Overseas Regulatory Announcement

RNS Number : 6035T

Air China Ld

21 July 2015

 

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)

OVERSEAS REGULATORY ANNOUNCEMENT

This announcement is published pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

The attachment to this announcement is the following announcement of

Air China Limited published on the Shanghai Stock Exchange:

Air China Limited announcement on the second postponement of resumption of trading regarding the planning of non-public offering of shares

By order of the board

Air China Limited

Rao Xinyu   Tam Shuit Mui

Joint Company Secretaries

Beijing, the PRC, 20 July 2015 

As at the date of this announcement, 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. Pan Xiaojiang*, Mr. Simon To Chi Keung* and Mr. Stanley Hui Hon-chung*.

*     Independent non-executive Director of the Company

Stock Code：601111         Stock Short Name：Air China　 　　 　No.: Lin 2015-026

AIR CHINA LIMITED

ANNOUNCEMENT ON THE SECOND POSTPONEMENT OF RESUMPTION OF TRADING REGARDING THE PLANNING OF NON-PUBLIC OFFERING OF SHARES

The Company and all members of the board of directors warrant the truthfulness, accuracy and completeness of the announcement, and assume joint and several liability for any false records, misleading statements or major omissions.

Trading in the shares of Air China Limited (the "Company")  has been suspended with effect from 30 June 2015 upon application by the Company to Shanghai Stock Exchange, and the Company published the Announcement on Suspension of Trading in the Shares of Air China Limited Regarding the Planning of Non-Public Offering of Shares, the Announcement on Continued Suspension of Trading in the Shares of Air China Limited Regarding the Planning of Non-Public Offering of Shares, and the Announcement on Postponement of Resumption of Trading Regarding the Planning of Non-public Offering of shares on the website of Shanghai Stock Exchange (www.sse.com.cn), and on the China Securities Journal, Shanghai Securities News and Securities Daily on 30 June 2015, 7 July 2015 and 14 July 2015, respectively.

Given that there remain uncertainties regarding the non-public offering of shares under planning, pursuant to the Notice on the Regulation of Suspension and Resumption of Trading of Listed Companies for the Planning of Non-public Offering of Shares and Related Matters (Shang Zheng Fa [2014] No.78) (the "Notice") issued by the Shanghai Stock Exchange, with the approval of the fourth session of the board of directors at its twentieth meeting, and upon application by the Company to the Shanghai Stock Exchange, trading in the shares of the Company will continue to be suspended with effect from 21 July 2015.

1. Consideration by Board of Directors of the Company

On 20 July 2015, the Company convened the twentieth meeting of the fourth session of the board of directors, and considered and passed the Proposal of the Second Postponement of Resumption of Trading Regarding the Planning of Non-public Offering of Shares, with 12 votes for, 0 vote against and 0 vote abstaining. The board of directors consented to the Company's application to the Shanghai Stock Exchange for the second postponement of resumption of trading, i.e. trading in the shares of the Company will continue to be suspended with effect from 21 July 2015 for no more than 20 days.

2. Progress Made in the Planning for the Non-public Offering of Shares of the Company

As at the date of this announcement, the Company and related parties are actively preparing for the non-public offering of shares, and the relevant progress is as follows:

1. The Company is actively communicating with relevant regulatory authorities, relevant shareholders, potential investors, brokers, and lawyers, etc., and discussing about matters including the offering size and the subscription of shares by investors.

2. Brokers, lawyers, accountants and other intermediaries are actively cooperating with the Company to conduct relevant due diligence work, and conduct research on, discuss about and draft a detailed proposal for the non-public offering.

As the A shares market has undergone extreme volatility recently and some parts of the proposal for the non-public offering have yet to be finalised, the Company is not yet in a position to convene a meeting of the board of directors at this stage to consider the proposal.

3. Finalised Parts and Unfinalised Parts of the Non-public Offering Proposal

1) Finalised parts of the non-public offering proposal

The Company confirmed preliminarily that the new shares under the non-public offering will be issued to not more than 10 specified investors through subscription by cash. Proceeds raised from the non-public offering will be used to expand the principal business of the Company, improve operating capabilities and efficiency, and to supplement working capital.

2) Unfinalised parts

Due to substantial changes in the market, several issues related to the non-public offering, including the offering size and subscription by investors, are yet to be comprehensively discussed with relevant regulatory authorities, relevant shareholders, potential investors and intermediaries.

4. Proposal to Resume Trading as Soon as Possible

The board of directors has required relevant parties to carry forward the non-public offering as soon as possible, and the Company will discuss with relevant parties about the offering size, subscription by investors and other related matters at the earliest opportunity, and complete necessary analysis and deliberation, in order to finalise the proposal for the non-public offering.

5.   Number of Days of Continued Suspension of Trading under the Application

To ensure a fair disclosure of information, protect investors' interests and prevent unusual share price movement of the Company, as considered and approved by the twentieth meeting of the fourth session of the board of directors of the Company and upon application to the Shanghai Stock Exchange, trading in the shares of the Company will continued to be suspended with effect from 21 July 2015 for no more than 20 days.

If the board of directors of the Company consider and approve the non-public offering proposal before 9 August 2015, the Company will make an announcement promptly and apply for early resumption of trading. The Company will proceed with the relevant work and determine the final proposal for the non-public offering as soon as possible.

The Company will, based on the principle of disclosure in stages, make an announcement on the progress of the non-public offering of shares by the Company in every 5 trading days, and perform its disclosure obligations in strict compliance with the requirements of relevant laws and regulations. The media for information disclosure designated by the Company are the website of the Shanghai Stock Exchange (www.sse.com.cn), the China Securities Journal, Shanghai Securities News and Securities Daily. Investors are advised to take note of the follow-up announcement of the Company and be aware of investment risks.

By order of the board

Rao Xinyu

Board Secretary

Beijing, the PRC, 20 July 2015

 

END

 

 

FONLIFVRDLILFIE