AMENDMENTS TO THE ARTICLES OF ASSOCIATION

RNS Number : 0625N

Air China Ld

18 January 2023

 

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中

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

References are made to (i) the poll results announcement of the extraordinary general meeting, the H shareholders' class meeting and the A shareholders' class meeting of Air China Limited (the "Company") dated 20 September 2022; and (ii) the announcement of the Company dated 17 January 2023 in relation to the completion of the non-public issuance of 1,675,977,653 A shares by the Company (the "Non-public Issuance of A Shares").

As the total number of total issued shares and the registered capital of the Company are changed into 16,200,792,838 shares and RMB16,200,792,838 respectively following the completion of the Non- public Issuance of A Shares, the Company has made corresponding amendments to relevant articles in the Articles of Association of Air China Limited (the "Articles of Association"), the details of which are as follows:

Original Articles of the Articles of Association

Amended Articles of the Articles of Association

Article 21 The Company shall issue additional 2,933,210,909ordinary sharesafteritsincorporation, and the promoters of theCompany shall sell 293,321,091ordinary shares, all of which are H Shares. The share capital structure of the Company after the issue and sale referred to in the previous paragraph shall be as follows: the Company has a total of 9,433,210,909 ordinary shares in issue,  of  which  China National AviationHolding Corporation Limited holds

Article 21 The Company shall issue additional 2,933,210,909ordinary sharesafteritsincorporation,and thepromoters of theCompany shall sell 293,321,091ordinary shares, all of which are H Shares. The share capital structure of the Company after the issue and sale referred to in the previous paragraph shall be as follows: the Company has a total of 9,433,210,909 ordinary shares in issue, of  which  China  National  Aviation HoldingCorporation Limited holds 4,826,195,989

Original Articles of the Articles of Association	Amended Articles of the Articles of Association
4,826,195,989 Domestic Shares, representing approximately 51.16% of the Company's total sharecapital;ChinaNationalAviationCorporation(Group) Limitedholds 1,380,482,920 Foreign Shares, representing approximately 14.64% of the Company's total share capital; other holders of the H Shares hold 3,226,532,000shares,representing approximately 34.20% of the Company's total share capital.	Domestic Shares, representing approximately 51.16% of the Company's total share capital; China National Aviation Corporation (Group) Limited holds 1,380,482,920 Foreign Shares, representing approximately 14.64% of the Company's total share capital; other holders of the H Shares hold 3,226,532,000shares, representing approximately 34.20% of the Company's total share capital.
Upon completion of the offering of the H Shares set forth above and subject to the approval in form of a special resolution adopted at the shareholders' general meeting, the general meeting for holders of the domestic shares and the general meeting for holders of the foreign shares, as approved by the approving authority authorised by the State Council, the Company has issued 1,639,000,000 A shares in 2006. China National Aviation Holding Corporation Limited, a shareholder of the Company, also increased its shareholding in the Company to a total amount of 122,870,578 shares pursuant to its undertakings made to China Securities Regulatory Commission (the "CSRC"). The share capital structure of the Company after the said capital increase and the said increase in shareholding of the shareholder shall be as follows:	Upon completion of the offering of the H Shares set forth above and subject to the approval in form of a special resolution adopted at the shareholders' general meeting, the general meeting for holders of the domestic shares and the general meeting for holders of the foreign shares, as approved by the approving authority authorised by the State Council, the Company has issued 1,639,000,000 A shares in 2006. China National Aviation Holding Corporation Limited, a shareholder of the Company, also increased its shareholding in the Company to a total amount of 122,870,578 shares pursuant to its undertakings made to China Securities Regulatory Commission (the "CSRC"). The share capital structure of the Company after the said capital increase and the said increase in shareholding of the shareholder shall be as follows:

