GENERAL MANDATE TO ISSUE SHARES & OTHER CIRCULARS
If you are in any doubt as to any aspect of this circular, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares of Air China Limited, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or the transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code:00753)
(I) GENERAL MANDATE TO ISSUE SHARES
(II) GENERAL MANDATE TO ISSUE DEBT FINANCING INSTRUMENTS
(III) PROPOSED PAYMENT OF FINAL DIVIDENDS AND
NOTICE OF ANNUAL GENERAL MEETING
A letter from the Board is set out on pages 3 to 9 of this circular.
A notice convening the annual general meeting of the Company to be held at 2:00 p.m. on Wednesday, 25 May 2016 at The Conference Room One, 29/F, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC, is set out on pages IV-1 to IV-4 of this circular. Whether or not you are able to attend the AGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible but in any event not less than 24 hours before the time appointed for convening the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment should you so wish.
8 April 2016
Page
Definitions 1
Letter from the Board 3
Appendix I - Work Report of the Board of Directors for the Year 2015 I-1
Appendix II - Work Report of the Supervisory Committee for the Year 2015 II-1
Appendix III - 2015 Duty Report of The Independent Non-Executive Directors III-1
Appendix IV - Notice of Annual General Meeting IV-1
In this circular, the following expressions have the following meanings, unless the context requires otherwise:
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"A Shares"
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ordinary shares in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in RMB on the Shanghai Stock Exchange
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"AGM" |
the 2015 annual general meeting of the Company to be held at 2:00 p.m. on Wednesday, 25 May 2016 at The Conference Room One, 29/F, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC, for the Shareholders to consider and approve the resolutions set out in the notice of the annual general meeting
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"Articles of Association" |
the articles of association of the Company
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"Board" |
the board of directors of the Company
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"Company" |
Air China Limited, a company incorporated in the PRC, whose H Shares are listed on the Stock Exchange as its primary listing venue and on the Official List of the UK Listing Authority as its secondary listing venue, and whose A Shares are listed on the Shanghai Stock Exchange
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"CSRC" |
China Securities Regulatory Commission of the PRC
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"Debt Financing Instruments" |
the debt financing instruments denominated in RMB or foreign currencies to be issued by the Company and/or its controlled or wholly-owned subsidiary in one or multiple tranches, including but not limited to corporate bonds, ultra-short-term commercial paper, short-term commercial paper, mid-term notes, domestic non-public targeted debt financing instruments, overseas non-public targeted debt financing instruments and overseas bonds/notes
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"Director(s)" |
the director(s) of the Company
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"Group" |
the Company and its subsidiaries
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"H Shares" |
overseas listed foreign shares of RMB1.00 each in the share capital of the Company
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"Hong Kong" or "HKSAR" |
Hong Kong Special Administrative Region of the PRC
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"Latest Practicable Date" |
means 5 April 2016, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
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"Listing Rules" |
The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
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"PRC" |
the People's Republic of China, excluding, for the purpose of this circular only, Hong Kong, Macau and Taiwan
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"Shareholder(s)" |
registered holder(s) of the shares of the Company
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"Stock Exchange" |
The Stock Exchange of Hong Kong Limited
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"Supervisory Committee" |
the supervisory committee of the Company |
AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code:00753)
Directors:
Non-Executive Directors: Cai Jianjiang (Chairman) Wang Yinxiang
Cao Jianxiong Feng Gang
John Robert Slosar Sai Cheung Shiu, Ian
Executive Directors:
Song Zhiyong (President) Fan Cheng
Independent Non-Executive Directors:
Pan Xiaojiang
To Chi Keung, Simon Hui Hon-chung, Stanley Li Dajin
Registered Address: Blue Sky Mansion 28 Tianzhu Road
Airport Industrial Zone Shunyi District Beijing, PRC
Principal Place of Business in Hong Kong:
5th Floor, CNAC House 12 Tung Fai Road
Hong Kong International Airport Hong Kong
8 April 2016
To the Shareholders
Dear Sir or Madam,
(I) GENERAL MANDATE TO ISSUE SHARES
(II) GENERAL MANDATE TO ISSUE DEBT FINANCING INSTRUMENTS
(III) PROPOSED PAYMENT OF FINAL DIVIDENDS AND
NOTICE OF ANNUAL GENERAL MEETING
I. INTRODUCTION
It is proposed that at the annual general meeting of the Company to be held on Wednesday, 25 May 2016, the notice of which is set out on pages IV-1 to IV-4 of this circular, resolutions will be proposed to, among others, (i) give general mandates to the Directors to issue shares and increase the registered capital of the Company; (ii) give a general mandate to the Directors to issue debt financing instruments; and (iii) approve the proposed payment of final dividends for the year ended 31 December 2015.
II. GENERAL MANDATE TO ISSUE SHARES
In order to ensure flexibility and to give discretion to the Directors in the event that it becomes desirable to issue any shares, a special resolution will be proposed at the AGM to give an unconditional general mandate to the Directors during the Relevant Period (as defined in the accompanying notice of the AGM), to separately or concurrently, allot, issue, and deal with additional A Shares and/or H Shares of the Company and to make or grant offers, agreements or options in respect thereof, with an aggregate nominal value of not exceeding 20% of the aggregate nominal amount of each of the existing A Shares and H Shares of the Company in issue as at the date of the relevant resolution to be proposed and passed at the AGM (the"Share Issue Mandate"). The Share Issue Mandate will lapse at the conclusion of the Relevant Period. The Company shall obtain the approval of the CSRC and other relevant authorities for any issue of new shares under the Share Issue Mandate.
The special resolution will also propose to give a conditional general mandate to the Directors to increase the registered capital of the Company to reflect the issuance of shares authorised under the Share Issue Mandate, and to make such appropriate and necessary amendments to the Articles of Association as they think fit to reflect such increase in the registered capital of the Company and to take any other action and complete any formality required to effect such increase of the registered capital of the Company.
III. GENERAL MANDATE TO ISSUE DEBT FINANCING INSTRUMENTS
1. Background
Given the general mandate to issue debt financing instruments granted by Shareholders at the last annual general meeting will lapse at the conclusion of the AGM, a special resolution will be proposed at the AGM to grant a general mandate to the Directors to issue the Debt Financing Instruments (the "Debt Financing Instrument Issue Mandate").
2. Particulars of Debt Financing Instruments
Particulars regarding the proposed issuance of the Debt Financing Instruments are as follows:
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(i) |
Issuer: |
the Company and/or its wholly-owned or controlled subsidiary |
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(ii) |
Placing arrangement: |
no preferential placement to the Shareholders |
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(iii) |
Issue size: |
the total balance of the Debt Financing Instruments
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(iv) |
Term and type: |
not more than 15 years for one single-term instrument or a portfolio of instruments with various terms |
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(v) |
Use of proceeds: |
the proceeds to be raised from the issuance are intended to be used towards meeting the demand of the Company's operations, adjusting its debt structure, replenishing its working capital and/or funding its capital investments, among others
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(vi) |
Term of validity of the resolution: |
from the date of the passing of the resolution at the AGM to the date of the annual general meeting of the Company for the year ending 31 December 2016 |
If the Board of the Company (including its authorised person) has resolved to issue the Debt Financing Instruments within the term of the Debt Financing Instrument Issue Mandate, it shall be deemed as an extension to the term of the mandate granted to the Board (including its authorised person) in respect of such issue on the general meeting, provided that there is no conflict between the mandate renewed by the Board (including its authorised person) on the general meeting after the expiry of the mandate and the mandate granted to the Board (including its authorised person) in respect of such issue.
3. AUTHORISATION TO THE BOARD
3.1 It is proposed to the Shareholders at the AGM to authorise the Board, generally and unconditionally, to deal with the following in accordance with the specific needs of the Company and market conditions:
(i) to determine the issuer, issue size, type, specific instruments, detailed terms, conditions and other matters relating to the issuance (including, but not limited to, the issue size, principle amount, currency, issue price, interest rate or mechanism for determining the interest rate, issue place, issue timing, term, whether or not to issue in multiple tranches and number of tranches, whether or not to set repurchase or redemption terms, credit rating, guarantee, repayment term, specific fund-raising arrangements, detailed placing arrangements, underwriting arrangements and all other matters relating to the issuance) within the scope approved at a general meeting;
(ii) to carry out all necessary and ancillary actions and procedures (including, but not limited to, select and engage intermediary institutions, handle all approval, registration and filing procedures with the relevant regulatory authorities in connection with the issuance on behalf of the Company, execute all necessary documents, select bonds trustee manager for the issuance, formulate rules for the bondholders' meeting and handle any other matters relating to the issuance and trading);
(iii) to approve, confirm and ratify any action or procedure relating to the issuance as mentioned above already taken by the Company;
(i)
(iv) to make adjustments to the specific proposals for the issuance in accordance with the comments from the relevant regulatory authorities or the market conditions within the authority granted at a general meeting, in the case of any change in policies of regulatory bodies in relation to the issuance, or any change of market conditions, except where voting at a general meeting is required by any relevant laws and regulations and the articles of association of the Company;
(v) to determine and handle all relevant matters relating to the listing of the Debt Financing Instruments upon the completion of the issuance;
(vi) in the case of issuance of corporate bonds, to determine not to distribute dividends to the Shareholders to safeguard repayment of debts as required under the relevant laws and regulations in the event that the Company expects to, or does fail to pay the principal and/or coupon interests of such bonds as they fall due; and
(vii) to approve, execute and dispatch any announcements or circulars relating to the issuance and make any related disclosure in accordance with the listing rules of the relevant jurisdictions where the shares of the Company are listed.
