Notice of EGM

RNS Number : 5625J

Air China Ld

04 December 2008

 

 AIR CHINA LTD

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

(Stock Code: 753)

ANNOUNCEMENT ON ADDITIONAL PROPOSAL TO BE APPROVED BY

THE SHAREHOLDERS AT THE EXTRAORDINARY GENERAL MEETING

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

The board of directors of Air China Limited (the Company) has resolved to propose an additional ordinary resolution to be approved by the shareholders of the Company at the extraordinary general meeting to be convened on 22 December 2008 (the EGM) that from 1 January 2009, the Company may send or supply corporate communications to its shareholders of H shares in relation to whom certain conditions are met by making the corporate communications available on the Company's own website.

ADDITIONAL PROPOsAL

Subsequent to the Company's despatch on 6 November 2008 of the notice of EGM, China National Aviation Holding Company (CNAHC), the controlling shareholder of the Company, made a proposal to the board of directors of the Company relating to sending or supplying corporate communications to the Company's shareholders of H shares by making the corporate communications available on the Company's website and suggested that an additional proposal on the same be proposed for the shareholders' approval at the EGM. After consideration, the board of directors of the Company has resolved to submit such proposal as an additional proposal to be approved at the EGM.

The Stock Exchange of Hong Kong Limited (the Stock Exchange) published amendments to Rules Governing the Listing of Securities on the Stock Exchange (the Listing Rules) on 28 November 2008 in relation to, among others, Rule 2.07A in respect of an issuer's corporate communication to the relevant holders of its securities using electronic means. The amendments to the Listing Rules will come into effect on 1 January 2009. Pursuant to the amendments to Rule 2.07A of the Listing Rules, to the extent that:

(1)    the shareholders of the listed issuer have resolved in general meeting that the listed issuer may send or supply corporate communications to shareholders by making them available on the listed issuer's own website; or

  (2)    the listed issuer's constitutional documents contain provision to that effect,

a holder of the listed issuer's securities in relation to whom the following conditions are met is taken to have agreed that the listed issuer may send or supply corporate communications to him in that manner: (i) the holder has been asked individually by the listed issuer to agree that the listed issuer may send or supply corporate communications generally, or the corporate communication in question, to him by means of the listed issuer's own website; and (ii) the listed issuer has not received a response indicating the holder's objection within the period of 28 days beginning with the date on which the listed issuer's request was sent.

The Company's board of directors has therefore resolved to propose an additional ordinary resolution to be approved by the shareholders of the Company at the EGM that from 1 January 2009, the Company may send or supply corporate communications to the Company's shareholders of H shares in relation to whom certain conditions are met by making them available on the Company's own website (www.airchina.com.cn) (the Additional Proposal). The new notice of EGM and the proxy form, which contains the Additional Proposal, will be dispatched to the shareholders of the Company on 5 December 2008.

The Company will make arrangements in due course to ask the Company's shareholders individually whether he or she agrees that the Company may send or supply corporate communications to him or her by means of the Company's own website.

NOTICE OF EGM

A new notice of EGM, which contains the Additional Proposal, is annexed to this announcement.

By order of the Board Air China Limited
Huang Bin	Tam Shuit Mui
Joint Company Secretaries

Beijing, 4 December 2008

As at the date of this announcement, the Directors of the Company are Mr. Kong Dong, Ms. Wang Yinxiang, Mr. Wang Shixiang, Mr. Ma Xulun, Mr. Christopher Dale Pratt, Mr. Chen Nan Lok, Philip, Mr. Cai Jianjiang, Mr. Fan Cheng, Mr. Hu Hung Lick, Henry*, Mr. Wu Zhipan*, Mr. Zhang Ke* and Mr. Jia Kang*.

* Independent non-executive Director of the Company

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

(Stock Code: 753)

NOTICE OF EXTRAORDINARY GENERAL MEETING

Reference is made to the announcement issued by the Company on 28 October 2008 in relation to, inter alia, the change in supervisor, the announcement issued by the Company on 4 November 2008 in relation to the medium-term notes program, and the announcement issued by the Company on 4 December 2008 in relation to corporate communications from 1 January 2009. 

NOTICE IS HEREBY GIVEN that an extraordinary general meeting ('EGM') of Air China Limited (the 'Company') will be held at 10:30 a.m. on Monday, 22 December 2008 at The Conference Room, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC for the following purposes: 

1.    To consider and approve the following resolution as an ordinary resolution: 

'THAT the appointment of Mr. He Chaofan as a shareholder representative supervisor for the second session of the supervisory committee of the Company be and is hereby approved'; 

2.    To consider and approve the following resolution as an ordinary resolution:

'THAT from 1 January 2009, the Company may send or supply corporate communications to its shareholders of H shares in relation to whom the following conditions are met by making such corporate communications available on the Company's own website be and is hereby approved: (i) each holder of H shares has been asked individually by the Company to agree that the Company may send or supply corporate communications generally, or the corporate communication in question, to him by means of the Company's own website; and (ii) the Company has not received a response indicating objection from the holder of H shares within the period of 28 days beginning with the date on which the Company's request was sent. The shareholders of H shares in relation to whom the aforesaid two conditions are met shall be taken to have agreed that the Company may send or supply corporate communications to such shareholders by making such corporate communications available at the Company's own website. 

