TIDMAIRC
RNS Number : 4861Z
Air China Ld
31 August 2018
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.
AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's
Republic of China with limited liability)
(Stock Code: 00753)
DISCLOSEABLE TRANSACTION AND CONNECTED TRANSACTION:
SALE OF 51% EQUITY INTEREST IN AIR CHINA CARGO
SALE OF 51% EQUITY INTEREST IN AIR CHINA CARGO
On 30 August 2018, the Company entered into the Disposal
Agreement with Capital Holding, pursuant to which the Company
conditionally agreed to sell and Capital Holding conditionally
agreed to purchase 51% equity interest in Air China Cargo at a
consideration of RMB2,438,837,520. Upon completion of the Disposal,
Air China Cargo will cease to be a subsidiary of the Company.
HONG KONG LISTING RULES IMPLICATIONS
As at the date of this announcement, Capital Holding is a
wholly-owned subsidiary of CNAHC, the controlling shareholder of
the Company, and is therefore a connected person of the Company as
defined under the Hong Kong Listing Rules.
As one or more of the applicable Percentage Ratios of the
Disposal is more than 5% but are all less than 25%, the Disposal
constitutes a discloseable transaction and a connected transaction
of the Company and is therefore subject to the reporting,
announcement and independent shareholders' approval requirements
under Chapter 14A of the Hong Kong Listing Rules and the
requirements applicable to discloseable transaction under Chapter
14 of the Hong Kong Listing Rules.
EXTRAORDINARY GENERAL MEETING
The Company will convene an extraordinary general meeting for
the purpose of, among other things, obtaining Independent
Shareholders' approval for the Disposal Agreement and the
transactions contemplated thereunder. CNAHC and its associates will
abstain from voting on the relevant resolution at the extraordinary
general meeting.
The Independent Board Committee comprising all independent
non-executive Directors has been set up to advise the Independent
Shareholders in respect of the Disposal Agreement and the
transactions contemplated thereunder. Octal Capital has been
appointed as the independent financial adviser to advise the
Independent Board Committee and the Independent Shareholders in
this regard.
A circular containing, among other things, (i) details of the
Disposal Agreement and the transactions contemplated thereunder;
(ii) a letter from Octal Capital to the Independent Board Committee
and the Independent Shareholders containing its advice on the
Disposal Agreement and the transactions contemplated thereunder;
and (iii) the recommendation of the Independent Board Committee in
respect of the Disposal Agreement and the transactions contemplated
thereunder, will be despatched to Shareholders on or about 4
September 2018 in accordance with the Hong Kong Listing Rules.
I. INTRODUCTION
On 30 August 2018, the Company entered into the Disposal
Agreement with Capital Holding, pursuant to which the Company
conditionally agreed to sell and Capital Holding conditionally
agreed to purchase 51% equity interest in Air China Cargo at a
consideration of RMB2,438,837,520. Upon completion of the Disposal,
Air China Cargo will cease to be a subsidiary of the Company.
II. SALE OF 51% EQUITY INTEREST IN AIR CHINA CARGO
1. Disposal Agreement
The principal terms of the Disposal Agreement are set out as
follows:
Date
30 August 2018
Parties
Seller: the Company
Purchaser: Capital Holding, a wholly-owned subsidiary of
CNAHC
Assets to be sold
Subject to terms and conditions under the Disposal Agreement,
the Company conditionally agreed to sell and Capital Holding
conditionally agreed to purchase 51% equity interest in Air China
Cargo at a consideration of RMB2,438,837,520. Upon completion of
the Disposal, Air China Cargo will cease to be a subsidiary of the
Company.
Consideration
The Consideration is RMB2,438,837,520, determined by the parties
after arm's length negotiations with reference to the appraised
value of the total shareholders' equity of 51% equity interest in
Air China Cargo as at the Valuation Benchmark Date, being
RMB2,438,837,520. The appraised value of Air China Cargo as at the
Valuation Benchmark Date is prepared by the Valuer based on the
valuation results using the asset- based approach.
Payment of Consideration
Subject to the satisfaction or waiver by Capital Holding in
writing of all conditions for the payment of the Consideration, the
Consideration shall be paid by Capital Holding within five (5)
Working Days from the effective date of the Disposal Agreement by
transferring it into the designated account of the Company.
If Capital Holding fails to complete the payment of the
Consideration within five (5) Working Days from the effective date
of the Disposal Agreement, the Company is entitled to receive
penalty interest from Capital Holding from the date of the overdue
of the payment to the date where the Consideration is fully paid.
