TIDMAIRC
RNS Number : 9538U
Air China Ld
09 April 2021
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)
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 2020 will be held at 11:00 a.m. on Tuesday, 25 May 2021 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 2020 work report of the board of
directors (the "Board") of the Company.
2. To consider and approve the 2020 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 2020 prepared under the PRC
Accounting Standards and the International Financial Reporting
Standards.
4. To consider and approve the profit distribution proposal for the year 2020.
5. To consider and approve the re-appointment of Deloitte Touche
Tohmatsu as the Company's international auditor for the year 2021
and Deloitte Touche Tohmatsu Certified Public Accountants LLP as
the Company's domestic auditor and internal control auditor for the
year 2021, and to authorize the management to determine their
remunerations for the year 2021.
SPECIAL RESOLUTIONS
6. To consider and approve the proposed amendments to the
articles of association of the Company (the "Articles of
Association").
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 set out in the
circular of the Company dated 9 April 2021, 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 principal 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,
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 and confirm 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 interests 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 authorize the Board to delegate the authorizations set
forth in items (i) to (vi) above to the president and/or the
general accountant of the Company; and
(ix) to authorize the Board to delegate the authorization set
forth in item (vii) above to the secretary of the Board.
By order of the Board
Air China Limited
Song Zhiyong
Chairman
Beijing, PRC, 9 April 2021
As at the date of this notice, the directors of the Company are
Mr. Song Zhiyong, Mr. Feng Gang, Mr. Patrick Healy, Mr. Xue Yasong,
Mr. Duan Hongyi*, 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 Sunday, 25 April 2021 to
Tuesday, 25 May 2021 (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 Friday, 23 April 2021.
Shareholders whose names appear on the register of members of H
shares of the Company on Sunday, 25 April 2021 are entitled to
attend and vote at the AGM.
2. Notice of attendance
H share shareholders of the Company 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
Wednesday, 5 May 2021. 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.
3. 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
authorized 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 authorized in writing. The
instrument appointment the proxy shall be deposited at the
Company's H share registrar for holders of H shares of the Company
not less than 24 hours before the time specified for the holding of
the AGM (or any adjournment thereof). If the instrument appointing
the proxy is signed by a person authorized by the appointer, the
power of attorney or other document of authority under which the
instrument is signed shall be notarized. The notarized 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. Important notice in relation to pandemic prevention and control
In the event that the containment of COVID-19 pandemic is still
ongoing at the time of the AGM, in order to cooperate with the
prevention and control of the pandemic so as to safeguard the
health and safety of the shareholders and the participants of the
meeting, at the same time ensuring that the shareholders may
exercise their respective shareholders' rights, the Company
recommends H share shareholders and their proxies intending to
attend the AGM to vote by completing and submitting the proxy form,
i.e. to indicate how you wish your votes to be casted in the proxy
form, and appoint the Chairman of the AGM as your proxy to vote on
your behalf on site.
In case H share shareholders or their proxies choose to attend
the meeting in person by then, they must comply with the policies
and requirements of Beijing regarding the containment of COVID-19
pandemic. On the way to, from and at the venue of the AGM, please
adopt proper personal preventive measures. Upon arrival at the
venue of the AGM, please follow the arrangement and guidance of the
staff and cooperate with the pandemic prevention and control
requirements including, among others, attendee registration,
temperature check and wearing of masks.
5. Other businesses
(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
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END
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