TIDMAIRC
RNS Number : 6714E
Air China Ld
10 May 2017
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange
of Hong Kong Limited take no responsibility for the contents of
this supplemental 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 supplemental notice.
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 ANNUAL GENERAL MEETING
Reference is made to the notice of annual general meeting of Air
China Limited (the "Company") dated 7 April 2017 (the "AGM Notice")
which sets out the resolutions to be considered by the shareholders
of the Company (the "Shareholders") at the annual general meeting
to be held at 10:30 a.m. on Thursday, 25 May 2017 at The Conference
Room One, 29/F, Air China Building, 36 Xiaoyun Road, Chaoyang
District, Beijing, PRC (the "AGM") .
The board of directors of the Company (the "Board") received
extraordinary proposals from China National Aviation Holding
Company, the controlling shareholder of the Company, requesting the
Board to table the same for consideration at the AGM. Pursuant to
the relevant provisions of laws and regulations and the articles of
association of the Company, the Board hereby presents the
aforementioned proposals to the AGM for consideration.
SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the AGM, which will be
held as originally scheduled, will consider and, if thought fit,
pass the following ordinary resolutions submitted by the
controlling shareholder in addition to the resolutions set out in
the AGM Notice:
ORDINARY RESOLUTION
7. To consider and approve the appointment of Deloitte Touche
Tohmatsu as the Company's international auditor and Deloitte Touche
Tohmatsu Certified Public Accountants LLP as the Company's domestic
auditor and internal control auditor respectively for the year
ending 31 December 2017 and to authorize the audit and risk
management committee of the Board to determine their remunerations
for the year 2017.
- 1 -
8. To consider and elect Mr. Wang Xiaokang and Mr. Liu Deheng as
independent non-executive directors of the Company, and authorize
the nomination and remuneration committee of the Board to determine
their remunerations:
8.1 to elect Mr. Wang Xiaokang as an independent non-executive director of the Company.
8.2 to elect Mr. Liu Deheng as an independent non-executive director of the Company.
"Cumulative voting" will be used in respect of sub-resolutions
no. 8.1 and no. 8.2. Please refer to note 4 for details.
The biographical details of Mr. Wang Xiaokang and Mr. Liu Deheng
are set out in the Appendix to this supplemental notice. Having
considered Mr. Wang's and Mr. Liu's background and experience as
set out in such Appendix, the nomination and remuneration committee
of the Board is of the view that they are appropriate candidates to
stand for election. Mr. Wang and Mr. Liu have also confirmed in
writing that they meet the independence guidelines as set out in
Rule 3.13 of the Rules Governing the Listing of Securities on the
Stock Exchange of Hong Kong Limited (the "Listing Rules") , the
nomination and remuneration committee of the Board therefore
considers them to be independent.
By Order of the Board
Air China Limited
Cai Jianjiang
Chairman
Beijing, the PRC, 10 May 2017
Notes:
(1) A revised form of proxy is enclosed with this supplemental
notice. Whether or not you are able to attend the AGM, you are
requested to complete the accompanying revised form of proxy in
accordance with the instructions printed thereon and return the
same to the Company's H share registrar, Computershare Hong Kong
Investor Services Limited, at 17M Floor, Hopewell Centre, 183
Queen's Road East, Wan Chai, Hong Kong as soon as practicable and
in any event not less than 24 hours before the time appointed for
the holding of the AGM or any adjournment thereof (as the case may
be) . Completion and return of the revised form of proxy will not
preclude the shareholders of the Company from attending and voting
in person at the AGM or any adjournment thereof.
(2) Please refer to the AGM Notice for details in respect of the
eligibility for attending the AGM, appointment of proxy,
registration procedures, closure of register of members and other
relevant matters.
(3) Please refer to the notice of attendance of the AGM of the
Company in respect of the timing and address for attending the AGM
and other relevant matters.
- 2 -
(4) Cumulative voting
According to 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 AGM
based on the total number of votes he or she receives.
As at the date of this supplemental 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.
Pan Xiaojiang*, Mr. Simon To Chi Keung*, Mr. Stanley Hui Hon-chung*
and Mr. Li Dajin*.
