Formal Notice- Increase in Shareholding

RNS Number : 5343A

Air China Ld

23 December 2014

 



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.

Air China Limited

(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 00753)

ANNOUNCEMENT ON IMPLEMENTATION RESULTS OF INCREASE
IN SHAREHOLDINGS OF THE COMPANY BY
CONTROLLING SHAREHOLDER

Reference is made to the announcement (the "Announcement") of Air China Limited (the "Company") dated 23 December 2013 in relation to the increase in shareholdings of the Company by its controlling shareholder. Unless otherwise indicated, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement.

As of 19 December 2014, China National Aviation Holding Company ("CNAHC"), the controlling shareholder of the Company, has completed the Further Acquisition Plan. During the period between 20 December 2013 and 19 December 2014, CNAHC has cumulatively increased its shareholdings in the Company by 1,010,000 A shares via the trading system of the Shanghai Stock Exchange, representing approximately 0.01% of the total share capital of the Company. Prior to the implementation of the Further Acquisition Plan, CNAHC, directly and indirectly, held 6,982,871,013 shares of the Company, representing approximately 53.37% of the total share capital of the Company. Immediately following the implementation of the Further Acquisition Plan, CNAHC, directly and indirectly, held 6,983,881,013 shares of the Company, representing approximately 53.37% of the total share capital of the Company.

CNAHC has not reduced its shareholding in the Company during the period of the implementation of the Further Acquisition Plan pursuant to its undertaking.

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In accordance with relevant provisions under the "Administrative Measures for the Takeover of Listed Companies" and "Guidelines for the Increase in Shareholdings by Shareholders of Listed Companies and their Persons Acting in Concert", CNAHC has engaged a PRC legal advisor to issue a verification opinion specifically on the Further Acquisition Plan and its implementation. The PRC legal advisor is of the opinion that:

(a) CNAHC has the capacity to implement the Further Acquisition Plan;

(b) CNAHC has taken the required approval procedure for the Further Acquisition Plan;

(c) the disclosure made in relation to the Further Acquisition Plan is in compliance with the "Guidelines for the Increase in Shareholdings by Shareholders of Listed Companies and their Persons Acting in Concert" and related laws, administrative regulations, government department rules and normative documents; and

(d) Pursuant to Article 63, Paragraph 2 of the "Administrative Measures for the Takeover of Listed Companies", application for share transfer and registration under the Further Acquisition Plan is exempt from the requirement of a waiver application and can be made directly to the securities exchange and the securities registration and settlement institution.

By order of the Board Air China Limited Rao XinyuTam Shuit Mui Joint Company Secretaries

Beijing, the PRC, 22 December 2014

As at the date of this notice, the directors of the Company are Mr. Cai Jianjiang, Ms. Wang Yinxiang, Mr. Cao Jianxiong, Mr. Feng Gang, Mr. John Robert Slosar, Mr. Ian Sai Cheung Shiu, Mr. Song Zhiyong, Mr. Fan Cheng, Mr. Fu Yang*, Mr. Yang Yuzhong*, Mr. Pan Xiaojiang* and Mr. Simon To Chi Keung*.

*Independent non-executive Director of the Company

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END

 

 

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