REG - Air China Ld - CIRCULAR FOR 2023 ANNUAL GENERAL MEETING
26/04/2024 08:15
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RNS Number : 1851M Air China Ld 26 April 2024
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 and the form of proxy and notice of
attendance 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.
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)
GENERAL MANDATE TO ISSUE DEBT FINANCING INSTRUMENTS
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 AGM to be held at 11:00 a.m. on Thursday, 30 May 2024
at The Conference Room C713, No. 30, Tianzhu Road, Airport Industrial Zone,
Shunyi District, Beijing, the PRC, is set out on pages 24 to 27 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
thereof should you so wish.
26 April 2024
Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
. . . . . . . . . . . . . . . . . . . . . .
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
. . . . . . . . . . . . . . .
I. Introduction . . . . . . . . . . . . . . . . . . . . . . 3
. . . . . . . . . . . . . . . . . . . . . . . . . . .
II. Details of the Resolutions . . . . . . . . . . . . . . . . . 4
. . . . . . . . . . . . . . . . . . . . . .
III. AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
. . . . . . . . . . . . . . . . . . . . . . .
IV. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . 9
. . . . . . . . . . . . . . . . . . . .
V. Additional Information . . . . . . . . . . . . . . . . . . . 9
. . . . . . . . . . . . . . . . . . . . . .
APPENDIX I - 2023 WORK REPORT OF THE BOARD OF DIRECTORS . . . . . 10
. . . . .
APPENDIX II - 2023 WORK REPORT OF THE SUPERVISORY COMMITTEE . . . . . . 20
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . 24
. . . . . . . . .
In this circular, unless the context otherwise requires, the following
expressions have the following meanings:
"AGM" the annual general meeting of the Company for the year ended 31 December 2023
to be held on Thursday, 30 May 2024
"Articles of Association" the articles of association of the Company
"Board" the board of Directors of the Company
"CNAHC" China National Aviation Holding Corporation Limited, a PRC state-owned
enterprise and the controlling shareholder of the Company, directly and
through its wholly-owned subsidiary CNACG, holding approximately 50.14% of the
issued share capital of the Company in aggregate as at the Latest Practicable
Date
"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. The Company is principally
engaged in providing air passenger, air cargo and related services
"CSRC" the China Securities Regulatory Commission
"Director(s)" the director(s) of the Company
"Group" the Company and its subsidiaries
"Hong Kong" Hong Kong Special Administrative Region of the PRC
"Hong Kong Listing Rules" The Rules Governing the Listing of Securities on the Stock Exchange
"Latest Practicable Date" 22 April 2024, being the latest practicable date prior to the printing of this
circular for ascertaining certain information contained herein
"PRC" the People's Republic of China (other than, for the purpose of this circular
only, Hong Kong, Macau and Taiwan)
"RMB" Renminbi, the lawful currency of the PRC
"SASAC" The State-owned Assets Supervision and Administration Commission of the State
Council
"SSE Listing Rules" the Rules Governing the Listing of Stocks on Shanghai Stock Exchange
"Shareholder(s)" holder(s) of the shares of the Company
"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Supervisor(s)" the supervisor(s) of the Company
"Supervisory Committee" the supervisory committee of the Company
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)
Directors:
Executive Directors:
Mr. Ma Chongxian (Chairman)
Mr. Wang Mingyuan
Non-Executive Directors:
Mr. Feng Gang Mr. Patrick Healy
Employee Representative Director:
Mr. Xiao Peng
Independent Non-Executive Directors:
Mr. Li Fushen Mr. He Yun Mr. Xu Junxin
Ms. Winnie Tam Wan-chi
Registered Address:
1st Floor-9th Floor 101, Building 1
30 Tianzhu Road Shunyi District Beijing, the PRC
Principal Place of Business in Hong Kong:
5th Floor, CNAC House 12 Tung Fai Road
Hong Kong International Airport Hong Kong
26 April 2024
To the Shareholders
Dear Sir or Madam,
GENERAL MANDATE TO ISSUE DEBT FINANCING INSTRUMENTS AND
NOTICE OF ANNUAL GENERAL MEETING
I. INTRODUCTION
The AGM of the Company will be held at 11:00 a.m. on Thursday, 30 May 2024.
The resolutions to be proposed at the AGM for the Shareholders' approval
include: (1) the resolution on the 2023 work report of the Board; (2) the
resolution on the 2023 work report of the Supervisory Committee; (3) the
resolution on the financial reports for the year 2023; (4) the resolution on
the profit distribution proposal for the year 2023; (5) the resolution on the
unrecovered losses of the Company exceeding one-third of the total amount of
its paid-up share capital; (6) the resolution on the re-appointment of
international auditor, domestic auditor and internal control auditor for the
year 2024; and (7) the resolution on the grant of mandate to the Board of the
Company to issue debt financing instruments.
The above resolution no. (7) is a special resolution and the rest resolutions
are ordinary resolutions.
The purpose of this circular is to provide you with all the information
reasonably necessary to enable you to make an informed decision on voting in
respect of the relevant resolutions at the AGM.
II. DETAILS OF THE RESOLUTIONS
(I) Resolution on the 2023 work report of the Board
For the full text of the 2023 work report of the Board, please refer to
Appendix I to this circular.
(II) Resolution on the 2023 work report of the Supervisory Committee
For the full text of the 2023 work report of the Supervisory Committee, please
refer to Appendix II to this circular.
(III) Resolution on the financial reports for the year 2023
For the full text of the financial reports for the year 2023 prepared under
the PRC Accounting Standards and the International Financial Reporting
Standards, please refer to relevant disclosures made by the Company on the
website of the Shanghai Stock Exchange and the HKEXnews website of the Hong
Kong Stock Exchange, respectively.
(IV) Resolution on the profit distribution proposal for the year 2023
According to the audited financial statements of the Company prepared in
accordance with the PRC Accounting Standards and the International Financial
Reporting Standards, the Company recorded negative profits available for
distribution to Shareholders in 2023. As considered and approved by the 28th
meeting of the sixth session of the Board, the Company proposed not to make
profit distribution for the year of 2023.
(V) Resolution on the unrecovered losses of the Company exceeding one-third of the total amount of its paid-up share capital
Pursuant to the relevant requirements of the Company Law and the Articles of
Association, under circumstances that the amount of the unrecovered losses of
the Company exceeds one-third of the total paid-up share capital, it shall be
subject to consideration at the general meeting of the Shareholders.