* Independent non-executive director of the Company
- 3 -
APPIX
Biographical details of Mr. Wang Xiaokang and Mr. Liu Deheng are
set out below:
Mr. Wang Xiaokang, aged 62, graduated from Peking University
majoring in law. He served as Chairman and Deputy Secretary of the
Communist Party Committee of China Energy Conservation and
Environmental Protection Group from May 2010 to December 2016.
Since December 2011, he has been serving as the President of China
Industrial Energy Conservation and Clean Production Association. He
is also currently a Member of the Twelfth National Committee of the
Chinese People's Political Consultative Conference and a Member of
the Committee of Population, Resources and Environment of the
Chinese People's Political Consultative Conference.
Mr. Wang confirmed that he meets the independence guidelines as
set out in Rule 3.13 of the Listing Rules. Mr. Wang also confirmed
that (i) he has not held any directorship in other public companies
the securities of which are listed on any securities market in Hong
Kong or overseas in the last three years, nor does he hold any
other position with the Company or any of its subsidiaries; (ii) he
does not have any relationship with any directors, supervisors,
senior management, substantial shareholders or controlling
shareholders (as defined in the Listing Rules) of the Company; and
(iii) as at the date of this supplemental notice, he does not have
any interest in the shares of the Company within the meaning of
Part XV of the Securities and Futures Ordinance (Chapter 571 of the
Laws of Hong Kong) (the "SFO") .
Upon approval of Mr. Wang's appointment at a general meeting of
the Company, Mr. Wang 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 shall end on the expiry of the
term of the current session of the Board; the emolument of Mr. Wang
will be determined by the Nomination and Remuneration Committee
with reference to his relevant experience, responsibilities and
duties in the Company and the prevailing market benchmarks.
Save as disclosed above, the Board is not aware of any other
matters in relation to Mr. Wang's proposed appointment as an
independent non-executive director of the Company that need to be
brought to the attention of the Shareholders nor any information
that is required to be disclosed pursuant to Rules 13.51 (2) (h) to
13.51 (2) (v) of the Listing Rules.
- 4 -
Mr. Liu Deheng, aged 60, graduated from the School of Management
of Xi'an Jiaotong University with a master's degree in industrial
management engineering. He served as Deputy Director General of
Statistics and Assessment Bureau (Asset and Capital Verification
Office) , Deputy Director General and Director General of Revenue
Management Bureau of State-owned Assets Supervision and
Administration Commission of the State Council from May 2003 to
October 2016, and served as Professional External Director for
Central State-owned Enterprises from October 2016 to April
2017.
Mr. Liu confirmed that he meets the independence guidelines as
set out in Rule 3.13 of the Listing Rules. Mr. Liu also confirmed
that (i) he has not held any directorship in other public companies
the securities of which are listed on any securities market in Hong
Kong or overseas in the last three years, nor does he hold any
other position with the Company or any of its subsidiaries; (ii) he
does not have any relationship with any directors, supervisors,
senior management, substantial shareholders or controlling
shareholders (as defined in the Listing Rules) of the Company; and
(iii) as at the date of this supplemental notice, he does not have
any interest in the shares of the Company within the meaning of
Part XV of the SFO.
Upon approval of Mr. Liu's appointment at a general meeting of
the Company, Mr. Liu 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 shall end on the expiry of the
term of the current session of the Board; the emolument of Mr. Liu
will be determined by the Nomination and Remuneration Committee
with reference to his relevant experience, responsibilities and
duties in the Company and the prevailing market benchmarks.
Save as disclosed above, the Board is not aware of any other
matters in relation to Mr. Liu's proposed appointment as an
independent non-executive director of the Company that need to be
brought to the attention of the Shareholders nor any information
that is required to be disclosed pursuant to Rules 13.51 (2) (h) to
13.51 (2) (v) of the Listing Rules.