The penalty interest shall be calculated based on the part of the
Consideration that has not been actually paid and the bank loan
interest rate for the same period.
Conditions Precedent of the Payment of the Consideration
Capital Holding's payment of the Consideration shall be
conditional upon the following conditions being fulfilled or waived
in writing by Capital Holding:
(i) Air China Cargo, the Company and Capital Holding have
performed all necessary internal approval procedures, including but
not limited to the approval by the board of directors, the
shareholders' meeting, president work meeting (general manager work
meeting) and other internal decision-making organs;
(ii) CNAHC has performed all necessary internal approval
procedures and has approved the Disposal to be conducted through
non-public transfer by way of agreement, and has filed the
appraisal result of Air China Cargo according to relevant laws and
regulations;
(iii) Other shareholders of Air China Cargo have waived their
pre-emptive right and tag- along right in relation to the Disposal
and have agreed with the implementation of the Disposal;
(iv) the Disposal Agreement has been duly signed by the Company
and Capital Holding and all the effective conditions as stipulated
in the Disposal Agreement have been met, and the Disposal Agreement
is legally binding on the parties thereunder; and
(v) the Company's undertakings, representations and warranties
under the Disposal Agreement are truthful, accurate and effectively
honoured in material respects.
Conditions (ii) and (iii) are non-waivable. As at the date of
this announcement, condition
(ii) has been satisfied.
Air China Cargo's "Other Shareholders" are Cathay Pacific China
Cargo Holdings Limited (a subsidiary of Cathay Pacific) and Fine
Star Enterprises Corporation, which hold 25% and 24% of equity
interests in Air China Cargo, respectively. According to Air China
Cargo's Joint Venture Contract and articles of association, should
the Company dispose of its equity interests in Air China Cargo, the
other shareholders of Air China Cargo shall be entitled to
pre-emptive and tag-along rights. Where the other shareholders of
Air China Cargo decide to exercise the pre-emptive right, they
shall purchase all of the equity interests disposed of by the
Company, and if they decide to exercise the tag-along right, they
shall follow the Company and dispose of all their equity interests
in Air China Cargo. In the event that the other shareholders of Air
China Cargo exercise the pre- emptive right or tag-along right, the
non-waivable condition (iii) will not be attainable, the conditions
precedent of the payment of the consideration will not be entirely
satisfied, and the Disposal will not be able to proceed.
Applications for Approvals from Government Authorities
The Company shall, within five (5) Working Days from the date of
signing of the Disposal Agreement, procure Air China Cargo to
submit the applications for approvals of the share transfer and the
related application documents to government authorities including
the Ministry of Commerce and the industrial authorities to obtain
their approvals. After Air China Cargo has obtained the approvals
from the Shareholders at the general meeting of the Company, the
industrial authorities, and the Ministry of Commerce and after
obtaining the new certificate of approval for establishment of
enterprises with foreign investment, the Company shall actively
procure Air China Cargo to apply for change of registration with
industrial and commercial administration authority.
Capital Holding shall provide necessary assistance in the
above-mentioned applications for approvals from government
authorities.
Completion
The completion of the Disposal shall take place on the date when
Air China Cargo completes the registration of change of the equity
transfer with industrial and commercial administration authority in
relation to the Disposal and obtains the new business license (the
"Completion Date").
Miscellaneous
For the entrusted loans of RMB1.02 billion provided by the
Company to Air China Cargo through the finance company controlled
by the Company and for the loans of RMB0.98 billion provided by
Cathay Pacific to Air China Cargo, the two parties agreed that Air
China Cargo shall repay such loans in full before the Completion
Date, and the Company shall procure the directors appointed by it
at the board of directors of Air China Cargo to vote for the
relevant resolution at the board meeting of Air China Cargo and
sign the relevant board resolution.
For the existing guarantees and counter-guarantees provided by
the Company before the Completion Date for Air China Cargo for the
financing matters related to eight aircraft, the parties agreed
that CNAHC will enter into relevant guarantee or counter-guarantee
agreements (the "Replacement Guarantee Agreement") before the
Completion Date with the relevant parties to provide such
guarantees or counter-guarantees in lieu of the Company for
relevant creditors or beneficiaries. Replacement Guarantee
Agreements shall be signed and executed as agreed by relevant
parties and shall be performed by the parties to the Replacement
Guarantee Agreements in accordance with the agreed terms and
conditions thereof. The Company and Capital Holding undertake that
the financial and business operations of Air China Cargo will not
be adversely affected by the signing and performance of the
Replacement Guarantee Agreements. To avoid any doubt, taxes and
fees arising from the signing of the Replacement Guarantee
Agreements by relevant parties shall be borne in accordance with
the terms of the Replacement Guarantee Agreements or the
requirements of relevant laws.
