INCREASE IN SHAREHOLDING OF THE COMPANY

RNS Number : 0881G

Air China Ld

03 August 2016

 

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 SHAREHOLDING OF THE COMPANY BY THE

CONTROLLING   SHAREHOLDER

Reference is made to the announcement (the "Announcement") of Air  China  Limited  (the "Company") dated 3 August 2015 in relation to the increase in shareholding 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 2 August 2016, China National Aviation Holding Company ("CNAHC"), the controlling shareholder of  the Company,  has completed  the  Further  Acquisition Plan.  During  the  period between

3 August 2015 and 2 August 2016, CNAHC has cumulatively increased its shareholding in the Company by 11,211,786 A shares via the trading system of the Shanghai Stock Exchange, representing approximately 0.09% of the total share capital of the Company. Prior to  the implementation of the Further Acquisition Plan, CNAHC, directly and indirectly, held 6,992,572,799 shares of the Company, representing approximately 53.44% of the total share capital of the Company. Immediately following the implementation of the Further Acquisition Plan, CNAHC, directly and indirectly, held 6,995,092,799 shares of the Company, representing approximately 53.46% 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.

In accordance with relevant provisions under the Administrative Measures for Takeovers 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, which issued a verification opinion on 2 August 2016 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, and has obtained valid approvals for the Further Acquisition Plan;

(b)     as of the date of the verification opinion, CNAHC has complied with the related information disclosure obligations under the PRC laws for the Further Acquisition Plan;

(c)     the disclosure made in relation to the Further Acquisition Plan is in compliance with the Securities Law of the People's Republic of China, 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 Takeovers 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 Xinyu    Tam Shuit Mui

Joint  Company Secretaries

Beijing,  the  PRC,  2  August 2016

As at the date of this announcement, the directors of the Company are Mr. Cai Jianjiang, Mr. Song Zhiyong, Mr. Cao Jianxiong, Mr. Feng Gang, Mr. John Robert Slosar, Mr. Ian Sai Cheung Shiu, Mr. Pan Xiaojiang*, Mr. Simon To Chi Keung*, Mr. Stanley Hui Hong-chung* and Mr. Li Dajin*.

*    Independent  non-executive  Director  of  the Company

 

END

 

 

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