3.2 Upon the approval of paragraph 3.1 above at the AGM, it is proposed that the Shareholders shall authorise the Board to delegate the authorisations set forth in items (i) to (vi) of paragraph 3.1 above to the president and/or the general accountant of the Company.
3.3 Upon the approval of paragraph 3.1 above at the AGM, it is proposed that the Shareholders shall authorise the Board to delegate the authorisation set forth in item (vii) of paragraph 3.1 above to the secretary of the Board.
IV. PROPOSED PAYMENT OF FINAL DIVIDENDS
Reference is made to the results announcement of the Company dated 30 March 2016 in respect of the recommended payment of a final dividend of RMB1.0700 (including tax) per ten shares for the year ended 31 December 2015.
Based on the 2015 profit distribution plan of the Company, the Board recommends the appropriation of 10% of the discretionary surplus reserve and the payment of a cash dividend of RMB1.0700 (including tax) for every ten shares for the year ended 31 December 2015, totalling approximately RMB1,400 million based on the total issued shares of 13,084,751,004 shares of the Company as of the Latest Practicable Date.
The proposed payment of the 2015 final dividends is subject to Shareholders' approval at the AGM. Dividends payable to the Shareholders shall be denominated and declared in Renminbi. Dividends payable to the holders of A Shares shall be paid in Renminbi while dividends payable to the holders of H Shares shall be paid in Hong Kong dollars. The amount of Hong Kong dollars payable shall be calculated on the basis of the average of the middle rate of Renminbi to Hong Kong dollars as announced by the People's Bank of China for the calendar week prior to the declaration of the 2015 final dividends (if approved) at the AGM.
The Company proposed to pay the aforesaid dividends on 30 June 2016. For shares listed on the Stock Exchange (H Shares), the dividends shall be paid to Shareholders whose names appear on the register of members of the Company at the close of business on 31 May 2016. The register of members of the Company will be closed from 1 June 2016 to 6 June 2015 (both dates inclusive) during which period no transfer of H Shares of the Company will be registered. For shares listed on the Shanghai Stock Exchange (A Shares), the dividends shall be paid to Shareholders whose names appear on the register of members of the Company at the close of business on 29 June 2016. The ex-dividend date of A Shares is 30 June 2016.
In accordance with the "Enterprise Income Tax Law of the People's Republic of China" (《中華人民共和國企業所得稅法》) and the "Rules for the Implementation of the Enterprise Income Tax Law of the People's Republic of China" (《中華人民共和國企業所得稅法實施條例》), both implemented on 1 January 2008 and the "Notice of the State Administration of Taxation on Issues Relevant to the Withholding of Enterprise Income Tax on Dividends Paid by PRC Enterprises to Offshore Non-resident Enterprise Holders of H Shares" (Guo Shui Han[2008] No. 897) (《關於中國居民企業向境外H股非居民企業股東派發股息代扣代繳企業所得稅有關問題的通知》(國稅函[2008]897號)) promulgated on 6 November 2008, the Company is obliged to withhold and pay PRC enterprise income tax on behalf of non-resident enterprise shareholders at a tax rate of 10% from 2008 onwards when the Company distributes any dividends to nonresident enterprise shareholders whose names appear on the register of members of H Shares of the Company. As such, any H shares of the Company which are not registered in the name(s) of individual(s) (which, for this purpose, includes shares registered in the name of HKSCC Nominees Limited, other nominees, trustees, or other organisations or groups) shall be deemed to be H shares held by non-resident enterprise shareholder(s), and the PRC enterprise income tax shall be withheld from any dividends payable thereon. Non-resident enterprise shareholders may wish to apply for a tax refund (if any) in accordance with the relevant requirements, such as tax agreements (arrangements), upon receipt of any dividends.
In accordance with the "Circular on Certain Issues Concerning the Policies of Individual Income Tax" (Cai Shui Zi [1994] No. 020) ( 《關於個人所得稅若干政策問題的通知》(財稅字[1994]020號)) promulgated by the Ministry of Finance and the State Administration of Taxation on 13 May 1994, overseas individuals are, as an interim measure, exempted from the PRC individual income tax for dividends or bonuses received from foreign-invested enterprises. As the Company is a foreign-invested enterprise, the Company will not withhold and pay the individual income tax on behalf of individual shareholders when the Company distributes the 2014 final dividends to individual shareholders whose names appear on the register of members of H shares of the Company.
Pursuant to the Circular on Tax Policies concerning the Pilot Programme of the Shanghai and Hong Kong Stock Market Trading Interconnection Mechanism promulgated on 17 November 2014(Cai Shui Zi [2014]81):
The Company is obliged to withhold PRC personal income tax on behalf of resident Shareholders at a tax rate of 20% when the Company distributes the 2015 final dividends to individual investors who invest in the Company's H share via Shanghai-Hong Kong Stock Connect. Where individual investors have already paid foreign withholding taxes for such income, investors may apply to the competent tax authorities of China Securities Depository and Clearing Corporation Limited for foreign tax credit with valid tax withholding certificates. The Company is obliged to pay RRC personal income tax on behalf of Mainland securities investment funds investing in H Shares of the Company through Shanghai-Hong Kong Stock Connect when the Company distributes the 2015 final dividends; and
The Company will not withhold income tax on behalf of Mainland enterprise investors investing in H Shares of the Company through Shanghai-Hong Kong Stock Connect when the Company distributes the 2015 final dividends. The Mainland enterprise investors shall report the income and make tax payment by themselves.
Shareholders are recommended to consult their tax advisors regarding the ownership and disposal of H shares of the Company in the PRC and in Hong Kong and other tax effects.
V. WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2015
An ordinary resolution will be proposed at the AGM to approve the work report of the Board for the year 2015, the full text of which is set out in Appendix I to this circular.
VI. WORK REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR 2015
An ordinary resolution will be proposed at the AGM to approve the work report of the Supervisory Committee for the year 2015, the full text of which is set out in Appendix II to this circular.
VII. RECOMMENDATION
The Directors consider that the proposed resolutions set out in the notice of the AGM are in the best interests of the Company and the Shareholders as a whole and accordingly recommend the Shareholders to vote in favour of all the resolutions at the AGM.
VIII. DUTY REPORT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS
At the AGM, the Shareholders will be presented with the duty report of the independent non- executive Directors of the Company for the year 2015, the full text of which is set out in Appendix III to this circular.
IX. AGM
The Company will convene the AGM at The Conference Room One, 29/F, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC at 2:00 p.m. on Wednesday, 25 May 2016. A notice of AGM, a form of proxy and an attendance notice will be dispatched to the Shareholders in accordance with the Listing Rules on Friday, 8 April 2016. The notice of AGM is reproduced on pages IV-1 to IV-4 of this circular.
Whether or not you intend to attend the AGM, you are requested to complete and return the form of proxy in accordance with the instruction printed thereon. If you intend to attend the AGM, 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 Thursday, 5 May 2016.
Completion and return of the form(s) of proxy will not preclude you from attending and voting in person at the meetings or at any adjournment should you so wish and completion and return of the notice of attendance do not affect the right of a shareholder to attend the respective meeting.
X. GENERAL INFORMATION
The Company will close its register of members and suspend the registration of transfer of shares from Monday, 25 April 2016 to Wednesday, 25 May 2016 (both days inclusive) in order to determine the Shareholders list of the Company who will be entitled to attend and vote at the AGM.
Shareholders of the Company whose names appear on the register of members of the Company on the close of business of Friday, 22 April 2016 may attend the AGM after completing the registration procedures. In order to qualify for attendance at the AGM, 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 4:30 p.m. on Friday, 22 April 2016.
Shareholders who intend to attend the AGM have to deliver the notice of attendance to the Company's H share registrar, Computershare Hong Kong Investor Services Limited in person or by post or fax on or before Thursday, 5 May 2016.