Air China Cargo borrowed funds from the Beijing Capital
International Airport Branch of Bank of China Limited in 2017 to
replace the loans used to purchase aircraft. The Company provided
guarantee for Air China Cargo for 51% (in line with the Company's
shareholding percentage in Air China Cargo) of the debts under the
borrowings. As at 31 December 2017, the Company's guarantee amount
under such guarantee was approximately USD121,794 thousand (equal
to approximately RMB795,826.35 thousand as per the Applicable
Exchange Rate). In addition, Air China Cargo conducted overseas
aircraft finance leasing in 2014 and 2015. The Company provided
counter guarantee for 51% (in line with the Company's shareholding
percentage in Air China Cargo) of such aircraft finance leasing. As
at 31 December 2017, the Company's guarantee amount under such
guarantee was approximately USD290,022 thousand (equal to
approximately RMB1,895,061.75 thousand as per the Applicable
Exchange Rate). The Company is not expected to incur additional
taxes and fees for entering into Replacement Guarantee
Agreements.
The Company agreed to provide Air China Cargo with trademarks
and logos relating to its air cargo business after the Completion
Date in accordance with the stipulations in the trademark licensing
agreement that the Company has signed or will sign separately with
CNAHC (or Air China Cargo). The Company and CNAHC have entered into
a trademark license framework agreement (the "Framework Agreement")
which was renewed in 2017 upon approval of independent shareholders
with a term commencing on 1 January 2018 and ending on 31 December
2020. For trademarks covered by the Framework Agreement, the
Company will authorize Air China Cargo to use them in accordance
with the terms of the Framework Agreement; where the trademark
authorization surpasses the scope of the Framework Agreement, the
Company will otherwise enter into related connected transaction
agreements with Air China Cargo or CNAHC, in which case the Company
will comply with the requirements under Chapter 14A of the Hong
Kong Listing Rules.
From the Completion Date, the directors, supervisors, or members
of the executive committee of Air China Cargo appointed by the
Company to Air China Cargo will become invalid and the
corresponding positions will be filled by the personnel appointed
by Capital Holding. If any of the directors, supervisors, or
members of the executive committee of Air China Cargo appointed by
the Company resign as directors, supervisors, or members of the
executive committee of Air China Cargo due to the Disposal, the
Company shall procure that such directors, supervisors, or members
of the executive committee sign written letter of resignation and
expressly waive the right of compensation against Air China Cargo
due to their resignation as directors, supervisors, or members of
the executive committee or any other reasons.
Effectiveness of the Disposal Agreement
The Disposal Agreement shall take effect upon all of the
following conditions being fulfilled:
(i) the Disposal Agreement has been duly signed by the legal
representatives or authorized representatives of the Company and
Capital Holding;
(ii) the Disposal has been approved at the general meeting of the Company; and
(iii) Air China Cargo has obtained approval from CNAHC,
industrial authorities (namely the Civil Aviation Administration of
China and/or the CAAC North China Regional Administration) and the
Ministry of Commerce in respect of the Disposal.
Termination of the Disposal Agreement
In the event of any of the following circumstances, parties to
the Disposal Agreement can terminate the Disposal Agreement by
entering into a termination agreement in writing:
(i) Due to force majeure events, this agreement cannot be performed;
(ii) Due to unilateral breach of contract, the performance of
the Disposal Agreement is rendered unnecessary or non-feasible;
(iii) Air China Cargo fails to complete the registration of
change of the equity transfer with industrial and commercial
administration authority within one hundred fifty (150) days
starting from the day when a share transfer notice has been sent by
the Company to other shareholders of Air China Cargo; or
(iv) The parties of the Disposal Agreement agree to terminate the Disposal Agreement.
2. Information on Air China Cargo
Air China Cargo is a limited liability company incorporated
under laws of the PRC, and its principal business is air cargo and
airmail transportation.
