Notice of EGM

RNS Number : 5622J

Air China Ld

04 December 2008

 



    NOTICE OF EXTRAORDINARY GENERAL MEETING

AIR CHINA LTD

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

(Stock Code: 753)

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 

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

(Stock Code: 753)

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING

Number of shares to which this form of proxy relates (Note1)________________________________

I/We (Note2)_______________________________________________________________________

of _____________________________________________________________________________

being the registered holder(s) of (Note3) _________H Shares in the share capital of Air China Limited (the 'Company') HEREBY APPOINT (Note4) the Chairman of the meeting and/or (Note4)___________

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 Monday, 22 December 2008 at The Conference Room, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC (the 'Meeting') for the purpose of considering and, if thought fit, passing the resolutions (the 'Resolutions') as set out in 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 Resolutions as hereunder indicated or, if no such indication is given, as my/our voting proxy thinks fit. 

ORDINARY RESOLUTIONS		FOR (Note 6)	AGAINST (Note 6)
1.	To consider and approve the appointment of Mr. He Chaofan as a shareholder representative supervisor of the Company
2.	To consider and 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.

SPECIAL RESOLUTION		FOR (Note 6)	AGAINST (Note 6)
3.	To consider the approve the Company's medium-term notes program

Dated this ____________ day of _____________ 2008    Signature (Note 7) ___________________

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.     If you appoint more than one proxy, the voting rights may only be exercised by way of poll.

6.     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. On a show of hands, a member is entitled to one vote. On a poll, 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. Where numbers are referred to in both boxes for the same resolution, the voting proxy will vote on a show of hands according to the box with the larger number or, in case of an equal number in both boxes, the voting proxy will cast his vote at his discretion. 

7.     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.

8.     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, Room 1806-1807, 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). 

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

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

(i)     if this 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 this new proxy form is lodged in accordance with the instructions printed thereon, this 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 this new proxy form is lodged after the closing time set out in the notice of AGM, this 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 this 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 this new proxy form after the specified closing time. If such Shareholders wish to vote at the AGM, they will have to attend in person and vote at the AGM themselves. 

11.     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.

12.     ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

13.     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. 

 

END

 

 

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