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AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's
Republic of China with limited liability)
(Stock Code: 00753)
REVISED FORM OF PROXY FOR ANNUAL GENERAL MEETING
Number of shares to which this revised form of proxy relates
(Note 1)
I/We
(Note 2) of being the registered holder (s) of (Note 3)
H Shares in the share capital of Air China Limited (the
"Company") HEREBY APPOINT (Note 4) the chairman of the meeting
and/or (Note 4)
of as my/our proxy/proxies: (a) to act for me/us at the annual
general meeting (or at any adjournment thereof) of the Company to
be held at 10:30 a.m. on Thursday, 25 May 2017 at The Conference
Room One, 29/F, Air China Building, 36 Xiaoyun Road, Chaoyang
District, Beijing, PRC (the "Meeting") for the purpose of
considering and, if thought fit, passing the resolutions (the
"Resolutions") as set out in the notice (the "Notice") and the
supplemental notice (the "Supplemental 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 Resolutions
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 and the Supplemental Notice.
ORDINARY RESOLUTIONS FOR (Note AGAINST
5) (Note 5)
------------------------------------------------------------- ------------- ----------
1. To consider and approve the 2016
work report of the board of directors
(the "Board") of the Company.
----- ------------------------------------------------------ ------------- ----------
2. To consider and approve the 2016
work report of the supervisory
committee of the Company.
----- ------------------------------------------------------ ------------- ----------
3. To consider and approve the audited
consolidated financial statements
of the Company for the year 2016
prepared under the PRC Accounting
Standards and the International
Financial Reporting Standards.
----- ------------------------------------------------------ ------------- ----------
4. To consider and approve the profit
distribution proposal for the
year 2016 as recommended by the
Board.
----- ------------------------------------------------------ ------------- ----------
SPECIAL RESOLUTIONS FOR (Note AGAINST
5) (Note 5)
------------------------------------------------------------- ------------- ----------
5. To authorise the Board of the
Company to exercise the powers
to authorize, allot and issue
additional shares of the Company
and to make or grant offers,
agreements and option which might
require the exercise of such
powers in connection with not
exceeding 20% of each of the
existing A Shares and H Share
(as the case may be) in issue
at the date of passing this resolution,
and to authorise the Board to
increase the registered capital
and amend the articles of association
of the Company to reflect such
increase in the registered capital
of the Company under the general
mandate.
----- ------------------------------------------------------ ------------- ----------
6. To consider and approve the resolution
in relation to the grant of a
general mandate to the Board
to issue debt financing instruments.
----- ------------------------------------------------------ ------------- ----------
ORDINARY RESOLUTION FOR (Note AGAINST
5) (Note 5)
------------------------------------------------------------- ------------- ----------
7. To consider and approve the appointment
of Deloitte Touche Tohmatsu as
the Company's international auditor
and Deloitte Touche Tohmatsu
Certified Public Accountants
LLP as the Company's domestic
auditor and internal control
auditor respectively for the
year ending 31 December 2017
and to authorize the audit and
risk management committee of
the Board to determine their
remunerations for the year 2017.
----- ------------------------------------------------------ ------------- ----------
ORDINARY RESOLUTIONS (Note 13) FOR (Note AGAINST
5) (Note 5)
------------------------------------------------------------- ------------- ----------
8. To consider and elect Mr. Wang
Xiaokang and Mr. Liu Deheng as
independent non- executive directors
of the Company, and authorize
the nomination and remuneration
committee of the Board to determine
their remunerations:
----- ------------------------------------------------------ ------------- ----------
8.1 to elect Mr. Wang Xiaokang
as an independent non-executive
director of the Company
----- ------------------------------------------------------ ------------- ----------
8.2 to elect Mr. Liu Deheng as
an independent non-executive
director of the Company
----- ------------------------------------------------------ ------------- ----------
Dated this day of , 2017 Signature (Note 6)
Notes:
1. Please insert the number of shares registered in your name
(s) to which this revised proxy form relates. If no number is
inserted, this revised 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". 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. The total number of shares referred to in
the two boxes for the same resolution cannot exceed the number of
Shares stated above as held by you.
6. This revised 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 revised 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 revised 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 (the "Closing Time") ) .
8. Completion and delivery of a revised 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 REVISED FORM OF PROXY MUST BE
INITIALED 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.
11. IMPORTANT: If you have not yet lodged the former form of
proxy which was sent to you together with the Notice (the "Former
Proxy Form") with the Company's H share registrar, you are
requested to lodge this revised form of proxy if you wish to
appoint proxies to attend the Meeting on your behalf. In this case,
the Former Proxy Form should not be lodged with the Company's H
Share registrar.
