Formal Notice-Notice of EGM

RNS Number : 0637M

Air China Ld

11 July 2014

 



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.

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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "EGM") of Air China Limited (the "Company") will be held at 2:00 p.m. on Tuesday, 26 August 2014 at The Conference Room 2811, 28/F, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, the PRC to consider and, if thought fit, to pass the following resolution.

Ordinary Resolution:

1.     To consider and approve the appointment of Mr. Feng Gang as a non-executive director of the Company.

Please refer to note 4 for details of the proposed appointment of Mr. Feng Gang as a non-executive director of the Company and his biographical information.

By order of the Board

Air China Limited

                    Rao Xinyu Tam Shuit Mui

Joint Company Secretaries

Beijing, the PRC, 11 July 2014

As at the date of this notice, the directors of the Company are Mr. Cai Jianjiang, Ms. Wang Yinxiang, Mr. Cao Jianxiong, Mr. John Robert Slosar, Mr. Ian Sai Cheung Shiu, Mr. Song Zhiyong, Mr. Fan Cheng, Mr. Fu Yang*, Mr. Yang Yuzhong*, Mr. Pan Xiaojiang* and Mr. Simon To Chi Keung*

*   Independent non-executive Director of the Company

Notes:

1.      Closure of register of members and eligibility for attending and voting at the EGM

Holders of H Shares of the Company are advised that the register of members of the Company will close from Saturday, 26 July 2014 to Tuesday, 26 August 2014 (both days inclusive), during which time no transfer of H Shares of the Company will be effected and registered. In order to qualify for attendance and voting at the EGM, instruments of transfer accompanied by share certificates and other appropriate documents must be lodged with the Company's H Share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-16, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, by 4:30 p.m. on Friday, 25 July 2014. Shareholders of the Company whose names appear on the register of members of the Company at the close of business on Friday, 25 July 2014 are entitled to attend and vote at the EGM.

2.      Notice of attendance

H Share shareholders who intend to attend and vote at the EGM should complete and lodge the accompanying notice of attendance and return it to the Company's H Share registrar on or before Wednesday, 6 August 2014. The notice of attendance may be delivered by hand, by post or by fax to the Company's H Share registrar. Completion and return of the notice of attendance do not affect the right of a shareholder to attend and vote at the EGM. However, the failure to return the notice of attendance may result in an adjournment of the EGM, if the number of shares carrying the right to vote represented by the shareholders proposing to attend the EGM by the notice of attendance does not reach more than half of the total number of shares of the Company carrying the right to vote at the EGM.

3.      Proxy

Every shareholder who has the right to attend and vote at the EGM is entitled to appoint one or more proxies, whether or not they are members of the Company, to attend and vote on his/her behalf at the EGM. A proxy shall be appointed by an instrument in writing. Such instrument shall be signed by the appointor or his attorney duly authorised in writing. If the appointer is a legal person, then  the instrument shall be signed under a legal person's seal or signed by its director or an attorney duly authorised in writing. The instrument appointing the proxy shall be deposited at the Company's H Share registrar for holders of H Shares not less than 24 hours before the time specified for the holding of the EGM. If the instrument appointing the proxy is signed by a person authorised by the appointer, the power of attorney or other document of authority under which the instrument is signed shall be notarised. The notarised power of attorney or other document of authority shall be deposited together and at the same time with the instrument appointing the proxy at the Company's H Share registrar.

4.      Proposed appointment of a non-executive director

Please refer to the announcement of the Company dated 10 July 2014 for  further  details  of  the proposed appointment of Mr. Feng Gang as a non-executive director of the Company.

The biographical details of Mr. Feng Gang are as follows:

Mr. Feng Gang, aged 51, graduated from Sichuan University majoring in semiconductor. He started his career in July 1984. Mr. Feng became the Deputy General Manager of China Southwest Airlines in October 1995, and was the Assistant to President of Air China International Corporation since October 2002. He also served as General Manager and Party Secretary of China National Aviation Holding Assets Management  Company since  February  2003, and  was appointed  as  the Chairman, President and Deputy Secretary of the Communist Party Committee of Shandong Aviation Group in May 2007. He has been serving as Vice President of Air China Limited since April 2010, and concurrently served as a director, President and Deputy Secretary of the Communist Party Committee of Shenzhen Airlines from May 2010 to May 2014. He has also been serving  as  Deputy  General Manager and Member of the Communist Party Committee of China National Aviation Holding Company since April 2014.

Save as disclosed above, Mr. Feng has not held any directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas or taken up a position in any affiliated companies of the Company over the past three years, nor does Mr. Feng have any relationship with any other directors, senior management, substantial or controlling shareholders of the Company. As at the date of this notice, Mr. Feng does not have any interest in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).

Mr. Feng will enter into a service contract with the Company and will not receive any remuneration from the Company during his tenure. The term of Mr. Feng's office shall commence on the date of approval by the Shareholders of his appointment and shall end on the expiry of the term of the current session of the Board.

Save as disclosed above, there is no information to be disclosed on items (h) to (v) in Rule 13.51(2) of the Listing Rules, and there are no other matters in respect of the proposed appointment of Mr. Feng that need to be brought to the attention of the Shareholders.

5.      Other information

(i)     The EGM is expected to last for two hours. Shareholders and their proxies attending the meeting shall be responsible for their own traveling and accommodation expenses.

(ii)    The address of Computershare Hong Kong Investor Services Limited is: 17M Floor

Hopewell Centre

183 Queen's Road East Wanchai

Hong Kong

Tel No.: (852) 2862 8628

Fax No.: (852) 2865 0990

 

END

 

 

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