According to the audit report issued by Deloitte Touche Tohmatsu Certified
Public Accountants LLP, the net profit attributable to parent company in 2023
was a loss of RMB1.046 billion. The accumulated unrecovered losses of the
Company was RMB30.495 billion. As of the end of 2023, the paid-up share
capital of the Company was RMB16.201 billion. The amount of the unrecovered
losses of the Company exceeded one-third of the total paid-up share capital.
(VI) Resolution on the re-appointment of international auditor, domestic auditor and internal control auditor for the year 2024
The Board proposed the re-appointment of Deloitte Touche Tohmatsu as the
Company's international auditor for the year 2024 and Deloitte Touche Tohmatsu
Certified Public Accountants LLP as the Company's domestic auditor and
internal control auditor for the year 2024, and submitted to the general
meeting of Shareholders the aforementioned re-appointment proposal for
approval and to authorise the Audit and Risk Management Committee (the
Supervision Committee) of the Board to determine their remunerations for the
year 2024.
(VII) Resolution on the grant of general mandate to the Board to issue debt financing instruments
Given the general mandate to issue debt financing instruments granted by
Shareholders at the last annual general meeting of the Company will lapse at
the conclusion of the AGM, a special resolution will be proposed at the AGM to
grant a general mandate to the Board to issue the debt financing instruments
(the "Debt Financing Instrument Issue Mandate").
In order to meet the Company's production and operation needs, and to
supplement liquidity, according to the 2024 financing plan of the Company, the
Company shall issue the Debt Financing Instruments (as defined below) at
appropriate time. To grasp the favourable opportunity in the market, improve
flexibility and efficiency of financing, the application is now been submitted
by the Board at the general meeting of Shareholders of the Company to obtain
general and unconditional mandate from the general meeting, under which the
Board shall determine to issue debt financing instruments in one or multiple
tranches within the cap amount of bond issuance under the requirements of
applicable laws (the "Issuance"). If the Board has resolved to issue debt
financing instruments according to the authorisation obtained at the general
meeting(s), the authorisation in relation to the issuance of such debt
financing instruments shall continue to be valid and extended to the term of
authorisation of the Issuance accordingly. Particulars regarding the Issuance
are as follows:
1. Plan of the issuance
The relevant debt financing instruments include, but not limited to,
ultra-short-term commercial papers, short- term commercial papers, mid-term
notes, corporate bonds, domestic targeted debt financing instruments, overseas
debt financing instruments and overseas bonds/ notes denominated in RMB or
foreign currencies ("Debt Financing Instruments").
2. Major Terms of the issuance
(1) Issuer: the Company and/or its controlled or wholly- owned subsidiary, and the
specific issuer shall be determined by the Board according to the needs of
issuance.
(2) Placing arrangement: no preferential placement to the shareholders of the Company.
(3) Issue size: subject to that the balance of the outstanding debt financing instruments of
the Issuance shall be within the permissible size prescribed by the relevant
laws and regulations and specified by regulatory authorities, and the specific
issue size shall be determined by the Board according to the capital
requirement and the market conditions.
(4) Term and type: not more than 15 years for one single-term instrument or a portfolio of
instruments with various terms, and the specific term composition and the
issue size of instruments with various terms shall be determined by the Board
according to the relevant regulations and market conditions.
(5) Use of proceeds: the proceeds to be raised from the Issuance are intended to be applied towards
uses such as meeting the demand of the Company's production and operations,
adjusting its debt structure, replenishing its working capital and/ or funding
its project investments, and the specific use of proceeds shall be determined
by
the Board according to the capital requirement.
(6) Term of validity of the authorization: from the date of the passing of the resolution at the general meeting of the
Company to the date of the annual general meeting of the Company for the year
2024.
If the Board (including its authorized person) has resolved to issue within
the valid term of the mandate, it shall be deemed as an extension to the term
of the mandate granted to the Board (including its authorized 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 authorized
person) on the general meeting after the expiry of the mandate and the mandate
granted to the Board (including its authorized person) in respect of such
issue.
3. Authorization to the Board
The Board proposed to the shareholders of the Company at the AGM to authorize
the Board, generally and unconditionally, to deal with the following in
accordance with the specific needs of the Company and other market conditions:
(1) 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 specific issue size, actual
principal 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
put-back or redemption terms, credit rating, guarantee, repayment term,
detailed fund-raising arrangements within the scope of use approved by the
Shareholders' meeting, detailed placing arrangements, underwriting
arrangements and all other matters relating to the Issuance).
(2) to carry out all necessary and ancillary actions and
procedures relating to the Issuance (including, but not limited to, engaging
underwriters, lawyers, auditors, rating agencies, financial advisers and other
intermediary institutions, handling all approval, registration and filing
procedures with the relevant regulatory authorities in connection with the
Issuance on behalf of the Company, executing all necessary legal documents in
connection with the Issuance, selecting bonds trustee manager for the
Issuance, formulating rules for the bondholders' meeting and handling any
other matters relating to the issuance and trading).
(3) to approve and confirm any action or procedure relating to
the Issuance as mentioned above already taken by the Company.
(4) to make adjustments to the relevant matters such as the
specific proposals for the Issuance in accordance with the comments from the
regulatory authorities or the prevailing market conditions within the
authority granted at the general meeting of the Company, except where a new
vote at a general meeting of the Company is required by relevant laws and
regulations and the Articles of Association.
(5) to determine and handle relevant matters relating to the
listing of the issued Debt Financing Instruments upon the completion of the
issuance.
(6) in the case of issuance of corporate debt financing
instruments, during the term of the corporate debt financing instruments, to
determine not to distribute profits 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 interests as
they fall due.
(7) 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.
The Board also proposed to the shareholders at the AGM to authorize the Board
to further delegate the authorizations set forth in paragraph (1) to (6) above
to the president and/ or the general accountant of the Company and to
authorize the Board to further delegate the authorization set forth in
paragraph (7) above to the secretary of the Board while obtaining the
authorization at the AGM.
III. AGM
The Company will convene the AGM at The Conference Room C713, No. 30, Tianzhu
Road, Airport Industrial Zone, Shunyi District, Beijing, the PRC at 11:00 a.m.
on Thursday, 30 May 2024 to consider and, if thought fit, approve, among other
things, the aforesaid matters. Votes on the resolutions to be considered at
the AGM shall be taken by way of poll. A form of proxy is also enclosed
herein, and published on the websites of the Hong Kong Stock Exchange
(www.hkexnews.hk) and the Company (www.airchina.com.cn). The notice of AGM is
reproduced in this circular.
