TIDMAIRC
RNS Number : 7784Z
Air China Ld
05 September 2018
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.
AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's
Republic of China with limited liability)
(Stock Code: 00753)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting
(the "EGM") of Air China Limited (the "Company") will be held at
11:30 a.m. on Friday, 19 October 2018 at The Conference Room C713,
No. 30, Tianzhu Road, Airport Industrial Zone, Shunyi District,
Beijing, PRC to consider and, if thought fit, to pass the following
resolutions:
ORDINARY RESOLUTION
1. To consider and approve the share transfer agreement dated 30
August 2018 entered into between the Company and China National
Aviation Capital Holding Co., Ltd. and the transactions
contemplated thereunder, and authorize the Company's management to
conduct, at their absolute discretion, all the relevant matters in
relation to this transaction, including but not limited to:
(1) Develop and implement the specific scheme and transaction
details of this transaction, including but not limited to adjusting
relevant transaction prices within the permitted range, pursuant to
provisions of laws, administrative regulations and normative
documents, resolution of general meeting of the Company, and
requirements of regulatory authorities, taking the into
consideration the Company's actual situation;
(2) Adjust the scheme of this transaction according to
requirements or feedback of approval agencies and regulatory
authorities; authorize the management to adjust the scheme of this
transaction and proceed with the disposal in the event of new
provisions and requirements for this transaction by laws,
regulations and normative documents of the state or relevant
regulatory authorities, except where matters required to be voted
on at general meeting as per relevant laws and regulations and the
articles of association;
(3) Amend, supplement, sign, submit, present, and execute all
agreements and documents relating to this transaction and handle
relevant reporting matters in relation to this transaction;
(4) Handle such matters in relation to the review, approval,
filing, and registration of equity transfer of the transaction
target with industrial and commercial administration
authorities;
(5) Decide on and handle any other matters in relation to this
transaction to the extent permitted by laws, administrative
regulations, normative documents, and the articles of association
of the Company.
(6) The valid period of the authorization shall be 12 months
from the date the proposal is considered and passed at the general
meeting of the Company.
SPECIAL RESOLUTION
2. To consider and approve the amendments to the articles of
association of the Company as set out in Appendix II of the
circular of the Company dated 4 September 2018.
By order of the Board
Air China Limited
Cai Jianjiang
Chairman
Beijing, the PRC, 4 September 2018
As at the date of this notice, the directors of the Company are
Mr. Cai Jianjiang, Mr. Song Zhiyong, Mr. Xue Yasong, Mr. John
Robert Slosar, Mr. Wang Xiaokang*, Mr. Liu Deheng*, Mr. Stanley Hui
Hon-chung* and Mr. Li Dajin*.
* Independent non-executive director of the Company Notes:
1. Closure of register of members and eligibility for attending and voting at the EGM
Holders of H Shares of the Company are advised that the register
of members of H shares of the Company will be closed from
Wednesday, 19 September 2018 to Friday, 19 October 2018 (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 and voting at the EGM, 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 1712-16, 17/F,
Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, by 4:30
p.m. on Tuesday, 18 September 2018.
H Share Shareholders of the Company whose names appear on the
register of members of H shares of the Company on Wednesday, 19
September 2018 are entitled to attend and vote at the EGM.
2. Notice of Attendance
Holders of H Shares of the Company who intend to attend the EGM
should complete and lodge the accompanying notice of attendance and
return it to the Company's H Share registrar on or before
Friday,
28 September 2018. The notice of attendance may be delivered by
hand, by post or by fax to the Company's H Share registrar.
Completion and return of the notice of attendance do not affect the
right of a shareholder to attend and vote at the EGM. However, the
failure to return the notice of attendance may result in an
adjournment of the EGM, if the number of shares carrying the right
to vote represented by the shareholders proposing to attend the EGM
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 EGM.
3. Proxy
Every shareholder who has the right to attend and vote at the
EGM is entitled to appoint one or more proxies, whether or not they
are members of the Company, to attend and vote on his/her behalf at
the EGM.
A proxy shall be appointed by an instrument in writing. Such
instrument shall be signed by the appointor or his attorney duly
authorised in writing. If the 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 authorised in writing. The
instrument appointing the proxy shall be deposited at the Company's
H Share registrar for holders of H Shares not less than 24 hours
before the time specified for the holding of the EGM. If the
instrument appointing the proxy is signed by a person authorised by
the appointor, the power of attorney or other document of authority
under which the instrument is signed shall be notarised. The
notarised power of attorney or other document of authority shall be
deposited together and at the same time with the instrument
appointing the proxy at the Company's H Share registrar.
4. Other business
(i) The EGM 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
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
NOEUVRURWNAKRRR
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