REG - Air China Ld - NOTICE OF ANNUAL GENERAL MEETING

Air ChinaAnnouncement

Wed 07:00

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RNS Number : 3442L  Air China Ld  04 June 2025

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 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 2024 will be held
at 10:00 a.m. on Tuesday, 24 June 2025 at The Conference Room C313, 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 4 June 2025 (the
"Circular").

 

ORDINARY RESOLUTIONS

 

1.       To consider and approve the 2024 work report of the Board.

 

2.       To consider and approve the 2024 work report of the Supervisory
Committee.

 

3.       To consider and approve the audited consolidated financial
statements of the Company for the year 2024 prepared under the PRC Accounting
Standards and the IFRS Accounting Standards.

 

4.       To consider and approve the profit distribution proposal for
the year 2024.

 

5.       To consider and approve the appointment of KPMG as the
Company's international auditor and KPMG Huazhen LLP as the Company's domestic
auditor and internal control auditor, respectively for the year ending 31
December 2025 and to authorize the Audit and Risk Management Committee (the
Supervision Committee) of the Board to determine their remunerations for the
year 2025.

 

6.     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.

 

SPECIAL RESOLUTIONS

 

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 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.

 

8.       To consider and approve the proposed amendments to the Articles
of Association and the abolishment of the Supervisory Committee as set out in
Appendix IV to the Circular.

 

9.     To consider and approve the proposed amendments to the Rules and
Procedures of Shareholders' Meetings as set out in Appendix V to the Circular.

 

10.     To consider and approve the proposed amendments to the Rules and
Procedures of Meetings of the Board as set out in Appendix VI to the Circular.

 

ORDINARY RESOLUTIONS

 

11.     To consider and approve the resolution on the renewal of the CNACG
Framework Agreement between the Company and CNACG and the application for the
annual transaction caps for 2026 to 2028.

 

12.     To consider and approve the resolution on the entering into of the
New Framework Agreement between the Company and Cathay Pacific and the
application for the annual transaction caps for 2026 to 2028.

 

By order of the Board

Air China Limited

Ma Chongxian

Chairman

 

Beijing, the PRC, 4 June 2025

As at the date of this notice, the directors of the Company are Mr. Ma
Chongxian, Mr. Wang Mingyuan, Mr. Cui Xiaofeng, Mr. Patrick Healy, Mr. Xiao
Peng, Mr. Xu Niansha*, Mr. He Yun*, Ms. Winnie Tam Wan-chi* and Mr. Gao
Chunlei*.

 

*        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, 19 June 2025 to Tuesday,
24 June 2025 (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, 18 June 2025.

 

H shareholders whose names appear on the register of members of the Company at
the close of business on Wednesday, 18 June 2025 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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