NOTICE OF EXTRAORDINARY GENERAL MEETING

RNS Number : 9484E

Air China Ld

09 November 2015

 



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 whatsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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 22 December 2015 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 resolutions. Unless otherwise indicated, capitalised terms used herein shall have the same meaning as those defined in the circular of the Company dated 7 November 2015.

Special Resolutions:

1.       To consider and approve the proposed amendments to the articles of association of the Company as set out in Appendix I of the circular despatched by the Company on 7 November 2015 and the chairman and/or any person authorised by the chairman be authorised to adjust, at his or her discretion, the said amendments in accordance with the opinion of the relevant PRC authorities (the proposed amendment to the Articles of Association will be submitted to the relevant PRC authorities for approval and filing after being approved at the EGM).

2.       To consider and approve the proposed amendments to the Rules and Procedure of Shareholders' Meetings of the Company as set out in Appendix II of the circular despatched by the Company on 7  November 2015.

3.       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 III of the circular despatched by the Company on 7 November 2015.

Ordinary Resolutions:

4.       To consider and approve the proposed adoption of the shareholders' return plan for the three years from 2015 to 2017 as set out in Appendix IV of the circular despatched by the Company on 7  November 2015.

5.       To consider and approve the resolutions concerning the entry into continuing connected transaction agreements for the three years from 1 January 2016 to 31 December 2018 and their respective annual caps.

                                                                                                                By order of the Board

Air China Limited  Rao 
Xinyu             Tam Shuit Mui
    Joint Company Secretaries    

Beijing, the PRC, 7 November 2015

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

*    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 Saturday, 21 November 2015 to Tuesday, 22 December 2015 (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 Friday, 20 November 2015.

Shareholders of the Company whose names appear on the register of members of the Company at the close of business on Friday, 20 November 2015 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 Wednesday, 2 December 2015. 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.       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

 

END

 

 

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