venture Company used to support such retiring aircraft. Swire Pacific Transactions Swire Pacific Limited, an investment holding company incorporated in Hong Kong and whose shares are listed on the Stock Exchange, the subsidiaries, associated companies and jointly controlled entities of which are engaged in property, aviation, beverages, marine services and trading and industrial businesses. The transactions contemplated under the Joint Venture Agreement, the ITM Services Agreement, the HAECO Services Agreement and the CX Secondment Agreement. By Order of the Board Hong Kong Aircraft Engineering Company Limited David Fu Company Secretary Hong Kong, 24th September 2012 By Order of the Board Cathay Pacific Airways Limited David Fu Company Secretary Hong Kong, 24th September 2012-13 -