TIDMAIRC
RNS Number : 0191V
Air China Ld
03 April 2019
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 ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an annual general meeting (the
"AGM") of Air China Limited (the "Company") for the year ended 31
December 2018 will be held at 11:00 a.m. on Thursday, 30 May 2019
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 resolutions.
ORDINARY RESOLUTIONS
1. To consider and approve the 2018 work report of the board of
directors (the "Board") of the Company.
2. To consider and approve the 2018 work report of the
supervisory committee of the Company.
3. To consider and approve the appointment of Mr. Cao Jianxiong
as a non-executive director of the Company, whose biographical
details are set out in Appendix I to this notice.
4. To consider and approve the audited consolidated financial
statements of the Company for the year 2018 prepared under the PRC
Accounting Standards and the International Financial Reporting
Standards.
5. To consider and approve the profit distribution proposal for
the year 2018 as recommended by the Board.
6. To consider and approve the re-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 2019
and to authorise the management to determine their remunerations
for the year 2019.
SPECIAL RESOLUTION
7. To consider and approve the issue of debt financing
instruments (including but are not limited to corporate bonds,
ultra-short-term commercial papers, short-term commercial papers,
mid-term notes, domestic non-public targeted debt financing
instruments, overseas debt financing instruments and overseas
bonds/notes denominated in RMB or foreign currencies) within the
permissible size under the applicable laws and regulations in one
or multiple tranche(s), the details of which are indicated in
Appendix II to this notice, and generally and unconditionally
authorise the Board to deal with the followings in accordance with
the specific needs of the Company and market conditions:
(i) to determine the issuer, issue size, type, specific
instruments, detailed terms, conditions and other matters relating
to the issuance (including, but not limited to, the issue size,
actual principle amount, currency, issue price, interest rate or
mechanism for determining the interest rate, issue place, issue
timing, term, whether or not to issue in multiple tranches and
number of tranches, whether or not to set put-back or redemption
terms, credit rating, guarantee, repayment term, detailed
fund-raising arrangements within the scope of use approved by the
shareholders' meeting, detailed placing arrangements, underwriting
arrangements and all other matters relating to the issuance);
(ii) to carry out all necessary and ancillary actions and
procedures relating to the issuance (including, but not limited to,
select and engage intermediary institutions, handle all approval,
registration and filing procedures with the relevant regulatory
authorities in connection with the issuance on behalf of the
Company, execute all necessary legal documents, select bonds
trustee manager for the issuance, formulate rules for the
bondholders' meeting and handle any other matters relating to the
issuance and trading);
(iii) to approve, confirm and ratify any action or procedure
relating to the issuance as mentioned above already taken by the
Company;
(iv) to make adjustments to the relevant matters such as the
specific proposals for the issuance in accordance with the comments
from the regulatory authorities or the prevailing market conditions
within the authority granted at a general meeting, except where
voting at a general meeting is required by any relevant laws and
regulations and the Articles of Association;
(v) to determine and handle all relevant matters relating to the
listing of the issued Debt Financing Instruments upon the
completion of the issuance;
(vi) in the case of issuance of corporate debt financing
instruments, during the term of the corporate debt financing
instruments, to determine not to distribute dividends to the
shareholders to safeguard repayment of debts as required under the
relevant laws and regulations in the event that the Company expects
to, or does
fail to pay the principal and/ or coupon interests of such bonds as they fall due;
(vii) to approve, execute and dispatch any announcements or
circulars relating to the issuance and make any related disclosure
in accordance with the listing rules of the relevant jurisdictions
where the shares of the Company are listed;
(viii) to authorise the Board to delegate the authorisations set
forth in items (i) to (vi) above to the president and/or the
general accountant of the Company; and
(ix) to authorise the Board to delegate the authorisation set
forth in item (vii) above to the secretary of the Board.
By Order of the Board Air China Limited Cai Jianjiang
Chairman
Beijing, the PRC, 4 April 2019
As at the date of this notice, the directors of the Company are
Mr. Cai Jianjiang, Mr. Song Zhiyong, Mr. Xue Yasong, Mr. John
Robert Slosar, 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
(i) Eligibility for attending and voting at the AGM
Holders of H Shares of the Company are advised that the register
of members of the Company will close from Tuesday, 30 April 2019 to
Thursday, 30 May 2019 (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
AGM, 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 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East,
Wanchai, Hong Kong, by 4:30 p.m. on Monday, 29 April 2019.
Shareholders whose names appear on the register of members of
the Company on Tuesday, 30 April 2019 are entitled to attend and
vote at the AGM.
(ii) Eligibility for receiving 2018 final dividends
The Board of the Company has recommended the payment of a final
dividend of RMB1.0328 (including tax) per ten shares for the year
2018. If the resolution regarding the payment of the final dividend
is approved by the shareholders, it is expected to be distributed
on Thursday, 11 July 2019 to the holders of H shares whose names
appear on the register of members of the Company on Monday, 10 June
2019.
