NOTICE OF EXTRAORDINARY GENERAL MEETING

RNS Number : 0624N

Air China Ld

18 January 2023

 

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中

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 11:00 a.m. on Friday, 10 February 2023 at The Conference Room C713, No. 30, Tianzhu Road, Airport Industrial Zone, Shunyi District, Beijing, the PRC to consider and, if thought fit, to pass the following resolution.

ORDINARY RESOLUTION

1.  To consider and approve the election of Xiao Jian as a shareholder representative supervisor of the sixth session of the Supervisory Committee.

For biographical details of Mr. Xiao Jian, please refer to the Appendix to this notice.

By Order of the Board

Air China Limited

Huang Bin Huen Ho Yin

Joint Company Secretaries

Beijing, the PRC, 18 January 2023

As at the date of this notice, the directors of the Company are Mr. Ma Chongxian, Mr. Feng Gang, Mr. Patrick Healy, Mr. Li Fushen*, Mr. He Yun*, Mr. Xu Junxin* and Ms. Winnie Tam Wan-chi*.

*  Independent non-executive director of the Company

Notes:

1.  Closure of register of members

Holders of H shares of the Company are advised that the H share register of members of the Company will be closed from Friday, 3 February 2023 to Friday, 10 February 2023 (both days inclusive), during which time no transfer of H shares will be effected and registered. In order to qualify for attendance and voting at the EGM, holders of H shares shall lodge all instruments of transfer with the Company's H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712- 1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, by 4:30 p.m. on Thursday, 2 February 2023.

H Shareholders whose names appear on the H shares register of members of the Company on Friday, 3 February 2023 are entitled to attend and vote at the EGM.

2.  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 authorized 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 authorized in writing. The instrument appointing the proxy for holders of H shares shall be deposited at the Company's H share registrar not less than 24 hours before the time specified for the holding of the EGM (or any adjournment thereof). If the instrument appointing the proxy is signed by a person authorized by the appointer, the power of attorney or other document of authority under which the instrument is signed shall be notarized. The notarized 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.

3.  Other businesses

(i)  The EGM is expected to last for no more than half of a working day. 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)28628628

Fax No.: (852)28650990

Appendix

Biographical details of Mr. Xiao Jian are set out below:

Mr. Xiao Jian, aged 59, graduated from the Graduate School of the Party School of the Central Committee of Communist Party of China majoring in economics and holds a postgraduate diploma. Mr. Xiao started his career in the civil aviation industry in 1983. Mr. Xiao served as the director of the president's office of the Company from December 2009 to April 2011, and the general manager of the human resources department of China National Aviation Holding Corporation Limited from April 2011 to March 2016. He has been serving as a director and a member of the Communist Party Committee of China National Aviation Corporation (Group) Limited since March 2016. From March 2016 to October 2022, he was the secretary of the Communist Party Committee, vice president and secretary of the Committee for Discipline Inspection of China National Aviation Corporation (Group) Limited. In October 2022, he was appointed as the president of China National Aviation Corporation (Group) Limited.

Save as disclosed above and as at the Latest Practicable Date (16 January 2023, being the latest practicable date prior to the printing of this notice for ascertaining certain information contained herein), Mr. Xiao does not have any relationship with the Directors, senior management, substantial Shareholder(s) or controlling Shareholder(s) of the Company nor have any interests in any shares (as defined under Part XV of the Securities and Futures Ordinance) of the Company. As at the Latest Practicable Date, save as disclosed above, Mr. Xiao does not hold any other positions in the Company or any of its subsidiaries, nor directorships in other public listed companies in the last three years.

Upon approval of Mr. Xiao's appointment at a general meeting of the Company, he will enter into a service contract with the Company for a term commencing on the date of approval by the Shareholders of his appointment and ending on the expiry of the term of the current session of the Supervisory Committee. Mr. Xiao will not receive any remuneration for his serving as supervisor of the Company.

Save as disclosed above, the Company is not aware of any matters in relation to the proposed appointment of Mr. Xiao as a shareholder representative supervisor of the Company that need to be brought to the attention of the Shareholders nor any other information that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Hong Kong Listing Rules.

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING

Number of shares to which this form of proxy relates ^(Note1)

I/We (Note 2)

of  

being the registered holder(s) of ^(Note3)

H Shares in the share capital of Air China Limited (the "Company") HEREBY APPOINT ^(Note4)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 11:00 a.m. on Friday, 10 February 2023 at The Conference Room C713, No. 30 Tianzhu Road, Airport Industrial Zone, Shunyi 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)	ABSTAIN (Note 5)
1.	To consider and approve the election of Xiao Jian as a shareholder representative supervisor of the sixth session of the Supervisory Committee

Dated this     day of     Signature ^(Note6):  

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". IF YOU WISH TO ABSTAIN FROM VOTING, TICK

THE APPROPRIATE BOX MARKED "ABSTAIN". 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.

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 INITIALLED 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.

 

END

 

 

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