NOTICE OF EXTRAORDINARY GENERAL MEETING

RNS Number : 7149N

Air China Ld

28 October 2016

 



Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

 (a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 00753)

NOTICE OF EXTRAORDINARY GENERAL MEETING

Reference is made to the circular of the Air China Limited (the "Company") dated 14 September 2016 relating to continuing connected transactions (the "Circular").

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "EGM") of the Company will be held at 10:30 a.m. on Thursday, 15 December 2016 at The Conference Room One, 29/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

To consider and approve (i) the framework agreement dated 30 August 2016 entered into between the Company and Air China Cargo Co., Ltd. in respect of the continuing connected transactions for the three years from 1 January 2017 to 31 December 2019 and (ii) the proposed annual caps for the continuing connected transactions contemplated thereunder, the details of which are set out in the Circular.

By order of the Board Air China Limited Cai Jianjiang Chairman

Beijing, the PRC, 28 October 2016

As at the date of this notice, the directors of the Company are Mr. Cai Jianjiang, Mr. Song Zhiyong, Mr. Cao Jianxiong, Mr. Feng Gang, Mr. John Robert Slosar, Mr. Ian Sai Cheung Shiu, Mr. Pan Xiaojiang*, Mr. Simon To Chi Keung*, Mr. Stanley Hui Hon-chung* and Mr. Li Dajin*.

* 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 Tuesday, 15 November 2016 to Thursday, 15 December 2016 (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 Monday, 14 November 2016.

Shareholders of the Company whose names appear on the register of members of the Company at the close of business on Monday, 14 November 2016 are entitled to attend and vote at the EGM.

2.         Notice of attendance

H shareholders who intend to attend the EGM should complete and lodge the accompanying notice of attendance and return it to the Company's H share registrar on or before Friday, 25 November 2016. 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, Computershare Hong Kong Investor Services Limited.

4.         Other businesses

(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

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 00753)

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING

Number of shares to which this form of proxy relates (Note 1)

I/We (Note 2)                

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       of                 being the registered holder(s) of (Note 3) ____________________________________________________________________________________________ H Shares in the share capital of Air China Limited (the "Company") HEREBY APPOINT (Note 4) the chairman of the meeting and/or (Note 4)

 of                                                                                                                                                                                                    as my/our proxy/proxies: (a) to act for me/us at the extraordinary general meeting (or at any adjournment thereof) of the Company to be held at 10:30 a.m. on Thursday, 15 December 2016 at The Conference Room One, 29/F, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, the PRC (the "Meeting") for the purpose of considering and, if thought fit, passing the resolution (the "Resolution") as set out in the notice (the "Notice") convening the Meeting; and (b) at the Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the Resolution as hereunder indicated or, if no such indication is given, as my/our voting proxy thinks fit. Unless otherwise indicated, capitalised terms used herein shall have the same meaning as those defined in the Notice.

ORDINARY RESOLUTION		FOR (Note 5)	AGAINST (Note 5)
1.	To consider and approve (i) the framework agreement dated 30 August 2016 entered into between the Company and Air China Cargo Co., Ltd. in respect of the continuing connected transactions for the three years from 1 January 2017 to 31 December 2019 and (ii) the proposed annual caps for the continuing connected transactions contemplated thereunder, the details of which are set out in the Circular.

Dated this                           day of                             2016                 Signature (Note 6)                                                                                                     

Notes:

1.                Please insert the number of shares registered in your name(s) to which this proxy form relates. If no number is inserted, this form of proxy will be deemed to relate to all shares registered in your name(s).

2.                Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

3.                Please insert the total number of shares registered in your name(s).

4.                A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies of his own choice to attend and vote instead of him. A proxy need not be a member of the Company. If any proxy other than the chairman of the Meeting is preferred, please strike out the words "the chairman of the meeting and/or" and insert the name(s) and address(es) of the proxy/proxies desired in the space provided. In the event that two or more persons (other than the chairman of the Meeting) are named as proxies and the words "the chairman of the meeting and/or" are not deleted, those words and references shall be deemed to have been deleted.

5.                IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK IN THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK IN THE BOX MARKED "AGAINST". Failure to complete the boxes will entitle your voting proxy to cast his vote at his discretion. A member is entitled to one vote for every fully-paid share held and a member entitled to more than one vote need not use all his votes in the same way. A tick in the relevant box indicates that the votes attached to all the shares stated above as held by you will be cast accordingly. The total number of shares referred to in the two boxes for the same resolution cannot exceed the number of Shares stated above as held by you.

6.                This form of proxy must be signed by you or your attorney duly authorised in writing, or in the case of a corporation, must be either under seal or under the hand of a director or attorney duly authorised. If this form of proxy is signed by your attorney, the power of attorney or other document of authorisation must be notarised.

7.                In order to be valid, this form of proxy, together with the notarised copy of the power of attorney or other document of authorisation (if any) under which it is signed, for holders of H Shares, must be delivered to the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, not less than 24 hours prior to the time appointed for holding the Meeting (or any adjournment thereof).

8.                Completion and delivery of a form of proxy will not preclude you from attending and/or voting at the Meeting (or any adjournment thereof) if you so wish.

9.                ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALED BY THE PERSON(S) WHO SIGN(S) IT.

10.              To attend and represent the shareholder(s) at the Meeting, the proxy so appointed must produce beforehand his identification document and any power of attorney duly signed by his appointor(s) or the legal representative(s) of his appointor(s). The power of attorney must state the date of issuance.

1.               

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 00753)

EXTRAORDINARY GENERAL MEETING NOTICE OF ATTENDANCE

To: Air China Limited (the "Company")

I/We (Note 1)                                                                                                                                                                                                                                                                          of              , being the registered holder of (Note 2)                                                                                                                                                             H Shares in the share capital of the Company hereby inform the Company that I/we intend to attend the extraordinary general meeting to be held at 10:30 a.m. on Thursday, 15 December 2016 at The Conference Room One, 29/F, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, the PRC or to appoint proxies to attend on my/our behalf.

Signature:                                                 

Date:                                                      

Notes:

1.               Please insert the full name(s) and address(es) of the shareholder(s) as it is recorded in the register of members of the Company in BLOCK CAPITALS.

2.               Please insert the number of shares registered in your name(s).

3.               Please duly complete and sign this Notice of Attendance, and deliver it to the Company's H Shares registrar, Computershare Hong Kong Investor Services Limited on or before Friday, 25 November 2016.

Address of Computershare Hong Kong Investor Services Limited

17M Floor Hopewell Centre

183 Queen's Road East Wan Chai

Hong Kong

Tel No.: (852) 2862 8628

Fax No.: (852) 2865 0990

 

END

 

 

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