Air China Ld AMENDMENTS TO THE ARTICLES OF ASSOCIATION (3693Z)

TIDMAIRC

RNS Number : 3693Z

Air China Ld

14 March 2017

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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)

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

References are made to (i) the poll results announcement of the extraordinary general meeting, the H

shareholders' class meeting and the A shareholders' class meeting of Air China Limited (the "Company") dated 23 January 2017; and (ii) the announcement of the Company dated 13 March 2017 in relation to the completion of the non-public A share issue of the Company (the "Non-public A Share Issue") .

At the extraordinary general meeting of the Company on 23 January 2017, the shareholders of the

Company considered and approved the extension of the validity period of the authorisation granted to the board of directors of the Company (the "Board") and the Board's authorised person (s) to handle all relevant matters relating to the Non-public A Share Issue. As the Non-public A Share Issue was completed on 10 March 2017, the chairman of the Board has decided that certain provisions in the Articles of Association will be amended to reflect the completion of the Non-public A Share Issue.

The amendments to the Articles of Association (the "Current Amendments") are as follows:

   1.   The original eighth paragraph of Article 20 of the Articles of Association reads: 

"The present share capital structure of the Company is as follows: the Company has a total of

13,084,751,004 ordinary shares in issue, of which 8,522,067,640 shares are held by holders of A Shares, representing approximately 65.13% of the Company's total share capital, and 4,562,683,364 shares are held by holders of H Shares, representing approximately 34.87% of the Company's total share capital."

An additional provision shall be added as the eighth paragraph and the original eighth paragraph

(now the ninth paragraph) of Article 20 is amended as follows:

"Upon the completion of the aforesaid non-public issue of A Shares, as approved by the

approving authority authorised by the State Council, the Company has issued 1,440,064,181 A Shares on a non-public issue basis in the year of 2017.

The present share capital structure of the Company is as follows: the Company has a total of

14,524,815,185 ordinary shares in issue, of which 9,962,131,821 shares are held by holders of A Shares, representing approximately 68.59% of the Company's total share capital, and 4,562,683,364 shares are held by holders of H Shares, representing approximately 31.41% of the Company's total share capital."

   2.    The original Article 23 of the Articles of Association reads: 

"The registered capital of the Company is RMB13,084,751,004."

Article 23 is amended as:

"The registered capital of the Company is RMB14,524,815,185."

The Current Amendments will become effective after acquiring the approval by the relevant

regulatory authorities, which will be announced in due course.

By order of the Board

Air China Limited

   Rao Xinyu      Tam  Shuit Mui 

Joint Company Secretaries

Beijing, the PRC, 13 March 2017

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 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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March 14, 2017 03:01 ET (07:01 GMT)