Group 1 - The board of directors of China International Cargo Airlines Co., Ltd. held its second meeting on July 10, 2025, via telecommunication voting, complying with relevant laws and regulations [1][2] - The board approved a proposal to purchase two Trent772C spare engines and one GTCP331-350C spare APU from its affiliate, Air China Limited [1][2] - The proposal received unanimous support with 10 votes in favor and no opposition or abstentions, and related directors recused themselves from the vote [2]

Summary of Key Points Core Viewpoint - China International Cargo Airlines Co., Ltd. (国货航) plans to purchase two Trent772C spare engines and one GTCP331-350C spare APU from China International Airlines Co., Ltd. (国航股份), constituting a related party transaction that does not qualify as a major asset restructuring under relevant regulations [1][2]. Group 1: Transaction Overview - The transaction involves the purchase of two Trent772C spare engines and one GTCP331-350C spare APU, with a total transaction price of 151.4405 million yuan (excluding tax) [1][2]. - The transaction was approved by the company's board of directors on July 10, 2025, with related directors abstaining from voting, and does not require shareholder approval [2]. Group 2: Related Party Information - China International Airlines Co., Ltd. is a subsidiary of China Aviation Group Co., Ltd. (中航集团), which is the actual controller of the company [2]. - As of December 31, 2024, China International Airlines reported total assets of 345.769 billion yuan and net assets, confirming its capability to fulfill the transaction [2]. Group 3: Asset Details - The assets being purchased are classified as fixed assets, specifically two spare engines and one spare APU, which are free from any encumbrances or legal disputes [4]. - The market value of the assets was assessed at 151.4405 million yuan based on a cost approach by the selected appraisal firm [4]. Group 4: Pricing and Contractual Details - The transaction price was determined based on the third-party asset appraisal value, with both parties agreeing to bear their respective tax liabilities [4]. - The main contractual parties are China International Airlines as the seller and China International Cargo Airlines as the buyer [4]. Group 5: Purpose and Impact - The acquisition aims to support the operation of eight A330 aircraft that have been converted from passenger to cargo, ensuring stable fleet operation [4]. - The transaction is deemed beneficial for the company, with no indication of interest transfer to related parties or harm to the company's or shareholders' interests [4]. Group 6: Previous Related Transactions - The total amount of related party transactions with other related parties has reached approximately 3.372 billion yuan, which is within the approved limit for the 2025 fiscal year [4]. Group 7: Review Procedures - The independent directors unanimously approved the transaction, and the decision-making process complied with relevant regulations [4].