NOTICE OF EXTRAORDINARY GENERAL MEETING

RNS Number : 0511Q

Air China Ld

07 September 2017

 

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.

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 27 October 2017 at The Conference Room C313, 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 emoluments of the directors of the fifth session of the board of directors of the Company (the "Board"):

The emoluments of Mr. Stanley Hui Hon-chung and Mr. Li Dajin be RMB150,000 per person per year, the emoluments of Mr. Wang Xiaokang and Mr. Liu Deheng be determined pursuant to relevant policies as prescribed by The State-owned Assets Supervision and Administration Commission of the State Council and the other proposed directors of the Company will not receive any emoluments for serving as a director of the Company.

2.               To consider and approve that the supervisors of the fifth session of the supervisory committee of the Company (the "Supervisory Committtee") will not receive any emoluments from the Company.

Special Resolutions

3.               To consider and approve the proposed amendments to the articles of association of the Company as set out in Appendix III of the circular despatched by the Company on 7 September 2017.

4.               To consider and approve the proposed amendments to the Rules and Procedure of Shareholders' Meetings of the Company as set out in Appendix IV of the circular despatched by the Company on 7 September 2017.

5.               To consider and approve the proposed amendments to the Rules and Procedure of Meetings of the Board of Directors of the Company as set out in Appendix V of the circular despatched by the Company on 7 September 2017.

Ordinary Resolutions

6.               To consider and approve the renewal of the trademark licence framework agreement dated 28 October 2014 entered into between the Company and China National Aviation Holding Company ("CNAHC") for a term of three years from 1 January 2018 to 31 December 2020.

7.               To consider and approve the entry into of the financial services framework agreement dated 30 August 2017 between the Company and China National Aviation Finance Co., Ltd. (the "CNAF") in relation to the provisions of a range of financial services by CNAF to the Company and its subsidiaries (the "Group"), including the provision of deposit services as stipulated thereunder and the proposed maximum daily balance of deposits (including accrued interests) placed by the Group with CNAF, being RMB12 billion, RMB14 billion and RMB15 billion for each of the three years ending 31 December 2018, 2019 and 2020, respectively.

8.               To consider and approve the entry into of the financial services framework agreement dated 30 August 2017 between CNAF and CNAHC in relation to the provisions of a range of financial services by CNAF to CNAHC, its subsidiaries and their associates, companies falling within the definition of commonly held entity under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as well as any other CNAHC member company which, in accordance with the listing rules of the places where the shares of the Company are listed as in force and as amended from time to time, is a connected person or related party of the Company (excluding the Group) (the "CNAHC Group"), including the provision of loans, finance lease and other credit services (the "Credit Services") as stipulated thereunder and the proposed maximum daily balance of Credit Services (including accrued interests) provided by CNAF to the CNAHC Group, being RMB8 billion, RMB9 billion and RMB10 billion for each of the three years ending 31 December 2018, 2019 and 2020, respectively.

Ordinary Resolutions (by cumulative voting method)

9.00.  To consider and approve the election of the non-independent directors of the fifth session of the Board:

9.01.  to consider and approve the election of Mr. Cai Jianjiang as a non-executive director of the fifth session of the Board;

9.00. 

9.02.  to consider and approve the election of Mr. Song Zhiyong as an executive director of the fifth session of the Board;

9.03.  to consider and approve the election of Mr. John Robert Slosar as a non-executive director of the fifth session of the Board.

10.00.  To consider and approve the election of independent non-executive directors of the fifth session of the Board:

10.01.  to consider and approve the election of Mr. Wang Xiaokang as an independent non- executive director of the fifth session of the Board;

10.02.  to consider and approve the election of Mr. Liu Deheng as an independent non-executive director of the fifth session of the Board;

10.03.  to consider and approve the election of Mr. Stanley Hui Hon-chung as an independent non-executive director of the fifth session of the Board;

10.04.  to consider and approve the election of Mr. Li Dajin as an independent non-executive director of the fifth session of the Board.

11.00.  To consider and approve the election of the supervisors of the fifth session of the Supervisory Committee:

11.01.  to consider and approve the election of Mr. Wang Zhengang as a shareholder representative supervisor of the fifth session of the Supervisory Committee;

11.02.  to consider and approve the election of Mr. He Chaofan as a shareholder representative supervisor of the fifth session of the Supervisory Committee.

"Cumulative voting" will be used in respect of all the sub-resolutions of Resolutions No. 9.00, No. 10.00 and No. 11.00. Please refer to note 4 for details.

By order of the Board
 Air China Limited
 Cai Jianjiang
 Chairman

Beijing, PRC, 7 September 2017

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. Wang Xiaokang*, Mr. Liu Deheng*, 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 H shares of the Company will close from Wednesday, 27 September 2017 to Friday, 27 October 2017 (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 Tuesday, 26 September 2017.

H Share Shareholders of the Company whose names appear on the register of members of H shares of the Company at the close of business on Wednesday, 27 September 2017 are entitled to attend and vote at the EGM.

2.         Notice of Attendance

H Share 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 Monday, 9 October 2017. 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.         Cumulative Voting

According to Article 108 of the articles of association of the Company, when electing two or more directors at a shareholders' general meeting, such directors will be elected through cumulative voting. The number of total votes that a shareholder can exercise is decided by the following factors: (i) the number of shares held by such shareholders, and (ii) the number of directors to be elected. For every share held by a shareholder who participates in the voting, the shareholder will have the same number of voting rights which equals the number of directors to be elected. A shareholder may give all his or her

votes to one candidate or divide his or her votes among several candidates. Directors are elected at the EGM based on the total number of votes he or she receives. According to Article 146 of the articles of association of the Company, when electing two or more supervisors at a shareholders' general meeting, such supervisors will be elected through the same cumulative voting method.

5.         Other business

(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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