Notice of AGM

RNS Number : 7213J

Air China Ld

04 April 2018

 

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

 中國國際航空股份有限公司

（stock code: 753.HK）

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting (the "AGM") of Air China Limited (the "Company") for the year ended 31 December 2017 will be held at 2:00 p.m. on Friday, 25 May 2018 at The Conference Room C713, No. 30, Tianzhu Road, Airport Industrial Zone, Shunyi District, Beijing, PRC to consider and, if thought fit, to pass the following resolutions.

ORDINARY RESOLUTIONS

1.         To consider and approve the 2017 work report of the board of directors (the "Board") of the Company.

2.         To consider and approve the 2017 work report of the supervisory committee of the Company.

3.         To consider and approve the audited consolidated financial statements of the Company for the year 2017 prepared under the PRC Accounting Standards and the International Financial Reporting Standards.

4.         To consider and approve the profit distribution proposal for the year 2017 as recommended by the Board.

5.         To consider and approve the re-appointment of Deloitte Touche Tohmatsu as the Company's international auditor and Deloitte Touche Tohmatsu Certified Public Accountants LLP as the Company's domestic auditor and internal control auditor respectively for the year ending 31 December 2018 and to authorise the audit and risk management committee of the Board to determine their remunerations for the year 2018.

1.        

6.         To consider and approve the entry into of the 2018-2019 aircraft finance lease service framework agreement dated 27 March 2018 between the Company and China National Aviation Corporation (Group) Limited as well as the transactions contemplated thereunder and the proposed maximum transaction amounts for the period from 1 June 2018 to 31 December 2018 and for the financial year ending 31 December 2019, being US$1,046.59 million and US$1,492.03 million respectively.

SPECIAL RESOLUTION

7.         To consider and approve the issue of debt financing instruments (include but are not limited to corporate bonds, ultra-short-term commercial papers, short-term commercial papers, mid-term notes, domestic non-public targeted debt financing instruments, overseas debt financing instruments and overseas bonds/notes denominated in RMB or foreign currencies) within the permissible size under the applicable laws and regulations in one or multiple tranche(s), and generally and unconditionally authorise the Board to deal with the followings in accordance with the specific needs of the Company and market conditions:

(i)                to determine the issuer, issue size, type, specific instruments, detailed terms, conditions and other matters relating to the issuance (including, but not limited to, the issue size, actual principle amount, currency, issue price, interest rate or mechanism for determining the interest rate, issue place, issue timing, term, whether or not to issue in multiple tranches and number of tranches, whether or not to set put-back or redemption terms, credit rating, guarantee, repayment term, detailed fund-raising arrangements within the scope of use approved by the shareholders' meeting, detailed placing arrangements, underwriting arrangements and all other matters relating to the issuance);

(ii)               to carry out all necessary and ancillary actions and procedures relating to the issuance (including, but not limited to, select and engage intermediary institutions, handle all approval, registration and filing procedures with the relevant regulatory authorities in connection with the issuance on behalf of the Company, execute all necessary legal documents, select bonds trustee manager for the issuance, formulate rules for the bondholders' meeting and handle any other matters relating to the issuance and trading);

(iii)               to approve, confirm and ratify any action or procedure relating to the issuance as mentioned above already taken by the Company;

(iv)             to make adjustments to the relevant matters such as the specific proposals for the issuance in accordance with the comments from the regulatory authorities or the prevailing market conditions within the authority granted at a general meeting, except where voting at a general meeting is required by any relevant laws and regulations and the Articles of Association;

(v)              to determine and handle all relevant matters relating to the listing of the issued Debt Financing Instruments upon the completion of the issuance;

(i)               

(vi)             in the case of issuance of corporate debt financing instruments, during the term of the corporate debt financing instruments, to determine not to distribute dividends to the Shareholders to safeguard repayment of debts as required under the relevant laws and regulations in the event that the Company expects to, or does fail to pay the principal and/ or coupon interests of such bonds as they fall due;

(vii)             to approve, execute and dispatch any announcements or circulars relating to the issuance and make any related disclosure in accordance with the listing rules of the relevant jurisdictions where the shares of the Company are listed;

(viii)            to authorise the Board to delegate the authorisations set forth in items (i) to (vi) above to the president and/or the general accountant of the Company; and

(ix)             to authorise the Board to delegate the authorisation set forth in item (vii) above to the secretary of the Board.

By order of the Board Air China Limited Cai Jianjiang Chairman

Beijing, PRC, 4 April 2018

As at the date of this announcement, the directors of the Company are Mr. Cai Jianjiang, Mr. Song Zhiyong, Mr. John Robert Slosar, Mr. Xue Yasong#, Mr. Wang Xiaokang*, Mr. Liu Deheng*, Mr. Stanley Hui Honchung* and Mr. Li Dajin*.

*    Independent non-executive director of the Company

#        Mr. Xue Yasong was elected as the employee representative director of the Company by the meeting of the second session of the employee representatives after the printing of this notice, the details of which are set out in the announcement of the Company dated 3 April 2018. Therefore, the list of directors of the printed notice does not include Mr. Xue.

Notes:

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

Holders of H Shares of the Company are advised that the register of members of H shares of the Company will close from Wednesday, 25 April 2018 to Friday, 25 May 2018 (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 AGM, 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 Tuesday, 24 April 2018.

H Share Shareholders of the Company whose names appear on the register of members of H Shares of the Company on Wednesday, 25 April 2018 are entitled to attend and vote at the AGM.

2.         Notice of Attendance

H Share Shareholders who intend to attend the AGM should complete and lodge the accompanying notice of attendance and return it to the Company's H Share registrar on or before Saturday, 5 May 2018. 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 AGM. However, the failure to return the notice of attendance may result in an adjournment of the AGM, if the number of shares carrying the right to vote represented by the shareholders proposing to attend the AGM 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 AGM.

3.         Proxy

Every shareholder who has the right to attend and vote at the AGM 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 AGM.

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 AGM. 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.         Other business

(i)         The AGM 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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