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 ofthe contents of this announcement.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED ORRESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDINGPUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE
NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICTOF COLUMBIA (THE “UNITED STATES”) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
This announcement is for information purposes only and is not an offer to purchase and does not constitute aninvitation or solicitation to sell any securities.
This announcement and the Tender Offer Memorandum (as defined herein) do not constitute an offer to participatein the Offers (as defined herein) in or from any jurisdiction in or from which, or from any person to or from whom,
it is unlawful to make such offer under applicable securities laws or otherwise. The distribution of this announcement
and the distribution of the Tender Offer Memorandum in certain jurisdictions (in particular, the United States, theUnited Kingdom and Hong Kong) may be restricted by law. Persons into whose possession this announcement or theTender Offer Memorandum comes are required by the Sole Dealer Manager, the Offeror and the Issuers (each asdefined herein) to inform themselves about, and to observe, any such restrictions. No action that would permit apublic offer has been or will be taken in any jurisdiction by the Sole Dealer Manager or by the Offeror or the Issuers.
Please refer to ‘‘Offer and Distribution Restrictions’’ in the Tender Offer Memorandum for further details.

1CHINA AIRCRAFT LEASING GROUP HOLDINGS LIMITED
中 國 飛 機 租 賃 集 團 控 股 有 限 公 司(Incorporated under the laws of the Cayman Islands with limited liability)(the “Offeror”)(Stock Code: 01848)
TENDER OFFER FOR PURCHASE OFU.S.$200,000,000 5.50 PER CENT. GUARANTEED BONDS DUE 2024
(ISIN: XS1574821143)(Stock Code: 05391)(the “CALC 3 Bonds”)
ISSUED BY

CALC BOND 3 LIMITED(Incorporated in the British Virgin Islands with limited liability)(the “CALC 3 Bonds Issuer”)
AND
U.S.$100,000,000 4.85 PER CENT. GUARANTEED NOTES DUE 2024
(ISIN: XS2396615481)(Stock Code: 40972)(the “CALC Notes” and together with the CALC 3 Bonds, the “Notes”)
ISSUED BY

CALC BONDS LIMITED(Incorporated in the British Virgin Islands with limited liability)(together with the CALC 3 Bonds Issuer, the “Issuers”)

On 6 September 2023, the Offeror commenced a tender offer to purchase for cash the outstanding Notes (the“Offers”).
The Offers are made on the terms and subject to the conditions contained in the tender offer memorandum dated 6September 2023 (the ‘‘Tender Offer Memorandum’’) and should be read in conjunction with the Tender Offer
Memorandum, available from the tender offer website (the “Tender Offer Website”): https://deals.is.kroll.com/calc,
subject to eligibility confirmation and registration. Capitalised terms used but not otherwise defined in thisannouncement shall have the meaning given to them in the Tender Offer Memorandum.
Further details of the Offers are set forth below:
Description of theNotes

CommonCode/ISIN

Outstanding
principal amount(1)U.S.$200,000,000
5.50 per cent.
Guaranteed Bonds
due 2024

157482114 /XS1574821143

U.S.$199,600,000

U.S.$982 perU.S.$1,000 principal
amountFinal CALC 3 Bonds
Acceptance Amount

U.S.$100,000,000
4.85 per cent.
Guaranteed Notes
due 2024

239661548 /XS2396615481

U.S.$91,800,000U.S.$935 per
U.S.$1,000 principal
amountFinal CALC Notes
Acceptance Amount

2

Purchase Price(2)Amount Subject tothe Offer(3)______________(1)

As at the date of the Tender Offer Memorandum.

(2)

The Purchase Price is exclusive of interest, accrued and unpaid on the Notes from (and including) the Interest Payment Date, forsuch Notes immediately preceding the Settlement Date to (but excluding) the Settlement Date determined in accordance with theterms and conditions of the relevant Notes (the “Accrued Interest”). Any such Accrued Interest in relation to the Notes acceptedfor purchase will be paid in addition to the Purchase Price.

