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    753   CNE1000001S0

AIR CHINA LIMITED

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Air China : (1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY AND (2) PROPOSED AMENDMENTS...

11/28/2021 | 07:40pm EST

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)

  1. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

AND

  1. 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.

- 1 -

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

- 2 -

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.

- 3 -

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

  1. 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.

- 4 -

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.

- 5 -

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Air China Limited published this content on 29 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 November 2021 00:39:06 UTC.


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