To the best knowledge, information and belief of the Directors, having made
all reasonable enquiries, no Shareholder has a material interest in the
resolutions set out in the notice of the AGM or should be required to abstain
from voting on the relevant resolutions at the AGM.
The register of members of H shares will be closed from Thursday, 23 May 2024
to Thursday, 30 May 2024 (both days inclusive), during which no transfer of H
shares will be effected in order to determine the list of holders of H shares
of the Company who will be entitled to attend and vote at the AGM. H
Shareholders of the Company whose names appear on the H share register of
members of the Company at the close of business on Wednesday, 22 May 2024 are
entitled to attend the AGM after completing the registration procedures. In
order to qualify for attendance at the AGM, all the transfer documents must be
lodged with the Company's H Share registrar, Computershare Hong Kong Investor
Services Limited, by 4:30 p.m. on Wednesday, 22 May 2024.
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 as
soon as practicable 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 at any adjourned meeting thereof should you so wish.
IV. RECOMMENDATION
The Board considers that the matters to be proposed to the Shareholders for
voting at the AGM are in the interests of the Company and its shareholders as
a whole. Accordingly, the Board recommends the Shareholders to vote in favour
of all the resolutions at the AGM.
V. ADDITIONAL INFORMATION
Your attention is also drawn to the additional information set out in
Appendices to this circular.
By order of the Board
Air China Limited
Ma Chongxian
Chairman
Beijing, the PRC
AIR CHINA LIMITED
2023 WORK REPORT OF THE BOARD OF DIRECTORS
The year 2023 is the first year of the general implementation of the
philosophy of the 20th National Congress of the Communist Party, which is also
a year of economic recovery and development after transition from the
three-year prevention and control of the COVID-19 pandemic, when the
development of the Company has been faced with an intricate situation. The
Board of Air China adhered to the guidance of Xi Jinping's Thought on
Socialism with Chinese Characteristics for a New Era, fully implemented the
philosophy of the 20th National Congress of the Communist Party and the
decisions and deployments of the CPC Central Committee and the State Council,
fulfilled the requirements of the SASAC, and adhered to the "Two-consistency"
principle. The Board continued to enhance the standardization and
effectiveness of its operation, ensuring overall safe production steadily,
effective maximization of operating performance and steadily enhanced the
level and capability of corporate governance, which provided a strong support
for the strategy of building a world-class aviation transportation group and
promoting the high-quality development of the Company.
I. STRENGTHENED THE PARTY'S LEADERSHIP WHILE IMPROVING CORPORATE GOVERNANCE
(I) Strengthened the Party's leadership. The Board has been
fully engaged in two major political tasks, namely, education on the theme of
learning and implementing Xi Jinping's Thought on Socialism with Chinese
Characteristics for a New Era and cooperating with the Central Government in
inspections. The Board earnestly implemented the Opinions on
Strengthening the Leadership of the Party in Perfecting Corporate Governance
of Central Enterprises 《( 關於
中央企業在完善公司治理中加強黨的領導的意見》) and the
spirit of the Rules for the Work of the Board of Directors of Central
Enterprises 《( 中央企業董事會工作規則》), and promoted the
implementation of the Work Plan for Enhancing the Quality of Listed Companies
Held by Central
Enterprises《( 提高央企控股上市公司品質工作方案》).
Furthermore, rectification measures in response to central inspections,
various audits and opinions on approval of final budgets were tracked and
carried out. Having consolidated the awareness of "safety responsibility is a
kind of political responsibility", the Board conscientiously implemented its
working mechanism regarding safety operation as the "First Proposal" so as to
promote performance of its own responsibility in safety management.
(II) Giving play to the leadership role of the Party Committee. In
2023, based on the principle of "dynamic revision and continuous improvement",
the Board sorted out and improved the decision-making matters, procedures and
authorities set out in the Checklist of Rights and Responsibilities for
Material Matters 《( 重大事項權責清單》), thereby enhancing
the scientificity and effectiveness of the checklist of rights and
responsibilities to better cater to the management and development needs of
the Company. The Board gave full play to the leadership role of the Party
(Group) Committee in "setting the right direction, keeping in mind the big
picture and promoting implementation", while strictly ensuring that
preliminary research and discussion were carried out by the Party (Group)
Committee for material operation and management matters.
In 2023, the Board deliberated 59 proposals, of which the Party Committee made
decisions on 4 proposals, involving the appointment of directors and members
of senior management, and conducted preliminary research and discussion for 36
proposals. The preliminary research and discussion involved major proposals
relating to introduction of aircraft and non-public issuance of shares. The
opinions put forward by the Party Committee after preliminary research were
reflected in the Board's proposals, ensuring that the decisions made by the
Board were fully in line with the intention of the Party organization. The
Board also improved the checklists of rights and responsibilities for material
matters of subsidiaries, with a view to giving full play to the leadership
role of the Party in the governance of subsidiaries.
(III) Integrated Party building into corporate governance. The work of
all the governance entities, namely the Party Committee, the Board and the
management is effectively coordinated and operated in a standardized manner.
The integration of Party leadership into all aspects of corporate governance
has been institutionalized, standardized and programmed, ensuring the organic
integration of Party leadership with the main responsibility of establishing
the board of directors. The Board has promoted the standardized establishment
of the Board, established boards of directors of subsidiaries as far as
possible, and realized the integration of Party building into corporate
governance at all levels.
II. STRENGTHENED THE DEVELOPMENT OF GOVERNANCE SYSTEMS AND ENHANCED THE GOVERNANCE STANDARD
(I) Continued to enhance the corporate governance systems
1. Amendments to the Articles of Association and governance
systems. Firstly, the Articles of Association and supporting systems were
systematically revised. In accordance with the latest requirements of the
State-owned assets regulation as well as domestic and foreign securities
regulation, the Articles of Associations, Rules of Procedure of General
Meetings of Shareholders and Rules of Procedure of Meetings of Board of
Directors were revised and improved to enhance the compatibility of the
corporate governance system and rules with laws and regulations and to
mitigate the compliance risk. Secondly, the independent director system was
improved in a timely manner. In accordance with the Opinions on the Reform of
the System of Independent Directors of Listed Companies 《(
關於上市公司獨立董事制度改革的意見》) issued by the State
Council and the Measures for the Administration of Independent Directors
of Listed Companies 《( 上市公司獨立董事管理辦法》) issued by
the CSRC, the Working Rules of Independent Directors 《(
獨立董事工作細則》) have been revised and improved to provide
institutional guarantee for the standardized performance of duties by
independent directors. Thirdly, the working rules of the special committees of
the Board were formulated and optimized. In accordance with the arrangement
for the separation of the Nomination Committee and the Remuneration and
Appraisal Committee, two working rules including the Working Rules of the
Nomination Committee 《( 提名委員會工作細則》) were formulated;
three working rules including the Working Rules of the Audit and Risk Control
Committee (Supervision Committee) 《(
審計和風險管理委員會（監督委員會）工作細則》) were
amended and the membership of the joint working group of special committees
was optimized.
