Air China Regulatory News (AIRC)

27 Dec 2007 07:00

Air China Ld27 December 2007 The Stock Exchange of Hong Kong Limited takes no responsibility for the contentsof this announcement, makes no representation as to its accuracy or completenessand expressly disclaims any liability whatsoever for any loss whatsoever arisingfrom or in reliance upon the whole or any part of the contents of thisannouncement. AIR CHINA LIMITED (a joint stock limited company incorporated in the People's Republic of China with limited liability) (Stock Code: 753) Announcement Resolution of the Fourth Meeting of the Second Session of the Board The announcement is made pursuant to Rule 13.09 of the Rules Governing theListing of Securities on the Stock Exchange of Hong Kong Limited (the "HongKong Listing Rules"). The Company and all members of the Board guarantee the truth, accuracy andcompleteness of the contents of this announcement, and take relatedresponsibilities for any false record, misrepresentation or material omission inthis announcement. The resolution was considered and passed as a written resolution at the fourthmeeting of the second session of the Board of Directors (the "Board") of AirChina Limited (the "Company") as follows: It is agreed that the Company, through China National Aviation Company Limited,a wholly-owned subsidiary of the Company, to acquire all the issued shares of held by Gold Leaf Enterprises Holdings Ltd. in cash toindirectly acquire 25% equity interests of Air China Cargo Co., Ltd. Held , and to authorize the management of the Company to deal withrelated issues. Since this transaction does not constitute a connectedtransaction under the listing rules of the Shanghai Stock Exchange, it isunnecessary to submit it for approval at a general meeting. It only constitutesa connected transaction under the Hong Kong Listing Rules. Accordingly, it isnecessary to obtain written approval from independent shareholders who hold morethan 50% shares of the Company so as to be exempted from the convening of ageneral meeting under Rule 14A.43 of the Hong Kong Listing Rules. It is agreedthat China National Aviation Holding Company and China National AviationCorporation (Group) Limited, which together hold more than 50% shares of theCompany in aggregate as independent shareholders, will give written approval inrespect of this transaction. The Directors consider that this transaction has been entered into on normalcommercial terms in the usual course of business of the Company; the independentnon-executive directors are of the view that the terms of this transaction arefair and reasonable and are in the interests of the shareholders of the Companyas a whole. There is no director who has any material interests in thistransaction and no director is thus required to abstain from voting at the boardmeeting. The agreement relating to the above equity interest acquisition is still undernegotiations. Pursuant to the listing rules of the Shanghai Stock Exchange, thistransaction does not constitute a discloseable transaction, but it is notifiableunder the Hong Kong Listing Rules. Accordingly, under the principle ofconsistent disclosure in domestic and overseas regions, the Company will furtherdisclose the details of the transaction pursuant to the related provisions indomestic and overseas regions after the related agreement is signed. By order of the Board Huang Bin Board Secretary Beijing, the PRC, 24 December 2007 As at the date of this announcement, the Directors of the Company are Messrs LiJiaxiang, Kong Dong, Wang Shixiang, Yao Weiting, Christopher Dale Pratt, ChenNan Lok Philip, Ma Xulun, Cai Jianjiang, Fan Cheng, Hu Hung Lick, Henry*, WuZhipan*, Zhang Ke* and Jia Kang*. * Independent non-executive Directors of the Company To view the full text of this press release, paste the following link into your web browser: http://www.rns-pdf.londonstockexchange.com/rns/5975k_-2007-12-27.pdf This information is provided by RNS The company news service from the London Stock Exchange