REG - Air China Ld - Announcements and Notices-[Connected Transaction]

Air ChinaAnnouncement

08/02/2024 07:00

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RNS Number : 4270C  Air China Ld  08 February 2024

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.

 

中國國際航空股份有限公司

AIR CHINA LIMITED

(a joint stock limited company incorporated in the People's Republic of China
with limited liability)

(Stock Code: 00753)

 

COMPLETION OF THE ISSUANCE OF H SHARES TO SPECIFIC INVESTOR AND AMENDMENTS TO
THE ARTICLES OF ASSOCIATION

 

References are made to: (i) the announcements of Air China Limited (the
"Company") dated 22 December 2023, 9 January 2024 and 26 January 2024; and
(ii) the circular of the Company dated 9 January 2024 (the "Circular") in
relation to, among other things, the Issuance of H Shares to Specific
Investor. Unless otherwise specified herein, capitalised terms used in this
announcement shall have the same meanings as those defined in the Circular.

 

I.       COMPLETION OF THE ISSUANCE OF H SHARES TO SPECIFIC INVESTOR

 

The Company is pleased to announce that all the conditions precedent for the H
Share Subscription Agreement, which was entered into between the Company and
CNACG on 30 January 2024, have been satisfied. Pursuant to the Issuance of H
Shares to Specific Investor, the Company has issued a total of 392,927,308 H
Shares to CNACG at the H Share Issue Price (i.e. HK$5.09 per H Shares) on 7
February 2024, and CNACG has subscribed such H Shares in full in cash on a
one-off basis.

 

The changes in the shareholding structure of the Company prior to and
immediately upon completion of the issuance of H Shares are as follows:

                             Prior to completion of the issuance of H Shares      Immediately upon completion of the issuance of H Shares
                                                       Approximate percentage of                                Approximate percentage of

                                                       the total number of                                      the total number of

                             Total number of           Shares in issue            Total number of               Shares in issue

 Shareholders                Shares held                                           Shares held

 1. CNAHC                    8,123,096,767             50.14%                     8,516,024,075                 51.32%

  and its associates:
 (i) CNAHC                   6,566,761,847             40.53%                     6,566,761,847                 39.57%

                             (A Shares)
 (ii) CNACG                  1,556,334,920:            9.61%                      1,949,262,228                 11.75%
                             (i) 1,332,482,920         8.22%                      1,332,482,920                 8.03%

                             (A Shares)
                             (ii) 223,852,000          1.38%                      616,779,308                   3.72%

                             (H Shares)
 2. Cathay Pacific           2,633,725,455             16.26%                     2,633,725,455                 15.87%

                             (H Shares)
 3. Public Shareholders:     5,443,970,616             33.60%                     5,443,970,616                 32.81%
 (i) Public A Shareholders   3,738,864,707             23.08%                     3,738,864,707                 22.53%
 (ii) Public H Shareholders  1,705,105,909             10.52%                     1,705,105,909                 10.28%

 Sub-total                   4,562,683,364             28.16%                     4,955,610,672                 29.86%

 (H Shares):
 Sub-total                   11,638,109,474            71.84%                     11,638,109,474                70.14%

 (A Shares):
 Total:                      16,200,792,838            100%                       16,593,720,146                100.00%

 

Notes:

 

1.       The percentages shown are rounded to the nearest 2 decimal
places.

 

2.       Upon completion of the Issuance of H Shares to Specific
Investor, the Company continues to comply with the minimum public float as
required by the Listing Rules and agreed by the Hong Kong Stock Exchange
(being 24.20%).

 

As at the date of this announcement, the Issuance of A Shares to Specific
Investor has not yet been completed. The Company will disclose the relevant
information in a timely manner based on the progress of relevant matters. The
Company advises the Shareholders and potential investors to exercise caution
when dealing in the securities of the Company.

II.      AMENDMENTS TO THE ARTICLES OF ASSOCIATION

 

As the total share capital and the registered capital of the Company are
changed into 16,593,720,146 Shares and RMB16,593,720,146 respectively
following the completion of the Issuance of H Shares to Specific Investor, the
Company has made corresponding amendments to relevant articles in the Articles
of Association, the details of which are as follows:

 