'Corporate communication' means any document issued or to be issued by the Company for the information or action of holders of any of its securities, including but not limited to: (a) the directors' report, its annual accounts together with a copy of the auditor's report and, where applicable, its summary financial report; (b) the interim report and, where applicable, its summary interim report; (c) a notice of meeting; (d) a listing document; (e) a circular; and (f) a proxy form.'

  3.    To consider and approve the following resolution as special resolution:

'THAT

(a)    a medium-term notes program of the Company (the 'Program') be and is hereby approved on the following terms:

(i)    issuance of medium-term notes with a term of three or five years in the inter-bank bond market in the People's Republic of China, which may be issued in tranches, with an aggregate amount not exceeding RMB6 billion;

(ii)    the main use of proceeds from the Program is to adjust the debt structure of the Company and supplement its working capital;

(b)    the Chairman of the Board, or an Executive Director or any person authorised by the Chairman of the Board of the Company be and is hereby authorised to deal with all matters in connection with the issuance of the medium-term notes, including but not limited to:

(i)    determine the details of timing, amount, the number of tranches , interest rate, use of proceeds and all other matters relating to the reporting and issuance of the medium-term notes;

(ii)    signing the necessary documents in connection with the Program, including but not limited to the document in relation to the issuance application, issuance prospectus, underwriting agreement and all announcements relating thereto;

(iii)    deal with the necessary procedural matters, including but not limited to the relevant registration matters; and

(iv)    to do all other necessary acts.' 

By order of the Board

Air China Limited

Kong Dong

Chairman of the Board

Beijing, PRC, 4 December 2008

As at the date of this notice, the Directors of the Company are Mr. Kong Dong, Ms. Wang Yinxiang, Mr. Wang Shixiang, Mr. Ma Xulun, Mr. Christopher Dale Pratt, Mr. Chen Nan Lok, Philip, Mr. Cai Jianjiang, Mr. Fan Cheng, Mr. Hu Hung Lick, Henry*, Mr. Wu Zhipan*, Mr. Zhang Ke* and Mr. Jia Kang*. 

*    Independent non-executive Directors of the Company 

  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 Saturday, 22 November 2008 to Monday, 22 December 2008 (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, by 4:00 p.m. on Friday, 21 November 2008.

Shareholders of the Company whose names appear on the register of members of the Company at the close of business on Friday, 21 November 2008 are entitled to attend the EGM.

2.    Notice of attendance

For holders of H Shares, if you intend to attend the EGM in person or by proxy, you are required to complete and return the notice of attendance to the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, on or before 2 December 2008. 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 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 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 appointed 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.

As a result of the additional proposed resolution subsequent to the despatch of the Notice of EGM, the proxy form despatched to the shareholders on 6 November 2008 (the 'First Proxy Form') sent together with the Notice of EGM does not contain the proposed resolution to approve that from 1 January 2009 the Company may send or supply corporate communications to the shareholders of H shares in relation to whom certain conditions are met by making such corporate communications available on the Company's own website as set out in this notice. In this connection, a new proxy form has been prepared and will be despatched together with this notice.

You are requested to complete the new proxy form in accordance with the instructions printed thereon and return it to the Company's H share registrar for holders of H shares. The addresses of the Company and its H share registrar are set out in this new notice of EGM.

A shareholder who has not lodged the First Proxy Form in accordance with the instructions printed thereon is requested to lodge the new proxy form if he or she wishes to appoint proxies to attend the EGM on his or her behalf. In this case, the First Proxy Form should not be lodged.

  A shareholder who has already lodged the First Proxy Form in accordance with the instructions printed thereon should note that:

(i)    if the new proxy form is not lodged in accordance with the instructions printed thereon, the First Proxy Form, if correctly completed, will be treated as a valid proxy form lodged by him or her;

(ii)    if the new proxy form is lodged in accordance with the instructions printed thereon, the new proxy form, if correctly completed, will be treated as a valid proxy form lodged by the shareholder and will revoke and supersede the First Proxy Form previously lodged by him or her;

(iii)    if the new proxy form is lodged after the closing time set out in the new notice of EGM, the new proxy form will be invalid. However, it will revoke the First Proxy Form previously lodged by the shareholder, and any vote that may be cast by the purported proxy (whether appointed under the First Proxy Form or the new proxy form) will not be counted in any poll which may be taken on a proposed resolution. Accordingly, shareholders are advised not to lodge the new proxy form after the specified closing time. If such shareholders wish to vote at the EGM, they will have to attend in person and vote at the EGM themselves.

4.    Other businesses

(i)    The EGM is expected to last for one and a half (1.5) 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:

Room 1806-1807

Hopewell Centre

183 Queen's Road East

Wanchai
Hong Kong

Tel No.: (852) 2862 8628

Fax No.: (852) 2865 0990

 

END

 

 

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