By order of the Board Cai Jianjiang Chairman
Beijing, the PRC
In 2015, the global economy recovery continued to be weak, while the Chinese economy was in the process of transformation and upgrading. The global aviation passenger market was strong and China's civil aviation industry maintained double-digit growth, while the global cargo market remained slack. The Board made well-grounded judgments on the situation, led the management to cope with challenges through reforms and innovations, and maintained stable progress and achieved satisfactory results in terms of, among other things, safety, efficiency, service and management. With regard to corporate governance, the Board earnestly performed the duties conferred upon it by the listing rules as well as the Articles of Association of Air China Limited (hereinafter referred to as"Articles of Association"), the Rules of Procedures for the Shareholders' General Meeting and the Rules of Procedures for Meetings of the Board, and constantly enhanced its decision-making capability and efficiency in the interests of the Shareholders and the Company as a whole. The Board hereby presents the work report for the year 2015 as follows:
I. CONVENING THE GENERAL MEETINGS TO SAFEGUARD THE INTERESTS OF OUR SHAREHOLDERS.
As proposed by the Board, two general meetings were held. The general meetings were organized and convened in accordance with the provisions of the Articles of Association and the Rules of Procedures for the Shareholders' General Meeting, ensuring the participation rights and voting rights of minority shareholders. 15 resolutions were passed at the meetings, including the approvals of the Company's 2014 work report of the Board, the work report of the Supervisory Committee, financial report and the profit distribution plan, the reappointment of auditors, the election of independent non-executive directors, the general mandate to issue shares and debt financing instruments, Articles of Association (Amendment), Rules of Procedures for the Shareholders' General Meeting (Amendment), Rules of Procedures for Meetings of the Board of Directors (Amendment), the shareholder returns plan for the Company in the next three years (2015 to 2017), the financial services framework agreements entered into by the Company and each of China National Aviation Finance Co., Ltd, China National Aviation Finance Co., Ltd and China National Aviation Holding Company and the relevant annual caps thereunder, and the continuing connected transactions framework agreement for 2016 to 2018 entered into by the Company and China National Aviation Holding Company and its specialized company and the application for annual caps for the transactions of the relevant years thereunder, as well as the authorisation to the Board and the management to implement certain of the approved matters mentioned above.
The Board has diligently implemented the resolutions of the general meetings, including the distribution of the 2014 final dividends, the appointment of two independent non-executive directors nominated in the general meetings, determining the audit service fees of the annual auditors, filing the amendments to Articles of Association and implementing the financial services framework agreements (being one between the Company and China National Aviation Finance Co., Ltd and the other one between China National Aviation Finance Co., Ltd and China National Aviation Holding Company). As at 31 December 2015, all resolutions passed at the general meetings had been implemented.
II. THE DIRECTORS DILIGENTLY ATTENDED THE BOARD MEETINGS AND PERFORMED THEIR DUTIES OF DECISION-MAKING.
In 2015, the Board held 11 meetings and considered and approved a total of 47 motions, including, among others, annual financial plans, the capital expenditure plans, regular reports, profit distribution scheme, the nomination of independent non-executive directors candidates, the amendments to Articles of Associate, the Rules of Procedures for the Shareholders' General Meeting and the Rules of Procedures for Meetings of the Board of Directors, the non-public offering of A Shares and matters relating to the shareholding structure. The meetings were all called and convened in accordance with the provisions of the Articles of Association and the Rules of Procedures for Meetings of the Board, and the procedures and agenda of the meetings were reasonable and efficient. In order to ensure the quality and efficiency of the decision-making process, the Directors would review and study the proposals before the meetings, and communicate with the management or the relevant departments when necessary, or hold meetings before the meetings of the Board to discuss the matter thoroughly. The Directors tried their best to be present, or attend the meetings via electronic means. In each meeting, the Directors would discuss the proposals thoroughly and actively participate in the decision-making process.
While performing their duties in a diligent manner, the Board also attached great importance to tracking and monitoring the implementation of their resolutions. The Board would regularly review the report on implementation of the Board's resolutions submitted by the management, to keep itself abreast of the progress of resolution implementation, and the issues arising therefrom, and come up with requirements on the following steps. Based on the reports on the implementation of the Board's resolutions in 2015, we believed that most of them have been properly implemented, while the rest is in the process of implementation.
III. THE SPECIAL COMMITTEES PERFORMING THEIR DUTIES DILIGENTLY IN ASSISTING THE BOARD OF DIRECTORS IN DECISION-MAKING.
The special committees under the Board are supporting bodies whose duties are to ensure the effective decision-making process of the Board, mainly by holding committee meetings, attending important meetings at the corporate level and hearings of special reports.
During the year, the Audit and Risk Management Committee held eight meetings, reviewed and approved the following motions: the regular reports on financial accounts of the Company, the financial plans, the capital expenditure plans, the reappointment of auditors, the implementation of a new accounting standard of"Presentation of financial instruments", the provision for impairment of assets of four aircraft, the internal control review report and audit report, connected transactions, the amendments to the related system of fuel hedging, the Shareholder returns plan for the Company in the next three years (2015 to 2017) and the non-public offering of A Shares. The Audit and Risk Management Committee also made approval recommendations to the Board. In addition, the Audit and Risk Management Committee heard the following specialized reports, the Company's annual audit work summary of 2014 and the annual audit plans of 2015, the auditors' work summary report, the Company's internal control self-assessment work program and the internal control audit plan of 2015, the comparison and inspection interim report of the Audit and Risk Management Committee.
The Nomination and Remuneration Committee held two meetings, reviewed the independent non- executive directors candidates and made recommendation to the Board. For the resignation of Mr. Yang Yuzhong as independent non-executive director and the retirement of Mr. Fu Yang as independent non- executive director on the expiry of his terms, the Nomination and Remuneration Committee developed a work plan in advance and timely followed up the election process for the new independent non-executive director candidates. In accordance with the provisions of relevant laws and regulations and the Articles of Association, the review and nomination process of Mr. Stanley Hui Hon-chung and Mr. Li Dajin serving as the independent non-executive director candidates was strictly performed. After being approved by the Board and on the general meeting, Mr. Stanley Hui Hon-chung and Mr. Li Dajin became the Company's independent non-executive directors and timely completed the transfer of the old and new independent non- executive directors and protected the integrity and compliance of the operational structure of the Board.
The Strategy and Investment Committee held four meetings, on which it considered and approved the annual capital expenditure plans of the Company, the introduction of 46 aircraft of the B737 series by Shenzhen Airlines Company Limited, the related resolutions on the Company's non-public offering of A Shares and the adjusted non-public offering of A Shares, as well as making recommendation to the Board. In addition, the special committees actively attended the semi-annual, annual meetings and other meetings of the Company to hear the report of the management on production and operation and profitability related issues, so as to catch up with the Company's strategy implementation and the implementation progress of major matter, to better perform their duties and provide supports.
IV. CONSTANTLY OPTIMISING OUR CORPORATE GOVERNANCE SYSTEM, AND CONSOLIDATING THE FOUNDATION FOR CORPORATE GOVERNANCE.
On one hand, we set up rules and established systems to improve the corporate governance system of the Company. In 2015, according to the regulatory requirement and the changing conditions, and based on the Company's actual needs, we amended the Articles of Association, by adding provisions on the profit distribution policy and the protection of the interests of small investors and revised the related provisions in the Rules of Procedures for the Shareholders' General Meeting and the Rules of Procedures for Meetings of the Board accordingly. The revised corporate governance system not only met the regulatory requirements but also enhanced the applicability and operability of the system by addressing the actual situation of the Company. On the other hand, we carried out the interim compliance review of the Audit and Risk Management Committee. The review results showed that the Audit and Risk Management Committee was able to comply with the domestic and foreign regulatory requirements and the company policy, thereby maintaining proper functioning and being able to implement most of its working plans. However, there were also deficiency in the internal audit functions and the management of auditors providing non-audit services. For the issues identified, the Audit and Risk Management Committee had made a rectification plan and instructed relevant departments to complete the rectification. Thirdly, in accordance with the Listing Rules, we held a meeting of Chairman and non-executive Directors in the absence of the management. The participating non-executive Directors, especially independent non-executive Directors, offered their valuable opinions and suggestions on the Company's strategy, internal control and risk management, service, marketing and other issues. The Chairman attached great importance to the valuable advice and suggestions made by the independent non-executive Directors and has forwarded the suggestions to the Company's senior management for research and implementation.
V. PROVIDING DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT WITH METHODICAL TRAINING, THUS CONTINUOUSLY ENHANCING THEIR PERFORMANCE OF DUTIES.