2. Consolidated the development of systems for the board of
directors of subsidiaries. Pursuing scientific governance and system first,
the company put system development in a prominent and important position in
strengthening the establishment of the board of directors of its subsidiaries,
and formulated the Measures for Evaluation of the Board of Directors of
Invested Enterprises 《( 投資企業董事會評價辦法》) and the
Measures for the Management on Participation by Shareholding 《(
參股管理辦法》) on the basis of promoting the establishment of a sound
system of corporate governance of subsidiaries within the scope of
establishment as appropriate, to safeguard the quality and efficiency of
operation of the board of directors at source of the system and mechanism, to
maintain the security of State-owned assets and to protect the legitimate
rights and interests of the Company.
3. Enhanced the mechanism to implement regulatory policies.
Given that the Company was subject to both State-owned assets regulation as
well as domestic and foreign securities regulation, the Board kept abreast of
the latest policies, systems and rules in relation to State-owned assets
regulation as well as domestic and foreign securities regulation. It also
improved the preparation of the Monthly Report on State-owned Assets
Regulation 《( 國資監管信息月報》) and the Monthly Report on
Securities Regulation 《( 證券監管信息月報》), with a view to
gaining understanding on the spirit of the regulations and supporting its
implementation of regulatory requirements.
(II) Strengthened the Standardized Development of the Board
1. Standardized Operation
(1) Regularized the management of meetings. The Board
scientifically formulated its annual plan, implemented the opinions on
evaluation of the Board for the year 2022, and strengthened the management of
meeting planning, particularly the regulation of ad hoc meetings, so as to
ensure that the directors have a full understanding of the proposals and make
decisions in a scientific manner. The Board strictly implemented the mechanism
for soliciting proposals for Board meetings to allow sufficient time for
directors to participate in decision-making.
(2) Strengthened the supervision of Board resolutions and
authorized matters. The Statistical Table on the Implementation of Board
Resolutions 《( 董事會決議執行 情況統計表》) and the
Feedback Survey on the Implementation of Board Authorized Matters 《(
董事會授權事項執行回饋單》) were issued twice a year:
regularly in the middle of the year and at end of year, to supervise the
proposing departments to master the implementation progress of the Board
resolutions and authorized matters. In 2023, the Board considered and approved
59 resolutions, and most of them have been completed on schedule except for
the items such as introduction and exit of aircrafts and non-public issuance
of shares which were delayed due to the project execution schedule. Among the
4 authorizations granted by the Board to the management, the management
exercised the authority granted for " over-budget project application, fund
deployment and utilization" twice.
(3) Implemented a mechanism for reporting major issues to SASAC.
In response to the unsafety incident of the Company's Flight CA403, which was
a matter of public concern, the Company promptly understood the situation and
reported it to the SASAC. Based on the research conducted by external
directors, the Board submitted two research reports to the SASAC.
2. Strengthened the guarantee of duty performance
(1) Enhanced the support for duty performance of external
directors. Firstly, in terms of guarantee for information, the Board optimized
electronic equipment to facilitate the viewing of office information system
files. The Board enhanced the implementation of the mechanism for external
directors to inquire about the Company's situation and the mechanism for
reporting significant events. Secondly, in terms of guarantee for business,
the Board supported special committees in carrying out its work by enhancing
the mechanism and staffing of the joint working group, and provided support
for the scientific decision-making by external directors. The Board determined
the focus of research and made research plans based on the recommendations of
external directors to ensure project execution. In addition, external
directors received training on regulation of State-owned assets and securities
as scheduled. Thirdly, in terms of guarantee for capability, the Board
continued to enhance the development of its own capabilities, optimize the
working mechanism and procedures, and improve the business skills of
employees, thereby providing high-quality services to external directors for
duty performance.
(2) Implemented a thorough communication mechanism for major
decisions. The Board strengthened the communication between the Chairman and
external directors, internal directors and external directors as well as
directors and the management. For major decisions, the Chairman carried out
"one-on-one" communication with external directors as soon as possible to
exchange views and build a consensus, with a view to enhancing the efficiency
of decision-making. Regarding various key tasks of the Company such as safe
operation, pandemic prevention and control and maximization of operating
performance, the Chairman and external directors carried out thorough
discussions, which enabled external directors to gain in-depth understanding
of various aspects of the Company, including production, operation and
pandemic prevention and control. The Board stringently implemented the
mechanism of reporting and proposal by the management to the Board to ensure
the organic connection among governance bodies.
(3) Implemented the work plan for research of external
directors. Based on the duty performance requirements of external directors,
the Board carried out three researches on the regional business department in
Japan and branches in Southwest China and Guizhou as planned. The convener of
external directors conducted special research on the Party building. External
directors gained in- depth understanding of the progress and difficulties in
respect of the Company's strategic development, digital transformation and
market recovery, and provided opinions and recommendations on digital
transformation and strategic cooperation.
3. Promoted the establishment of the board of directors of subsidiaries
In accordance with the Guiding Opinions on Strengthening the Establishment of
the
Board of Directors of Subsidiaries of Central Enterprises 《(
關於中央企業深化子企業董事會
建設的指導意見》) published by the SASAC, 32 subsidiaries have
completely fulfilled the
responsibility of establishing the board of directors with external directors
as the majority while 14 subsidiaries comprehensively performed the major
functions and powers of the board of directors. The Board promoted the team
building of dedicated external directors, selected and assigned dedicated
external directors and supervisors to 6 subsidiaries and 2 associates,
strengthened the training and service assurance for the performance of duties,
and continued to improve the competence and level of performance of duties.
The dedicated external directors of subsidiaries carefully studied the Board's
proposals, independently, objectively and fully expressed their opinions and
recommendations on the major matters of the enterprises in which the directors
are employed, and made scientific decisions on the Board's proposals. They
actively carried out in-depth investigation into the enterprises, provided
advice on the operation and management of such enterprises, made suggestions
on resolving the existing problems, and submitted 9 investigation reports.
