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22 Aug 2006
Shareholders Approve Changes in Shareholding Structure to Build New Aviation Partnerships in Greater China

The shareholders of Air China, Cathay Pacific Airways, China National Aviation Company (CNAC) and CITIC Pacific have approved the proposed shareholding realignment which will establish cross shareholdings between Air China and Cathay Pacific, make Hong Kong Dragon Airlines (Dragonair) a wholly owned subsidiary of Cathay Pacific and see the implementation of an Operating Agreement between China's flag carrier and Hong Kong's home airline.

The votes were cast at Extraordinary General Meetings of the four companies involved. The Cathay Pacific, CITIC Pacific and CNAC meetings were held in Hong Kong, and the Air China Extraordinary General Meeting was held in Beijing.

The shareholders' approvals mark an important step towards completing the deal. Upon satisfaction of certain other conditions, including the necessary regulatory approvals, the new arrangements will come into effect on a date to be announced.

The shareholding realignment will create one of the world's strongest airline groupings. The restructuring will also deliver significant benefits for the Chinese aviation industry and its customers, and strengthen the position of Hong Kong and Beijing as key aviation hubs in the region.

The four most significant results of the restructuring are:

(i) Air China will acquire a strategic stake in Cathay Pacific;
(ii) Cathay Pacific will increase its strategic investment in Air China;
(iii) Dragonair will become a wholly owned subsidiary of Cathay Pacific; and
(iv) Air China and Cathay Pacific will enter into an Operating Agreement that will include implementing reciprocal sales representation where Air China will be exclusively responsible for Cathay Pacific's passenger sales in Mainland China and Cathay Pacific will be exclusively responsible for Air China's passenger sales in Hong Kong, Macau and Taiwan; the extension of code share arrangements between Hong Kong and Mainland China; the implementation of joint venture routes, that will operate under profit sharing arrangements, between Hong Kong and key cities in China; a proposed cargo joint venture in Shanghai; maintaining Dragonair as a principal airline for at least six years; and the strengthening of business cooperation in a number of other areas.

Swire Pacific will remain the principal shareholder in the enlarged Cathay Pacific group. Dragonair will continue to operate under its own brand, but under Cathay Pacific management.

The stronger shareholding ties between Air China and Cathay Pacific and the Operating Agreement will bring significant benefits to both companies and offer opportunities for a closer operational partnership.

Air China: Chairman Li Jiaxiang said: "Today's shareholder approvals pave the way for Air China and Cathay Pacific, our passengers and broader stakeholders to realise the exciting benefits of this important transaction. The shareholding realignment and Operating Agreement will combine to create a potent new force in the airline industry and help the Chinese aviation industry, as well as the Beijing and Hong Kong hubs, develop to their full potential."

Swire Pacific: Chairman Christopher Pratt said: "Today's votes are an important step towards completing an historic and far-reaching deal that will create a formidable airline grouping with enormous potential in the world's most exciting and dynamic aviation market. It also represents a powerful commitment by Swire Pacific, as the principal shareholder in Cathay Pacific to the airline's long-term strategy of growth and expansion as Hong Kong's home carrier."

Cathay Pacific: Chief Executive Philip Chen said: "I am delighted that the shareholders of Cathay Pacific and the other companies involved have endorsed this proposal. Once the deal is completed, Cathay Pacific can move forward with confidence in taking control of Dragonair, and at the same time strengthen its partnership with Air China and reinforce Hong Kong and Beijing as key aviation hubs in Asia Pacific."

CNAC: Chairman Kong Dong said: "We thank our shareholders for their support for this historic transaction. This transaction will consolidate and optimise resources, align the shareholding structure of Dragonair, facilitate its healthy development in the long term, and bring increased cooperation between all parties involved to deliver higher value for all shareholders."

CITIC Pacific: Chairman Larry Yung said: "CITIC Pacific has long been an advocate of greater cooperation between Cathay Pacific and Dragonair. The transaction will result in the creation of one of the most powerful airline groupings in the world, providing Cathay Pacific with greater access to mainland China and offers greater convenience and choice to travellers. CITIC Pacific will benefit from the transaction in realising the value of its investments in the aviation sector and sharing in the benefits of the enlarged Cathay Pacific Group."