The table below illustrates the consolidated net assets and
total assets of Air China Cargo prepared according to Accounting
Standards for Business Enterprises as at the dates indicated:
31 December 31 December
30 June 2018 2017 2016
(unaudited) (audited) (audited)
RMB RMB RMB
Net Assets 3,960,695,819.93 3,841,902,754 2,739,476,828
Total Assets 14,726,820,488.54 14,240,736,144 14,635,366,376
The consolidated revenue and consolidated net profit (before and
after taxation) of Air China Cargo for the two years ended 31
December 2017 and the six months ended 30 June 2018, prepared
according to Accounting Standards for Business Enterprises, were as
follows:
For the six months
ended 30 June For the year ended For the year ended
2018 31 December 2017 31 December 2016
(unaudited) (audited) (audited)
RMB RMB RMB
Revenue 5,557,842,322.32 11,263,786,156 9,022,882,585
Net profit (before
taxation) 119,749,294.28 1,106,806,659 13,705,089
Net profit (after
taxation) 118,747,804.44 1,104,645,196 12,031,834
Air China Cargo's net profit after tax (unaudited) for the six
months ended 30 June 2018 was RMB118.75 million, representing a
decrease of 58.07% from RMB283.22 million for the same period last
year, mainly due to the increase in jet oil price and exchange loss
despite the growth of revenue from cargo transportation.
Note: the above financial information is derived from the
consolidated financial statements of Air China Cargo.
3. Information on the Parties
The Company
The Company's principal business activity is air passenger, air
cargo and airline-related services.
Capital Holding and CNAHC
Capital Holding is a company incorporated under laws of the PRC
with limited liability, and also a wholly-owned subsidiary of
CNAHC. It is primarily engaged in project investment, investment
management, provision of investment advisory services, asset
management, enterprise management, consultancy services in relation
to asset management and enterprise management, charter services,
lease of aircraft, sale of aviation supplies, and development and
sale of computer software and hardware.
CNAHC is a state-owned company incorporated in the PRC with a
registered capital of RMB10,027,830,000. Its registered address is
Air China Plaza, 36 Xiaoyun Road, Chaoyang District, Beijing, the
PRC and the legal representative is Mr. Cai Jianjiang. It is
primarily engaged in managing its state-owned assets and its equity
interest in investees, charter of aircraft and maintenance of
aviation equipment. CNAHC is the controlling shareholder of the
Company and is therefore a connected person of the Company as
defined under the Hong Kong Listing Rules.
4. Financial Impact of the Disposal
Assuming the Company sets 30 June 2018 as the benchmark date for
completion of the Disposal, it is expected that the financial
statements of the Company prepared according to the Accounting
Standards for Business Enterprises will record a gain before
taxation of approximately RMB411 million as a result of the
Disposal, which represents the difference between the Consideration
and the unaudited net asset value of 51% equity interest in Air
China Cargo amounting to RMB2,028 million as at 30 June 2018 based
on the consolidated financial statements of the Company.
The actual gain or loss in connection with the Disposal will be
assessed after the completion of the Disposal. As Air China Cargo's
net assets will change on the Completion Date, the actual gain from
the Disposal will be adjusted accordingly based on Air China
Cargo's net assets on the Completion Date. Upon completion of
Disposal, Air China Cargo will cease to be a subsidiary of the
Company and the financial results of Air China Cargo will no longer
be consolidated into the financial statements of the Company.
The proceeds from the Disposal in the total sum of
RMB2,438,837,520 will be used to replenish the liquidity of the
Group.
5. Reasons for and Benefits of the Disposal
(i) Enhancing the stability of the Company's operation
In recent years, the capacity of the air cargo transportation
market has been oversupplied. Market competition was fierce, the
cargo transportation price was low, and the market was highly open.
In the domestic market, the traditional air cargo businesses do not
fully match the rapidly changing domestic logistics needs, and the
competition in freight market has increased. In the international
market, despite the increase in international cargo transportation
volume in 2017, the entire industry is faced with increasingly
complex international trade situation and exchange rate risks,
leading to increased uncertainty in the prospect of the
international cargo transportation market.
Against this industry backdrop, Air China Cargo's future
profitability will be
affected to a certain extent. Firstly, Air China Cargo is mainly
engaged in airport-to-airport air transportation, serving mostly
freight forwarders rather than manufacturers or cargo owners, with
little bargaining power and remaining at the bottom of the value
chain. Its profitability is easily squeezed amid fierce competition
in the air cargo industry; secondly, cargo owners increasingly seek
logistics companies that can provide comprehensive logistics
solutions rather than single- functioned air transportation
companies. Although Air China Cargo has been exploring new business
models in recent years, business transformation is costly and slow
to yield results.
