Last checked at 5 Dec 2016 07:00
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AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code:00753)
EXTENSION OF THE VALIDITY PERIOD OF THE RESOLUTION RELATING TO THE NON-PUBLIC A SHARE ISSUE
AND
EXTENSION OF THE VALIDITY PERIOD OF THE AUTHORISATION GRANTED BY SHAREHOLDERS' MEETING TO THE BOARD AND THE BOARD'S AUTHORISED PERSON(S) TO HANDLE ALL RELEVANT MATTERS RELATING TO THE NON-PUBLIC A SHARE ISSUE OVERSEAS REGULATORY ANNOUNCEMENT
This announcement is made pursuant to Rules 13.09(2)(a) and 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).
References are made to (i) the circular of Air China Limited (the "Company") dated 5 January 2016 in relation to, among other things, the Non-public A Share Issue; (ii) the announcement of the Company dated 26 January 2016 in relation to the poll results of the extraordinary general meeting, the H shareholders' class meeting and the A shareholders' class meeting held on 26 January 2016 (together, the "Previous Shareholders' Meetings"); (iii) the announcement of the Company dated 22 July 2016 in relation to the adjustments to the issue price and the number of shares to be issued under the Non-public A Share Issue following the implementation of the profit distribution proposal for the year 2015; and (iv) the announcement of the Company dated 1 November 2016 in relation to the formal approval of the CSRC on the Non-public A Share Issue. Unless otherwise indicated, capitalised terms used in this announcement shall have the same meanings as those defined in the circular of the Company dated 5 January 2016.
The validity period of the resolution relating to the Non-public A Share Issue (the "Validity Period of Resolution Relating to the Non-public A Share Issue") and the validity period of the authorisation granted to the Board and the Board's authorised person(s) to handle all relevant matters relating to the Non-public A Share Issue (the "Validity Period of Authorisation to the Board") considered and approved at the Previous Shareholders' Meetings will expire on 26 January 2017.
The Company received a formal approval from the CSRC on the Non-public A Share Issue on 31 October 2016. In order to ensure the smooth implementation of the Non-public A Share Issue, the board of directors of the Company (the "Board") considered and approved that the Validity Period of Resolution Relating to the Non-public A Share Issue shall be extended until 30 April 2017 and the Validity Period of Authorisation to the Board shall be extended for a 12-month period from the date of approval of relevant resolution at the extraordinary general meeting (the "EGM") to be held on 20 January 2017. Save as disclosed in the announcement of the Company dated 22 July 2016 in relation to the adjustments to the issue price and the number of shares to be issued under the Non-public A Share Issue, the extension of the Validity Period of Resolution Relating to the Non-public A Share Issue and the Validity Period of Authorisation to the Board, the other matters in relation to the Non- public A Share Issue as approved by the Shareholders at the Previous Shareholders' Meetings remain unchanged and in force.
A circular containing (i) the details of the extension of the Validity Period of Resolution Relating to the Non-public A Share Issue and the extension of the Validity Period of Authorisation to the Board;
(ii) a letter from the independent financial advisor to the Independent Board Committee and the Independent Shareholders containing its advice on the extension of the Validity Period of Resolution Relating to the Non-public A Share Issue; and (iii) the recommendation of the Independent Board Committee to the Independent Shareholders in respect of the extension of the Validity Period of Resolution Relating to the Non-public A Share Issue, will be despatched to Shareholders on or about 5 December 2016.
By order of the Board
Air China Limited
Rao Xinyu Tam Shuit Mui
Joint Company Secretaries
Beijing, the PRC, 2 December 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 Hon-chung* and Mr. Li Dajin*.
* Independent non-executive director of the Company