In order to ensure that the Directors, supervisors and senior management fully comprehend the latest regulatory policies and to enhance their performance of duties, during the year, Ms. Wang Yinxiang, Mr. Cao Jianxiong, Mr. Feng Gang and Mr. Fan Cheng, the Company's Directors, and Mr. Li Qinglin, Mr. He Chaofan, Mr. Zhou Feng, Ms. Xiao Yanjun and Mr. Shen Zhen, the Company's supervisors, participated in the special trainings of Directors and supervisors organized by the Beijing branch of China Securities Regulatory Commission in batches, and their training records were filed in the integrity system of senior management in the Beijing branch of China Securities Regulatory Commission; Mr. Stanley Hui Hon-chung and Mr. Pan Xiaojiang, our independent non-executive Directors, participated in the qualification training for independent non-executive directors and the follow-up training for independent non-executive directors of Shanghai Stock Exchange and obtained training certifications, respectively; Mr. Xiao Feng, the Company's general accountant, participated in the follow-up training for chief financial officers of Shanghai Stock Exchange and completed the annual training task for chief financial officers. By participating in the training, the Company's Directors, supervisors and senior management grasp the latest regulatory policies, regulatory situation and the latest developments, thus continuously enhance their performance of their duties.
VI. CONTINUING TO STRENGTHEN THE DISCLOSURE QUALITY AND ENHANCING THE DISCLOSURE MANAGEMENT LEVEL.
In 2015, the Board completed the preparation of periodic reports, namely the 2014 annual report, the first and third quarterly reports of 2015 and the 2015 interim report and the disclosures in the capital markets of Mainland China, Hong Kong, London and Japan, all with high quality and as scheduled. Under the premise that the information disclosed is true, accurate and complete, we carefully checked the contents of the domestic and foreign reports and ensured the consistency and fairness of the contents disclosed. Meanwhile, we carefully analysed the market focus and actively showed the advantages and operating characteristics of the Company in periodic reports, to allow the market to have a more comprehensive understanding of the Company. We published 52 domestic extraordinary announcements, 57 overseas announcements and five circulars in relation to, among others, the resolutions of the Board, the resolutions of the Supervisory Committee, the 2014 Annual General Meeting and the First Extraordinary General Meeting of 2015 and other general meeting matters, the non-public offering and the capital increase in the Company's shares by the China National Aviation Holding Company and other changes in share capital matters, the purchase of Boeing aircraft by Shenzhen Airlines, our holding subsidiary, the continuing connected transactions with China National Aviation Finance Co., Ltd and with the China National Aviation Holding Company and other major transactions and continuing connected transactions, the resignation and appointment of independent non-executive directors and other changes in personnel matters, the redemption, dividends payment and follow-up rating of 2005 Air China bonds, the Company's 2012 bonds and 2012 notes and other bonds issues, provisions for the 2014 impairment allowances and reversal of bad debts, the estimated increase of results of the first and third quarter and interim results in 2015 and the annual cash dividend implementation and other operating result matters, the management regulations promulgated for the system of fuel hedging, as well as two stock fluctuations and one market rumor and other capital market clarification matters.
In respect of the disclosure management, in accordance with changes in regulatory rules in recent years, the Company revised the work processes of annual reports and interim reports and consolidated the basis for the preparation of periodic reports. According to the the special requirements of the dividends for Shanghai-Hong Kong Stock Connect, the work process for dividends payment was further adjusted and the work efficiency for dividends payment was improved. We strengthened the audit management of temporary announcements and set up the audit system with hierarchical accountability. We also focus on the reviews of similar announcements and improved the quality of temporary announcements.
In 2015, in a review conducted by the Shanghai Stock Exchange on information disclosure of listed companies, the Company was rated"A", the highest level, which again demonstrated its good reputation of compliance and integrity in the market.
VII. CLOSELY COMMUNICATING WITH INVESTORS AND IMPROVING THE INVESTOR RELATIONS MANAGEMENT.
The Board attaches great importance to investor relations management. The international oil prices running low in 2015 has brought certain relief of cost pressure for the airline companies, but RMB exchange rate fluctuations have made the domestic airline industry suffer great challenge. Coupled with the upheaval of the domestic stock market, we need to pay special attention to the supply and demand balance and earnings situation cause by the significant increase from the capital market to the industry, especially international capacity. The Company continued to strengthen and improve the investor relations and increase in-depth communications with investors. In addition to periodic results and roadshows, the Company actively participated in the investment conferences held by major investment banks at home and abroad. With their professional platform and extensive customer resources, we conducted one-on-one introduction, communication and interaction with many domestic and foreign investors, answer the customers' concerns, timely update the progress of our business and passed the Company's strategic development information. The Company also actively host institution research and investor visits, organized investor conference call, arrange a reverse roadshow for brokerage customers, in order to keep communicating with the investors, help them realize the sound operation of style and competitive advantage of the Company and enhance their confidence in the Company. Meanwhile, we understood the capital movements through the exchange of views, collected valuable suggestions and timely forwarded them to the senior management.
The Company continued to improve the construction and maintenance of the investor relations page on the official website. We invited domestic and foreign financial advice companies to professionally assess the website, discuss improvement plans, add a column of"recent concerns" which were generally concerned by the investors, to facilitate the ready access for the investors to our replies to the latest questions and enhance the Company's good image in the capital market.
VIII. PROMOTING THE CONSTRUCTION OF INTERNAL CONTROL SYSTEM.
In 2015, the Board supervised and guided the Company, based on the overall development needs of the business and focus on preventing risks and improving efficiency, to push forward the construction of the Company's internal control system in compliance with regulations and in a comprehensive and scientific way. The Company strictly implemented Administrative Measures of Evaluation on the Internal Control of Air China Limited and fulfilled the requirements of the self-assessment of internal control of listed
companies in"Basic Norms for Enterprise Internal Control" and"Internal Control Assessment Guidelines", to lay foundation for the Company's sound operation and sustainable development. We carry out a comprehensive formulation, revision and abolishment work on the rules and regulations of the Company and subsidiaries. We revised the Financial Internal Control Manual of Air China Limited and complemented the Rules for the Implementation of Internal Audit of Air China Limited and other inspection and supervision systems, to further ensure the standardization, normalization and scientification. Based on the historic scope of self-assessment of internal control, we included investment companies into the scope of the evaluation of internal control for the first time. Meanwhile we put down the self-assessment to marketing agencies and further improve the comprehensiveness and integrity of the internal control efforts.
IX. CONTINUING TO FULFIL CORPORATE SOCIAL RESPONSIBILITY.
The Directors are always committed to fulfilling social responsibility and developing together in harmony on an informed, conscientious and due diligence basis. We strive to enhance our comprehensive competitiveness and improve our ability to serve economic and social development.
In 2015, we implemented the national strategies of"One Belt and One Road" and"Going Global", focusing on the improvement of route networks and market layout. We built a brand with safety and was awarded Diamond Flight Safety Award by the Civil Aviation Administration of China. We strive to constantly improve our service quality and maintain a high level of passenger satisfaction. We adhere to the concept of"Green Operations and Sustainable Development" and completed the preparation of Management Handbook for Energy Saving and"Thirteen Five" Plans for Energy Saving. We continue to optimise the functions of employee service centers and enhance overall employee satisfaction. We take public responsibility as our responsibility and strictly undertook domestic and international disaster relief, emergency personnel evacuation and special charter flights for major events and other major emergency air transport tasks.
In 2015, the Board performed its duties in a diligent and pragmatic manner, fulfilling all its responsibilities and effectively enhancing the level of our corporate governance. In 2016, the Board will concentrate its efforts on enhancing its well-informed decision-making capacity, diligently organise the general meetings and the Board meetings, adequately and effectively perform all its functions, and continue to search for well-developed corporate governance practices, so as to further improve its operational efficiency, enhance our corporate governance and create greater value for our Shareholders.
Board of Directors
Air China Limited
30 March 2016
In 2015 with the concerted efforts of all supervisors, the Supervisory Committee of the Company diligently performed its duties stipulated in the PRC Company Law and applicable laws and regulations, the Company's Articles of Association and the Rules of Procedures for the Supervisory Committee. To safeguard the best interests of all Shareholders, the Supervisory Committee of the Company also convened and attended relevant meetings. Through these means, the Committee managed to understand the major decisions made by the Company, supervised the legal compliance of the Company's operations and the performance of duties by the Board and its members as well as the senior management, and accomplished all working missions set out in the beginning of the year. The work performed by the Supervisory Committee in 2015 is presented as follows:
I. MEETINGS OF THE SUPERVISORY COMMITTEE
In 2015, in accordance with relevant laws and regulations, the Supervisory Committee convened seven meetings as of 31 December 2015, at which it studied and deliberated various important matters and approved 22 proposals, thereby diligently performing its supervision duties and contributing to the completion of production targets and the implementation of strategies of the Company. The details of the meetings are as follows:
The 8th meeting of the fourth session of the Supervisory Committee held on 16 January 2015 considered and approved the Company's 2015 financial plan (including the cash flow and fund-raising plan) and capital expenditure plan.
