TIDMAIRC
RNS Number : 9142B
Air China Ld
07 April 2017
If you are in any doubt as to any aspect of this circular or as
to the action you should take, 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 accompanying
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.
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 DIVIDS 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 10:30 a.m. on Thursday, 25 May 2017 at The Conference
Room One, 29/F, Air China Building, 36 Xiaoyun Road, Chaoyang
District, Beijing, PRC, is set out on pages 10 to 14 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.
7 April 2017
Page
Definitions---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 1
Letter from the Board------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ 3
Notice of Annual General Meeting---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 10
In this circular, the following expressions have the following
meanings, unless the context requires otherwise:
"A Share (s) " the domestic ordinary share (s) in the
share capital of the Company with a
nominal value of RMB1.00 each, which
are listed on the Shanghai Stock Exchange
and traded in RMB
"AGM" the 2016 annual general meeting of the
Company to be held at 10:30 a.m. on
Thursday, 25 May 2017 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
"Articles of Association" the articles of association of the Company,
as amended from time to time
"Board" the board of Directors of the Company
"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
"CSRC" China Securities Regulatory Commission
of the PRC ( )
"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 papers, short-term commercial
papers, mid-term notes, domestic non-public
targeted debt financing instruments,
overseas debt financing instruments
and overseas bonds/notes
"Director (s) " the director (s) of the Company
"Group" the Company and its subsidiaries
"H Share (s) " the overseas listed foreign share (s)
in the share capital of the Company
with a nominal value of RMB1.00 each,
which are listed on the Stock Exchange
and traded in Hong Kong dollars
"Hong Kong" or "HKSAR" Hong Kong Special Administrative Region
of the PRC
"Latest Practicable Date" means 3 April 2017, being the latest
practicable date prior to the
printing of this circular for ascertaining
certain information contained herein
"Listing Rules" The Rules Governing the Listing of Securities
on The Stock Exchange of Hong Kong Limited
"PRC" the People's Republic of China, excluding,
for the purpose of this circular only,
Hong Kong, the Macau Special Administrative
Region and Taiwan
"Renminbi" or "RMB" Renminbi, the lawful currency of the
PRC
"Shareholder (s) " registered holder (s) of the shares of
the Company, including holder (s) of
H Shares and holder (s) of A Shares
"Share (s) " the ordinary share (s) , including A
Shares and H Shares
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Supervisory Committee" the supervisory committee of the Company
"%" per cent
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) Cao
Jianxiong
Feng Gang
John Robert Slosar Sai Cheung Shiu, Ian
Executive Directors:
Song Zhiyong (President)
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
7 April 2017
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 DIVIDS AND
NOTICE OF ANNUAL GENERAL MEETING
I. INTRODUCTION
It is proposed that at the annual general meeting of the Company
to be held on Thursday, 25 May 2017, the notice of which is set out
on pages 10 to 14 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 2016.
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, authorize, allot and issue 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:
(i) Issuer: the Company and/or its wholly-owned
or controlled subsidiary
(ii) Placing arrangement: no preferential placement to the
Shareholders
(iii) Issue size: the total balance of the Debt Financing
Instruments outstanding will fall
within the requirements under relevant
laws and regulations as well as those
specified by regulatory authorities
(iv) Term and type: not more than 15 years for one single-term
instrument or a portfolio of instruments
with various terms
(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
(vi) Term of validity from the date of the passing of the
of the resolution: resolution at the AGM to the date
of the annual general meeting of
the Company for the year ending 31
December 2017
If the Board (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 relating to the issuance (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;
(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;
(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 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; and
(ix) to 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 DIVIDS
Reference is made to the annual results announcement of the
Company dated 30 March 2017 in respect of the recommended payment
of a final dividend of RMB1.0771 (including tax) per ten Shares for
the year ended 31 December 2016.
Based on the 2016 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 RMB1.0771
(including tax) for every ten shares for the year ended 31 December
2016, totalling approximately RMB1,564 million based on the total
issued shares of 14,524,815,185 shares of the Company as of the
Latest Practicable Date.
The proposed payment of the 2016 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 2016 final dividends (if approved) at the
AGM.
The Company proposed to pay the aforesaid dividends on 7 July
2017. 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 on 7 July 2017. The register of
members of the Company will be closed from 2 June 2017 to 7 June
2017 (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 6 July 2017. The ex-dividend
date of A Shares is 7 July 2017.
In accordance with the "Enterprise Income Tax Law of the
People's Republic of China" ( ) and the "Rules for the
Implementation of the Enterprise Income Tax Law of the People's
Republic of China" ( ) , 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) ( H ( [2008] 897 ) )
promulgated by the State Administration of Taxation 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 non-resident 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)
( ( [1994] 020 ) ) romulgated 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 2016 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 (Cai Shui [2014] No. 81) ( ( [2014] 81 )
) and the Circular on Tax Policies Concerning the Pilot Programme
of the Shenzhen and Hong Kong Stock Connect (Cai Shui [2016] No.
127)
( ( [2016] 127 ) ) , promulgated by the Ministry of Finance, the
State Administration of Taxation and CSRC on 31 October 2014 and 5
November 2016 respectively:
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 2016 final dividends to individual
investors who invest in the Company's H share via Shanghai-Hong
Kong Stock Connect or Shenzhen-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 or
Shenzhen-Hong Kong Stock Connect when the Company distributes the
2016 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 or Shenzhen-Hong Kong Stock
Connect when the Company distributes the 2016 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. RECOMMATION
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.
