AIR CHINA LIMITED The English translation of the articles of association of Air China Limited (the "Articles") is for reference only. In the event of discrepancy between the English translation and the Chinese version of the Articles, the Chinese version shall prevail.
ARTICLES OF ASSOCIATION OF
AIR CHINA LIMITED
Adopted by the first extraordinary general meeting on 30 September 2004
Approved by the State-owned Assets Supervision and Administration Commission
of the State Council on 12 October 2004
Adopted by the 2004 annual shareholder's general meeting on 30 May 2005
Approved by the State-Owned Assets Supervision and Administration Commission
of the State Council on 14 March 2006
Adopted by the 2006 first extraordinary general meeting on 28 March 2006
Approved by the State-Owned Assets Supervision and Administration Commission
of the State Council on 5 June 2006
Adopted by the 2005 annual shareholder's general meeting on 12 June 2006
Approved by the State-Owned Assets Supervision and Administration Commission
of the State Council on 28 December 2006
Adopted by the 2006 first extraordinary general meeting on 28 March 2006 Adopted by the 2006 third extraordinary general meeting on 28 December 2006 Approved by the State-Owned Assets Supervision and Administration Commission of the State Council on 1 June 2007
Adopted by the 2006 annual shareholders' general meeting on 30 May 2007
Approved by the State-Owned Assets Supervision and Administration Commission
of the State Council on 7 August 2007
Adopted by the 2007 annual shareholders' general meeting on 30 May 2008
Approved by the State-Owned Assets Supervision and Administration Commission
of the State Council on 4 March 2009
Adopted by the 2008 annual shareholders' general meeting on 10 June 2009
Approved by the State-Owned Assets Supervision and Administration Commission
of the State Council on 19 October 2009
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Adopted by the 2010 first extraordinary general meeting on 29 April 2010
Approved by the State-Owned Assets Supervision and
Administration Commission of the State Council on 26 January 2011
Adopted by the 2012 second extraordinary general meeting on 26 June 2012 Adopted by the 2012 third extraordinary general meeting on 20 December 2012 Approved by the State-Owned Assets Supervision and
Administration Commission of the State Council on 3 May 2013
Adopted by the 2015 first extraordinary general meeting on 22 December 2015 Adopted by the 2016 first extraordinary general meeting on 26 January 2016 Adopted by the 2017 first extraordinary general meeting on 23 January 2017 Adopted by the 2017 second extraordinary general meeting on 30 March 2017 Adopted by the 2017 third extraordinary general meeting on 27 October 2017 Adopted by the 2018 first extraordinary general meeting on 19 October 2018
Adopted by the 2020 annual shareholders' general meeting on 25 May 2021
Adopted by the 2021 second extraordinary general meeting on 30 December 2021
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Contents | ||
CHAPTER 1 | : GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
CHAPTER 2 | : THE COMPANY'S OBJECTIVES AND SCOPE OF BUSINESS . . . . | 3 |
CHAPTER 3 | : SHARES AND REGISTERED CAPITAL . . . . . . . . . . . . . . . . . . . . | 4 |
CHAPTER 4 | : REDUCTION OF CAPITAL AND REPURCHASE OF SHARES . . . . | 8 |
CHAPTER 5 | : FINANCIAL ASSISTANCE FOR THE ACQUISITION OF SHARES . | 12 |
CHAPTER 6 | : SHARE CERTIFICATES AND REGISTER OF SHAREHOLDERS . . | 14 |
CHAPTER 7 | : SHAREHOLDERS' RIGHTS AND OBLIGATIONS . . . . . . . . . . . . . | 20 |
CHAPTER 8 | : SHAREHOLDERS' GENERAL MEETINGS . . . . . . . . . . . . . . . . . . | 25 |
CHAPTER 9 : SPECIAL PROCEDURES FOR VOTING BY A CLASS OF | ||
SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 40 | |
CHAPTER 10 : THE PARTY COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 43 | |
CHAPTER 11 : BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 45 | |
CHAPTER 12 : INDEPENDENT DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 56 | |
CHAPTER 13 : SECRETARY OF THE BOARD OF DIRECTORS . . . . . . . . . . . . . . | 61 | |
CHAPTER 14 : PRESIDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 62 | |
CHAPTER 15 : SUPERVISORY COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . | 64 | |
CHAPTER 16 : THE QUALIFICATIONS AND DUTIES OF THE DIRECTORS, | ||
SUPERVISORS, PRESIDENT, VICE PRESIDENTS AND | ||
OTHER SENIOR OFFICERS OF THE COMPANY . . . . . . . . . . . | 68 | |
CHAPTER 17 : FINANCIAL AND ACCOUNTING SYSTEMS, PROFIT | ||
DISTRIBUTION AND AUDIT . . . . . . . . . . . . . . . . . . . . . . . . . . | 77 | |
CHAPTER 18 : APPOINTMENT OF ACCOUNTANCY FIRM . . . . . . . . . . . . . . . . . | 84 | |
CHAPTER 19 : MERGER AND DEMERGER OF THE COMPANY . . . . . . . . . . . . . | 87 | |
CHAPTER 20 : DISSOLUTION AND LIQUIDATION . . . . . . . . . . . . . . . . . . . . . . . | 89 | |
CHAPTER 21 : PROCEDURES FOR AMENDMENT OF THE COMPANY'S | ||
ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . | 91 | |
CHAPTER 22 : NOTICES AND PUBLIC ANNOUNCEMENTS . . . . . . . . . . . . . . . . | 93 | |
CHAPTER 23 : DISPUTE RESOLUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 94 | |
CHAPTER 24 : SUPPLEMENTARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 95 |