They timely provided feedback to the Group regarding the problems and risks of
the enterprises with a view to safeguarding the interests of the invested
enterprises and the legitimate rights and interests of the shareholders.
Meanwhile, they communicated with the members of the Board and the management
and provided relevant guidance to the management in a bid to further enhance
the level of corporate governance and management. By participating in the
special training organized by the Group, the professional qualities and
decision-making and judgment abilities of the directors were improved
continually, which promoted the lawful and compliant operation of the board of
directors of such enterprises.
III. IMPLEMENTED THE MAIN RESPONSIBILITY OF THE BOARD AND GAVE FULL PLAY TO ITS FUNCTIONS
(I) Strengthened the strategic leadership
1. Solidly advanced the implementation of strategies. Focusing
on the establishment of a world-class aviation and transportation group, the
Board analyzed the current situation with the management and identified
deficiencies by benchmarking against the important requirements of enhancing
core functions and core competitiveness during strategic decoding meetings,
with an aim to further build consensus and strengthen the strategic
leadership, at the same time carrying out discussions and providing advice and
suggestions on safe operation, quality and efficiency enhancement,
organizational effectiveness improvement, in-depth collaboration and digital
transformation. The Board actively promoted the implementation of the special
action deployment of value creation carried out by the SASAC while pushed
forward the implementation of the Group's "14th Five-Year" Development Plan.
Adhering to the concept of "turning the blueprint for development into
reality", the Board coordinated the study and assessment of annual key tasks
and promoted the implementation of strategic plans in a systematic and high-
quality manner.
2. Promoted the innovative development. The Board attached
great importance to the innovative development and actively pushed forward the
innovative technological management. Centering on dual-carbon goals, the Board
promoted green development by adhering to the dual-carbon strategy and
implemented the Action Plan for Peak Carbon Emissions 《(
碳達峰行動方案》) of the Company to shape the image as a green
aviation central enterprise. By devoting significant efforts in completing the
top-level design for digital development, the Board specified the action plan
and implementation approach to solidly advance the digital transformation and
upgrade.
3. Optimized the strategic post-evaluation system. With a
focus on the primary task of high-quality development, the Board promoted the
mid-term evaluation and adjustment of the "14th Five-Year" Plan by studying
the new requirements and conducting research on the new situation, and
systematically evaluated the progress of the Company and its special plans.
Based on the national and industrial development strategies, the Board
dynamically optimized the mid-to-long term planning system to ensure that the
planned objectives and paths of the Company will be consistent with the
requirements of the superior authorities. The monitoring and evaluation on the
implementation of strategies have been strengthened at all levels to ensure
that the major operation decisions of the Company will be aligned with the
Company's strategic plans and focused on its main responsibilities and core
businesses, thereby avoiding strategic risks and timely rectifying any
deviations arising in the course of implementation. In 2023, the Board carried
out eight supervisions on the strategic evaluation of relevant departments.
(II) Improved the scientific decision-making level
1. Decision-making in strict compliance with laws. The Board
exercised its powers and performed its duties in strict accordance with the
requirements of laws and regulations, the Articles of Association and the
Rules and Procedures of Board Meeting. During the year, the Board held 11
meetings, during which 59 resolutions were considered and approved, including
aircraft introduction, issuance of shares, related transactions, total
salaries and payment plans, annual appraisal results of the management and
remuneration redemption plans; and received 13 special reports regarding
issues such as the implementation of rectification for problems identified
during the approval of financial accounts by the SASAC and audit
rectification. For matters to be decided by the Board, the Board exercised
proper control over the entities, procedures and components of decision-making
to ensure lawful and compliant decision-making process. Through early
intervention, sufficient communication and scientific research and judgement
of the directors, the decision-making efficiency of Board resolutions has been
enhanced.
2. Giving play to the role of external directors. Leveraging
the advantages stemming from their expertise and experience, the external
directors have conducted in-depth study on the legality and compliance of the
resolutions, the consistency with the requirements of the investors, the
compatibility with the Company's strategies and the balance between risks and
revenues with a focus on the risks relating to decision- making. It has also
thoroughly discussed and studied the matters with the management and provided
professional advice and recommendations. In response to the complicated
situation faced by the Company after the pandemic, the external directors
formulated plans and making suggestions to help the Company out from the
predicament, and compiled special reports on the operating conditions of the
Company and the industry development to give advice and suggestions to the
SASAC and superior authorities. Having paid due respect to the advice of the
independent directors, the Board has also established a supervision mechanism
for the implementation of their advice. The Chairman and Vice Chairman
attached great importance to the investigation reports prepared by the
external directors, and requested the management to break down the tasks and
implement them properly.
3. Giving play to the supporting role of the special
committees for decision-making. During the year, the special committees of the
Board held 21 meetings, during which 57 resolutions were considered to provide
pre-decision opinions for issues discussed by the Board. Various proposals for
promoting the implementation of strategies, ensuring safe production and
operation, preventing major risks and strengthening supervision and
rectification were submitted with an aim to support scientific decision-making
of the Board. In order to better meet the regulatory requirements and give
full play to the role of professional support, the Nomination and Remuneration
Committee was restructured into the Nomination Committee and the Remuneration
and Appraisal Committee. The special committees gave full play to the
mechanism of joint working group comprised of various business departments,
which has optimized the staffing of the working group. The directors of the
committees reported to the Board the vetting results, advice and
recommendations of the committees as references for the decision-making of the
Board.
(III) Strengthened the building of risk resistance capability
1. Improved the risk prevention and control mechanism. The
Board has established a responsibility system for risk prevention and control
covering from the Board to the frontline staff, which embedded risk prevention
and control into the specific processes of operation to realize organic
unification. The Board continued to deepen the integrated collaboration
mechanism of "emphasizing the rule of law, strengthening internal control,
preventing risks and promoting compliance", accelerated the implementation of
the full- process, full-chain and full-coverage risk prevention and control,
and comprehensively reinforced the risk management and control in safe
operation as well as the prevention of operational risks. The Board identified
the sources of risks through research and assessment on risks with the
management, which effectively improved the assessment on significant
operational risks in a forward-looking and scientific manner. The Board also
implemented the responsibility mechanism for risk prevention and control to
further strengthen the management and control responsibility.
