Announcements and Notices - [Notice of EGM/SGM]
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.
中國國際航空股份有限公司
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 11:30 a.m. on Friday, 26 January 2024 at The Conference Room C713, No. 30, Tianzhu Road, Airport Industrial Zone, Shunyi 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 circular of the Company dated 9 January 2024.
1. To consider and approve the resolution in relation to the satisfaction of the Company of the requirements for the Issuance of A Shares to Specific Investor
2. To consider and approve the resolution in relation to the proposal of the Issuance of A Shares to Specific Investor by the Company in 2023
2.1 class and par value of Shares to be issued
2.2 method and time of issuance
2.3 target subscribers and method of subscription
2.4 issue price and pricing method
2.5 number of Shares to be issued
2.6 lock-up arrangement
2.7 listing venue
2.8 arrangement relating to the accumulated undistributed profits prior to this issuance
2.9 amount and use of proceeds
2.10 validity period of the resolution of this issuance
3. To consider and approve the resolution in relation to the preliminary proposal of the Issuance of A Shares to Specific Investor by the Company in 2023
4. To consider and approve the resolution in relation to the discussion and analysis report on the proposal of the Issuance of A Shares to Specific Investor by the Company in 2023
5. To consider and approve the resolution in relation to the feasibility analysis report on the use of proceeds from the Issuance of A Shares to Specific Investor by the Company in 2023
6. To consider and approve the resolution in relation to the dilution of the Company's current return by issuing Shares to specific investors in 2023, the remedial measures and the undertakings made by the relevant entities in respect of such measures
7. To consider and approve the resolution in relation to the report on use of proceeds from previous fund-raising activities of the Company
8. To consider and approve the resolution in relation to the related (connected) transaction concerning the entering into of the conditional A Share Subscription Agreement with specific subscriber by the Company
9. To consider and approve the resolution in relation to the proposal of the Issuance of H Shares to Specific Investor by the Company in 2023
9.1 class and par value of Shares to be issued
9.2 method and time of issuance
9.3 target subscribers and method of subscription
9.4 issue price and pricing method
9.5 number of Shares to be issued
9.6 lock-up arrangement
9.7 amount and use of proceeds
10. To consider and approve the resolution in relation to the related (connected) transaction concerning the entering into of the conditional H Share Subscription Agreement with specific subscriber by the Company
11. To consider and approve the resolution in relation to the authorization by the general meeting to the Board and its authorized person(s) to proceed with relevant matters in respect of the issuance of Shares to specific investors by the Company in their sole discretion
The above resolutions No. 1, No. 6 and No. 7 are ordinary resolutions; the remaining resolutions are special resolutions.
By Order of the Board
Air China Limited
Huang Bin Huen Ho Yin
Joint Company Secretaries
Beijing, the PRC, 9 January 2024
As at the date of this notice, the directors of the Company are Mr. Ma Chongxian, Mr. Wang Mingyuan, Mr. Feng Gang, Mr. Patrick Healy, Mr. Xiao Peng, Mr. Li Fushen*, Mr. He Yun*, Mr. Xu Junxin* and Ms. Winnie Tam Wan-chi*.
* Independent non-executive director of the Company Notes:
1. Closure of register of members
Holders of H Shares of the Company are advised that the register of members of the Company will close from Wednesday, 24 January 2024 to Friday, 26 January 2024 (both days inclusive), during which time no transfer of any H Shares will be effected. In order to qualify for attendance and voting at the EGM, holders of H Shares must lodge all documents of transfer with the Company's H Share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, by 4:30 p.m. on Tuesday, 23 January 2024.
H Shareholders whose names appear on the register of H Shareholders of the Company at the close of business on Tuesday, 23 January 2024 are entitled to attend and vote at the EGM.
2. 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 (or any adjournment thereof). 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.
3. Other businesses
(i) The EGM is expected to last for no more than half a working day. 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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