APPOINTMENT OF SUPERVISOR AND NOTICE OF EGM
If you are in any doubt as to any aspect of this circular, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares of Air China Limited, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or the transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code:00753)
APPOINTMENT OF SUPERVISOR AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
A letter from the Board is set out on pages 2 to 4 of this circular.
A notice convening the EGM to be held at 10:30 a.m. on Tuesday, 30 August 2016 at The Conference Room One, 29/F, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, the PRC, is set out on pages 5 to 6 of this circular. Whether or not you are able to attend and/or vote at the EGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible but in any event not less than 24 hours before the time appointed for convening the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment should you so wish.
15 July 2016
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DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
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LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
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I. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
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II. Appointment of Supervisor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
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III. EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
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IV. Recommendation of the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
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NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
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In this circular, unless the context otherwise requires, the following expressions have the following meaning:
"Board" the board of directors of the Company
"Company" Air China Limited, a company incorporated in the People's Republic of China, whose H shares are listed on the Hong Kong Stock Exchange as its primary listing venue and on the Official List of the UK Listing Authority as its secondary listing venue, and whose A shares are listed on the Shanghai Stock Exchange
"CPPCC" the Chinese People's Political Consultative Conference
"EGM" the extraordinary general meeting of the Company to be held at 10:30 a.m. on Tuesday, 30 August 2016 at The Conference Room One, 29/F, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, the PRC
"Mr. Wang" Mr. Wang Zhengang
"Shareholders" the shareholders of the Company "Supervisory Committee" the supervisory committee of the Company
AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code:00753)
Directors:
Non-Executive Directors: Cai Jianjiang (Chairman) Cao Jianxiong
Feng Gang
John Robert Slosar Sai Cheung Shiu, Ian
Executive Director:
Song Zhiyong (President)
Independent Non-Executive Directors:
Pan Xiaojiang
To Chi Keung, Simon Hui Hon-chung, Stanley Li Dajin
Registered Address: Blue Sky Mansion 28 Tianzhu Road
Airport Industrial Zone Shunyi District Beijing, PRC
Principal Place of Business in Hong Kong:
5th Floor, CNAC House 12 Tung Fai Road
Hong Kong International Airport Hong Kong
15 July 2016
To the Shareholders
Dear Sir or Madam,
APPOINTMENT OF SUPERVISOR AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
I. INTRODUCTION
Reference is made to the announcement of the Company dated 11 July 2016 in relation to the proposed appointment of supervisor. The purpose of this circular is to provide you with further information on the abovementioned matter so that you may make an informed decision on voting in respect of the relevant resolution at the EGM.
II. APPOINTMENT OF SUPERVISOR
The Company proposes to appoint Mr. Wang Zhengang as a shareholder representative supervisor of the Company.
Mr. Wang Zhengang, aged 58, is a senior accountant who graduated from the Anti Chemical Command and Engineering Institute of the Chinese People's Liberation Army with a bachelor's degree in Economics. Since July 2011, he has been serving as a director, the president and a member of the Communist Party Committee of China National Aviation Corporation (Group) Limited and the chairman of the board of directors of Chinawings Aviation Technology Co., Ltd. Since September 2014, Mr. Wang has also been serving as an assistant general manager of China National Aviation Holding Company. Mr. Wang is also a member of the twelfth session of the committee of Beijing Municipality for the CPPCC and a member of the fourth session of the standing committee of Shunyi District in Beijing Municipality for the CPPCC.
Save as disclosed above, Mr. Wang does not hold any directorship in any 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 Mr. Wang hold any other position with the Company or any of its subsidiaries.
Save as disclosed above, Mr. Wang does not have any relationship with any director, senior management, substantial shareholder or controlling shareholder of the Company. Mr. Wang has no interests 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 term for Mr. Wang's appointment shall commence upon approval by the Shareholders at the EGM and end upon the expiry of the term of the current session of the Supervisory Committee. The Company will enter into a service agreement with Mr. Wang upon the approval of his appointment at the EGM. Mr. Wang will not receive any emolument serving as a supervisor of the Company.
