Further Notice of EGM

RNS Number : 6410S

Air China Ld

04 December 2012

 



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)

FURTHER NOTICE OF EXTRAORDINARY GENERAL MEETING

Reference is made to (i) the notice dated 5 November 2012, and (ii) the supplemental notice dated 4 December 2012 in respect of the extraordinary general meeting (the "EGM") of Air China Limited (the "Company") to be held on Thursday, 20 December 2012.

Pursuant to Article 68 of the articles of association of the Company, the Company hereby gives further notice to the shareholders of the Company that the EGM will be held at 2:00 p.m. on 20 December 2012 at the Conference Room, 29/F, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, the PRC to consider and, if thought fit, to pass the following resolutions. Unless otherwise indicated, capitalised terms used herein shall have the same meaning as those defined in the circulars dated 5 November 2012 and 4 December 2012 issued by the Company.

Ordinary Resolution:

1.     To consider and approve the proposed adoption of the shareholders' return plan for the three years from 2012 to 2014 as set out in Appendix II of the circular despatched by the Company on 5 November 2012.

Special Resolution:

2.     To consider and approve the proposed amendments to the articles of association of the Company as set out in Appendix I of the circular despatched by the Company on 5 November 2012 and the chairman and/or any person authorised by the chairman be authorised to adjust, at his or her discretion, the said amendments in accordance with the opinion of the relevant PRC authorities (the proposed amendment to the Articles of Association will be submitted to the relevant PRC authorities for approval and filing after being approved at the EGM).

Ordinary Resolutions:

3.     To consider and approve the appointment of Deloitte Touche Tohmatsu CPA Ltd. as the Company's internal control auditor for the year 2012 to audit the effectiveness of the Company's internal control for the year 2012 and to issue the internal control audit report, and the authorisation to the management of the Company to determine the remuneration of Deloitte Touche Tohmatsu CPA Ltd. for conducting its internal control audit for the year 2012.

4.     To consider and approve the resolutions concerning the entry into continuing connected transaction agreements for the three years from 1 January 2013 to 31

December 2015 and their respective annual caps:

(1)    approve the Company to enter into with the following parties and effect the following connected transaction agreements: (1) with CNAHC, the Properties Leasing Agreement, the Sales Agency Services Framework Agreement, the Comprehensive Services Agreement and the Charter Flight Service Framework Agreement; (2) with CNAF, the Financial Services Agreement; (3) with CNAMC, the Advertising Services Framework Agreement; and (4) with CNACD, the Construction Project Management Agreement.

(2)    approve that, for each of the three years ending 31 December 2013, 2014 and 2015,

(a)    the annual cap for the aggregate amount of rent payable to CNAHC Group by the Company and its subsidiaries under the Properties Leasing Agreement of RMB120 million, RMB138 million and RMB150 million, respectively;

(b)    the annual cap for the aggregate sales revenue of airline tickets and cargo space by the Company and its subsidiaries to CNAHC Group under the Sales Agency Services Framework Agreement of RMB270 million, RMB324 million and RMB388.8 million, respectively;

(c)    the annual cap for the aggregate amount payable to CNAHC Group by the Company and its subsidiaries under the Comprehensive Services Agreement of RMB950 million, RMB1,045 million and RMB1,150 million, respectively;

(d)    the annual cap for the aggregate amount receivable by the Company in respect of charter flight services under the Charter Flight Service Framework Agreement of RMB900 million, RMB900 million and RMB900 million, respectively;

(e)    the maximum daily balance of deposits (including accrued interest) placed by the Company and its subsidiaries with CNAF of RMB4 billion and the maximum daily balance of loans and other credit services granted by CNAF to the Company and its subsidiaries of RMB4.5 billion under the Financial Services Agreement;

(f)    the annual cap for the aggregate amount payable to CNAMC by the Company under the Advertising Services Framework Agreement of RMB138 million, RMB151.8 million and RMB167 million, respectively.

By order of the Board

Air China Limited

Rao Xinyu        Tam Shuit Mui

Joint Company Secretaries

Beijing, the PRC, 4 December 2012

As at the date of this notice, the directors of the Company are Mr. Wang Changshun, 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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