Air China Ld
27 December 2007
The Stock Exchange of Hong Kong Limited takes no responsibility for the contents
of this announcement, makes no representation as to its accuracy or completeness
and expressly disclaims any liability whatsoever for any loss whatsoever 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: 753)
Announcement
Resolution of the Fourth Meeting of the Second Session of the Board
The announcement is made pursuant to Rule 13.09 of the Rules Governing the
Listing of Securities on the Stock Exchange of Hong Kong Limited (the 'Hong
Kong Listing Rules').
The Company and all members of the Board guarantee the truth, accuracy and
completeness of the contents of this announcement, and take related
responsibilities for any false record, misrepresentation or material omission in
this announcement.
The resolution was considered and passed as a written resolution at the fourth
meeting of the second session of the Board of Directors (the 'Board') of Air
China Limited (the 'Company') as follows:
It is agreed that the Company, through China National Aviation Company Limited,
a wholly-owned subsidiary of the Company, to acquire all the issued shares of
held by Gold Leaf Enterprises Holdings Ltd. in cash to
indirectly acquire 25% equity interests of Air China Cargo Co., Ltd. Held
, and to authorize the management of the Company to deal with
related issues. Since this transaction does not constitute a connected
transaction under the listing rules of the Shanghai Stock Exchange, it is
unnecessary to submit it for approval at a general meeting. It only constitutes
a connected transaction under the Hong Kong Listing Rules. Accordingly, it is
necessary to obtain written approval from independent shareholders who hold more
than 50% shares of the Company so as to be exempted from the convening of a
general meeting under Rule 14A.43 of the Hong Kong Listing Rules. It is agreed
that China National Aviation Holding Company and China National Aviation
Corporation (Group) Limited, which together hold more than 50% shares of the
Company in aggregate as independent shareholders, will give written approval in
respect of this transaction.
The Directors consider that this transaction has been entered into on normal
commercial terms in the usual course of business of the Company; the independent
non-executive directors are of the view that the terms of this transaction are
fair and reasonable and are in the interests of the shareholders of the Company
as a whole. There is no director who has any material interests in this
transaction and no director is thus required to abstain from voting at the board
meeting.
The agreement relating to the above equity interest acquisition is still under
negotiations. Pursuant to the listing rules of the Shanghai Stock Exchange, this
transaction does not constitute a discloseable transaction, but it is notifiable
under the Hong Kong Listing Rules. Accordingly, under the principle of
consistent disclosure in domestic and overseas regions, the Company will further
disclose the details of the transaction pursuant to the related provisions in
domestic and overseas regions after the related agreement is signed.
By order of the Board
Huang Bin
Board Secretary
Beijing, the PRC, 24 December 2007
As at the date of this announcement, the Directors of the Company are Messrs Li
Jiaxiang, Kong Dong, Wang Shixiang, Yao Weiting, Christopher Dale Pratt, Chen
Nan Lok Philip, Ma Xulun, Cai Jianjiang, Fan Cheng, Hu Hung Lick, Henry*, Wu
Zhipan*, Zhang Ke* and Jia Kang*.
* Independent non-executive Directors of the Company
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http://www.rns-pdf.londonstockexchange.com/rns/5975k_-2007-12-27.pdf
This information is provided by RNS
The company news service from the London Stock Exchange
ROMEAAAXALDXFEE
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Uses the information solely in relation to the management of their personal funds and not as a trader to the public or for the investment of corporate funds;
Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
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