12. IMPORTANT: If you have already lodged the Former Proxy Form
with the Company's H Share registrar, you should note that:
(i) If this revised form of proxy is not lodged with the
Company's H share registrar before the Closing Time as mentioned in
point 7 above or if it is incorrectly completed, the Former Proxy
Form will be treated as a valid proxy form lodged by you if
correctly completed. The proxy so appointed by you will be entitled
to vote at his or her discretion or to abstain on any resolution
properly put to the Meeting other than those referred to in the
Notice and the Former Proxy Form, including the newly added
resolution as set out in the Supplemental Notice.
(ii) If you have lodged this revised form of proxy with the
Company's H share registrar before the Closing Time as mentioned in
point 7 above, this revised form of proxy will revoke and supersede
the Former Proxy Form previously lodged by you provided that this
revised form of proxy is correctly completed.
(i)
13. "Cumulative voting" will be used in respect of resolution
no. 8 whereas other resolutions will be voted by normal voting.
In "cumulative voting", 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. Such shareholder may cast all his votes on one single
candidate or different candidates separately. Cumulative voting
will be used in carrying out the voting and the counting of voting
results in respect of sub-resolutions no. 8.1 and no. 8.2.
Set out below is an example illustrating the voting method using
cumulative voting in respect of resolution no. 8. Please fill in
your intention of voting in accordance with the following
instructions:
(i) In relation to resolution no. 8, for every share held by
you, you will have the same number of voting rights which equals
the number of directors to be elected. For example, if you are
holding 1 million shares and two directors are to be elected at the
Meeting, the aggregate number of votes which you will have will be
2 million (i.e. 1 million shares x 2 = 2 million voting shares) for
resolution no. 8.
(ii) You may cast on every candidate such votes which represent
the same number of shares held by you; or cast all your votes which
represent the total number of shares held by you multiplied by the
total number of directors to be elected on one candidate. If you
wish to cast equal number of votes to each candidate for director,
please tick in the boxes marked "FOR" or "AGAINST" as appropriate.
Otherwise, please specify the number of votes cast for each of the
two candidates for director in the boxes marked "FOR" or "AGAINST".
For example, if you are holding 1 million shares, the number of
your votes regarding resolution no. 8 is 2 million. You may choose
to cast the 2 million votes equally between the two candidates (FOR
or AGAINST) ; or to cast all your 2 million votes on one candidate
(FOR or AGAINST) ; or cast 1.5 million votes to candidate A for
director (FOR or AGAINST) , 0.5 million votes to candidate B for
director (FOR or AGAINST) , etc.
(iii) When the total votes, represented by the shares held by
you multiplied by the number of directors to be elected, are used
up after voting for a candidate, you will have no votes remaining
to be cast on the other candidate. i.e., the total number of both
of your FOR and AGAINST votes cast for two candidates for directors
shall not exceed the aggregate number of votes to which you are
entitled.
(iv) Please note that when the total votes cast by you on one
candidate or two candidates for director exceeds the total votes to
which you are entitled, all the votes cast will become invalid and
be regarded as abstain votes; when the total votes cast by you on
one candidate or two candidates for director are less than the
total votes to which you are entitled, the votes are valid and the
remaining votes will be regarded as abstain votes. For example, if
you are holding 1 million shares, the number of your votes
regarding resolution no. 8 is 2 million: (a) if you fill in the
"FOR" or "AGAINST" of "cumulative voting" under sub-resolution no.
8.1 with "2 million shares", you have used up all the votes to
which you are entitled, which results in you having no votes for
the other candidate for director. Should you fill in the blanks
under sub-resolution no. 8.2 with any number of shares (other than
0) , all your votes on resolution no. 8 will be invalid; or (b) if
you fill in the "FOR" (or "AGAINST") of "cumulative voting" under
sub-resolution no. 8.1 with "1 million shares" and under
sub-resolution no.
8.2 with "0.5 million shares", the 1.5 million of votes cast by
you are valid and the remaining 0.5 million of votes will be
regarded as abstain votes.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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