Original Articles of the Articles of Association

Amended Articles of the Articles of Association

the Company has a total of 11,072,210,909 ordinary shares in issue, of which China National Aviation Holding Corporation Limited holds 4,949,066,567 A Shares, representing approximately 44.70% of the Company's total sharecapital;ChinaNationalAviationCorporation(Group) Limitedholds1,380,482,920 A Shares,representing approximately 12.47% of the Company's total share capital; other holders of A Shares hold 1,516,129,422shares,representing approximately 13.69% of the Company's total share capital; holders of H Shareshold3,226,532,000shares,representing approximately 29.14% of the Company's total share capital. Upon the completion of the issuance of A shares and subject to the approval after verification by competentexaminationandapproval departments authorized by the State Council, the Company has issued 1,179,151,364 H Shares to Cathay Pacific Airways Limited, a shareholder of the Company, in 2006. Upon the completion of the said additional issuance of H Shares, as approved by the approving authority authorised by the State Council, the Company has issued 483,592,400 new A Shares on a non-public issue basis and 157,000,000 new H Shares to China National Aviation Corporation (Group) Limited, a shareholder of the Company, on a non-public issue basis in the year of 2010. 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 Corporation Limited, a shareholder of

the Company has a total of 11,072,210,909 ordinary shares in issue, of which China National Aviation Holding Corporation Limited holds 4,949,066,567 A Shares, representing approximately 44.70% of the Company's total sharecapital;ChinaNationalAviationCorporation(Group) Limitedholds1,380,482,920 A Shares,representing approximately 12.47% of the Company's total share capital; other holders of A Shares hold 1,516,129,422shares,representing approximately 13.69% of the Company's total sharecapital; holders of H Shareshold3,226,532,000shares,representing approximately 29.14% of the Company's total share capital. Upon the completion of the issuance of A shares and subject to the approval after verification by competentexaminationandapproval departments authorized by the State Council, the Company has issued 1,179,151,364 H Shares toCathayPacific Airways Limited, a shareholder of the Company, in 2006. Upon the completion of the said additional issuance of H Shares, as approved by the approving authority authorised by the State Council, the Company has issued 483,592,400 new A Shares on a non-public issue basis and 157,000,000 new H Shares to China National Aviation Corporation (Group) Limited, a shareholder of the Company, on a non-public issue basis in the year of 2010. 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 Corporation Limited, a shareholder of

Original Articles of the Articles of Association	Amended Articles of the Articles of Association
the Company, on a non-public issue basis in the year of 2013. Upon the completion of the aforesaid non-public issue of A Shares, as approved by the approving authority authorised by the State Council, the Company has issued 1,440,064,181 A Shares on a non-public issue basis in the year of 2017. The present share capital structure of the Company is as follows: the Company has a total of 14,524,815,185 ordinary shares in issue, of which 9,962,131,821 shares are held by holdersof A Shares,representing approximately 68.59% of the Company's total share capital, and 4,562,683,364 shares are held byholdersof H Shares,representing approximately 31.41% of the Company's total share capital.	the Company, on a non-public issue basis in the year of 2013. Upon the completion of the aforesaid non-public issue of A Shares, as approved by the approving authority authorised by the State Council, the Company has issued 1,440,064,181 A Shares on a non-public issue basis in the year of 2017. Upon the completion of the aforesaid non- public issue of A Shares, as approved by the approving authority authorised by the State Council,theCompanyhasissued 1,675,977,653 A Shares on a non-public issuance basis in the year of 2023. The present share capital structure of the Company is as follows: the Company has a total of 16,200,792,838 ordinary shares in issue, of which 11,638,109,474 shares are held by holders of A Shares, representing approximately 71.84%of the Company's total share capital, and 4,562,683,364 shares are held by holders of H Shares, representing approximately 28.16% of the Company's total share capital.
Article 24 The registered capital of the Company is RMB14,524,815,185.	Article 24 The registered capital of the Company is RMB16,200,792,838.

Save for the amendments above, other articles in the Articles of Association remain unchanged.

At the extraordinary general meeting, the H shareholders' class meeting and the A shareholders' class meeting of the Company held on 20 September 2022, the shareholders of the Company considered and approved the proposal in relation to the authorization by the shareholders to the authorized person(s) of the board of directors of the Company to proceed with relevant matters in respect of the

Non-public Issuance of A Shares in their sole discretion. As the aforesaid amendments to the Articles of Association are within the scope of the above authorization, such amendments are not required to be submitted to the shareholders' general meeting for consideration.

By Order of the Board

Air China Limited

Huang Bin Huen Ho Yin

Joint Company Secretaries

Beijing, the PRC, 17 January 2023

As at the date of this announcement, the directors of the Company are Mr. Ma Chongxian, Mr. Feng Gang, Mr. Patrick Healy, Mr. Li Fushen*, Mr. He Yun*, Mr. Xu Junxin* and Ms. Winnie Tam Wan- chi*.

*  Independent non-executive director of the Company

 

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