EGM Circular

RNS Number : 9396P

Air China Ld

11 October 2011

 



NOTICE OF EXTRAORDINARY GENERAL MEETING

 AIR CHINA LIMITED

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 00753)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "EGM") of Air China Limited (the "Company") will be held at the Conference Room, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC at 10:00 a.m. on Friday, 25 November 2011 to consider and, if thought fit, to pass the following resolution.

ORDINARY RESOLUTION

To consider and approve the appointment of Mr. Zhou Feng as a shareholder representative supervisor for the third session of the Supervisory Committee of the Company (the "Appointment").

For more details with respect to the Appointment, please refer to Appendix I.

By Order of the Board Air China Limited Chairman

Kong Dong

Beijing, the PRC, 10 October 2011

As at the date of this announcement, the directors of the Company are Mr. Kong Dong, Ms. Wang Yinxiang, Mr. Cao Jianxiong, Mr. Sun Yude, Mr. Christopher Dale Pratt, Mr. Ian Sai Cheung Shiu, Mr. Cai Jianjiang, Mr. Fan Cheng, Mr. Fu Yang*, Mr. Li Shuang*, Mr. Han Fangming* and Mr. Yang Yuzhong*.

* Independent non-executive director of the Company

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1.       Closure of register of members and eligibility for attending the EGM

Holders of H shares of the Company are advised that the register of members of the Company will close from Wednesday, 26 October 2011 to Friday, 25 November 2011 (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 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 1712-1716, 17/F., Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, by 4:30 p.m. on Tuesday, 25 October

2011.

Shareholders of the Company whose names appear on the register of members of the Company at the close of business on Tuesday, 25 October 2011 are entitled to attend 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 Friday, 4 November 2011. The notice of attendance may be delivered by hand, by post or by fax to the Company's H Share registrar Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong. Completion and return of the notice of attendance do not affect the right of a shareholder to attend 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 returning 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 appointer 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.       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

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NOTICE OF EXTRAORDINARY GENERAL MEETING − APPENDIX I

 AIR CHINA LIMITED

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 00753)

CHANGE OF SUPERVISORS

On 15 July 2011, the board of directors of Air China Limited (the "Company") announces that Mr. Zhou Feng has been nominated by China National Aviation Holdings Company ("CNAHC") as a shareholder representative supervisor for the third session of the Supervisory Committee of the Company subject to the approval of the shareholders of the Company. Accordingly, Mr. He Chaofan shall cease to be a shareholder representative supervisor with effect from the date of approval by the shareholders of the Company of Mr. Zhou's appointment.

Mr. Zhou Feng, aged 50, obtained a master's degree in Economics from Shanghai University of Finance and Economics. He held various positions, including the accountant, the deputy division head, the division head of the finance division and the director of the finance and audit department of the Civil Aviation Administration of China, Zhejiang Bureau; the director, the chief accountant of finance department of CNAC Zhejiang Airlines; the assistant general manager of China National Aviation Corporation (Macau) Company Limited; the deputy general manager, the chief accountant and a member of the party committee of China National Aviation Finance Co., Ltd. ("CNAF"); the director, the executive vice president of Samsung Air China Life Insurance Co., Ltd.. Mr. Zhou has been secretary of the communist party committee and the deputy general manager of CNAF since August 2010. He also has been the general manager of the finance department of CNAHC since April 2011.

Save as disclosed above, Mr. Zhou Feng has not held any directorship in any other listed companies or taken up a post in any affiliated companies of the Company in the past three years, and does not have any relationship with any other director, senior management, substantial shareholder or controlling shareholder of the Company.

Mr. Zhou Feng does not have any equity interest in the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong). There is no information to be disclosed on items from (h) to (v) in Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. No other matter needs to be brought to the attention of the shareholders of the Company in respect of the Company and its directors and supervisors of the Company.

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NOTICE OF EXTRAORDINARY GENERAL MEETING − APPENDIX I

Mr. Zhou Feng will not receive any emolument for serving as a supervisor of the Company. The term of his office is no more than three years, which shall commence upon the shareholders' approval to the appointment and shall end upon the forth session of the Supervisory Committee being elected.

By Order of the Board

Air China Limited

                Huang Bin             Tam Shuit Mui

              Joint Company Secretaries

Beijing, the PRC, 15 July 2011

As at the date of this announcement, the directors of the Company are Mr. Kong Dong, Ms. Wang Yinxiang, Mr. Cao Jianxiong, Mr. Sun Yude, Mr. Christopher Dale Pratt, Mr. Ian Sai Cheung Shiu, Mr. Cai Jianjiang, Mr. Fan Cheng, Mr. Fu Yang*, Mr. Li Shuang*, Mr. Han Fangming* and Mr. Yang Yuzhong*.

* Independent non-executive Director of the Company

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END

 

 

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