2. Enhanced supervision efforts of the Board. Firstly, the
Board strengthened the supervision over the implementation of major
rectification measures. The Board focused on strengthening the supervision
over the implementation of rectification of issues identified during
inspection and audit, opinions on approval of financial accounts and opinions
on evaluation of the Board. The Chairman strengthened the monitoring and
control on the rectification process by making arrangements in person and
formulating task lists to ensure practical and effective rectification. Based
on the special reports from the management, external directors gained
understanding of the rectification progress and raised opinions and
recommendations to ensure effective implementation of rectification. Secondly,
giving full play to the professional advantages of external directors and
leveraging the strengths of external auditors, the Audit and Risk Control
Committee (Supervision Committee) played the supervisory role of the Board by
managing and guiding the daily supervision of the internal auditors and the
relevant business supervision departments. The audit department reported to
the Audit and Risk Control Committee regularly on the internal audit work, the
implementation of rectification of significant audit issues and the
accountability for non-compliant investment and operation.
3. Adopted the "comprehensive supervision" system with joint
efforts. The Board enhanced the coordination of works between the Audit and
Risk Control Committee (the Supervision Committee), the external directors and
the Supervisory Committee, which promoted the synergy of work among various
supervisory departments including discipline inspection, internal audit, legal
compliance, etc. With such efforts, the Board established a "comprehensive
supervision" system covering pre-warning, in-process control and post-tracking
accountability to support the Board to effectively prevent risk.
In 2023, the Board gave full play to the functions of "developing strategies,
making decisions and preventing risks", timely amended the Articles of
Association and a series of governance system, and improved the
multi-dimensional communication and reporting mechanism. Positive progress has
been achieved in aspects such as regulating the development of the Board and
that of the board of directors of subsidiaries, and enhancing the ability in
guaranteeing duty performance of the external directors. As a result, the
quality of the development and operation of the Board was improved steadily,
and the foundation of corporate governance work was further solidified. The
Group was awarded the "Best Practice of the Board of Directors" and the "Best
ESG Practice" by the China Association for Public Companies as an exemplary
case. Pursuant to the regulatory requirements on state-owned assets and
securities, the Board carried out work in relation to information disclosure
and investors' relation in a practical manner. Its information disclosure
received Grade A rating from the Shanghai Stock Exchange for ten years in a
row. Based on the requirements on regulated governance of the Board and
external directors, and with the efforts and diligence of all staff under the
leadership of the management, a decrease of over RMB40 billion in loss was
achieved during the year, which reversed and optimized the image of listed
companies controlled by the central enterprise and the aviation transportation
industry.
IV. WORK ALLOCATION FOR THE YEAR 2024
In 2024, under the guidance by Xi Jinping's Thought on Socialism with Chinese
Characteristics for a New Era with comprehensive implementation of the spirit
of the 20th National Congress of the Communist Party of China and the Central
Economic Work Conference, the Board will further implement the philosophy of
the important expositions, instructions and directives in relation to civil
aviation, reform and development of state-owned enterprises and the Party
building issued by General Secretary Xi Jinping, adhere to the general
principle of seeking progress while ensuring stability, fully, precisely and
comprehensively implement the new development philosophy, and contribute to
accelerating the establishment of the new development paradigm. The Board will
coordinate high-quality development and top-level safety and focus on
rectification of issues identified during inspection. The Board will
effectively coordinate the State-owned assets regulation and securities
regulation, aiming to form an excellent Board. As such, the Board will
continue to improve the quality of its operations by giving full play to its
roles and responsibilities of "strategy formulation, decision making and risk
prevention" and focusing on its decision-making and supervisory roles. The
major work arrangements are as follows:
(I) Implement the working mechanism of the "First Proposal" properly
The Board always follows the guiding principles of General Secretary Xi
Jinping's important remarks on work safety and civil aviation safety,
resolutely implements the overall national security concept, firmly
establishes the concept of safety development, regards safety as its primary
political responsibility and top priority and adopts intense and solid
measures in this regard. Adhering to the working mechanism that regards safety
operation as the "First Proposal", the Board will strengthen the research and
assessment on safety, devote greater efforts in the supervision of safe
operation, and consolidate the responsibility of work safety, ensuring the
continuous safe operation and effective performance of risk prevention
function.
(II) Enhance the standard of the Board's standardized operation continuously
Firstly, based on the revised Company Law and the new requirements relating to
the establishment of the board of directors under the state-owned assets and
securities regulation, the Board will dynamically revise and improve the
systems and rules of the Board, ensuring the effectiveness and applicability
of such systems and rules to support the standardized operation of the Board.
Secondly, in respect of the Board's efficient operation, the Board will focus
on enhancing the quality management of the Board's proposals, strengthening
the support of the special committees to the Board for decision-making, and
improving the feedback mechanism for the implementation of opinions from
external directors. Thirdly, the Board will strengthen the service assurance
for the performance of duties by directors through important meetings of
external directors, support and services of learning and training for
directors, supervisors and senior management, at the same time preparing the
annual survey for external directors to ensure proper investigation and
research are carried out.
(III) Enhance the team building of dedicated external directors
Firstly, the Board makes recommendation on the assignment of dedicated
external directors. Secondly, the Board organizes both internal and external
training for dedicated external directors in accordance with the requirements
of the SASAC. Thirdly, the Board implements the working mechanism for
reporting the performance of dedicated external directors and conducts duty
performance appraisal. Fourthly, the Board establishes a smooth communication
channel for information exchange with the enterprises in which the directors
are employed and informs dedicated directors of relevant information in
advance for decision-making so as to improve the scientific decision-making
level and strengthen risk prevention capability.
(IV) Promote the ESG-related work in a practical manner
Firstly, the Board implements the ESG responsibilities of the Board and the
Strategy and Investment Committee, and fulfills the supervision responsibility
for ESG. Secondly, the Board enhances its work initiative, strengthens the
communication with regulatory authorities and rating agencies, and keeps
abreast of industry policies and the trends of changes in ESG. Thirdly, the
Board strengthens the work coordination, and coordinates and promotes the
implementation of requirements under the new regulations promulgated by the
SASAC and the Stock Exchange. Fourthly, the Board learns from the experience
regarding the ESG-related work of outstanding peers in the industry worldwide
to improve the Company's social responsibility (ESG) report.
AIR CHINA LIMITED
2023 WORK REPORT OF THE SUPERVISORY COMMITTEE
In 2023, Air China adhered to the guidance of Xi Jinping's Thought on
Socialism with Chinese Characteristics for a New Era, fully implemented the
philosophy of the 20th National Congress of the Communist Party, absolutely
focused on the top mission of high-quality development, ensuring safe
production steadily, effective maximization of operating performance, steady
increase in quality of services, and solid progress in further reforms.