The 9th meeting of the fourth session of the Supervisory Committee held on 25 March 2015 considered and approved the 2014 work report of the Supervisory Committee, the work report of the Board, the 2014 annual report (including the financial statements), the statement of the implementation of connected transactions for 2014, the special explanation on the receivables from controlling shareholders and related parties for 2014, the implementation of new Accounting Standard for Presentation of Financial Instruments, 2014 profit distribution proposal, 2014 internal control evaluation report and internal control audit report.
The 10th meeting of the fourth session of the Supervisory Committee held on 28 April 2015 considered and approved the Company's first quarterly report of 2015 (including the financial statements), and the entering into of the Financial Services Framework Agreements between the Company and China National Aviation Finance Co., Ltd, and between China National Aviation Finance Co., Ltd and China National Aviation Holding Company, respectively.
The 11th meeting of the fourth session of the Supervisory Committee held on 27 July 2015 considered and approved the non-public issuance of A shares by the Company, the feasibility report for the use of proceeds raised from the non-public issuance of share, report on the use of proceeds from the previous capital raising activity, the entering into of conditional Share Subscription Agreements with selected targets by the Company, and the returns to Shareholders of the Company in the next three years (2015 to 2017).
The 12th meeting of the fourth session of the Supervisory Committee held on 27 August 2015 considered and approved the Company's interim report of 2015 (including the financial statements).
The 13th meeting of the fourth session of the Supervisory Committee held on 29 October 2015 considered and approved the Company's third quarterly report of 2015 (including the financial statements), the amendment of the system related to fuel hedging business, the entering into of the 2016-2018 Continuing Connected Transactions Framework Agreement between the Company, China National Aviation Holding Company and its specialised companies, and the application of relevant annual caps.
The 14th meeting of the fourth session of the Supervisory Committee held on 10 December 2015 considered and approved the resolution of the adjusted non-public issuance of A Shares, including the proposal of non-public issuance of A Shares, the feasibility report for the use of proceeds raised from the non-public issuance of share, and the entering into of conditional Share Subscription Agreements with selected targets by the Company.
In addition, we attended two general meetings and sat in on 11 Board meetings, thereby effectively performing supervision of the procedures for convening general meetings and board meetings as well as the procedures for reviewing and voting at the meetings. During the year, members of the Supervisory Committee reinforced the performance of its duty to supervise the Company's management by attending the Company's interim and annual work meetings and hearing the report of the Company's management on production operations and financial benefits.
II. EVALUATION OF DIRECTORS' PERFORMANCE BY THE SUPERVISORY COMMITTEE
In 2015, on the basis of daily supervision, the Supervisory Committee conducted evaluation of directors' performance on an annual basis. Members of the Supervisory Committee carefully reviewed the 2014 work report of the Board and organised an assessment of performance of Directors. The Supervisory Committee considered that members of the Board were able to comply with the laws, regulations and the Articles of Association, were honest and trustworthy, faithfully performed their duties, consciously accepted supervision, and actively safeguarded the interests of the Company, Shareholders, employees and other stakeholders. Members of the Board exercised their rights within the scope of their functions and powers, giving full play to their own expertise, and expressing opinions independently and objectively. The evaluation result is positive. The monitoring and evaluation of the performance of Directors by the Supervisory Committee has played a positive role in driving the Board to efficiently perform their duties in accordance with laws and improving the Company's corporate governance mechanism.
III. ATTENDING TRAINING BY THE SUPERVISORY COMMITTEE
To continuously improve the executing ability of supervisors and strengthen their capabilities, the Supervisory Committee attaches great importance to the on-going learning and training. In this year, we participated in the special training courses for Directors and supervisors held by Beijing Securities Regulatory Bureau in batches. We kept abreast of the development and focus of the regulatory rules, the latest economic condition and regulatory environment, and constantly enhanced the performance and capability of supervisors after the training.
V. SPECIAL OPINIONS OF THE SUPERVISORY COMMITTEE
(i) Independent opinions on the operation of the Company in accordance with laws
In this year, the Supervisory Committee conducted supervision on the compliance of decision making procedures of the Company's general meetings and the Board in accordance with the relevant laws, regulations and the Articles of Association, and reviewed the implementation of the resolutions adopted at the shareholders' general meeting and the performance of members of the Board and management of the Company. The Supervisory Committee is of the view that the Company has complied with the relevant laws and regulations, with legitimate decision-making procedures and complete internal control system; the Company has formed the restriction, linkage and counterbalance among the authority organ, decision-making mechanism, execution organ and supervisory authority. The Directors and senior management were found to be under no violation of laws, regulations and Articles of Association in performing their duties, nor were they found to have committed any acts harmful to the interests of the Company and Shareholders. The information disclosed by the Company was true, accurate and complete, prompt and fair, and there was no misleading and false information.
(ii) Independent opinions on the inspection of the financial condition of the Company
In 2015, the Supervisory Committee believed that the standard unqualified annual auditor's report issued by the accounting firms gave a true view of the financial position and operating results of the Company after they focused on considering the annual report 2014 (including the financial statements). In addition, the first and third quarterly and interim reports 2015 were approved.
(iii) Independent opinions on the connected transactions of the Company
In this year, the entering into of Financial Services Framework Agreements between the Company and China National Aviation Finance Co., Ltd and between China National Aviation Finance Co., Ltd and China National Aviation Holding Company, respectively, the entering into of 2016-2018 Continuing Connected Transactions Framework Agreement between the Company, China National Aviation Holding Company and its specialized companies, the application of relevant annual caps, and the entering into of the conditional Share Subscription Agreement between the Company and China National Aviation Holding Company constituted the connected transactions of the Company. After considering the connected transactions mentioned above and the implementation of the connected transactions of the Company in the preceding year, the Supervisory Committee believed that the connected transactions between the Company and the connected persons were conducted in the ordinary course of business of the Company and were on normal commercial terms. The rights and obligations of all relevant parties were determined by agreements on an arm's length basis, and the transaction prices were fair and reasonable and the relevant transactions were conducted in line with business practice. Directors and Shareholders who had an interest in the transactions had abstained from voting; the voting procedure was legitimate and valid, and there was no action that has prejudiced the interests of the Shareholders as a whole
(iv) Reviews and opinions on the internal control self-evaluation report
During the year, after considering the 2014 internal control evaluation report of the Company and the internal control auditor's report issued by the internal control auditor, the Supervisory Committee believed that the internal control evaluation report of the Company gave a true and accurate view of the internal control situation of the Company.
(v) Opinions on the implementation of registration and administration system for persons with insider information sources
According to the Rules for the Management of Insider Information, the Company registered and filed the matters related to insider information. The Supervisory Committee did not identify any situation where the Directors, supervisors, senior management and relevant persons with insider information sources traded shares using insider information prior to the disclosure of the major sensitive information which could affect the Company's share price.
In 2016, the Supervisory Committee diligently exercised its functions of inspection and supervision, so as to bring into full play the role of the Supervisory Committee and make new contributions to improving the Company's corporate governance and fostering the Company's sustainable and healthy development.
The Supervisory Committee
Air China Limited
30 March 2016
Being the independent non-executive directors of Air China Limited (the"Company"), we have diligently carried out our duties and functions and provided objective opinions in strict compliance with the PRC Company Law, the PRC Securities Law, the Guidelines on the Establishment of Independent Directorship of Listed Companies, the Code of Corporate Governance for Listed Companies, the listing rules of both the domestic and overseas listing venues of the Company, as well as the relevant requirements of the Articles of Association and the Work Procedures of Independent Directors of the Company, thereby protecting the overall interests of the Company as well as the legitimate interests of all shareholders, especially those of its minority shareholders. Our performance of duties and functions in 2015 is hereby reported as follows:
I. BASIC INFORMATION OF INDEPENDENT NON-EXECUTIVE DIRECTORS
The Board currently has four independent non-executive directors, more than one-third of the number of Board members, who are professionals in the legal, finance and management areas. The proportion of independent non-executive directors and professional qualification comply with the requirements of relevant laws and regulations. Biographies of the current independent non-executive directors are as follows:
Mr. Fu Yang, aged 66, previously served as deputy director of the Economic Law Office of the National People's Congress Law Committee, vice president of the third, fourth and fifth sessions of the All China Lawyers Association, a visiting professor of the Center for Environment Law at the Law School of Renmin University of China. He is a partner and the director of Kang Da Law Firm in Beijing. He is also an arbitrator of China International Economics and Trade Arbitration Commission. Mr. Fu has been serving as an independent non-executive director of the Company from June 2009 to December 2015.
