REG - Air China Ld - Announcements and Notices - [Notice of EGM/SGM]

Air ChinaAnnouncement

10/01/2024 10:00

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RNS Number : 2563Z  Air China Ld  10 January 2024

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong
Limited take no responsibility for the contents of this notice, make no
representation as to its accuracy or completeness and expressly disclaim any
liability whatsoever for any loss howsoever arising from or in reliance upon
the whole or any part of the contents of this notice.

 

中國國際航空股份有限公司

AIR CHINA LIMITED

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

(Stock Code: 00753)

 

NOTICE OF EXTRAORDINARY GENERAL MEETING

 

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "EGM") of
Air China Limited (the "Company") will be held at 11:30 a.m. on Friday, 26
January 2024 at The Conference Room C713, No. 30, Tianzhu Road, Airport
Industrial Zone, Shunyi District, Beijing, the PRC to consider and, if thought
fit, to pass the following resolutions. Unless otherwise indicated,
capitalised terms used herein shall have the same meaning as those defined in
the circular of the Company dated 9 January 2024.

 

1.       To consider and approve the resolution in relation to the
satisfaction of the Company of the requirements for the Issuance of A Shares
to Specific Investor

 

2.       To consider and approve the resolution in relation to the
proposal of the Issuance of A Shares to Specific Investor by the Company in
2023

 

2.1     class and par value of Shares to be issued

 

2.2     method and time of issuance

 

2.3     target subscribers and method of subscription

 

2.4     issue price and pricing method

 

2.5     number of Shares to be issued

 

2.6     lock-up arrangement

 

2.7     listing venue

2.8     arrangement relating to the accumulated undistributed profits
prior to this issuance

 

2.9     amount and use of proceeds

 

2.10   validity period of the resolution of this issuance

 

3.       To consider and approve the resolution in relation to the
preliminary proposal of the Issuance of A Shares to Specific Investor by the
Company in 2023

 

4.       To consider and approve the resolution in relation to the
discussion and analysis report on the proposal of the Issuance of A Shares to
Specific Investor by the Company in 2023

 

5.       To consider and approve the resolution in relation to the
feasibility analysis report on the use of proceeds from the Issuance of A
Shares to Specific Investor by the Company in 2023

 

6.       To consider and approve the resolution in relation to the
dilution of the Company's current return by issuing Shares to specific
investors in 2023, the remedial measures and the undertakings made by the
relevant entities in respect of such measures

 

7.       To consider and approve the resolution in relation to the
report on use of proceeds from previous fund-raising activities of the Company

 

8.       To consider and approve the resolution in relation to the
related (connected) transaction concerning the entering into of the
conditional A Share Subscription Agreement with specific subscriber by the
Company

 

9.       To consider and approve the resolution in relation to the
proposal of the Issuance of H Shares to Specific Investor by the Company in
2023

 

9.1     class and par value of Shares to be issued

 

9.2     method and time of issuance

 

9.3     target subscribers and method of subscription

 

9.4     issue price and pricing method

 

9.5     number of Shares to be issued

 

9.6     lock-up arrangement

 

9.7     amount and use of proceeds

10.     To consider and approve the resolution in relation to the related
(connected) transaction concerning the entering into of the conditional H
Share Subscription Agreement with specific subscriber by the Company

 

11.     To consider and approve the resolution in relation to the
authorization by the general meeting to the Board and its authorized person(s)
to proceed with relevant matters in respect of the issuance of Shares to
specific investors by the Company in their sole discretion

 

The above resolutions No. 1, No. 6 and No. 7 are ordinary resolutions; the remaining resolutions are special resolutions.

 

By Order of the Board

Air China Limited

Huang Bin Huen Ho Yin

 Joint Company Secretaries

 

Beijing, the PRC, 9 January 2024

 

As at the date of this notice, the directors of the Company are Mr. Ma
Chongxian, Mr. Wang Mingyuan, Mr. Feng Gang, Mr. Patrick Healy, Mr. Xiao Peng,
Mr. Li Fushen*, Mr. He Yun*, Mr. Xu Junxin* and Ms. Winnie Tam Wan-chi*.

 

*        Independent non-executive director of the Company Notes:

1.       Closure of register of members

 

Holders of H Shares of the Company are advised that the register of members of
the Company will close from Wednesday, 24 January 2024 to Friday, 26 January
2024 (both days inclusive), during which time no transfer of any H Shares will
be effected. In order to qualify for attendance and voting at the EGM, holders
of H Shares must lodge all documents of transfer with the Company's H Share
registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at
Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong
Kong, by 4:30 p.m. on Tuesday, 23 January 2024.

 

H Shareholders whose names appear on the register of H Shareholders of the
Company at the close of business on Tuesday, 23 January 2024 are entitled to
attend and vote at the EGM.

 

2.       Proxy

 

Every shareholder who has the right to attend and vote at the EGM is entitled
to appoint one or more proxies, whether or not they are members of the
Company, to attend and vote on his/her behalf at the EGM.

 

A proxy shall be appointed by an instrument in writing. Such instrument shall
be signed by the appointor or his attorney duly authorised in writing. If the
appointer is a legal person, then the instrument shall be signed under a legal
person's seal or signed by its director or an attorney duly authorised in
writing. The

instrument appointing the proxy shall be deposited at the Company's H Share
registrar for holders of H Shares not less than 24 hours before the time
specified for the holding of the EGM (or any adjournment thereof). If the
instrument appointing the proxy is signed by a person authorised by the
appointer, the power of attorney or other document of authority under which
the instrument is signed shall be notarised. The notarised power of attorney
or other document of authority shall be deposited together and at the same
time with the instrument appointing the proxy at the Company's H Share
registrar.

 

3.       Other businesses

 

(i)      The EGM is expected to last for no more than half a working day.
Shareholders and their proxies attending the meeting shall be responsible for
their own traveling and accommodation expenses.

(ii)     The address of Computershare Hong Kong Investor Services Limited
is:

           17M Floor

Hopewell Centre

183 Queen's Road East Wanchai

Hong Kong

Tel No.: (852)2862 8628

Fax No.: (852)2865 0990

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