Announcements and Notices-[Connected Transaction]

Air China Ld

13 December 2024

 

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 of the contents of this announcement.

中國國際航空股份有限公司

AIR CHINA LIMITED

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

(Stock Code: 00753)

COMPLETION OF THE ISSUANCE OF A SHARES TO SPECIFIC INVESTOR AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION

References are made to (i) the announcements of Air China Limited (the "Company") dated 22 December 2023, 9 January 2024, 26 January 2024, 21 October 2024 and 12 November 2024; and (ii) the circular of the Company dated 9 January 2024 (the "Circular") in relation to, among other things, the Issuance of A Shares to Specific Investor. Unless otherwise specified herein, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular.

The Company is pleased to announce the following results of the Issuance of A Shares to Specific Investor:

1.       NUMBER OF SHARES ISSUED AND ISSUE PRICE

Type of shares:	RMB ordinary shares (A Shares)
Number of shares issued:	854,700,854 Shares
Issue price:	RMB7.02 per Share
Total proceeds:	RMB5,999,999,995.08
Net proceeds:	RMB5,995,841,631.45

2.       NUMBER OF SHARES SUBSCRIBED BY THE SUBSCRIBER AND LOCK-UP PERIOD

The subscriber under the Issuance of A Shares to Specific Investor is CNAHC, which subscribed for all of the A Shares of the Company issued under the issuance in cash.

CNAHC undertakes that the subscribed Shares shall not be transferred by any means within 36 months from the completion date of the Issuance of A Shares to Specific Investor. CNAHC agrees that, if the CSRC and the stock exchanges where the Company's Shares are listed provide otherwise, adjustments will be made in accordance with the relevant regulations and the actual situation of the Company. In the event that the Company issues bonus shares or converts capital reserve into share capital, etc., leading to increase in the number of Shares subscribed by CNAHC, such additional shares shall also be subject to the above lock-up arrangement.

3.       EXPECTED LISTING ARRANGEMENT

The Company has completed the procedures for registration, custody and restrictions on sale in respect of the Issuance of A Shares to Specific Investor with the Shanghai Branch of China Securities Depository and Clearing Corporation Limited on 10 December 2024. The shares issued under the Issuance of A Shares to Specific Investor will be listed for trading on the Shanghai Stock Exchange commencing from the next trading day upon the expiry of the lock-up period (if it falls on a statutory holiday or a rest day, then it shall be postponed to the first trading day thereafter).

4.       TRANSFER OF ASSETS

The shares issued under the issuance were all subscribed in cash and did not involve any transfer of assets.

5.       CHANGES IN THE TOP TEN SHAREHOLDERS OF THE COMPANY BEFORE AND AFTER THE ISSUANCE

(1).    Top Ten Shareholders of the Company before the Issuance

The shareholdings of the top ten Shareholders of the Company before the Issuance of A Shares to Specific Investor (as of 30 September 2024) were as follows:

No.	Name of shareholder	Nature of shareholder	Shareholding percentage	Number of shares held	Number of shares held subject to selling restrictions
			(%)	(share)	(share)
1	China National Aviation Holding Corporation Limited	State-owned legal person	39.57	6,566,761,847	0
2	Cathay Pacific Airways Limited	Foreign legal person	15.87	2,633,725,455	0
3	China National Aviation Corporation (Group) Limited	Foreign legal person	11.75	1,949,262,228	392,927,308

No.	Name of shareholder	Nature of shareholder	Shareholding percentage	Number of shares held	Number of shares held subject to selling restrictions
			(%)	(share)	(share)
4	HKSCC NOMINEES LIMITED	Foreign legal person	10.18	1,689,397,335	0
5	China Securities Finance Corporation Limited	Other	1.88	311,302,365	0
6	China National Aviation Fuel Group Corporation	State-owned legal person	1.44	238,524,158	0
7	Hong Kong Securities Clearing Company Limited	Foreign legal person	1.41	234,543,256	0
8	Industrial and Commercial Bank of China Limited - Huatai-PineBridge CSI 300 Exchange-traded Open-end Index Securities Investment Fund (中國工商銀行股份有限公司－華泰柏瑞滬深300交易型開放式指數 證券投資基金)	Other	0.53	88,419,202	0
9	Huatai Premium Commingled No. 5 Pension Product - Bank of China Limited (華泰優逸五號混合型養老 金產品－中國銀行股份有限公司)	Other	0.48	78,900,000	0
10	China Structural Reform Fund Co., Ltd. (中國國有企業結構調整基金 股份有限公司)	State-owned legal person	0.40	67,039,106	0

Notes:

1.       HKSCC NOMINEES LIMITED is a subsidiary of Hong Kong Stock Exchange and its principal business is acting as nominee for and on behalf of other corporate shareholders or individual shareholders. The 1,689,397,335 H Shares held by it in the Company do not include the 166,852,000 shares held by it as nominee of CNACG.