Save as disclosed above, there are no other matters relating to the above appointment that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to items (h) to (v) under 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
III. EGM
The Company will convene the EGM at 10:30 a.m. on Tuesday, 30 August 2016 at The Conference Room One, 29/F, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, the PRC. The notice of the EGM setting out the resolution proposed is set out on page 5 to 6 in this circular.
Whether or not you intend to attend the EGM, you are requested to complete and return the proxy form in accordance with the instruction printed thereon. If you intend to attend the EGM, you are required to complete and return the notice of attendance to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, on or before Wednesday, 10 August 2016.
Completion and return of the proxy form will not preclude you from attending and voting in person at the meetings or at any adjourned meetings should you so wish and completion and return of the notice of attendance do not affect the right of a shareholder to attend the respective meeting.
IV. RECOMMENDATION OF THE BOARD
The Board considers that the proposed resolution set out in the notice of the EGM is in the best interests of the Company and the Shareholders as a whole and accordingly recommend the Shareholders to vote in favour of the resolution at the EGM.
By order of the Board Air China Limited Cai Jianjiang Chairman
Beijing, the PRC
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 10:30 a.m. on Tuesday, 30 August 2016 at The Conference Room One, 29/F, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, the PRC to consider and, if thought fit, to pass the following resolution.
ORDINARY RESOLUTION
To consider and approve the appointment of Mr. Wang Zhengang as a supervisor of the Company.
By order of the Board Air China Limited Cai Jianjiang Chairman
Beijing, the PRC, 15 July 2016
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. Pan Xiaojiang*, Mr. Simon To Chi Keung*, 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 the Company will close from Saturday, 30 July 2016 to Tuesday, 30 August 2016 (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 Friday, 29 July 2016.
Shareholders of the Company whose names appear on the register of members of the Company at the close of business on Friday, 29 July 2016 are entitled to attend and vote at the EGM.
2. Notice of attendance
H 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 Wednesday, 10 August 2016. 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, Computershare Hong Kong Investor Services Limited.
4. Other businesses
(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
AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code:00753)
FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING
Number of shares to which this 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 extraordinary general meeting (or at any adjournment thereof) of the Company to be held at 10:30 a.m. on Tuesday, 30 August 2016 at The Conference Room One, 29/F, Air China Building,
36 Xiaoyun Road, Chaoyang District, Beijing, the PRC (the "Meeting") for the purpose of considering and, if thought
fit, passing the resolution (the "Resolution") as set out in the notice (the "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 Resolution 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.
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ORDINARY RESOLUTION |
FOR (Note 5) |
AGAINST (Note 5) |
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1. |
To consider and approve the appointment of Mr. Wang Zhengang as a supervisor of the Company. |
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Dated this day of 2016 Signature (Note 6)
Notes:
1. Please insert the number of shares registered in your name(s) to which this proxy form relates. If no number is inserted, this 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 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 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 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).
8. Completion and delivery of a 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 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.
AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code:00753)
EXTRAORDINARY GENERAL MEETING NOTICE OF ATTENDANCE
To: Air China Limited (the "Company")
I/We (Note 1) of , being the registered holder of (Note 2) H Shares in the share capital of the Company hereby inform the Company that I/we intend to attend the extraordinary general meeting to be held at 10:30 a.m. on Tuesday, 30 August 2016 at The Conference Room One, 29/F, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, the PRC or to appoint proxies to attend on my/our behalf.
Signature:
Date:
Notes:
1. Please insert the full name(s) and address(es) of the shareholder(s) as it is recorded in the register of members of the Company in BLOCK CAPITALS.
2. Please insert the number of shares registered in your name(s).
3. Please duly complete and sign this Notice of Attendance, and deliver it to the Company's H Shares registrar, Computershare Hong Kong Investor Services Limited on or before Wednesday, 10 August 2016.
Address of Computershare Hong Kong Investor Services Limited
17M Floor Hopewell Centre
183 Queen's Road East Wan Chai
Hong Kong
Tel No.: (852) 2862 8628
Fax No.: (852) 2865 0990
This information is provided by RNS
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