Last checked at 3 Aug 2016 08:00
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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)
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