TIDMAIRC
RNS Number : 0511Q
Air China Ld
07 September 2017
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.
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 27 October 2017 at The Conference Room C313, No. 30,
Tianzhu Road, Airport Industrial Zone, Shunyi District, Beijing,
PRC to consider and, if thought fit, to pass the following
resolutions.
Ordinary Resolutions
1. To consider and approve the emoluments of the directors of
the fifth session of the board of directors of the Company (the
"Board"):
The emoluments of Mr. Stanley Hui Hon-chung and Mr. Li Dajin be
RMB150,000 per person per year, the emoluments of Mr. Wang Xiaokang
and Mr. Liu Deheng be determined pursuant to relevant policies as
prescribed by The State-owned Assets Supervision and Administration
Commission of the State Council and the other proposed directors of
the Company will not receive any emoluments for serving as a
director of the Company.
2. To consider and approve that the supervisors of the fifth
session of the supervisory committee of the Company (the
"Supervisory Committtee") will not receive any emoluments from the
Company.
Special Resolutions
3. To consider and approve the proposed amendments to the
articles of association of the Company as set out in Appendix III
of the circular despatched by the Company on 7 September 2017.
4. To consider and approve the proposed amendments to the Rules
and Procedure of Shareholders' Meetings of the Company as set out
in Appendix IV of the circular despatched by the Company on 7
September 2017.
5. 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 V of the circular despatched by the Company
on 7 September 2017.
Ordinary Resolutions
6. To consider and approve the renewal of the trademark licence
framework agreement dated 28 October 2014 entered into between the
Company and China National Aviation Holding Company ("CNAHC") for a
term of three years from 1 January 2018 to 31 December 2020.
7. To consider and approve the entry into of the financial
services framework agreement dated 30 August 2017 between the
Company and China National Aviation Finance Co., Ltd. (the "CNAF")
in relation to the provisions of a range of financial services by
CNAF to the Company and its subsidiaries (the "Group"), including
the provision of deposit services as stipulated thereunder and the
proposed maximum daily balance of deposits (including accrued
interests) placed by the Group with CNAF, being RMB12 billion,
RMB14 billion and RMB15 billion for each of the three years ending
31 December 2018, 2019 and 2020, respectively.
8. To consider and approve the entry into of the financial
services framework agreement dated 30 August 2017 between CNAF and
CNAHC in relation to the provisions of a range of financial
services by CNAF to CNAHC, its subsidiaries and their associates,
companies falling within the definition of commonly held entity
under the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited, as well as any other CNAHC member
company which, in accordance with the listing rules of the places
where the shares of the Company are listed as in force and as
amended from time to time, is a connected person or related party
of the Company (excluding the Group) (the "CNAHC Group"), including
the provision of loans, finance lease and other credit services
(the "Credit Services") as stipulated thereunder and the proposed
maximum daily balance of Credit Services (including accrued
interests) provided by CNAF to the CNAHC Group, being RMB8 billion,
RMB9 billion and RMB10 billion for each of the three years ending
31 December 2018, 2019 and 2020, respectively.
Ordinary Resolutions (by cumulative voting method)
9.00. To consider and approve the election of the
non-independent directors of the fifth session of the Board:
9.01. to consider and approve the election of Mr. Cai Jianjiang
as a non-executive director of the fifth session of the Board;
9.00.
9.02. to consider and approve the election of Mr. Song Zhiyong
as an executive director of the fifth session of the Board;
9.03. to consider and approve the election of Mr. John Robert
Slosar as a non-executive director of the fifth session of the
Board.
10.00. To consider and approve the election of independent
non-executive directors of the fifth session of the Board:
10.01. to consider and approve the election of Mr. Wang Xiaokang
as an independent non- executive director of the fifth session of
the Board;
10.02. to consider and approve the election of Mr. Liu Deheng as
an independent non-executive director of the fifth session of the
Board;
10.03. to consider and approve the election of Mr. Stanley Hui
Hon-chung as an independent non-executive director of the fifth
session of the Board;
10.04. to consider and approve the election of Mr. Li Dajin as
an independent non-executive director of the fifth session of the
Board.
11.00. To consider and approve the election of the supervisors
of the fifth session of the Supervisory Committee:
11.01. to consider and approve the election of Mr. Wang Zhengang
as a shareholder representative supervisor of the fifth session of
the Supervisory Committee;
11.02. to consider and approve the election of Mr. He Chaofan as
a shareholder representative supervisor of the fifth session of the
Supervisory Committee.
"Cumulative voting" will be used in respect of all the
sub-resolutions of Resolutions No. 9.00, No. 10.00 and No. 11.00.
Please refer to note 4 for details.
By order of the Board
Air China Limited
Cai Jianjiang
Chairman
Beijing, PRC, 7 September 2017
As at the date of this 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. 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 close from Wednesday, 27
September 2017 to Friday, 27 October 2017 (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, 26
September 2017.
H Share Shareholders of the Company whose names appear on the
register of members of H shares of the Company at the close of
business on Wednesday, 27 September 2017 are entitled to attend and
vote at the EGM.
2. Notice of Attendance
H Share 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 Monday, 9
October 2017. 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. Cumulative Voting
According to Article 108 of 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 EGM based on the total
number of votes he or she receives. According to Article 146 of the
articles of association of the Company, when electing two or more
supervisors at a shareholders' general meeting, such supervisors
will be elected through the same cumulative voting method.
5. 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
This information is provided by RNS
The company news service from the London Stock Exchange
END
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