NOTICE OF EXTRAORDINARY GENERAL MEETING

RNS Number : 7784Z

Air China Ld

05 September 2018

 

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.

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 11:30 a.m. on Friday, 19 October 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 RESOLUTION

1.               To consider and approve the share transfer agreement dated 30 August 2018 entered into between the Company and China National Aviation Capital Holding Co., Ltd. and the transactions contemplated thereunder, and authorize the Company's management to conduct, at their absolute discretion, all the relevant matters in relation to this transaction, including but not limited to:

(1)             Develop and implement the specific scheme and transaction details of this transaction, including but not limited to adjusting relevant transaction prices within the permitted range, pursuant to provisions of laws, administrative regulations and normative documents, resolution of general meeting of the Company, and requirements of regulatory authorities, taking the into consideration the Company's actual situation;

(2)             Adjust the scheme of this transaction according to requirements or feedback of approval agencies and regulatory authorities; authorize the management to adjust the scheme of this transaction and proceed with the disposal in the event of new provisions and requirements for this transaction by laws, regulations and normative documents of the state or relevant regulatory authorities, except where matters required to be voted on at general meeting as per relevant laws and regulations and the articles of association;

(3)             Amend, supplement, sign, submit, present, and execute all agreements and documents relating to this transaction and handle relevant reporting matters in relation to this transaction;

(4)             Handle such matters in relation to the review, approval, filing, and registration of equity transfer of the transaction target with industrial and commercial administration authorities;

(5)             Decide on and handle any other matters in relation to this transaction to the extent permitted by laws, administrative regulations, normative documents, and the articles of association of the Company.

(6)             The valid period of the authorization shall be 12 months from the date the proposal is considered and passed at the general meeting of the Company.

SPECIAL RESOLUTION

2.               To consider and approve the amendments to the articles of association of the Company as set out in Appendix II of the circular of the Company dated 4 September 2018.

By order of the Board

Air China Limited

Cai Jianjiang

Chairman

Beijing, the PRC, 4 September 2018

As at the date of this notice, the directors of the Company are Mr. Cai Jianjiang, Mr. Song Zhiyong, Mr. Xue Yasong, Mr. John Robert Slosar, 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 be closed from Wednesday, 19 September 2018 to Friday, 19 October 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 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, 18 September 2018.

H Share Shareholders of the Company whose names appear on the register of members of H shares of the Company on Wednesday, 19 September 2018 are entitled to attend and vote at the EGM.

2.         Notice of Attendance

Holders of H Shares of the Company 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,

28 September 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 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 appointor 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 appointor, 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 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

 

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