The register of members of the Company will be closed from
Wednesday, 5 June 2019 to Monday, 10 June 2019 (both dates
inclusive) during which period no transfer of H Shares of the
Company will be registered. In order to be entitled to receive the
2018 final dividends (if approved), all transfers of H Shares of
the Company accompanied by the relevant share certificates and
appropriate transfer forms must be lodged with the Company's H
Shares registrar, Computershare Hong Kong Investor Services Limited
at Shops 1712-1716, 17/F., Hopewell Centre, 183 Queen's Road East,
Wanchai, Hong Kong not later than 4:30 p.m. on Tuesday, 4 June
2019.
2. Taxation on Dividend
In accordance with the "Enterprise Income Tax Law of the
People's Republic of China" (
) and the "Rules for the Implementation of the Enterprise Income
Tax Law of the
People's Republic of China" ( ), both implemented on 1
January 2008 and the "Notice of the State Administration of
Taxation on Issues Relevant to the Withholding of Enterprise Income
Tax on Dividends Paid by PRC Enterprises to Offshore
Non-resident
Enterprise Holders of H Shares" (Guo Shui Han [2008] No. 897) (
H
[2008]897 ) promulgated by the
State Administration of Taxation on 6 November 2008, the Company
is obliged to withhold and pay
PRC enterprise income tax on behalf of non-resident enterprise
shareholders at a tax rate of 10% from 2008 onwards when the
Company distributes any dividends to non-resident enterprise
shareholders whose names appear on the register of members of H
Shares of the Company. As such, any H Shares of the Company which
are not registered in the name(s) of individual(s) (which, for this
purpose, includes Shares registered in the name of HKSCC Nominees
Limited, other nominees, trustees, or other organisations or
groups) shall be deemed to be H Shares held by non-resident
enterprise shareholder(s), and the PRC enterprise income tax shall
be withheld from any dividends payable thereon. Non-resident
enterprise shareholders may wish to apply for a tax refund (if any)
in accordance with the relevant requirements, such as tax
agreements (arrangements), upon receipt of any dividends.
In accordance with the "Circular on Certain Issues Concerning
the Policies of Individual Income Tax"
(Cai Shui Zi [1994] No. 020)
( [1994]020 )
promulgated by the Ministry of Finance and the State
Administration of Taxation on 13 May 1994, overseas individuals
are, as an interim measure, exempted from the PRC individual income
tax for dividends or bonuses received from foreign-invested
enterprises. As the Company is a foreign-invested enterprise, the
Company will not withhold and pay the individual income tax on
behalf of individual shareholders when the Company distributes the
2018 final dividends to individual shareholders whose names appear
on the register of members of H Shares of the Company.
Pursuant to the Circular on Tax Policies Concerning the Pilot
Programme of the Shanghai and Hong
Kong Stock Market Trading Interconnection Mechanism (Cai Shui
[2014] No. 81) (
[2014]81 ) and the Circular on Tax Policies
Concerning the Pilot Programme of the Shenzhen and Hong Kong
Stock Connect (Cai Shui [2016]
No.127)
( [2016]127 ),
promulgated by the Ministry of Finance, the State Administration
of Taxation and CSRC on 31 October 2014 and 5 November 2016
respectively:
The Company is obliged to withhold PRC individual income tax on
behalf of resident Shareholders at a tax rate of 20% when the
Company distributes the 2018 final dividends to individual
investors who invest in the Company's H Shares via Shanghai-Hong
Kong Stock Connect or Shenzhen-Hong Kong Stock Connect. Where
individual investors have already paid foreign withholding taxes
for such income, investors may apply to the competent tax
authorities of China Securities Depository and Clearing Corporation
Limited for foreign tax credit with valid tax withholding
certificates. The Company is obliged to pay RRC individual income
tax on behalf of Mainland securities investment funds investing in
H Shares of the Company through Shanghai-Hong Kong Stock Connect or
Shenzhen-Hong Kong Stock Connect when the Company distributes the
2018 final dividends; and
The Company will not withhold income tax on behalf of Mainland
enterprise investors investing in H Shares of the Company through
Shanghai-Hong Kong Stock Connect or Shenzhen-Hong Kong Stock
Connect when the Company distributes the 2018 final dividends. The
Mainland enterprise investors shall report the income and make tax
payment by themselves.
Shareholders are recommended to consult their tax advisors
regarding the ownership and disposal of H Shares of the Company in
the PRC and in Hong Kong and other tax effects.
3. Notice of Attendance
H Share shareholders who intend to attend the AGM should
complete and lodge the accompanying notice of attendance and return
it to the Company's H Share registrar on or before Friday, 10 May
2019. 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 AGM. However, the failure to return the
notice of attendance may result in an adjournment of the AGM, if
the number of shares carrying the right to vote represented by the
shareholders proposing to attend the AGM 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 AGM.
4. Proxy
Every shareholder who has the right to attend and vote at the
AGM 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 AGM.
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 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 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 AGM. 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.