 Original Articles of the Articles of Association                                 Amended Articles of the Articles of Association
 Article 20 As approved by the competence authorities, the changes in the share   Article 20 As approved by the competence authorities, the changes in the share
 capital of the Company were as follows:                                          capital of the Company were as follows:
 The Company shall issue additional 2,933,210,909 ordinary shares after its       The Company shall issue additional 2,933,210,909 ordinary shares after its
 incorporation, and the promoters of the Company shall sell 293,321,091           incorporation, and the promoters of the Company shall sell 293,321,091
 ordinary shares, all of which are H Shares.                                      ordinary shares, all of which are H Shares.
 Upon completion of the offering of the H Shares set forth above, the Company     Upon completion of the offering of the H Shares set forth above, the Company
 has issued 1,639,000,000 A shares in 2006.                                       has issued 1,639,000,000 A shares in 2006.
 Upon the completion of the issuance of A shares, the Company has issued          Upon the completion of the issuance of A shares, the Company has issued
 1,179,151,364 H Shares to Cathay Pacific Airways Limited, a shareholder of the   1,179,151,364 H Shares to Cathay Pacific Airways Limited, a shareholder of the
 Company, in 2006.                                                                Company, in 2006.
 Upon the completion of the said additional issuance of H Shares, the Company     Upon the completion of the said additional issuance of H Shares, the Company
 has issued 483,592,400 new A Shares on a non- public issue basis and             has issued 483,592,400 new A Shares on a non- public issue basis and
 157,000,000 new H Shares to China National Aviation Corporation (Group)          157,000,000 new H Shares to China National Aviation Corporation (Group)
 Limited, a shareholder of the Company, on a non-public issue basis in the year   Limited, a shareholder of the Company, on a non-public issue basis in the year
 of 2010.                                                                         of 2010.

 Original Articles of the Articles of Association                                Amended Articles of the Articles of Association
 Upon the completion of the aforesaid non- public issue of A Shares and H        Upon the completion of the aforesaid non- public issue of A Shares and H
 Shares, the Company has issued 192,796,331 new A Shares to China National       Shares, the Company has issued 192,796,331 new A Shares to China National
 Aviation Holding Corporation Limited, a shareholder of the Company, on a        Aviation Holding Corporation Limited, a shareholder of the Company, on a
 non-public issue basis in the year of 2013.                                     non-public issue basis in the year of 2013.
 Upon the completion of the aforesaid non- public issue of A Shares, the         Upon the completion of the aforesaid non- public issue of A Shares, the
 Company has issued 1,440,064,181 A Shares on a non- public issue basis in the   Company has issued 1,440,064,181 A Shares on a non- public issue basis in the
 year of 2017.                                                                   year of 2017.
 Upon the completion of the aforesaid non- public issue of A Shares, the         Upon the completion of the aforesaid non- public issue of A Shares, the
 Company has issued 1,675,977,653 A Shares on a non- public issuance basis in    Company has issued 1,675,977,653 A Shares on a non- public issuance basis in
 the year of 2023.                                                               the year of 2023.
 The present share capital structure of the Company is as follows: the Company   Upon the completion of the aforesaid non- public issue of A Shares, the
 has a total of 16,200,792,838 ordinary shares in issue, of which                Company has issued 392,927,308 H Shares to specific investor in the year of
 11,638,109,474 shares are held by holders of A Shares, representing             2024.
 approximately 71.84% of the Company's total share capital, and 4,562,683,364

 shares are held by holders of H Shares, representing approximately 28.16% of
 the Company's total share capital.

                                                                                 The present share capital structure of the Company is as follows: the Company
                                                                                 has a total of 16,593,720,146 ordinary shares in issue, of which
                                                                                 11,638,109,474 shares are held by holders of A Shares, representing
                                                                                 approximately 70.14%of the Company's total share capital, and 4,955,610,672
                                                                                 shares are held by holders of H Shares, representing approximately  29.86%
                                                                                 of  the  Company's

                                                                                 total share capital.

 Original Articles of the Articles of Association                                Amended Articles of the Articles of Association
 Article 21     The registered capital of the Company is RMB16,200,792,838.      Article 21     The registered capital of the Company is RMB16,593,720,146.

 

Save for the amendments above, other articles in the Articles of Association
remain unchanged.

 

At the EGM held on 26 January 2024, the Shareholders considered and approved
the resolution in relation to the authorization by the general meeting to the
Board and its authorized person(s) to proceed with relevant matters in respect
of the issuance of Shares to specific investors by the Company in their sole
discretion. As the aforesaid amendments to the Articles of Association are
within the scope of the above authorization, such amendments are not required
to be submitted to the general meeting for consideration.

By order of the Board

Air China Limited

Huang Bin Huen Ho Yin

Joint Company Secretaries

 

Beijing, the PRC, 7 February 2024

 

As at the date of this announcement, the directors of the Company are Mr. Ma
Chongxian, Mr. Wang Mingyuan, Mr. Feng Gang, Mr. Patrick Healy, Mr. Xiao Peng,
Mr. Li Fushen*, Mr. He Yun*, Mr. Xu Junxin* and Ms. Winnie Tam Wan-chi*.

 

*  Independent non-executive director of the Company

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