2.       According to the "Implementation Measures on Partial Transfer of State-owned Shares to the National Social Security Fund in the Domestic Securities Market" (Cai Qi [2009] No.

94) 《(  境內證券市場轉持部分國有股充實全國社會保障基金實施辦法》(財企[2009]94號))

and the Notice ([2009] No. 63) jointly issued by the Ministry of Finance, the SASAC of the State Council, China Securities Regulatory Commission and the National Council for Social Security Fund, 127,445,536 and 36,454,464 shares held by CNAHC, the controlling shareholder of the Company, and CNACG, a wholly-owned subsidiary of CNAHC, respectively are frozen at present. Save for the aforesaid circumstances, no shares have been pledged or frozen for the top ten Shareholders of the Company.

3.       On 17 July 2024, 614,525,150 A Shares of the Company held by CNAHC from the non- public issuance were released from lock-up.

(2).    Top Ten Shareholders of the Company after the Issuance

The shareholdings of the top ten Shareholders of the Company upon completion of registration of the shares issued pursuant to the Issuance of A Shares to Specific Investor as of 10 December 2024 are as follows:

No.	Name of shareholder	Nature of shareholder	Shareholding percentage	Number of shares held	Number of shares held subject to selling restrictions
			(%)	(share)	(share)
1	China National Aviation Holding Corporation Limited	State-owned legal person	42.53	7,421,462,701	854,700,854
2	Cathay Pacific Airways Limited	Foreign legal person	15.09	2,633,725,455	0
3	China National Aviation Corporation (Group) Limited	Foreign legal person	11.17	1,949,262,228	392,927,308
4	HKSCC NOMINEES LIMITED	Foreign legal person	9.68	1,689,529,335	0
5	China Securities Finance Corporation Limited	Other	1.78	311,302,365	0
6	Hong Kong Securities Clearing Company Limited	Foreign legal person	1.77	309,221,749	0

No.	Name of shareholder	Nature of shareholder	Shareholding percentage	Number of shares held	Number of shares held subject to selling restrictions
			(%)	(share)	(share)
7	China National Aviation Fuel Group Corporation	State-owned legal person	1.37	238,524,158	0
8	Industrial and Commercial Bank of China Limited - Huatai-PineBridge CSI 300 Exchange-traded Open-end Index Securities Investment Fund (中國工商銀行股份有限公司－華 泰柏瑞滬深300交易型開放式指數 證券投資基金)	Other	0.48	83,263,969	0
9	China Construction Bank Co., Ltd. - E Fund CSI 300 Trading Open- ended Index Initiated Securities Investment Fund (中國建設銀行股份有限公司－易方達滬深300交易型開放式指數發起式證券投資基 金)	Other	0.33	57,029,703	0
10	China Structural Reform Fund Co., Ltd. (中國國有企業結構調整基金 股份有限公司)	State-owned legal person	0.32	55,579,006	0

Notes:

1.       HKSCC NOMINEES LIMITED is a subsidiary of Hong Kong Stock Exchange and its principal business is acting as nominee for and on behalf of other corporate shareholders or individual shareholders. The 1,689,397,335 H Shares held by it in the Company do not include the 166,852,000 shares held by it as nominee of CNACG.

2.       According to the "Implementation Measures on Partial Transfer of State-owned Shares to the National Social Security Fund in the Domestic Securities Market" (Cai Qi [2009] No.

94) 《(  境內證券市場轉持部分國有股充實全國社會保障基金實施辦法》(財企[2009]94號))

and the Notice ([2009] No. 63) jointly issued by the Ministry of Finance, the SASAC of the State Council, China Securities Regulatory Commission and the National Council for Social Security Fund, 127,445,536 and 36,454,464 shares held by CNAHC, the controlling shareholder of the Company, and CNACG, a wholly-owned subsidiary of CNAHC, respectively are frozen at present. Save for the aforesaid circumstances, no shares have been pledged or frozen for the top ten Shareholders of the Company.

3.       On 17 July 2024, 614,525,150 A Shares of the Company held by CNAHC from the non- public issuance were released from lock-up.

(3)   Effect of the Issuance on the Control of the Company

The issuance did not result in any change of control of the Company. Upon completion of the issuance, CNAHC holds, directly and indirectly, 9,370,724,929 Shares in aggregate or 53.71% of the Company, and remains the controlling shareholder of the Company, among which, CNAHC holds 7,421,462,701 A Shares directly, and 1,332,482,920 A Shares and 616,779,308 H Shares through its subsidiary, CNACG.

