SECOND GRANT OF STOCK APPRECIATION RIGHTS
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)
SECOND GRANT OF STOCK APPRECIATION RIGHTS
Reference is made to the circular of Air China Limited (the "Company") dated 3 April 2013 (the "Circular") in relation to, among others, the proposed second grant of the Stock Appreciation Rights and the announcement of the Company dated 23 May 2013 on poll results of the AGM of the Company. Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular.
At the AGM of the Company held on 23 May 2013, the shareholders of the Company (the "Shareholders") have approved the revised Management Measures and the Second Grant Proposal and authorised the Board and/or the nomination and remuneration committee of the Board to implement the Second Grant Proposal, including but not limited to the determination of scope of grant, incentive recipients, quantity of grant, date of grant, period of validity, effective arrangement, conditions of grant and effective performance conditions and all other matters (the "Authorisation at AGM").
Pursuant to the relevant provisions under the revised Management Measures and the Authorisation at AGM, a meeting of the nomination and remuneration committee of the Board (the "Meeting") was held on 6 June 2013 to determine the date of grant, exercise price and incentive recipients in relation to the second grant of the Stock Appreciation Rights.
It was approved at the Meeting that the Company will grant a total of 26.20 million Shares Appreciation Rights to 160 Incentive Recipients and the date of grant shall be 6 June 2013. The exercise price (grant price) of the Shares Appreciation Rights shall be HK$6.46, being the highest of: (i) the closing price of HK$6.11 of the H Shares on the Stock Exchange as at 6 June 2013; (ii) the average closing price of HK$6.46 of the H Shares on the Stock Exchange for the five trading days immediately preceding 6 June 2013; and (iii) the par value of RMB1.00 of a H Share. The second grant of the Stock Appreciation Rights shall be valid for five years commencing from the date of grant (i.e. the Incentive Recipients may exercise the Stock Appreciation Rights within five years commencing from the date of grant according to the pre-existing timetable for effective and exercise arrangements and any Stock Appreciation Rights that are not exercised shall be void after five years from the date of grant).
Pursuant to the stock appreciation rights programme, the Incentive Recipients will be granted certain Stock Appreciation Rights. Each unit of Stock Appreciation Rights is notionally linked to one H Share and represents the rights conferred to the relevant Incentive Recipient to receive in cash stipulated earnings from the increase in market share price of the relevant H Share. However, no H Shares will actually be issued to any Incentive Recipient. The stock appreciation rights programme does not involve the grant of options over new shares or other new securities issuable by the Company (or any of its subsidiaries) and therefore, it does not fall within the ambit of, and is not subject to, the regulations of Chapter 17 of the Listing Rules.
Three members who are entitled to attend, and vote at, the Meeting were present and voted at the Meeting. Wang Changshun and Wang Yinxiang are required to abstain, and has abstained from voting at the Meeting as each of them is an Incentive Recipient under the second grant of the Stock Appreciation Rights.
By order of the Board
Air China Limited
Rao Xinyu Tam Shuit Mui
Joint Company Secretaries
Beijing, the PRC, 6 June 2013
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
This information is provided by RNS
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