Further Information on final dividends
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)
CLOSURE OF REGISTER OF MEMBERS AND
FURTHER INFORMATION ON THE PROPOSED PAYMENT OF FINAL DIVIDENDS
Reference is made to the 2011 annual results announcement of Air China Limited (the "Company") published on 27 March 2012 and the circular in relation to, among others, the proposed payment of final dividends for the year ended 31 December 2011 published on 10 April 2012 (the "2011 Final Dividends").
CLOSURE OF REGISTER OF MEMBERS
The board of directors (the "Board") of the Company is pleased to announce that the register of members of the Company will be closed from Saturday, 16 June 2012 to Thursday, 21 June 2012 (both dates inclusive) during which period no transfer of H shares of the Company will be registered. In order to be entitled to receive the 2011 Final Dividends (if approved), all transfers of H shares of the Company accompanied by the relevant share certificates and appropriate transfer forms must be lodged with the Company's H shares registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17/F., Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Friday, 15 June 2012.
FURTHER INFORMATION IN RELATION TO THE PROPOSED PAYMENT OF THE 2011
FINAL DIVIDENDS
The Board recommends payment of a final dividend of RMB0.1180 per share (including tax) for the year ended 31 December 2011. The recommendation of the 2011 Final Dividends is subject to shareholders' approval at the forthcoming annual general meeting to be held on Thursday, 24 May 2012. The 2011 Final Dividends will be paid to shareholders whose names appear on the register of members of the Company at the close of business on Thursday, 21 June 2012. Dividends payable to the Company's shareholders shall be denominated and declared in Renminbi. Dividends payable to the holders of A shares shall be paid in Renminbi while dividends payable to the holders of H
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shares shall be paid in Hong Kong dollars. The amount of Hong Kong dollars payable shall be calculated on the basis of the average of the middle rate of Renminbi to Hong Kong dollars as announced by the People's Bank of China for the calendar week prior to the declaration of the 2011 Final Dividends (if approved) at the annual general meeting to be held on Thursday, 24 May 2012.
TAXATION ON THE 2011 FINAL DIVIDENDS
In accordance with the "Enterprise Income Tax Law of the People's Republic of China" (《中華人民共和國企業所得稅法》) and the "Rules for the Implementation of the Enterprise Income Tax Law of the People's Republic of China" (《中華人民共和國企業所得稅法實施條例》), both implemented on 1 January 2008 and the "Notice of the State Administration of Taxation on Issues Relevant to the Withholding of Enterprise Income Tax on Dividends Paid by PRC Enterprises to Offshore Non-resident Enterprise Holders of H Shares" (Guo Shui Han [2008] No. 897) (《關於中國居民企業向境外H股非居民企業股東派發股息代扣代繳企業所得稅有關問題的通知》(國稅函[2008]897號)) promulgated on 6 November 2008, the Company is obliged to withhold and pay PRC enterprise income tax on behalf of non-resident enterprise shareholders at a tax rate of 10% from 2008 onwards when the Company distributes any dividends to non-resident enterprise shareholders whose names appear on the register of members of H Shares of the Company. As such, any H shares of the Company which are not registered in the name(s) of individual(s) (which, for this purpose, includes shares registered in the name of HKSCC Nominees Limited, other nominees, trustees, or other organisations or groups) shall be deemed to be H shares held by non-resident enterprise shareholder(s), and the PRC enterprise income tax shall be withheld from any dividends payable thereon. Non-resident enterprise shareholders may wish to apply for a tax refund (if any) in accordance with the relevant requirements, such as tax agreements (arrangements), upon receipt of any dividends.
In accordance with the "Circular on Certain Issues Concerning the Policies of Individual Income Tax" (Cai Shui Zi [1994] No. 020) (《關於個人所得稅若干政策問題的通知》(財稅字[1994]020號)) promulgated by the Ministry of Finance and the State Administration of Taxation on 13 May 1994, overseas individuals are, as an interim measure, exempted from the PRC individual income tax for dividends or bonuses received from foreign-invested enterprises. As the Company is a foreign-invested enterprise, the Company will not withhold and pay the individual income tax on behalf of individual shareholders when the Company distributes the 2011 Final Dividends to individual shareholders whose names appear on the register of members of H shares of the Company.
Shareholders are recommended to consult their tax advisors regarding the ownership and disposal of H shares of the Company in the PRC and in Hong Kong and other tax effects.
By order of the Board
Air China Limited
Rao xinyu Tam Shuit Mui
Joint Company Secretaries
Beijing, the PRC, 16 April 2012
As at the date of this announcement, the directors of the Company are Mr. Wang Changshun, Ms. Wang Yinxiang, Mr. Cao Jianxiong, Mr. Sun Yude, Mr. Christopher Dale Pratt, Mr. Ian Sai Cheung Shiu, Mr. Cai Jianjiang, Mr. Fan Cheng, Mr. Fu Yang*, Mr. Li Shuang*, Mr. Han Fangming* and Mr. Yang Yuzhong*.
* Independent non-executive director of the Company
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