Although the profitability of Air China Cargo improved in 2017,
the improvement was mainly due to the recovery of international
transportation volume, cyclical rise of freight rates, and
substantial exchange rate gain from the appreciation of Renminbi
against US dollar. Given the complex international trade situation
and the expected weakening of Renminbi, the profitability has not
been fundamentally improved. Due to the extended period of poor
performance, there is still a large amount of losses to be covered.
Therefore, disposing of Air China Cargo is the concrete measure and
reasonable choice for the Company to address the uncertainties of
the air cargo market, allowing the Company to enhance the stability
of its operations.
(ii) Concentrating on the Company's air passenger transportation business
With the increase in the income of residents, the upgrade of
consumption structure, and the increasingly close economic tie
among regions, the air passenger transport business maintains
stable growth while possessing huge market potential. Following the
disposal of Air China Cargo, the Company will further concentrate
its resources on the air passenger transport business to increase
the competitiveness thereof while mitigating the impacts of
intensified competition in the cargo transportation market and
uncertainty of international trade situation on the Company's
business performance, allowing the Company to concentrate on its
air passenger transportation business.
Meanwhile, the Company's shareholder loan to Air China Cargo
will be repaid by Air China Cargo prior to the completion. The
amount will be used to further supplement the Company's working
capital to enhance the robustness of the Company's operations.
III. HONG KONG LISTING RULES IMPLICATIONS
As at the date of this announcement, Capital Holding is a
wholly-owned subsidiary of CNAHC, the controlling shareholder of
the Company, and is therefore a connected person of the Company as
defined under the Hong Kong Listing Rules.
As one or more of the applicable Percentage Ratios of the
Disposal is more than 5% but are all less than 25%, the Disposal
constitutes a discloseable transaction and a connected transaction
of the Company and is therefore subject to the reporting,
announcement and independent shareholders' approval requirements
under Chapter 14A of the Hong Kong Listing Rules and the
requirements applicable to discloseable transaction under Chapter
14 of the Hong Kong Listing Rules.
At the seventh meeting of the fifth session of the Board of the
Company held on 30 August 2018, the Board approved the Disposal
Agreement and the transactions contemplated thereunder. Mr. Cai
Jianjiang, Mr. Song Zhiyong and Mr. Xue Yasong are considered to
have a material interest in the Disposal Agreement and the
transactions contemplated thereunder and therefore have abstained
from voting in the relevant board resolution in respect of the
Disposal Agreement and the transactions contemplated thereunder.
Save as disclosed above, none of the Directors has a material
interest in the Disposal Agreement and the transactions
contemplated thereunder and hence no other Director is required to
abstain from voting on the relevant board resolution.
The appraised value of Air China Cargo's total shareholders'
equity determined by the Valuer was finally based on the valuation
results using asset-based approach. However, as the Valuer is
required under applicable PRC laws and regulations to conduct the
valuation of Air China Cargo's total shareholders' equity using at
least two valuation approaches, the Valuation Report therefore
covers the valuation results based on the income approach. The
Company has applied for, and the Stock Exchange has granted, a
waiver from the profit forecast requirements under Rules 14.62,
14A.68(7), 14A.70(13) and paragraph 29(2) of Appendix 1B of the
Hong Kong Listing Rules in respect of the Disposal.
IV. SHANGHAI LISTING RULES IMPLICATIONS
Pursuant to the Shanghai Listing Rules, Capital Holding is a
related party of the Company as it is controlled by the controlling
shareholder of the Company. The Disposal Agreement shall be
approved or ratified by the Independent Shareholders at the
EGM.
V. EXTRAORDINARY GENERAL MEETING
The Company will convene an extraordinary general meeting for
the purpose of, among other things, obtaining Independent
Shareholders' approval for the Disposal Agreement and the
transactions contemplated thereunder. CNAHC and its associates will
abstain from voting on the relevant resolution at the extraordinary
general meeting.
The Independent Board Committee comprising all independent
non-executive Directors has been set up to advise the Independent
Shareholders in respect of the Disposal Agreement and the
transactions contemplated thereunder. Octal Capital has been
appointed as the independent financial adviser to advise the
Independent Board Committee and the Independent Shareholders in
this regard.
A circular containing, among other things, (i) details of the
Disposal Agreement and the transactions contemplated thereunder;
(ii) a letter from Octal Capital to the Independent Board Committee
and the Independent Shareholders containing its advice on the
Disposal Agreement and the transactions contemplated thereunder;
and (iii) the recommendation of the Independent Board Committee in
respect of the Disposal Agreement and the transactions contemplated
thereunder, will be despatched to Shareholders on or about 4
September 2018 in accordance with the Hong Kong Listing Rules.
