TIDMAIRC
RNS Number : 2659G
Air China Ld
05 November 2018
If you are in doubt as to any aspect of this circular or as to
what action to take in relation to this circular, you should
consult your 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 in Air China
Limited, you should at once hand this circular and the accompanying
form of proxy and the notice of attendance to the purchaser or the
transferee or to the bank, stockbroker or other agent through whom
the sale was effected for transmission to the purchaser or
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)
CONTINUING CONNECTED TRANSACTION AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
A letter from the Board is set out on pages 4 to 21 of this
circular.
A notice convening the EGM to be held at 11:30 a.m. on Tuesday,
18 December 2018 at The Conference Room C713, No. 30, Tianzhu Road,
Airport Industrial Zone, Shunyi District, Beijing, the PRC, is set
out in Appendix I to this circular. Whether or not you are able to
attend the EGM, you are requested to complete and return the 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 EGM or any adjournment thereof.
Completion and return of the form of proxy will not preclude you
from attending and voting in person at the EGM or any adjournment
should you so wish.
2 November 2018
Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . 1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . 4
I. Introduction . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . 4
II. Continuing Connected Transaction . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . 5
III. EGM . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
IV. Recommendation . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . 21
APPIX I NOTICE OF EXTRAORDINARY GENERAL MEETING. . .
. . . 22
In this circular, the following expressions have the following
meanings, unless the context requires otherwise:
"2015 Circular" the circular issued by the Company
on 7 November 2015 to its Shareholders
in respect of certain continuing
connected transactions
"2015 EGM" the Company's extraordinary general
meeting held on 22 December 2015
"Articles of Association" the articles of association of the
Company, as amended from time to
time
"associate(s)" has the meaning ascribed to it by
the Hong Kong Listing Rules
"Board" the board of Directors of the Company
"CNACD" China National Aviation Construction
and Development Company, a wholly-owned
subsidiary of CNAHC
"CNACG" China National Aviation Corporation
(Group) Limited, a wholly-owned subsidiary
of CNAHC
"CNAHC" China National Aviation Holding Corporation
Limited, a state-owned enterprise
incorporated under the laws of the
PRC and the controlling shareholder
of the
Company
"CNAHC Group" CNAHC, its subsidiaries and its associates
(excluding the Group)
"CNAMC" China National Aviation Media Co.,
Ltd., a wholly-owned subsidiary of
CNAHC
"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 have been admitted
to the Official List of the UK Listing
Authority as its secondary listing
venue, and whose A shares are listed
on the Shanghai Stock Exchange
"Comprehensive Services the comprehensive services framework
Framework agreement entered into between the
Agreement" Company and CNAHC on 30 October 2018
"connected person" has the meaning ascribed to it by
the Hong Kong Listing Rules
"Construction Project Management the framework agreement for assigning
Framework Agreement" management of basic construction
project entered into between the
Company and CNACD on 30 October 2018
"CSRC" the China Securities Regulatory Commission
"Director(s)" the director(s) of the Company
"EGM" the extraordinary general meeting
of the Company to be held at 11:30
a.m. on Tuesday, 18 December 2018
at The Conference Room C713, No.
30, Tianzhu Road, Airport Industrial
Zone, Shunyi District, Beijing, the
PRC
"Government Charter Flight the government charter flight service
Service framework agreement entered into
Framework Agreement" between the Company and CNAHC on
30 October 2018
"Group" the Company and its subsidiaries
"H Shareholders" holders of the H Shares
"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
as its primary listing venue and
have been admitted to the Official
List of the UK Listing Authority
as its
secondary listing venue
"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
of Hong Kong Limited
"Hong Kong Stock Exchange" The Stock Exchange of Hong Kong Limited
"Independent Shareholders" the Shareholders of the Company other
than CNAHC and its associate(s)
"Latest Practicable Date" 30 October 2018, being the latest
practicable date prior to the printing
of this circular for ascertaining
certain information contained herein
"Media Services" including but not limited to the
operation, design, creation, planning,
production, promotion, and dissemination
in relation to aviation-related all-media
business sectors such as in-flight
entertainment system, in-flight network
platform, brand management, media
publicity management, advertisement
management, all-media platform management,
media cooperation management, and
copyright management
"Media Services Framework the media services framework agreement
