Supplemental Notice of EGM

RNS Number : 8624J

Air China Ld

07 April 2010

 



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 howsoever 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)

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

Reference is made to the notice of the extraordinary general meeting dated 15 March 2010 ("EGM Notice") which sets out the resolutions to be considered by shareholders at the extraordinary general meeting ("EGM") to be held at the Conference Room, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, the PRC at 2:00 p.m. on 29 April 2010.

Reference is also made to the joint announcement dated 25 February 2010 issued by the Company and Cathay Pacific in respect of the Framework Agreement and the Relevant Agreements ("Announcement") and the circular of the Company dated 7 April 2010 in respect of the same subject matter ("Circular"), which calls for the approval to the Transaction by the Independent Shareholders by way of poll at the EGM. Cathay Pacific, being a substantial shareholder of the Company, will abstain from voting on the Transaction at the EGM. Unless otherwise indicated, capitalised terms used in this notice shall have the same meaning as those defined in the Announcement and the Circular.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the EGM, which will be held as originally scheduled, will consider and, if thought fit, pass the following by way of ordinary resolution, as resolution number 4, in addition to the resolutions set out in the EGM Notice, and the original resolution number 4 set out in the EGM Notice shall be renumbered to be resolution number 5.

Ordinary Resolutions

1. "THAT the entering of the Framework Agreement and the transactions contemplated under the Framework Agreement and the Relevant Agreements as set out below, which are inter-conditional, in respect of the shareholding restructuring project of Air China Cargo, a wholly-owned subsidiary of the Company, be and is hereby approved:

(1) the increase of Air China Cargo's registered capital by approximately RMB1.035 billion, towards which, Cathay Pacific will make a capital contribution of approximately RMB852 million (comprising approximately

RMB809 million as contribution to the registered capital and approximately RMB43 million as premium contribution) through its wholly owned subsidiary Cathay Pacific China Cargo Holdings and Fine Star will make a capital contribution of approximately RMB238 million (comprising approximately RMB226 million as contribution to the registered capital and RMB12 million as premium contribution), resulting in a shareholding structure of Air China Cargo: 51% being held by the Company, 25% by Cathay Pacific China Cargo Holdings and 24% by Fine Star;

(2) sale by CNAC, a wholly owned subsidiary of the Company, of the entire equity interest in, and shareholder loans provided to, Fine Star to Advent Fortune Limited for a consideration of approximately RMB627 million;

(3) Air China Cargo's purchase of four Boeing converted freighters and two spare engines from Cathay Pacific (or its wholly owned subsidiary, Hong Kong Dragon Airlines Limited) for a consideration of approximately RMB1.924 billion; and

(4) the management of the Company being authorised to deal with all matters in connection with shareholding restructuring project as described in above items 1 to 3 of the resolution, including but not limited to: (i) negotiation and signing of the Framework Agreement, the Subscription Agreement, the Fine Star SPA, the ACC JVA, the ACC Articles and all other relevant agreements, contracts and documents; (ii) dealing with the necessary procedural matters such as obtaining approvals, registration, filing and domestic and overseas information disclosure; and (iii) dealing with all other acts or things in relation to the Transaction."

By order of the Board

Air China Limited

Huang Bin                   Tam Shuit Mui

Joint Company Secretaries

Beijing, the PRC, 7 April 2010

 

END

 

 

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