DEFINITIONS
In this announcement, unless the context otherwise requires, the
following terms shall have the following meanings:
"Air China Cargo" Air China Cargo Co., Ltd., a company
incorporated under the laws of the PRC with limited liability
"Applicable Exchange Rate" the midpoint price of RMB to the US
dollar as published by the
People's Bank of China on 29 December 2017 (being the last
Working Day prior to 31 December 2017), which is USD1 =
RMB6.5342
"A Share(s)" the domestic share(s) in the share capital of the
Company with a nominal value of RMB1.00 each, which are listed on
the Shanghai Stock Exchange and traded in RMB
"associate(s)" shall have the meaning ascribed to it by Hong
Kong Listing
Rules "Board" the board of Directors
"Capital Holding" or "Purchaser"
China National Aviation Capital Holding Co., Ltd. ( ), a limited
liability company incorporated under laws of the PRC and a
wholly-owned subsidiary of CNAHC
"Company" Air China Limited, a company incorporated in the PRC,
whose H shares are listed on the Stock Exchange as its primary
listing venue and have been admitted to the Official List of the UK
Listing Authority as its secondary listing venue, and whose A
shares are listed on the Shanghai Stock Exchange
"Consideration" RMB2,438,837,520, being the consideration for
the Disposal "CNACG" China National Aviation Corporation (Group)
Limited
"CNAHC" China National Aviation Holding Corporation Limited, a
state- owned enterprise incorporated under the laws of the PRC and
the controlling shareholder of the Company
"Disposal" the sale of 51% equity interest in Air China Cargo by
the Company to Capital Holding according to the terms and
conditions of the Disposal Agreement
"Disposal Agreement" the share transfer agreement entered into
between the Company and
Capital Holding on 30 August 2018 in relation to the
Disposal
"Director(s)" the director(s) of the Company
"Group" the Company and its subsidiaries
"Hong Kong" Hong Kong Special Administrative Region of the PRC
"Hong Kong Listing Rules" the Rules Governing the Listing of
Securities on the Stock Exchange
"H Share(s)" the overseas listed foreign share(s) in the share
capital of the Company with a nominal value of RMB1.00 each, which
are listed on the Stock Exchange as its primary listing venue and
have been admitted to the Official List of the UK Listing Authority
as its secondary listing venue
"Independent Board Committee"
a board committee comprising Mr. Wang Xiaokang, Mr. Liu Deheng,
Mr. Stanley Hui Hon-chung and Mr. Li Dajin, all being the
independent non-executive Directors
"Independent Financial Advisor" or "Octal Capital"
Octal Capital Limited, the independent financial adviser to the
Independent Board Committee and the Independent Shareholders, and a
corporation licensed to carry out Type 1 (dealing in securities)
and Type 6 (advising on corporate finance) regulated activities
under the SFO
"Independent Shareholders" the Shareholders other than CNAHC and CNACG
"Percentage Ratio" has the meaning ascribed to it by the Hong
Kong Listing Rules "PRC"
the People's Republic of China, excluding, for the purpose of
this
circular only, Hong Kong, Macau and Taiwan
"RMB" Renminbi, the lawful currency of the PRC
"Shanghai Listing Rules" the Rules Governing the Listing of
Stocks on the Shanghai Stock
Exchange
"Shareholder(s)" holder(s) of the Shares of the Company "Stock
Exchange"
The Stock Exchange of Hong Kong Limited "Valuation Benchmark Date" 31 December 2017
"Valuation Report" the asset valuation report on Air China Cargo
issued by the Valuer
on 12 July 2018
"Valuer" Beijing China Enterprise Appraisals Co., Ltd. ( ), an
independent valuer in the PRC
"Working Day" any day other than dates when banks in the PRC are
required or
authorised by laws of the PRC to be closed for business
By Order of the Board
Air China Limited
Zhou Feng Tam Shuit Mui
Joint Company Secretaries
Beijing, the PRC, 30 August 2018
As at the date of this announcement, the directors of the
Company are Mr. Cai Jianjiang, Mr. Song Zhiyong, Mr. Xue Yasong,
Mr. John Robert Slosar, Mr. Wang Xiaokang*, Mr. Liu Deheng*, Mr.
Stanley Hui Honchung* and Mr. Li Dajin*.
* Independent non-executive director of the Company
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
DISFKDDQOBKDKFN
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