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Notes: For the purpose of the marginal notes contained in the Articles of Association, Co Law means the Company Law amended at the sixth session of the Standing Committee of the 13th National People's Congress for the fourth time on 26 October 2018 and came into force on 27 October 2018; the Securities Law means the Securities Law amended at the fifteenth session of the Standing Committee of the 13th National People's Congress for the second time on 28 December 2019 and came into force on 1 March 2020; MP means the Mandatory Provisions in the Articles of Association of Companies Listed Overseas (Zheng Wei Fa [1994] No. 21) jointly promulgated by the former State Securities Commission and the former State Restructuring Commission (SRC); LR means the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited; Hong Kong Clearing House Advices means the Advices of Hong Kong Clearing House promulgated by Hong Kong Securities Clearing Company Limited; Zheng Jian Hai Han means the Letter of Opinion on the Supplementary Amendment to Articles of Association of Companies Listed in Hong Kong promulgated by the Overseas Listing Division of the CSRC and the Production System Department of the State Commission for Restructuring the Economic System (Zheng Jian Hai Han [1995] No. 1); Opinion means the Opinion on Further Promoting the Standardized Operations and Deepening the Reform of Overseas Listed Companies (Guo Jing Mao Qi Gai [1999] No. 230) jointly promulgated by State Economic and Trade Commission and China Securities Regulatory Commission; and Guidance means the Guidance on the Articles of Association of Listed Companies (CSRC Announcement [2016] No. 23); CG Standards mean the Standards on Corporate Governance for Listed Companies (Zheng Jian Fa [2002] No. 1); GM Rules means Rules Governing Shareholders' General Meeting of Listed Companies (CSRC Announcement [2016] No. 22); Public Shareholders means Certain Provisions Concerning Strengthening the Protection of the Interests of Public Shareholders (Zheng Jian Fa [2004] No. 118); Guiding Advice means the Guiding Advice on Establishing Independent Directorship in Listed Companies (Zheng Jian Fa [2001] No. 102); Security Notice means the Notice Regulating the Provision of Security by Listed Companies to Third Parties (Zheng Jian Fa [2005] No. 120); Revising Certain Provisions on Cash Dividends means the Decision on Revising Certain Provisions on Cash Dividends by Listed Companies (CSRC Decree No. 57); Notice Regarding Cash Dividends Distribution means Notice Regarding Further Implementation of Cash Dividends Distribution of Listed Companies (Zheng Jian Fa [2012] No. 37); Regulatory Guidance No. 3 means Regulatory Guidance No. 3 of Listed Companies - Cash Dividends Distribution of Listed Companies (CSRC Announcement [2013] No., all of which are promulgated by the China Securities Regulatory Commission; and Notice of Accelerating the Inclusion of General Provisions into the
Articles of Association of Central Level State-Owned Enterprises for Party Building means the document (Guo Zi Dang Wei Dang Jian [2017] No. 1) issued by the Party Committee of State-ownedAssets Supervision and Administration Commission of the State Council on 3 January 2017.
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ARTICLES OF ASSOCIATION OF AIR CHINA LIMITED | |
CHAPTER 1 : GENERAL PROVISIONS | |
Article 1 | Air China Limited (the "Company") is a joint stock limited company |
established in accordance with the Company Law of the People's Republic | |
of China (the "Company Law"), the State Council's Special Regulations | |
Regarding the Issue of Shares Overseas and the Listing of Shares Overseas by | |
Companies Limited by Shares (the "Special Regulations") and other relevant | |
laws and regulations of the State. | |
The Company was established by way of promotion with the approval of the | |
State-owned Assets Supervision and Administration Commission of the State | |
Council on 30 September 2004, as evidenced by the approval document Guo Zi | |
Gai Ge [2004] No. 872. It was registered with and has obtained a business | |
licence from the State Administration for Industry & Commerce of the | |
People's Republic of China. | |
The promoters of the Company are: China National Aviation Holding | |
Corporation Limited and China National Aviation Corporation (Group) | |
Limited (registered in Hong Kong Special Administration Region). | |
Article 2 | The Company's registered Chinese name: 中國國際航空股份有限公司 |
The Company's English name: AIR CHINA LIMITED | |
The Company's abbreviated Chinese name: 中國國航 | |
The Company's abbreviated English name: AIR CHINA | |
Article 3 | The Company's address: 1st Floor-9th Floor 101, Building 1, 30 Tianzhu |
Road, Shunyi District, Beijing, China. | |
Article 4 | The Company's legal representative is the Chairman of the board of directors |
of the Company. | |
Article 5 | The Company is a joint stock limited company which has perpetual existence. |
The liability of a shareholder is limited to the value of the shares held by him, | |
while the Company assumes liabilities to the extent of its entire assets. | |
The Company is an independent corporate legal person, governed by, and | |
existing under the protection of, the laws and regulations of the People's | |
Republic of China. |
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Air China Limited published this content on 31 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 December 2021 01:36:07 UTC.