Staying committed to contributing to the "national priorities" with great
efforts, it achieved positive progress in its overall work, laying a solid
foundation for the development into a world-class enterprise. The Supervisory
Committee of the Company has consistently fulfilled the work requirements of
state-owned assets regulation and securities regulation. Based on its
functions and positioning, it faithfully and diligently performed its duties,
supervised and inspected the performance of duties by directors and senior
management, the Company's finance, the establishment of internal control
system, the decision-making procedures of the Board and the Company's
operation and management activities in strict accordance with the laws and
regulations, such as the Company Law and the Securities Law, and relevant
requirements, such as the Articles of Association and the Rules and Procedures
of the Supervisory Committee. The Supervisory Committee played its supervisory
role and safeguarded the interests of the Company and its shareholders and the
legitimate rights and interests of employees. The work of the Supervisory
Committee is hereby reported as follows:
I. PERFORM THE SUPERVISORY AND INSPECTION DUTIES OF THE SUPERVISORY COMMITTEE
(1) Perform its duties according to law and play the supervisory
role. Firstly, the Supervisory Committee attended 4 general meetings of
shareholders, 7 on-site meetings of the Board and important special sessions
of the Company throughout the year to fully understand the Company's
production and operation and material operation and management matters, and
focus on the supervision of meeting convening procedures and decision-making
procedures. Secondly, the Supervisory Committee attended the Company's annual
work meeting, interim work meeting and employee representative meeting. The
Supervisory Committee carefully reviewed the work report of the management and
the duty performance reports of directors and senior management of the
Company, and timely monitored the duty performance of directors and senior
management. Based on the audit inspection and the assessment results of SASAC,
the Supervisory Committee followed up on the implementation of SASAC's
assessment and rectification of the Board.
(2) Effectively strengthen financial supervision. In view of the
basic supervisory responsibilities, the Supervisory Committee regularly
listened to the special reports of the Financial Department and the annual
audit accountant, reviewed the Company's annual, interim and quarterly
financial reports, and supervised the Company's financial operation and report
preparation, audit and disclosure procedures, to ensure that the financial
report information disclosed by the Company was true, accurate and complete.
(3) Promote the development of the internal control system. The
Supervisory Committee implemented the Company's requirements for legal
compliance, quality improvement and efficiency increase, and further
strengthened the development of the Company's internal control system and the
implementation of internal control assessment and rectification. While
carefully reviewing the internal control implementation plan and assessment
report, the Supervisory Committee also listened to the special reports of the
Company's functional departments, supervised the internal control assessment
and rectification, carefully inspected the rectification results and improved
the internal control and management level.
(4) Strengthen supervision coordination. The Supervisory Committee
put emphasis on strengthening communication with the Audit and Risk Control
Committee (Supervision Committee) and independent directors, constantly
innovated the supervision mechanism and methods, and realized supervision
coordination and sharing of resources. Adhering to the direction of preventing
and eliminating major risks, the Supervisory Committee worked together with
the Company's internal audit, compliance, discipline inspection and other
supervisory departments to promote the risk control and supervision system of
pre-warning, in- process control and post-tracking accountability.
II. FOCUS ON LEGAL COMPLIANCE AND IMPROVE THE QUALITY OF DECISION- MAKING AND SUPERVISION
(1) Perform the duties of supervisors. The Supervisory Committee
faithfully and diligently performed its duties within the scope of its role
functions and positioning. Adhering to the principles of collective review and
consideration, independent voting and individual accountability, it organized
and held 7 meetings of the Supervisory Committee during the year, and made
decisions on and supervised 34 major issues such as the annual financial plan,
investment plan, financial report, profit distribution proposal, issuance of A
shares to specific investor, management and use of proceeds from fund raising,
internal control assessment report and internal control audit report, related
transactions between Air China and CNAF, between Air China and CNAHC Group, as
well as the annual transaction caps, in accordance with its functions and
powers.
(2) Support the management to exercise their powers and perform
their duties. The Supervisory Committee always expressed its opinions from the
perspective of safeguarding the interests of the Company and its shareholders
and the legitimate rights and interests of employees. It supported the
management to promote intensive management and control, synergistic
development and refined management initiatives, facilitating the management to
perform their duties in operation, implementation and strong management,
promoting the deepening of the Company's reform and upgrading actions and the
implementation of the Company's major projects, and assisting the Company in
developing into a world-class enterprise.
(3) Promote and improve the corporate governance system. Focusing
on speeding up the improvement of the modern corporate system with Chinese
characteristics, the Supervisory Committee took the initiative to strengthen
coordination and communication with the Party Committee, the Board and various
special committees, independent directors and other corporate organization
structures. In addition, it cooperated with the Company in completing the
amendments to the Articles of Association, the Rules of Procedures of General
Meetings of Shareholders, the Rules of Procedures of Board Meetings and other
important systems in accordance with the new regulatory requirements, and at
the same time restructure the Nomination and Remuneration Committee for the
management under the Board into the Nomination Committee and the Remuneration
and Appraisal Committee to further improve the system of corporate governance
and governance structure and enhance the efficiency of governance and
decision-making.
(4) Enhance the ability to perform duties. Members of the
Supervisory Committee actively participated in the special training programs
for directors and supervisors and the special training on the management
methods for independent directors of listed companies organized by the China
Association for Public Companies and the Listed Companies Association of
Beijing to keep abreast of the latest securities regulatory policies and
regulation, the standardized operation of listed companies and the practice of
the Supervisory Committee, and strengthened the sense of responsibility for
performance of duties in legal compliance, thereby enhancing the ability to
perform duties and make decisions. During the year, Lyu Yanfang, Guo Lina,
Wang Mingzhu and Li Shuxing, the Supervisors of the Company, have completed
the training programs for supervisors during their term of office as required
by the CSRC Beijing Bureau.
III. EXPRESS SPECIAL OPINIONS BASED ON THE INDEPENDENCE PRINCIPLE
(1) Independent opinions on the lawful and compliant operation of
the Company. During the reporting period, the Supervisory Committee attended
important meetings of the Board and the Company, listened to the special
reports and fully exercised its power of inspection and supervision. The
Supervisory Committee held that the Company operated in accordance with the
Company Law and the Articles of Association, and its decision-making
procedures were legal and effective. No directors or senior management of the
Company have been identified to violate laws and regulations or the Company's
Articles of Association or harm the interests of the Company or the legitimate
rights and interests of employees when performing their duties.
(2) Independent opinions on the Company's financial status. During
the reporting period, the Supervisory Committee reviewed the Company's annual
report, interim report and Q1 and Q3 reports (including financial statements).
