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.
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 00753)
- PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY
AND
- PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES OF SHAREHOLDERS' MEETINGS AND THE RULES AND
PROCEDURES OF MEETINGS OF THE BOARD OF DIRECTORS
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Air China Limited (the "Company") announces that, according to the provisions and regulatory requirements of the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Official Reply of the State Council regarding Adjusting the Application of Provisions to Matters Including the Notice Period for Convention of Shareholders' Meetings by Overseas Listed Companies 《( 國務院關於調整適用在境外上市公司召開股東大會通知 期限等事項規定的批覆》), the Guidelines for the Articles of Association of Listed Companies 《( 上市 公司章程指引》), the Code of Corporate Governance for Listed Companies 《( 上市公司治理準則》) and other laws and regulations and regulatory documents as well as the actual operational and management needs of the Company, the board of directors of the Company (the "Board") has resolved on 26 November 2021 to propose to the shareholders of the Company (the "Shareholder(s)") certain amendments to the articles of association of the Company (the "Articles of Association").
The full text of the proposed amendments to the Articles of Association is set out in Appendix I to this announcement.
The proposed amendments to the Articles of Association are subject to approval by the Shareholders by way of special resolution at a general meeting of the Company.
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PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES OF SHAREHOLDERS' MEETINGS AND THE RULES AND PROCEDURES OF MEETING OF THE BOARD
On 26 November 2021, the Board also resolved to propose to the Shareholders certain amendments to the Rules and Procedures of Shareholders' Meetings and the Rules and Procedures of Meetings of the Board, so as to, among others, align with the proposed amendments to the Articles of Association. The full texts of the proposed amendments to the Rules and Procedures of Shareholders' Meetings and the Rules and Procedures of Meetings of the Board are set out in Appendices II and III to this announcement, respectively.
The proposed amendments to the Rules and Procedures of Shareholders' Meetings and the Rules and Procedures of Meetings of the Board are subject to approval by the Shareholders by way of special resolutions at a general meeting of the Company.
GENERAL
A circular containing, among other things, details of (i) the proposed amendments to the Articles of Association; and (ii) the proposed amendments to the Rules and Procedures of Shareholders' Meetings and the Rules and Procedures of Meetings of the Board, will be despatched to the Shareholders in due course.
By Order of the Board
Air China Limited
Huang Bin Huen Ho Yin
Joint Company Secretaries
Beijing, the PRC, 26 November 2021
As at the date of this announcement, the directors of the Company are Mr. Song Zhiyong, Mr. Ma Chongxian, Mr. Feng Gang, Mr. Patrick Healy, Mr. Xue Yasong, Mr. Duan Hongyi*, Mr. Stanley Hui Hon-chung* and Mr. Li Dajin*.
- Independent non-executive director of the Company
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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Set out below are the details of the proposed amendments to the Articles of Association. The revisions have been underlined (if applicable) for the convenience of perusal.