(3)

The aggregate principal amount of the Notes accepted for purchase by the Offeror will be determined after the Expiration Deadline
and notified to Holders.

RATIONALE FOR THE OFFERS
The Offers are being made as part of a proactive approach to manage the Offeror’s interest payments and its debt
structure, and the Offers will be funded through the Offeror’s operating cash flows and/or the Offeror’s existing cashon balance sheet. The Notes purchased pursuant to the Offers will be surrendered by the Offeror to the relevant Issuer
for cancellation.

FINAL ACCEPTANCE AMOUNT
If the Offeror decides to accept valid tenders pursuant to the Offers, the aggregate principal amount of the Notes thatis accepted for purchase by the Offeror (the “Maximum Aggregate Principal Acceptance Amount”), the Final
CALC 3 Bonds Acceptance Amount and the Final CALC Notes Acceptance Amount shall be determined by theOfferor in its sole discretion after the Expiration Deadline and will be announced to the Holders on or around 15
September 2023.
If the Offeror decides to accept valid tenders pursuant to the Offers and either the aggregate principal amount of theCALC 3 Bonds validly tendered for purchase is greater than the Final CALC 3 Bonds Acceptance Amount or theaggregate principal amount of the CALC Notes validly tendered for purchase is greater than the Final CALC Notes
Acceptance Amount, the Offeror intends to accept such CALC 3 Bonds or CALC Notes for purchase on a pro rata
basis such that the aggregate principal amount of such CALC 3 Bonds or CALC Notes accepted for purchase pursuant
to the Offer is no greater than such Final CALC 3 Bonds Acceptance Amount or Final CALC Notes AcceptanceAmount, as the case may be.

SCALING OF OFFERS
In the circumstances described in the Tender Offer Memorandum in which any Notes validly tendered pursuant toan Offer are to be accepted on a pro rata basis, such pro rata acceptance will be calculated by multiplying theaggregate principal amount of such Notes validly tendered by a Scaling Factor equal to (i) the Final CALC 3 Bonds
Acceptance Amount or Final CALC Notes Acceptance Amount, as the case may be, divided by (ii) the aggregate
principal amount of the CALC 3 Bonds or CALC Notes, as the case may be, that have been validly tendered pursuant
to the relevant Offer (subject to adjustment resulting from the rounding of tenders of Notes and the intentions of theOfferor described in the next paragraph).
Each tender of Notes that is scaled in this manner will be rounded down to the nearest U.S.$1,000, being the permitted
integral multiple of the Notes. In addition, in the event of any such scaling, the Offeror intends to apply pro rata
scaling to each valid tender of relevant Notes in such a manner as will result in both (i) the relevant Holdertransferring relevant Notes to the Offeror in an aggregate principal amount of at least the minimum denomination ofU.S.$200,000; and (ii) the relevant Holder’s residual amount of relevant Notes (being the principal amount of therelevant Notes the subject of the relevant Tender Instruction that are not accepted for purchase by virtue of suchscaling) amounting to at least the minimum denomination of U.S.$200,000, and the Offeror therefore intends toadjust the relevant Scaling Factor applicable to any relevant Tender Instruction accordingly and the Offeror might3accept all or reject all of the tendered Notes which do not fulfil the criteria listed in (i) and (ii). All Notes not accepted
as a result of scaling will be returned to relevant Holder on the Settlement Date.

OFFER PERIODThe Offers commence on 6 September 2023 and will end at 16:00 hours (London time) on 14 September 2023 (suchdate and time, as may be extended, the “Expiration Deadline”) unless extended by the Offeror, in which casenotification to that effect will be given by or on behalf of the Offeror as provided in the Tender Offer Memorandum.