5. Other business
(i) The AGM is expected to last for no more than a 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) 2862 8628
Fax No.: (852) 2865 0990
APPIX I BIOGRAPHICAL DETAILS OF MR. CAO JIANXIONG
Biographical details of Mr. Cao Jianxiong are set out below:
Mr. Cao Jianxiong, aged 59, holds a master degree in economics
from the East China Normal University and is a senior economist. He
was appointed as the Deputy General Manager and Chief Financial
Officer of China Eastern Airlines Corporation Limited in December
1996. In September 1999, he was appointed as the Vice President of
China Eastern Airlines Group Corporation. Commencing from September
2002 till December 2008, he served as Vice President and a member
of Communist Party Group of China Eastern Airlines Group
Corporation and also served as Secretary of the Communist Party
Committee of China Eastern Airlines Northwest Company from December
2002 to September 2004. From October 2006 to December 2008, he
served as the General Manager and the Deputy Secretary of the
Communist Party Committee of China Eastern Airlines Corporation
Limited. Since December 2008, he has been serving as a member of
Communist Party Group of China National Aviation Holding
Corporation Limited. From December 2008 to March 2019, he served as
the Deputy General Manager of China National Aviation Holding
Corporation Limited. Mr. Cao served as a non-executive Director of
the Company from June 2009 to October 2017. He has been serving as
a director of TravelSky Technology Limited (a company listed on The
Stock Exchange of Hong Kong Limited, stock code: 00696) since
August 2014. From October 2015 to September 2018, he served as the
chairman of the board of China National Aviation Capital Holding
Co., Ltd. He has been serving as Deputy Secretary of the Communist
Party Group of China National Aviation Holding Corporation Limited
since November 2016. From May 2017 to March 2019, he served as the
Vice President of the Company. He has been serving as the Deputy
Secretary of the Communist Party Committee of the Company since May
2017. He has been serving as a member and the Secretary of the
Communist Party Committee of the management support division of
China National Aviation Holding Corporation Limited and the Company
since July 2017. He has been serving as a director of China
National Aviation Holding Corporation Limited since March 2019.
Save as disclosed above and as at the date of this notice, Mr.
Cao does not have any relationship with any directors, senior
management, substantial shareholder(s) or controlling
shareholder(s) of the Company or hold any other positions in the
Company or any of its subsidiaries, or any directorships in other
listed
companies in the last three years.
As at the date of this notice, Mr. Cao 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).
APPIX I BIOGRAPHICAL DETAILS OF MR. CAO JIANXIONG
Upon approval of Mr. Cao's appointment at a general meeting of
the Company, Mr. Cao 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 Board; Mr. Cao will not receive
any remuneration for his serving as director of the Company
according to the resolution of the general meeting of
the Company held on 27 October 2017.
Save as disclosed above, the Board is not aware of any other
matters in relation to the proposed appointment of Mr. Cao as
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 Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
APPIX II DETAILS OF DEBT FINANCING INSTRUMENTS ISSUE MANDATE
1. Background
Given the general mandate to issue debt financing instruments
granted by shareholders at the last annual general meeting will
lapse at the conclusion of the AGM, a special resolution will be
proposed at the AGM to grant a general mandate to the Board to
issue the debt financing instruments (the "Debt Financing
Instruments Issue Mandate").
2. Particulars of Debt Financing Instruments
Particulars regarding the proposed issuance of the Debt
Financing Instruments are as follows:
(i) Issuer: the Company and/or its wholly-owned or controlled
subsidiary, and the specific issuer shall be determined by the
Board according to the needs of issuance
(ii) Placing arrangement: no preferential placement to the shareholders
(iii) Issue size: subject to that the balance of the Debt
Financing Instruments outstanding shall be within the permissible
size prescribed by the relevant laws and regulations and specified
by regulatory authorities, and the specific issue size shall be
determined by the Board according to the capital needs and the
market situations
(iv) Term and type: not more than 15 years for one single-term
instrument or a portfolio of instruments with various terms, and
the specific term composition and the issue size of instruments
with various terms shall be determined by the Board according to
the relevant regulations and market situations
APPENDIX II DETAILS OF DEBT FINANCING INSTRUMENTS ISSUE MANDATE
(v) Use of proceeds: the proceeds to be raised from the issuance are
intended to be used towards meeting the demand of the Company's
operations, adjusting its debt structure, replenishing its working
capital and/or funding its capital investments, among others, and
the specific use of proceeds shall be determined by the Board
according to the capital needs
(vi) Term of validity of
the authorisation:
from the date of the passing of the resolution at the AGM to the
date of the annual general meeting of the Company for the year
2019
If the Board has resolved to issue Debt Financing Instruments
according to the authorisation obtained at the previous general
meeting(s), the authorisation in relation to the issuance of such
Debt Financing Instruments shall continue to be valid and extended
to the date of the annual general meeting of the Company for the
year 2019.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
NOALLFIFSSIVIIA
(END) Dow Jones Newswires
April 03, 2019 08:07 ET (12:07 GMT)
Air China Ld (LSE:AIRC)
Historical Stock Chart
From Apr 2024 to May 2024
Air China Ld (LSE:AIRC)
Historical Stock Chart
From May 2023 to May 2024