Mr. Yang Yuzhong, aged 71, graduated from Beijing Aeronautical Institute majoring in aircraft design and manufacturing. Mr. Yang served as Deputy General Manager of China Aviation Industry Corporation I from July 1999 to July 2006, as well as head of Chinese Aeronautical Establishment and chairman of Commercial Aircraft Corporation of China, Ltd. during the same period. He has been a consultant of Aviation Industry Corporation of China since August 2006. He served as an independent non- executive director of China National Materials Company Limited from June 2007 to December 2009 and that of China South Locomotive & Rolling Stock Corporation Limited from December 2007 to June 2014. Mr. Yang also served as an external director of China National Materials Group Corporation Ltd. since December 2009. Mr. Yang has been serving as an independent non-executive director of the Company from May 2011 to May 2015.
Mr. Pan Xiaojiang, aged 63, holds a Ph.D. degree in Management from Tsinghua University and is a senior economist and China Certified Public Accountant. He has served as Deputy Director of the Accounting Management Department of the Ministry of Finance ("MOF"); Deputy Director of Chinese Institute of Certified Public Accountants; Deputy Director, Director and Deputy Director-general of the World Bank Department of the MOF; and Deputy Director-general of the International Department of the MOF. Mr. Pan was appointed as supervisor and office deputy director of the supervisory committee of Bank of China in July 2000, supervisor and office director of the supervisory committee of Bank of China in November 2001 and supervisor and office director of the supervisory committee of Agricultural Bank of China in July 2003. Mr. Pan was appointed as supervisor representing shareholders and office director of the supervisory committee of Agricultural Bank of China Limited from January 2009 to January 2012; he was
also appointed as leader of the fifth patrol team of the Communist Party Committee of Agricultural Bank of China Limited from March 2012 to January 2013. From May 2013 to May 2015, Mr. Pan served as an independent non-executive director of Tsinghua Tongfang Limited. Mr. Pan has been serving as an independent non-executive director of the Company since October 2013.
Mr. Simon To Chi Keung, aged 64, holds a First Class Bachelor's Honours Degree in Mechanical Engineering from the Imperial College of Science and Technology (London University) and a Master's degree in Business Administration from Stanford University's Graduate School of Business. He served as divisional manager of the Industrial Project Division of Hutchison Whampoa (China) Limited in 1980 and managing director of Hutchison Whampoa (China) Limited in 1981, independent non-executive director of China Southern Airlines Company Limited from 1999 to 2005, non-executive director of Shenzhen International Holdings Limited from 2000 to 2011. He is currently the managing director of Hutchison Whampoa (China) Limited and chairman of Hutchison China MediTech Limited, vice chairman of Guangzhou Aircraft Maintenance & Engineering Co. Ltd., director of China Aircraft Services Limited, chairman of Beijing Greatwall Hotel, chairman of Hutchison Whampoa (China) Commerce Limited, chairman of Guangzhou Hutchison Logistics Services Company Limited, chairman of Hutchison Whampoa Guangzhou Baiyunshan Chinese Medicine Company Limited, vice chairman of Shanghai Hutchison Pharmaceuticals Limited, chairman of Hutchison Optel Telecom Technology Co., Ltd. and chairman of Shanghai Hutchison Whitecat Co., Ltd. Mr. To has been serving as an independent non-executive director of the Company since October 2013.
Mr. Stanley Hui Hon-chung, aged 66, holds a Bachelor's Degree of Science from the Chinese University of Hong Kong. He joined Cathay Pacific Airways Limited in 1975 and held a range of management positions in Hong Kong and overseas. From 1990 to 1992, he served as General Manager of Planning and International Affairs of Hong Kong Dragon Airlines Limited. In 1992, he became Chief Representative of John Swire & Sons (China) in Beijing. From 1994 to 1997, he worked as the President of AHK Air Hong Kong Limited. From 1997 to 2006, he joined Hong Kong Dragon Airlines Limited as Chief Executive Officer. From February 2007 to July 2014, he served as Chief Executive Officer of Airport Authority Hong Kong. Mr. Hui was appointed as member of the Greater Pearl River Delta Business Council twice by the Chief Executive of the HKSAR, and held civic duties including member of the Commission on Strategic Development of the HKSAR Government, member of the Hong Kong Government's Aviation Development Advisory Committee and member of the Hong Kong Tourism Board. Mr. Hui is currently the member of the 12th National Committee of Chinese People's Political Consultative Conference and the General Committee of the Hong Kong General Chamber of Commerce. In July 2006, Mr. Hui was appointed as a Justice of the Peace by the Chief Executive of the HKSAR. Since May 2015, he serves as an independent non-executive Director of the Company.
Mr. Li Dajin, aged 57, graduated from Peking University majoring in law. He is a director, partner and lawyer of East & Concord Partners. He has practiced law in the PRC since 1982 and was one of the first lawyers who obtained the qualifications to engage in securities law business. He was the vice president of the sixth All China Lawyers Association, the president of the seventh Beijing Lawyers Association, member of the 13th standing committee of Beijing Municipal People's congress and member of Internal and Judicial Affairs Committee. Mr. Li currently also serves as deputy to the 12th National People's Congress, legislative consultant to the Standing Committee of Beijing Municipal People's Congress, invited supervisor to the PRC Supreme People's Court, invited supervisor to the Ministry of Public Security of the PRC, visiting
professor to Lawyer College Renmin University of China, lecturer for master candidate of Tsinghua University Law School, and lecturer for master candidate of Southwest University of Political Science & Law. Since December 2015, he serves as an independent non-executive Director of the Company.
Mr. Yang Yuzhong tendered his resignation from his position as an independent non-executive director of the Company on 24 November 2014 due to age reason. On 22 May 2015, the Company held the 2014 Annual General Meeting, where Mr. Stanley Hui Hon-chung was elected as an independent non- executive director of the Company and Mr. Yang Yuzhong ceased to hold the position of independent non- executive director. Mr. Fu Yang tendered his resignation from his position as an independent non-executive director of the Company on 16 June 2015 due to work reason. On 22 December 2015, the Company held the first extraordinary general meeting of 2015, where Mr. Li Dajin was elected as an independent non- executive director of the Company and Mr. Fu Yang ceased to hold the position of independent non- executive director.
In accordance with the requirements of the PRC and overseas listing rules, we have submitted a declaration of independence to the Company, confirming the independence of the independent non-executive directors. Our current independent non-executive directors of the company are Mr. Pan Xiaojiang, Mr. To Chi Keung, Simon, Mr. Hui Hon-chung, Stanley and Mr. Li Dajin.
II. ATTENDANCE OF INDEPENDENT NON-EXECUTIVE DIRECTORS AT MEETINGS
As independent non-executive directors, we have actively participated in each Board meetings, attended general meetings and presided over meetings of special committees of the Board in accordance with the principles of diligence and integrity. Prior to any Board meeting, we carefully reviewed all information provided by the Company, attentively listened to the reports of relevant departments when necessary, and made full preparation for discussion of all proposals and decision-making at Board meetings. At Board meetings, we carefully considered each of the proposals based on our experience and expertise, actively participated in discussions, made relevant recommendations and expressed our independent opinions with objective attitude.
In 2015, the Company convened 2 general meetings, 11 Board meetings, 8 meetings of the Audit and Risk Management Committee, 2 meetings of the Nomination and Remuneration Committee, with the attendance of each of the independent non-executive director as shown below:
|
|
General meetings |
Board Meeting |
Meetings of the audit and risk management committee |
Meetings of the nomination and remuneration committee |
||
|
Name |
Attended/ Expected to Attend |
Expected to Attend |
Attendance in person |
Attendance by proxy |
Attended/ Expected to Attend |
Attended/ Expected to Attend |
|
|
|
|
|
|
|
|
|
Fu Yang |
1/2 |
11 |
9 |
2 |
8/8 |
2/2 |
|
Yang Yuzhong |
- |
5 |
5 |
0 |
N/A |
N/A |
|
Pan Xiaojiang |
2/2 |
11 |
11 |
0 |
8/8 |
2/2 |
|
Simon To Chi Keung |
2/2 |
11 |
11 |
0 |
N/A |
2/2 |
|
Stanley Hui Hon-chung |
1/1 |
6 |
6 |
0 |
N/A |
N/A |
|
Li Dajin |
- |
- |
- |
- |
- |
- |
Note: Mr. Fu Yang failed to personally attend the fifteen and twenty-second meetings of the fourth session of the Board due to other business, and he authorised Mr. Yang Yuzhong and Mr. Pan Xiaojiang, our independent non-executive directors, to attend the meetings on his behalf and voted in favor of the matters discussed at the meetings.
