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中國國際航空股份有限公司
AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 00753)
ANNOUNCEMENT ON THE COMPLETION OF THE ACQUISITION OF
EQUITY INTEREST AND CAPITAL INCREASE IN
SHANDONG AVIATION GROUP CORPORATION
References are made to the announcements of Air China Limited (the "Company") dated 30 May 2022, 14 June 2022, 30 December 2022 and 21 March 2023 ("Previous Announcements") in relation to the planning by the Company to acquire the control of Shandong Aviation Group Company Limited ("Shandong Aviation Group Corporation" or the "Target Company") and thereby acquiring the control of Shandong Airlines Co., Ltd. ("Shandong Airlines"). Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in Previous Announcements.
As set out in the Previous Announcements, on 30 December 2022, (i) the Company entered into the Equity Transfer Agreements with Shansteel Financial Holdings and Qingdao Qifa, respectively, pursuant to which the Company shall acquire the 1.4067% and 0.9043% equity interest in Shandong Aviation Group Corporation held by Shansteel Financial Holdings and Qingdao Qifa at the consideration of RMB20,064,883.27 and RMB12,898,394.49, respectively (the "Equity Transfer"); and (ii) the Company, Shandong Finance, Shandong Hi-Speed (Shandong Finance and Shandong Hi- Speed, individually or collectively, the "Shandong Shareholder(s)") and Shandong Aviation Group Corporation entered into the Capital Increase Agreement, pursuant to which the Company and the Shandong Shareholder shall make capital increase of RMB6,600,000,000 and RMB3,400,000,000 to Shandong Aviation Group Corporation, respectively (the "Capital Increase", collectively with the Equity Transfer, the "Transactions"). Upon the completion of the Transactions, the percentage of the equity interest of Shandong Aviation Group Corporation held by the Company will increase from 49.4067% to 66%. As of 21 March 2023, the registration procedures for industrial and commercial changes in respect of the Equity Transfer was completed, and the closing thereof was also completed.
The Company has acquired the control of Shandong Aviation Group Corporation. Shandong Aviation Group Corporation, Shandong Airlines and their subsidiaries within the scope of consolidated financial statements have been consolidated into the financial statements of the Company.
As of the date of this announcement, the Company and the Shandong Shareholder have paid RMB6,600,000,000 and RMB3,400,000,000 to Shandong Aviation Group Corporation, respectively. The registration procedures for industrial and commercial changes in respect of the Capital Increase was completed, and the closing thereof was also completed. The Transactions have been completed.
In addition, the Company has direct and indirect aggregate interest in more than 30% of shares of Shandong Airlines. The Company will make a general offer to the shareholders of Shandong Airlines other than the Company and Shandong Aviation Group Corporation according to the requirements of
the Regulations on the Takeover of Listed Companies 《( 上市公司收購管理辦法》). As of the date of
this announcement, the general offer is still progressing in an orderly manner.
By Order of the Board
Air China Limited
Huang Bin Huen Ho Yin
Joint Company Secretaries
Beijing, the PRC, 7 April 2023
As at the date of this announcement, the directors of the Company are Mr. Ma Chongxian, Mr. Wang Mingyuan, Mr. Feng Gang, Mr. Patrick Healy, Mr. Xiao Peng, Mr. Li Fushen*, Mr. He Yun*, Mr. Xu Junxin* and Ms. Winnie Tam Wan-chi*.
* Independent non-executive director of the Company
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