6.       STATEMENT OF CHANGE IN SHAREHOLDING STRUCTURE OF THE COMPANY BEFORE AND AFTER THE ISSUANCE

	Before the issuance		After the issuance
Type of Shares	Number of Shares	Percentage of Shares	Number of Shares	Percentage of Shares
	(shares)	(%)	(shares)	(%)
Tradable shares not subject to selling restrictions	16,200,792,838	97.63	16,200,792,838	92.85
Of which: A Shares	11,638,109,474	70.14	11,638,109,474	66.70
H Shares	4,562,683,364	27.50	4,562,683,364	26.15
Tradable shares subject to selling restrictions	392,927,308	2.37	1,247,628,162	7.15
Of which: A Shares	0	0.00	854,700,854	4.90
H Shares	392,927,308	2.37	392,927,308	2.25
Total share capital	16,593,720,146	100.00	17,448,421,000	100.00

7.       AMENDMENTS TO THE ARTICLES OF ASSOCIATION

As the total share capital and the registered capital of the Company are changed into 17,448,421,000 Shares and RMB17,448,421,000 respectively following the completion of the Issuance of A Shares to Specific Investor, the Company has made corresponding amendments to relevant articles in 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 20 As approved by the competence authorities, the changes in the share capital of the Company were as follows: The Company shall issue additional 2,933,210,909 ordinary shares after its incorporation, and the promoters of the Company shall sell 293,321,091 ordinary shares, all of which are H Shares. Upon completion of the offering of the H Shares set forth above, the Company has issued 1,639,000,000 A shares in 2006. Upon the completion of the issuance of A shares, 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, 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, the Company has issued 192,796,331 new A Shares to China

Article 20 As approved by the competence authorities, the changes in the share capital of the Company were as follows: The Company shall issue additional 2,933,210,909 ordinary shares after its incorporation, and the promoters of the Company shall sell 293,321,091 ordinary shares, all of which are H Shares. Upon completion of the offering of the H Shares set forth above, the Company has issued 1,639,000,000 A shares in 2006. Upon the completion of the issuance of A shares, 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, 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, the Company has issued 192,796,331 new A Shares to China

Original Articles of the Articles of Association			Amended Articles of the Articles of Association
National Aviation Holding Corporation Limited, a shareholder of 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, 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, the Company has issued 1,675,977,653 A Shares on a non-public issuance basis in the year of 2023. Upon the completion of the aforesaid non-public issue of A Shares, the Company has issued 392,927,308 H Shares to specific investor in the year of 2024. The present share capital structure of the Company is as follows: the Company has a total of 16,593,720,146 ordinary shares in issue, of which 11,638,109,474 shares are held by holders of A Shares, representing approximately 70.14% of the Company's total share capital, and 4,955,610,672 shares are held by holders of H Shares, representing approximately 29.86% of the Company's total share capital.			National Aviation Holding Corporation Limited, a shareholder of 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, 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, the Company has issued 1,675,977,653 A Shares on a non-public issuance basis in the year of 2023. Upon the completion of the aforesaid non-public issue of A Shares, the Company has issued 392,927,308 H Shares to specific investor in the year of 2024. Upon the completion of the aforesaid issuance of H shares to specific investor, the Company has issued 854,700,854 A Shares to specific investor in the year of 2024. The present share capital structure of the Company is as follows: the Company has a total of 17,448,421,000 ordinary shares in issue, of which 12,492,810,328 shares are held by holders of A Shares, representing approximately 71.60%of the Company's total share capital, and 4,955,610,672 shares are held by holders of H Shares, representing approximately 28.40%of the Company's total share capital.
Article 21    The registered capital Company is RMB16,593,720,146.	of	the	Article 21    The registered capital Company is RMB17,448,421,000.	of	the

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

At the EGM held on 26 January 2024, the Shareholders considered and approved the resolution in relation to the authorization by the general meeting to the Board and its authorized person(s) to proceed with relevant matters in respect of the issuance of Shares to specific investors by the

Company 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 general meeting for consideration.

By order of the Board

Air China Limited

Xiao Feng   Huen Ho Yin 

​Joint Company Secretaries

Beijing, the PRC, 12 December 2024

As at the date of this announcement, the directors of the Company are Mr. Ma Chongxian, Mr. Wang Mingyuan, Mr. Cui Xiaofeng, Mr. Patrick Healy, Mr. Xiao Peng, Mr. He Yun*, Mr. Xu Junxin* and Ms. Winnie Tam Wan-chi*.

*        Independent non-executive director of the Company

 

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