RESULTSThe results of the Offers, in relation to Notes validly tendered on or prior to the Expiration Deadline, are expected tobe announced on 15 September 2023. The Offeror will announce (i) the Maximum Aggregate Principal AcceptanceAmount, the Final CALC 3 Bonds Acceptance Amount and the Final CALC Notes Acceptance Amount; (ii) any
Scaling Factor that will be applied to the Notes; (iii) the aggregate principal amount of each of the CALC 3 Bonds
and the CALC Notes validly tendered for purchase pursuant to the Offers; (iv) the aggregate principal amount ofeach of the CALC 3 Bonds and the CALC Notes that will remain outstanding after the Settlement Date; and (v) theSettlement Date.

PURCHASE CONSIDERATION
If the Offeror decides to accept valid tenders of Notes pursuant to the Offers, the total amount that will be paid toeach Holder on the Settlement Date for the relevant Notes accepted for purchase from such Holder will be an amount(rounded to the nearest U.S.$0.01, with half a cent rounded upwards) equal to the sum of the (i) aggregate relevant
Purchase Price for such Notes; and (ii) the relevant Accrued Interest Payment on such Notes.
In relation to the Accrued Interest Payment, the Offeror will pay accrued and unpaid interest or distribution, asrelevant, in respect of all Notes validly tendered and accepted for purchase by the Offeror pursuant to the Offers,
from (and including) the Interest Payment Date, for such Notes immediately preceding the Settlement Date to (butexcluding) the Settlement Date.

TENDER INSTRUCTIONSTo tender Notes in an Offer, a Holder must deliver, or arrange to have delivered on its behalf, via the relevant Clearing
System and in accordance with the requirements of such Clearing System, a valid Tender Instruction that is received
in each case by the Information and Tender Agent by the Expiration Deadline.
Tender Instructions must be submitted in respect of a principal amount of the relevant Notes of no less thanU.S.$200,000 (being the minimum denomination of the Notes) and integral multiples of U.S.$1,000 in excess
thereafter.
Holders are advised to check with any bank, securities broker or other Intermediary through which they hold Notes
when such Intermediary would require to receive instructions from a Holder in order for that Holder to be able toparticipate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate
in, an Offer before the deadlines specified in the Tender Offer Memorandum. The deadlines set by any such
Intermediary and each Clearing System for the submission of Tender Instructions will be earlier than therelevant deadlines specified in the Tender Offer Memorandum.
Only Direct Participants may submit Tender Instructions. Each Holder that is not a Direct Participant mustarrange for the Direct Participant through which it holds Notes to submit a Tender Instruction on its behalf4

to the relevant Clearing System by the deadlines specified by such Clearing System, which will be earlier thanthe deadlines specified in the Tender Offer Memorandum.
A separate Tender Instruction must be submitted on behalf of each beneficial owner due to potential scaling.
Tender Instructions, once validly tendered, will be irrevocable except in the limited circumstances described inthe Tender Offer Memorandum.

INDICATIVE TIMETABLE
This is an indicative timetable showing one possible outcome for the timing of the Offers based on the dates in theTender Offer Memorandum. This timetable is subject to change and dates and times may be extended or amended
by the Offeror in accordance with the terms of the Offers as described in the Tender Offer Memorandum. Accordingly,
the actual timetable may differ significantly from the timetable below.
DateAction

6 September 2023

Commencement of the Offers
Offers announced through the Clearing Systems andpublication of the launch announcement on the website ofthe Hong Kong Stock Exchange and on the Tender OfferWebsite. Tender Offer Memorandum available to Eligible
Holders on the Tender Offer Website.

14 September 2023 at 16:00 hours,
London time

Expiration Deadline
Deadline for receipt by the Information and Tender Agent ofall valid Tender Instructions in order for Eligible Holders tobe able to participate in the Offers.