In addition, by attending the annual and semi-annual working meetings of the Company and receiving special reports and information delivered by the Company on a regular basis, we developed an in-depth understanding of the Company's business and financial operations as well as service guarantee, etc. We also made various recommendations on areas such as corporate strategic development, risk management and regulated operations. In view of the above, we have demonstrated our professional strength and played an active role in the decision-making process of the Board and the regulated operations of the Company.
III. PERFORMANCE OF DUTIES AND FUNCTIONS IN REVIEWING 2015 ANNUAL REPORT
We have performed our duties and functions with prudence during the auditing of 2015 annual report of the Company. We held a special communication meeting for discussing the annual report before auditing by the certified public accountants (CPAs). At the meeting, we comprehensively listened to the major issues in the preparation of 2015 financial statements and the focus and plans for audit works. We also reviewed the unaudited financial statements of the Company. In the meantime, we procured relevant accounts to submit their auditing opinion on our annual report in agreed period while maintaining high auditing quality to ensure that orderly implementation and timely completion of the auditing work of various stages. After CPAs issued their preliminary audit opinion, we conducted a review of the draft financial report and formed written opinion. Ultimately, the 2015 annual report and financial report were approved at the Board meeting held on 30 March 2016.
IV. MEETING WITH CHAIRMAN OF THE BOARD WITHOUT ANY MANAGEMENT
Pursuant to requirements of the Listing Rules of The Stock Exchange of Hong Kong Limited, the chairman of the Board held another meeting with non-executive directors at which there was no attendance of any management. We actively spoke at the meetings and provided our advice and suggestions on the Company's internal control and risk management, service, marketing and frequent flyer program, and the challenges from the second airport in Beijing as well as other matters. The chairman of the Board attached great attention to our comments and recommendations, and instructed the Company's management to study and implement thereof.
V. PARTICIPATING IN THE REGULATORY TRAINING AND ENHANCING OUR ABILITY TO PERFORM DUTIES
While actively performing our duties, we paid special attention to our self-construction, by actively participating in the training organised by regulatory authorities, in order to grasp the latest regulatory policy and regulations and continuously enhance our ability to perform duties. During the year, Mr. Pan Xiaojiang participated in 2015 follow-up training of independent non-executive directors of Shanghai Stock Exchange; Mr. Stanley Hui Hon-chung participated in the independent non-executive director qualification training of Shanghai Stock Exchange and obtained the qualification certificate.
VI. IMPORTANT CONCERNS DURING THE PERFORMANCE OF DUTIES BY INDEPENDENT NON-EXECUTIVE DIRECTORS DURING THE YEAR
In 2015, we paid special attention to the following issues, made independent objective judgments in connection with the legality and conformity of the decision, implementation and disclosure of relevant issues, and expressed our independent opinions. The details are as follows:
(1) Connected transactions
We provided independent opinions on the the financial services framework agreements entered into by the Company and China National Aviation Finance Co., Ltd, China National Aviation Finance Co., Ltd and China National Aviation Holding Company, respectively, the continuing connected transactions framework agreement for 2016 to 2018 entered into by the Company and China National Aviation Holding Company and its specialized company and the application for annual caps for the transactions of the relevant years, as well as the non-public offering of A shares. We considered that the connected transactions between the Company and connected persons were in the ordinary course of business of the Company and of proper business transactions. The rights and obligations of all relevant parties were determined by written agreements on an arm's length basis, and considerations for such transactions were fair and reasonable and the relevant transactions were conducted on normal commercial terms and practice. Directors and shareholders who had an interest in the transactions had abstained from voting respectively, the voting procedures were legitimate and effective, and there was no action which has prejudiced the interests of the shareholders as a whole.
(2) Guarantees in favor of external parties and appropriation of funds
We reviewed the guarantees in favor of external parties provided by the Company as of 31 December 2015. After our review, we are of the opinion that the decision-making process in connection with the offer of external guarantee complied with the requirements of relevant laws and regulations and the Articles of Association. We also paid great attention to any appropriation of funds by the controlling shareholder or its connected parties for reasons other than operations. Following our inquiries, we concluded that there was no appropriation of funds by the controlling shareholder or its connected parties for reasons other than operations.
(3) Use of proceeds
During the year, the Company started a scheme of non-public offering of A shares. We have reviewed the special report on the deposit and actual use of funds raised from the previous A Shares and this raise capital investment project. After careful verification, we believe there is no illegal deposit or use of funds raised from the previous A Shares. This raise capital investment project was in compliance with the national industrial policy and related provisions of Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies and Funds Management Approach For Listed Companies of Shanghai Stock Exchange, which helps improve the Company's consolidated operating capacity and safeguard the interests of all shareholders.
(4) Nomination and appointment of directors
Durting the year, for the resignation by Mr. Yang Yuzhong and Mr. Fu Yang as independent non-executive director, the Company strictly followed the procedure of the review of independent non-executive director candidates by the Nomination and Remuneration Committee, the nomination of the Board, the filing at regulatory authorities and the approval by the general meetings. Mr. Stanley Hui Hon-chung and Mr. Li Dajin were elected as independent non-executive directors of the Company. We carefully reviewed the qualifications of independent non-executive director candidates, nomination and consideration procedures and provided independent opinions. We believe the directors nominated and appointed by the Company complied with the provisions of qualifications in the Company Law and Articles of Association and the the appointment was in compliance with relevant laws and regulations.
(5) Appointment of our auditors
We expressed independent opinions on re-appointment of KPMG and KPMG Huazhen as the international and domestic auditors of the Company for the year 2015, respectively, and reappointment of KPMG Huazhen as the internal control auditor for the year 2015. We are of the opinion that, the re-appointment of the abovementioned auditors of the Company was in the interests of the Company and its shareholders, which has been considered and approved in a legitimate and effective procedure, and in line with the requirements of relevant laws and regulations and the Articles of Association.
(6) The shareholder returns plan for the Company in the next three years and cash dividends
During the year, the Company established a plan for shareholder returns in the next three years (2015 to 2017). We believe the plan could achieve a reasonable return on investment for investors and balance the Company's sustainable development, as well as effectively protecting the legitimate interests of shareholders, especially minority shareholders. Meanwhile, we provided independent opinions on 2014 annual profit distribution plans. We believe highly value the reasonable return on investment for investors while maintaining their own sound and sustainable development, establishing a sustainable and stable dividend policy, which helps to protect the legitimate rights and interests of investors. There were no acts harming the interests of the Company or minority shareholders.
(7) Amendments to the Articles of Association, the Rules of Procedures for the Shareholders' General Meeting and the Rules of Procedures for Meetings of the Board of Directors
According to the requirements of the Company Law, Guidelines for Articles of Association of Listed Companies (Second amendment in 2014), Rules of General Meeting of Listed Companies (Second amendment in 2014) and Guidelines No. 3 on the Supervision and Administration of Listed Companies - Distribution of Cash Dividends of Listed Companies, the Company amended the Articles of Association, the Rules of Procedures for the Shareholders' General Meeting and the Rules of Procedures for Meetings of the Board of Directors. We believe, the revised Articles of Association, Rules of Procedures for the Shareholders' General Meeting and Rules of Procedures for Meetings of the Board of Directors were in compliance with relevant laws and regulations and other normative profile, which pay full attention to the reasonable request and opinions of the shareholders and effectively protect the legitimate interests of shareholders, especially minority shareholders.
(8) Implementation of information disclosure
In 2015, the Company prepared and published four periodic reports (including financial statements) and 52 domestic announcements. We have monitored the information disclosure implemented by the Company in 2015. We are of the opinion that the Company has followed the principles of"open, just and fair" in respect of its information disclosure which was in line with the relevant provisions under the Rules Governing the Listing of Securities on the Shanghai Stock Exchange and the Information Disclosure Guidelines of the Company. Therefore, the Company has duly fulfilled its obligation of ensuring the disclosure of true, accurate, complete and timely information.
(9) Internal controls
The Company continued to improve its internal control system and steadily proceeded with the construction of the internal control system in strict accordance with regulatory requirements. During the year, we considered the internal control evaluation reports and the internal audit reports issued by the internal control auditor. We are of the opinion that the internal control evaluation report has truly reflected the situation of the Company's internal control.
(10) Operation of the Board of Directors and its special committees
In compliance with the provisions of the Articles of Association, the Board of Directors consists of 12 directors, including 6 non-executive directors, 2 executive directors and 4 independent non-executive directors, the number and composition of which have satisfied the requirements of relevant laws and regulations. In 2015, the Board of Directors and its special committees have carried out their duties and functions effectively in strict compliance with the requirements of the Articles of Association, Rules and Procedures for Board Meeting and the terms of reference for each special committee.
In 2016, we will continue to follow the principles of prudence, diligence and integrity and the spirit of being accountable to the Company and all shareholders. In addition, we will enhance communications with the directors, supervisors and management of the Company and pay special attention to important issues including connected transactions, external guarantees and information disclosures, thereby protecting the legitimate interests of our investors, especially protecting the minority shareholders from any damage, and providing strong support for the sustainable and healthy development of the Company.
