Notice of EGM

RNS Number : 8498C

Air China Ld

08 May 2012

 



Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

 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 2:00 p.m. on 26 June 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 announcement dated 27 April 2012 issued by the Company.

Ordinary Resolutions:

1.     To consider and approve the satisfaction by the Company of the requirements for the Non-public A Share Issue.

In accordance with the relevant provisions of laws and regulations including the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Administrative Rules Governing Issue of Securities by Listed Companies and the Implementation Rules Concerning the Non-public Issuance of Securities by Listed Companies, and after self inquiry by the Company, the Company is able to satisfy the requirements in relation to the Non-public A Share Issue.

Special Resolutions:

2.     To consider and approve each of the following proposals concerning the Non-public A Share Issue of the Company by the Independent Shareholders:

(1)    Class of Shares and Nominal Value

(2)    Method of Issue

(3)    Target Subscriber and Subscription Method

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(4)    Use of Proceeds

(5)    Pricing Base Day and Issue Price

(6)    Offering Size

(7)    Lock-up Period (8)            Place of Listing

(9)    Accumulated Profit Arrangement

(10)   Effectiveness of the Resolution Approving the Non-public A Share Issue

3.     To consider and approve the feasibility study report on use of proceeds from the Non-public A Share Issue of the Company by the Independent Shareholders.

4.      To consider and approve the report on use of proceeds from previous fund raising activities of the Company by the Independent Shareholders.

5.      To consider and approve the Share Subscription Agreement entered into by and between the Company and CNAHC by the Independent Shareholders.

6.      To consider and approve the authorisation given to the Board, the chairman of the Board and/or any other person authorised by the chairman of the Board to handle all relevant matters relating to the Non-public A Share Issue by the Independent Shareholders.

"To ensure a smooth and orderly implementation of the Non-public A Share Issue by the Company in accordance with laws and regulations including the Company Law of the People's Republic of China and the Securities Law of the People's Republic of China and the articles of association of the Company, the following be and are hereby approved:

(1)    the Board, the chairman of the Board and/or any person authorised by the chairman of the Board be and is hereby authorised to handle all matters relating to the share issue, including but not limited to making specific determination on the method of issue, offering size, issue price, pricing method, target subscribers, timing of issuance and adjustment to the size of the issue as a result of any adjustment to the issue price due to any ex-right or ex-dividend event in respect of the Non-public A Share Issue;

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(2)    the Board, the chairman of the Board and/or any person authorised by the chairman of the Board be and is hereby authorised to determine the engagement of intermediary agencies for the Non-public A Share Issue, to deal with reporting matters, to prepare, produce, amend, refine and execute all documents and information relating to the Non-public A Share Issue, and to sign and deliver all such contracts, agreements and documents relating to the Non-public A Share Issue;

(3)    in the case of any change in policies of regulatory bodies in relation to the Non-public A Share Issue, or any change of market conditions, except where voting at a general meeting is required by any relevant laws and regulations, the articles of association of the Company or any regulatory bodies, the Board, the chairman of the Board and/or any person authorised by the chairman of the Board be and is hereby authorised to make adjustments to the specific proposals for the Non-public A Share Issue;

(4)    the Board, the chairman of the Board and/or any person authorised by the chairman of the Board be and is hereby authorised to carry out fund verification procedures relating to the Non-public A Share Issue;

(5)    the Board, the chairman of the Board and/or any person authorised by the chairman of the Board be and is hereby authorised to establish a designated account for the proceeds raised from the Non-public A Share Issue;

(6)    the Board, the chairman of the Board and/or any person authorised by the chairman of the Board be and is hereby authorised to handle matters such as share registration, lock-up arrangements and listing of the shares and to submit relevant documents upon completion of the Non-public A Share Issue;

(7)    the Board, the chairman of the Board and/or any person authorised by the chairman of the Board be and is hereby authorised, upon completion of the Non-public A Share Issue, to amend the relevant provisions in the articles of association of the Company and attend to relevant approval procedures and to handle registration regarding the alteration of the registered capital of the Company;

(8)    the Board, the chairman of the Board and/or any person authorised by the chairman of the Board be and is hereby authorised to handle all other matters relating to the Non-public A Share Issue; and

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(9)    the authorisations as set forth in items no. 4 to 7 above shall be effective from the date on which this resolution is approved at the EGM until the termination or expiry of the relevant matters, whilst the authorisations under other items shall be effective from the date on which this resolution is approved at the EGM until the expiration of a 6-month period following the approval from the CSRC of the Non-public A Share Issue."

By order of the Board

Air China Limited

                Rao Xinyu           Tam Shuit Mui

Joint Company Secretaries

Beijing, the PRC, 8 May 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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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, 26 May 2012 to Tuesday, 26 June 2012 (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 1712-16, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, by 4:30 p.m. on Friday, 25 May 2012.

Shareholders of the Company whose names appear on the register of members of the Company at the close of business on Friday, 25 May 2012 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 Wednesday, 6 June 2012. 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/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.

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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END

 

 

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