On or around 15 September 2023

Announcement of Results
Announcement by the Offeror through the Clearing Systemsand publication on the website of the Hong Kong StockExchange and on the Tender Offer Website of: (i) theMaximum Aggregate Principal Acceptance Amount, theFinal CALC 3 Bonds Acceptance Amount and the Final
CALC Notes Acceptance Amount; (ii) any Scaling Factor
that will be applied to the Notes; (iii) the aggregate principal
amount of each of the CALC 3 Bonds and the CALC Notes
validly tendered for purchase pursuant to the Offers; (iv) theaggregate principal amount of each of the CALC 3 Bonds
and the CALC Notes that will remain outstanding after theSettlement Date; and (v) the Settlement Date.

On or around 19 September 2023

Settlement
Expected Settlement Date for the Offers.

Holders are advised to check with any bank, securities broker or other Intermediary through which they holdNotes when such Intermediary would require the receipt of instructions from a Holder in order for that Holder
to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their5

instruction to participate in, an Offer before the deadlines specified above. The deadlines set by any such
Intermediary and each Clearing System for the submission of Tender Instructions will be earlier than therelevant deadlines specified above.

GENERAL
The acceptance by the Offeror of Notes for purchase and settlement of an Offer will be subject to certain conditions
as set out in the Tender Offer Memorandum. Further announcement(s) in respect of the Offers will be made by theOfferor as and when appropriate. The Tender Offer Memorandum and all documents related to the Tender Offer canbe found on the Tender Offer Website, subject to eligibility confirmation and registration:
https://deals.is.kroll.com/calc.
The Offeror has appointed Mizuho Securities Asia Limited to act as sole dealer manager (the “Sole DealerManager”) in relation to the Offers, and the Offeror has appointed Kroll Issuer Services Limited as the informationand tender agent (the “Information and Tender Agent”) in relation to the Offers.
Holders who have questions in relation to the Offers may contact Mizuho Securities Asia Limited (Telephone: +8522685 2023 / +852 2685 2079; Email: LiabilityManagement_GC@hk.mizuho-sc.com).
Holders who have questions in relation to the delivery of Tender Instructions or wish to obtain copies of thedocuments relating to the Tender Offer may contact Kroll Issuer Services Limited (Email: calc@is.kroll.com;
Telephone: +44 20 7704 0880 or +852 2281 0114).
DISCLAIMER
This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and theTender Offer Memorandum contain important information which should be read carefully before any decision ismade with respect to the Offers. If any Holder is in any doubt as to the action it should take or is unsure of the impactof the Offers, it is recommended to seek its own financial and legal advice, including as to any tax consequences,from its stockbroker, bank manager, solicitor, lawyer, accountant or other independent financial or legal adviser. Any
individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company orother nominee or intermediary must contact such entity if it wishes to tender Notes in an Offer. None of the Offeror,
the Issuers, the Sole Dealer Manager or the Information and Tender Agent is providing Holders with any legal,business, tax, investment or other advice. Holders should consult with their own advisers as needed to assist them inmaking an investment decision and to advise them whether they are legally permitted to offer Notes for cash.
Neither this announcement nor the Tender Offer Memorandum constitutes an invitation to participate in the Offers
in or from any jurisdiction in or from which, or from any person to or from whom, it is unlawful to make such offer
under applicable securities laws or otherwise.
Persons into whose possession this announcement or the Tender Offer Memorandum comes are required by each of
the Offeror, the Issuers, the Sole Dealer Manager and the Information and Tender Agent to inform themselves about
and to observe, any such restrictions.

By Order of the Board
China Aircraft Leasing Group Holdings Limited
POON HO MAN
Executive Director and Chief Executive Officer
Hong Kong, 6 September 2023

6As at the date of this announcement, (i) the Executive Directors are Mr. ZHANG Mingao (Chairman), Mr. POON Ho
Man (Chief Executive Officer) and Ms. LIU Wanting (Chief Commercial Officer); (ii) the Non-executive Director isMs. WANG Yun; and (iii) the Independent Non-executive Directors are Mr. CHEOK Albert Saychuan, Dr. TSE HiuTung, Sheldon and Mr. FAN Chun Wah, Andrew, J.P.

7