It considered that the financial data contained in the above reports truly,
accurately and completely reflected the Company's financial status and
operating results, and concurred with the standard unqualified audit opinion
issued by Deloitte Touche Tohmatsu on the financial statements.
(3) Independent opinions on the Company's related transactions.
During the reporting period, the Supervisory Committee respectively reviewed
the agreements on related transactions between Air China and CNAF, between Air
China and CNAHC Group, and the annual transaction caps. It considered that the
continuing related transactions of the Company were normal business
transactions, with fair and reasonable pricing and transaction contents in
line with business practices and the arm's length principle, and were not
detrimental to the interests of the Company and minority shareholders. Related
directors and shareholders abstained from voting during the review and
consideration at the meetings of the Board meetings and the general meetings
of shareholders according to the legal and compliant review and consideration
procedure.
(4) Review and independent opinions on the self-assessment report
of internal control. During the reporting period, the Supervisory Committee
reviewed the Company's internal control assessment report and internal control
audit report, paid attention to and supervised the development of the
Company's internal control system and internal control rectification. It
considered that the Company's internal control mechanism was continuously
improved and its risk control ability was continuously enhanced. The
self-assessment report on the Company's internal control issued by the Board
reflected the actual status of the Company's internal control in an objective
and true manner.
(5) Independent opinions on the deposit and actual use of the
proceeds. During the reporting period, the Supervisory Committee reviewed the
use of proceeds from the non-public offering for the replacement of
self-financing funds, the special report on the deposit and actual use of
proceeds from fund raising with A share issue and the audit report issued by
Deloitte Touche Tohmatsu. It considered that the Company had utilized the
proceeds in compliance with the law, truly, accurately and completely
disclosed the relevant information on the deposit and use of the proceeds, and
there were no violations in the management and use of the proceeds.
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 ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an annual general meeting (the "AGM") of Air China
Limited (the "Company") for the year ended 31 December 2023 will be held at
11:00 a.m. on Thursday, 30 May 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 26 April 2024.
ORDINARY RESOLUTIONS
1. To consider and approve the 2023 work report of the Board.
2. To consider and approve the 2023 work report of the
Supervisory Committee.
3. To consider and approve the audited consolidated financial
statements of the Company for the year 2023 prepared under the PRC Accounting
Standards and the International Financial Reporting Standards.
4. To consider and approve the profit distribution proposal
for the year 2023.
5. To consider and approve the resolution on the unrecovered
losses of the Company exceeding one-third of the total amount of its paid-up
share capital.
6. To consider and approve the re-appointment of Deloitte
Touche Tohmatsu as the Company's international auditor for the year 2024 and
Deloitte Touche Tohmatsu Certified Public Accountants LLP as the Company's
domestic auditor and internal control auditor for the year 2024, and to
authorize the Audit and Risk Management Committee (the Supervision Committee)
of the Board to determine their remunerations for the year 2024.
SPECIAL RESOLUTION
7. To consider and approve the issue of debt financing
instruments (including, but not limited to, ultra-short-term commercial
papers, short-term commercial papers, mid-term notes, corporate bonds,
domestic non-public targeted debt financing instruments, overseas debt
financing instruments and overseas bonds/notes denominated in RMB or foreign
currencies) within the cap amount of bond issuance stipulated in the
applicable laws in one or multiple tranche(s) (the "Issuance"), and generally
and unconditionally authorise the Board to deal with the followings in
accordance with the specific needs of the Company and other 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 specific issue size, actual
principal 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
put-back or redemption terms, credit rating, guarantee, repayment term,
detailed fund-raising arrangements within the scope of use approved by the
shareholders' meeting, detailed placing arrangements, underwriting
arrangements and all other matters relating to the issuance);
(ii) to carry out all necessary and ancillary actions and
procedures relating to the Issuance (including, but not limited to engaging
underwriters, lawyers, auditors, rating agencies, financial advisers and other
intermediary institutions, handling all approval, registration and filing
procedures with the relevant regulatory authorities in connection with the
Issuance on behalf of the Company, executing all necessary legal documents in
connection with the Issuance, selecting bonds trustee manager for the
Issuance, formulating rules for the bondholders' meeting and handle any other
matters relating to the issuance and trading);
(iii) to approve and confirm any action or procedure relating to
the Issuance as mentioned above already taken by the Company;
(iv) to make adjustments to the relevant matters such as the
specific proposals for the Issuance in accordance with the comments from the
regulatory authorities or the prevailing market conditions within the
authority granted at the general meeting of the Company, except where a new
vote at a general meeting of the Company is required by relevant laws and
regulations and the Articles of Association of Air China Limited;
(v) to determine and handle relevant matters relating to the
listing of the issued debt financing instruments upon the completion of the
issuance;
(vi) in the case of issuance of corporate debt financing
instruments, during the term of the corporate debt financing instruments, to
determine not to distribute profits 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 interests as
they fall due;
(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;
(viii) to authorize the Board to further delegate the authorizations
set forth in items (i) to (vi) above to the president and/or the general
accountant of the Company upon obtaining the authorization at the general
meeting; and
(ix) to authorize the Board to further delegate the authorization
set forth in item (vii) above to the secretary of the Board upon obtaining the
authorization at the general meeting.
By order of the Board
Air China Limited
Ma Chongxian
Chairman
Beijing, the PRC, 26 April 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 H share register of
members of the Company will be closed from Thursday, 23 May 2024 to Thursday,
30 May 2024 (both days inclusive), during which time no transfer of shares
will be effected and registered. In order to qualify for attendance and voting
at the AGM, holders of H shares shall lodge all instruments 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 Wednesday, 22 May 2024.
H shareholders whose names appear on the register of members of the Company at
the close of business on Wednesday, 22 May 2024 are entitled to attend and
vote at the AGM.
2. 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/her behalf at the AGM.
A proxy shall be appointed by an instrument in writing. Such instrument shall
be signed by the appointor or his attorney duly authorized in writing. If the
appointor 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 authorized in
writing. The instrument appointing the proxy for holders of H shares shall be
deposited at the Company's H share registrar not less than 24 hours before the
time specified for the holding of the AGM (or any adjournment thereof). If the
instrument appointing the proxy is signed by a person authorized by the
appointer, the power of attorney or other document of authority under which
the instrument is signed shall be notarized. The notarized 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
• The AGM is expected to last for no more than a half of
a working day. Shareholders and their proxies attending the meeting shall be
responsible for their own traveling and accommodation expenses.
• 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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