Independent non-executive Directors:
Fu Yang (Resigned on 22 December 2015) Yang Yuzhong (Resigned on 22 December 2015) Pan Xiaojiang
Simon To Chi Keung Stanley Hui Hon-chung Li Dajin
30 March 2016
AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code:00753)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an annual general meeting ("AGM") of Air China Limited (the"Company") for the year ended 31 December 2015 will be held at 2:00 p.m. on Wednesday, 25 May 2016 at The Conference Room One, 29/F, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC for the following purposes:
ORDINARY RESOLUTIONS
1. To consider and approve the work report of the board of directors (the "Board") of the Company for the year 2015;
2. To consider and approve the work report of the supervisory committee of the Company for the year 2015;
3. To consider and approve the audited consolidated financial statements of the Company for the year 2015 prepared under the PRC Accounting Standards and the International Financial Reporting Standards;
4. To consider and approve the profit distribution proposal for the year 2015 as recommended by the Board (including approving the appropriation of 10% of the discretionary surplus reserve and the payment of a cash dividend of RMB1,400 million, or RMB1.0700 (including tax) per ten shares based on the total number of 13,084,751,004 shares of the Company, for the year 2015;
1.
SPECIAL RESOLUTIONS
To consider and approve the following resolutions as special resolutions (items 5 to 6):
5. "THAT
(a) the authorisation of the Board of the Company to allot, issue and deal with additional shares of the Company be and is hereby approved:
(1) subject to paragraph (3) of this resolution, the exercise by the Board of the Company during the Relevant Period (as defined in paragraph (4) of this resolution) of all the powers of the Company to allot, issue and deal with additional A Shares and/or H Shares of the Company (hereinafter referred to as"Shares") and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;
(2) this approval shall authorise the Board of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
(3) the amount of additional A Shares and H Shares (as the case may be) allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with either separately or concurrently by the Board of the Company pursuant to the approval in paragraph (1) of this resolution shall not exceed 20% of each of the Company's existing A Shares and H Shares (as the case may be) in issue at the date of passing this resolution; and
(4) for the purpose of this resolution:
"Relevant Period" means the period from the passing of this resolution until the earlier of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the 12 months period following the passing of this resolution; and
(iii) the revocation or variation of the authority given to the Board of the Company under this resolution by a special resolution of the Company's shareholders in general meetings; and
(i)
(b) the Board of the Company be and is hereby authorised to increase the registered capital of the Company to reflect the issue of Shares authorised under this resolution, and to make such appropriate and necessary amendments to the Articles of Association of the Company as they think fit to reflect such increases in the registered capital of the Company and to take any other action and complete any formality required to effect such increase of the registered capital of the Company;"
6. "THAT the Board of the Company be and is hereby authorised, generally and unconditionally, to issue, in one or multiple tranche(s), debt financing instruments within the permissible size under the applicable laws and regulations. Debt financing instruments include but are not limited to corporate bonds, ultra-short-term commercial papers, short-term commercial papers, mid-term notes, domestic non-public targeted debt financing instruments, overseas non-public targeted debt financing instruments and overseas bonds/notes denominated in RMB or foreign currencies."
By order of the Board Air China Limited Cai Jianjiang Chairman
Beijing, PRC, 8 April 2016
As at the date of this announcement, the directors of the Company are Mr. Cai Jianjiang, Ms. Wang Yinxiang, Mr. Cao Jianxiong, Mr. Feng Gang, Mr. John Robert Slosar, Mr. Ian Sai Cheung Shiu, Mr. Song Zhiyong, Mr. Fan Cheng, Mr. Pan Xiaojiang*, Mr. Simon To Chi Keung*, Mr. Stanley Hui Hon-chung* and Mr. Li Dajin*.
* Independent non-executive director of the Company Notes:
1. Closure of Register of Members
(i) Eligibility for attending the AGM
Holders of H Shares of the Company are advised that the register of members of the Company will close from Monday, 25 April 2016 to Wednesday, 25 May 2016 (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 AGM, 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 1712-1716, 17/F., Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, by 4:30 p.m. on Friday, 22 April 2016.
Shareholders of the Company whose names appear on the register of members of the Company on the close of business on Friday, 22 April 2016 are entitled to attend the AGM.
(ii) Eligibility for receiving 2015 final dividends
The Board of the Company has recommended the payment of a final dividend of RMB1.0700 (including tax) per ten shares for the year 2015. If the final dividend is payable by the passing of Resolution No. 4 by the shareholders, it will be paid to shareholders whose names appear on the register of members of the Company at the close of business on Tuesday, 31 May 2016.
The register of members of the Company will be closed from Wednesday, 1 June 2016 to Monday, 6 June 2016 (both dates inclusive) during which period no transfer of H shares of the Company will be registered. In order to be entitled to receive the 2015 final dividends (if approved), all transfers of H shares of the Company accompanied by the relevant share certificates and appropriate transfer forms must be lodged with the Company's H shares registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17/F., Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Tuesday, 31 May 2016.
2. Notice of attendance
H Share shareholders who intend to attend the AGM should complete and lodge the accompanying notice of attendance and return it to the Company's H Share registrar on or before Thursday, 5 May 2016. The notice of attendance may be delivered by hand, by post or by fax to the Company's H Share registrar Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong. Completion and return of the notice of attendance do not affect the right of a shareholder to attend the AGM. However, the failure to return the notice of attendance may result in an adjournment of the AGM, if the number of shares carrying the right to vote represented by the shareholders proposing to attend the AGM 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 AGM.
3. Proxy
Every shareholder who has the right to attend and vote at the AGM 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 AGM.
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 AGM. 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 AGM 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
AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code:00753)
FORM OF PROXY FOR ANNUAL GENERAL MEETING
Number of shares to which this form of proxy relates (Note 1) I/We (Note 2) of being the registered holder(s) of (Note 3) H Shares in the share capital of Air China Limited (the"Company") HEREBY APPOINT (Note 4) the chairman of the meeting and/or (Note 4) of as my/our proxy/proxies: (a) to act for me/us at the annual general meeting (or at any adjournment thereof) of the Company to be held at 2:00 p.m. on Wednesday, 25 May 2016 at The Conference Room One, 29/F, 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.
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ORDINARY RESOLUTIONS |
FOR (Note 5) |
AGAINST (Note 5) |
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1. |
To consider and approve the 2015 work report of the board of directors (the "Board") of the Company. |
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2. |
To consider and approve the 2015 work report of the supervisory committee of the Company. |
|
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3. |
To consider and approve the audited consolidated financial statements of the Company for the year 2015 prepared under the PRC Accounting Standards and the International Financial Reporting Standards. |
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4. |
To consider and approve the profit distribution proposal for the year 2015 as recommended by the Board. |
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SPECIAL RESOLUTIONS |
FOR (Note 5) |
AGAINST (Note 5) |
|
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5. |
To authorise the Board of the Company to exercise the powers to allot, issue and deal with additional shares of the Company and to make or grant offers, agreements and option which might require the exercise of such powers in connection with not exceeding 20% of each of the existing A Shares and H Share (as the case may be) in issue at the date of passing this resolution, and to authorise the Board of the Company to increase the registered capital and amend the Articles of Association of the Company to reflect such increase in the registered capital of the Company under the general mandate. |
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6. |
To consider and approve the resolution in relation to the grant of a general mandate to the Board of the Company to issue debt financing instruments. |
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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. 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. 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.
6. 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.
7. 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, 17M Floor, 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).
8. 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.
9. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.
10. 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.
1.
AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code:00753)
ANNUAL GENERAL MEETING NOTICE OF ATTENDANCE
To: Air China Limited (the"Company")
I/We (Note 1) of , being the registered holder of (Note 2) H Shares in the share capital of the Company hereby inform the Company that I/we intend to attend the annual general meeting to be held at 2:00 p.m. on Wednesday, 25 May 2016 at The Conference Room One, 29/F, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC or to appoint proxies to attend on my/our behalf.
Signature: Date: 2016 Notes:
1. Please insert the full name(s) and address(es) of the shareholder(s) as it is recorded in the register of members of the Company in BLOCK CAPITALS.
2. Please insert the number of shares registered in your name(s).
3. Please duly complete and sign this Notice of Attendance, and deliver it to, for holders of H Shares, the Company's H Shares registrar, Computershare Hong Kong Investor Services Limited on or before Thursday, 5 May.
Address of Computershare Hong Kong Investor Services Limited 17M Floor
Hopewell Centre
183 Queen's Road East Wan Chai
Hong Kong
Tel No.: (852) 2862 8628
Fax No.: (852) 2865 0990
This information is provided by RNS
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