Existing Articles | Proposed Revised Articles | |||||||||
Article 3 The Company's address: Basement | Article 3 The Company's address: Basement | |||||||||
1-101 9th Floor, Building 1, 30 Tianzhu Road, | 1-101 | 1st Floor-9th Floor 101, Building 1, 30 | ||||||||
Shunyi District, Beijing, China. | Tianzhu Road, Shunyi District, Beijing, China. | |||||||||
Article 8 | The Articles | of Association | are | Article 8 | The Articles of Association are | |||||
binding on the Company and its shareholders, | binding on the Company and its shareholders, | |||||||||
directors, | supervisors, | president, | vice | members of the Party Committee,directors, | ||||||
presidents and other senior officers; all of | supervisors, president, vice presidents and | |||||||||
whom may, according to the Company's | other senior officers; all of whom may, | |||||||||
Articles of Association, assert their rights in | according to the Company's Articles of | |||||||||
respect of the affairs of the Company. | Association, | assert their rights in respect of | ||||||||
the affairs of the Company. | ||||||||||
Article 11 According to the Constitution of | Article 11 According to the Constitution of | |||||||||
the Communist Party of China, the Company | the Communist Party of China, the Company | |||||||||
shall establish an organization of the | shall establish an organization of the | |||||||||
Communist Party of China. The Party | Communist Party of China to carry out the | |||||||||
Committee shall perform the core leading and | activities of the Party, establish a working | |||||||||
political functions, control the directions, | organ for the Party,. The Party Committee | |||||||||
manage the situation and ensure the | shall perform the core leading and political | |||||||||
implementation. The Company shall set up | functions, control the directions, manage the | |||||||||
the working organs of the Party, which shall be | situation and ensure the implementation. The | |||||||||
equipped with sufficient personnel to handle | Company shall set up the working organs of | |||||||||
Party affairs and provided with sufficient funds | the Party, which shall be equipped with | |||||||||
to operate the Party organization. | allocatesufficient and competentpersonnel | |||||||||
to handle Party affairs and provided with | ||||||||||
sufficient funds to operate the Party | ||||||||||
organization. | ||||||||||
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Existing Articles | Proposed Revised Articles | |
Article 29 The Company may, in accordance | Article 29 The Company may, in accordance | |
with the procedures set out in the Company's | with the procedures set out in the Company's | |
Articles of Association and with the approval | Articles of Association and with the approval | |
of the relevant governing authority of the State, | of the relevant governing authority of the State, | |
repurchase its issued shares under the | repurchase its issued shares under the | |
following circumstances: | following circumstances: | |
(1) cancellation of shares for the purposes of | (1) | cancellation of shares for the purposes of |
reducing its capital; | reducing its registeredcapital; | |
(2) merging with another company that holds | (2) | merging with another company that holds |
shares in the Company; | shares in the Company; | |
(3) granting shares as an incentive to the | (3) | grantingusing theshares for the employee |
employees of the Company; | share ownership plan or as share incentive | |
as | an incentive to the employees of the |
- acquiring as requested the shares of Company; shareholders who vote against any resolution
on the merger or demerger of the Company | (4) acquiring as requested the shares of |
adopted at a shareholders' general meeting; | shareholders who vote against any resolution |
on the merger or demerger of the Company | |
(5) other circumstances permitted by laws and | adopted at a shareholders' general meeting; |
administrative regulations. | |
(5) using the shares for the conversion of the | |
The Company's repurchase of its issued shares | corporate bonds issued by the listed |
shall comply with the provisions of Article 30 | company which are convertible into shares; |
to Article 33 of the Articles of Association. | |
(6) necessary for safeguarding the value of | |
the Company and the shareholders' | |
interests; | |
(7)(5)other circumstances permitted by laws | |
and administrative regulations. | |
Save as the aforesaid circumstances, the | |
Company shall not conduct activities of | |
dealing in its shares. | |
The Company's repurchase of its issued shares | |
shall comply with the provisions of Article 30 | |
to Article 33 of the Articles of Association. |
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Existing Articles | Proposed Revised Articles |
Article 30 The Company may repurchase | Article 30 The Company may repurchase |
shares in one of the following ways, with the | shares in one of the following ways, with the |
approval of the relevant governing authority of | approval of the relevant governing authority of |
the State: | the State: |
(1) by making a general offer for the | (1) by making a general offer for the |
repurchase of shares to all its shareholders on | repurchase of shares to all its shareholders on |
a pro rata basis; | a pro rata basis; |
(2) by repurchasing shares through public | (2) by repurchasing shares through public |
dealing on a stock exchange; | dealing on a stock exchange; |
(3) by repurchasing shares outside of the stock | (3) by repurchasing shares outside of the stock |
exchange by means of an agreement; | exchange by means of an agreement; |
(4) by any other mean which is permitted by | (4) by any other mean which is permitted by |
law and administrative regulations and by the | law and administrative regulations and by the |
authority in charge of securities of the State | authority in charge of securities of the State |
Council. | Council. |
The repurchase of the shares of the | |
Company arising from the circumstances | |
provided under items (3), (5) and (6) of the | |
first paragraph of Article 29 of these | |
Articles of Association shall be carried out | |
by way of open and centralized trading. | |
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