VI. DUTY REPORT OF THE INDEPENT 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 2016.
VII. 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 10:30 a.m. on Thursday, 25 May 2017. A notice of
AGM, a form of proxy and a notice of attendance will be dispatched
to the Shareholders in accordance with the Listing Rules on Friday,
7 April 2017. The notice of AGM is reproduced on pages 10 to 14 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 Friday, 5 May 2017.
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.
VIII. GENERAL INFORMATION
The Company will close its register of members and suspend the
registration of transfer of shares from Tuesday, 25 April 2017 to
Thursday, 25 May 2017 (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 Tuesday, 25 April 2017 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 Monday, 24
April 2017.
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 Friday, 5 May 2017.
By order of the Board Cai Jianjiang Chairman
Beijing, the PRC
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 2016 will be held at 10:30 a.m. on Thursday, 25 May 2017
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 2016;
2. To consider and approve the work report of the supervisory
committee of the Company for the year 2016;
3. To consider and approve the audited consolidated financial
statements of the Company for the year 2016 prepared under the PRC
Accounting Standards and the International Financial Reporting
Standards;
4. To consider and approve the profit distribution proposal for
the year 2016 as recommended by the Board (including approving the
appropriation of 10% of the discretionary surplus reserve and the
payment of cash dividends of RMB1,564 million, or RMB1.0771
(including tax) per ten shares based on the total number of
14,524,815,185 shares of the Company, for the year 2016) ;
SPECIAL RESOLUTIONS
To consider and approve the following resolutions as special
resolutions (items 5 to 6) :
5. "THAT
(a) the authorisation of the Board to authorize, allot and issue
additional shares of the Company be and is hereby approved:
(1) subject to paragraph (3) of this resolution, the exercise by
the Board during the Relevant Period (as defined in paragraph (4)
of this resolution) of all the powers of the Company to authorize,
allot and issue 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 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) authorized, allotted and issued or agreed conditionally or
unconditionally to be authorized, allotted and issued either
separately or concurrently by the Board 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 under this resolution by a special resolution of the
Company's shareholders (the "Shareholders") in general meetings;
and
(b) the Board 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;"
(a)
6. "THAT
(c) the Board 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 debt
financing instruments and overseas bonds/notes denominated in RMB
or foreign currencies;
(d) the Board be and is hereby authorised, generally and
unconditionally, to deal with the following in accordance with the
specific needs of the Company and 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 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;
(2) to carry out all necessary and ancillary actions and
procedures relating to the issuance (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) ;
(3) to approve, confirm and ratify any action or procedure
relating to the issuance as mentioned above already taken by the
Company;
(4) 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;
(5) to determine and handle all relevant matters relating to the
listing of the Debt Financing Instruments upon the completion of
the issuance;
(1)
(6) 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;
(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;
(8) to authorise the Board to delegate the authorisations set
forth in items (1) to (6) above to the president and/or the general
accountant of the Company; and
(9) to authorise the Board to delegate the authorisation set
forth in item (7) above to the secretary of the Board."
By order of the Board Air China Limited Cai Jianjiang
Chairman
Beijing, PRC, 7 April 2017
As at the date of this notice, the directors of the Company are
Mr. Cai Jianjiang, Mr. Song Zhiyong, Mr. Cao Jianxiong, Mr. Feng
Gang, Mr. John Robert Slosar, Mr. Ian Sai Cheung Shiu, 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:
a. 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 Tuesday, 25 April 2017 to
Thursday, 25 May 2017 (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 Monday, 24 April 2017.
Shareholders whose names appear on the register of members of
the Company on Tuesday, 25 April 2017 are entitled to attend the
AGM.
(ii) Eligibility for receiving 2016 final dividends
The Board of the Company has recommended the payment of a final
dividend of RMB1.0771 (including tax) per ten shares for the year
2016. 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 on
Wednesday, 7 June 2017.
The register of members of the Company will be closed from
Friday, 2 June 2017 to Wednesday, 7 June 2017 (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
2016 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 Thursday, 1 June
2017.
b. 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 Friday, 5 May
2017. 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.
c. 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.
d. 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 10:30 a.m. on Thursday, 25 May 2017 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.
ORDINARY RESOLUTIONS FOR (Note AGAINST (Note
5) 5)
----------------------------------------------------- -------------- --------------
1. To consider and approve the 2016 work
report of the board of directors (the
"Board") of the Company.
---- ----------------------------------------------- -------------- --------------
2. To consider and approve the 2016 work
report of the supervisory committee
of the Company.
---- ----------------------------------------------- -------------- --------------
3. To consider and approve the audited
consolidated financial statements of
the Company for the year 2016 prepared
under the PRC Accounting Standards and
the International Financial Reporting
Standards.
---- ----------------------------------------------- -------------- --------------
4. To consider and approve the profit distribution
proposal for the year 2016 as recommended
by the Board.
---- ----------------------------------------------- -------------- --------------
SPECIAL RESOLUTIONS FOR (Note AGAINST (Note
5) 5)
---------------------------------------------------- -------------- --------------
5. To authorise the Board of the Company
to exercise the powers to authorize,
allot and issue 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 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.
---- ---------------------------------------------- -------------- --------------
6. To consider and approve the resolution
in relation to the grant of a general
mandate to the Board to issue debt financing
instruments.
---- ---------------------------------------------- -------------- --------------
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 (Note2)
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 10:30 a.m. on Thursday, 25 May 2017 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: 2017
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 Friday, 5 May 2017.
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
Click on, or paste the following link into your web browser, to
view the associated PDF document.
http://www.rns-pdf.londonstockexchange.com/rns/9142B_-2017-4-7.pdf
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCOKODDFBKKOQK
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