AMENDMENTS TO THE ARTICLES OF ASSOCIATION

RNS Number : 3863F

Air China Ld

23 May 2013

 



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AIR CHINA LIMITED

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 00753)

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Reference is made to (i) the announcement of Air China Limited (the "Company") dated 28 August 2012 in relation to, inter alia, certain proposed amendments to the articles of association of the Company (the "Articles of Association") (the "Previous Amendments"); (ii) the circular of the Company dated 5 November 2012 in relation to the Previous Amendments; and (iii) the poll results announcement of the extraordinary general meeting of the Company dated 20 December 2012. The Previous Amendments have been approved by the shareholders of the Company (the "Shareholders") at the extraordinary general meeting of the Company held on 20 December 2012.

Reference is also made to (i) the announcement of the Company dated 27 April 2012 in relation to the Non-public A Share Issue; (ii) the circular of the Company dated 8 May 2012 in relation to the Non-public A Share Issue (the "Circular"); and (iii) the announcement of the Company dated 31 January 2013 in relation to the completion of the Non-public A Share Issue. Unless otherwise indicated, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular.

At the extraordinary general meeting of the Company on 26 June 2012, the Board, the chairman of the Board and persons delegated by the chairman of the Board were authorised by the Shareholders to amend the relevant provisions in the Articles of Association to reflect the alteration of the registered capital of the Company as a result of the completion of the Non-public A Share Issue. As the Non-public A Share Issue was completed on 30 January 2013, the chairman of the Board has decided that certain provisions in the Articles of Association will be amended to reflect the completion of the Non-public A Share Issue.

The amendments to the Articles of Association (the "Current Amendments") are as follows:

1.       The original seventh paragraph of Article 20 of the Articles of Association reads:

"The present share capital structure of the Company is as follows: the Company has a total of 12,891,954,673 ordinary shares in issue, of which 8,329,271,309 shares are held by holders of A Shares, representing approximately 64.61% of the Company's total share capital, and 4,562,683,364 shares are held by holders of H Shares, representing approximately 35.39% of the Company's total share capital."

An additional provision shall be added as the seventh paragraph and the original seventh paragraph (now the eighth paragraph) of Article 20 is amended as follows:

"Upon the completion of the aforesaid non-public issue of A Shares and H Shares, as approved by the approving authority authorised by the State Council, the Company has issued 192,796,331 new A Shares to China National Aviation Holding Company, a shareholder of the Company, on a non-public issue basis in the year of 2013.

The present share capital structure of the Company is as follows: the Company has a total of 13,084,751,004 ordinary shares in issue, of which 8,522,067,640 shares are held by holders of A Shares, representing approximately 65.13% of the Company's total share capital, and 4,562,683,364 shares are held by holders of H Shares, representing approximately 34.87% of the Company's total share capital."

2.       The original Article 23 of the Articles of Association reads:

"The registered capital of the Company is RMB12,891,954,673."

Article 23 is amended as:

"The registered capital of the Company is RMB13,084,751,004."

The Previous Amendments and the Current Amendments have been approved by the relevant PRC government authorities and become effective.

By order of the Board

Air China Limited

Rao Xinyu Tam Shuit Mui

Joint Company Secretaries

Beijing, the PRC, 22 May 2013

As at the date of this announcement, the directors of the Company are Mr. Wang Changshun,

Ms. Wang Yinxiang, Mr. Cao Jianxiong, Mr. Sun Yude, Mr. Christopher Dale Pratt,

Mr. Ian Sai Cheung Shiu, Mr. Cai Jianjiang, Mr. Fan Cheng, Mr. Fu Yang*, Mr. Li Shuang*,

Mr. Han Fangming* and Mr. Yang Yuzhong*.

* Independent non-executive Director of the Company

 

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