Agreement" entered into between the Company
and CNAMC on 30 October 2018
"Percentage Ratio" has the meaning ascribed to it by
the Hong Kong Listing Rules
"Properties Leasing Framework the properties leasing framework
Agreement" agreement entered into between the
Company and CNAHC on 30 October 2018
"RMB" Renminbi, the lawful currency of
the PRC
"Sales Agency Companies" certain subsidiaries of CNAHC acting
as the Company's sales agents pursuant
to the Sales Agency Services Framework
Agreement
"Sales Agency Services the sales agency services framework
Framework agreement entered into between the
Agreement" Company and CNAHC on 30 October 2018
"Shanghai Listing Rules" the Rules Governing the Listing of
Stocks on the Shanghai Stock Exchange
"Shareholder(s)" the shareholders of the Company
"substantial shareholder" has the meaning ascribed thereto
under the Hong Kong Listing Rules
Directors:
Non-Executive Directors:
Mr. Cai Jianjiang (Chairman)
Mr. Xue Yasong
Mr. John Robert Slosar
Executive Director:
Mr. Song Zhiyong (President)
Independent Non-Executive Directors:
Mr. Wang Xiaokang
Mr. Liu Deheng
Mr. Hui Hon-chung, Stanley
Mr. Li Dajin
Registered Address:
Blue Sky Mansion
28 Tianzhu Road
Airport Industrial Zone
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
2 November 2018
To the Shareholders
Dear Sirs or Madams,
CONTINUING CONNECTED TRANSACTION AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
I. INTRODUCTION
Reference is made to the announcement of the Company dated 30
October 2018 in relation to, among other things, certain continuing
connected transactions of the Company. The purpose of this circular
is to provide you with further information on the abovementioned
matters so that you can make an informed decision on voting in
respect of the relevant resolution at the EGM.
II. CONTINUING CONNECTED TRANSACTIONS
1. Introduction
Reference is made to the 2015 Circular in relation to, among
others, the continuing connected transactions of the Company. At
the 2015 EGM, the Independent Shareholders approved certain
continuing connected transactions of the Company and their relevant
annual caps for the three years ending 31 December 2018 that are
required by the Shanghai Listing Rules to be approved by the
Independent Shareholders. The Company expected certain continuing
connected transactions set out in the 2015 Circular will continue
to be conducted after 31 December 2018, therefore the Company will
continue to comply with Chapter 14A of the Hong Kong Listing Rules
for such continuing connected transactions to be conducted in the
next three years (i.e. from 1 January 2019 to 31 December
2021).
On 30 October 2018, the Board approved the continuing connected
transactions set out in this circular and the relevant annual caps
for each of them for the three years ending 31 December 2021.
2. Parties and Connections of the Parties
The Company, whose principal business activity is air passenger,
air cargo and related services, conducts continuing connected
transactions with the following parties:
-- CNAHC
CNAHC is a substantial shareholder of the Company and is
therefore a connected person of the Company as defined under the
Hong Kong Listing Rules. CNAHC is primarily engaged in managing its
state-owned assets and its equity interest in investees, charter of
aircraft and maintenance of aviation equipment.
-- CNAMC
CNAMC is a wholly-owned subsidiary of CNAHC and is therefore a
connected person of the Company as defined under the Hong Kong
Listing Rules. CNAMC is primarily engaged in media and advertising
business.
-- CNACD
CNACD is a wholly-owned subsidiary of CNAHC and is therefore a
connected person of the Company as defined under the Hong Kong
Listing Rules. CNACD is primarily engaged in businesses such as
entrusted asset management, real estate development, and
implementation and supervision of construction projects.
3. Continuing Connected Transactions
3.1. Government Charter Flight Services
The Company entered into the Government Charter Flight Service
Framework Agreement with CNAHC on 30 October 2018.
Description of transaction: Pursuant to the Government Charter
Flight Service Framework Agreement, CNAHC shall resort to the
Company's charter flight services so as to fulfill the government
charter flight assignment. The Company's hourly rate of the charter
flight service fee will be calculated on the basis of the following
formula:
Hourly rate = Total cost per flight hour × (1 + 6.5%)
Total cost per flight hour includes direct costs and indirect
costs.
The initial term of the Government Charter Flight Service
Framework Agreement is from 1 January 2019 to 31 December 2021.
Upon expiration of the initial term, the Government Charter Flight
Service Framework Agreement may be automatically renewed for
successive terms of three years each, subject to the satisfaction
of the requirements of the Hong Kong Listing Rules/Shanghai Listing
Rules and the performance of the approval procedures required by
the Hong Kong Listing Rules/Shanghai Listing Rules. Upon expiry of
the Government Charter Flight Service Framework Agreement, the
Board will re-assess the terms and conditions of the Government
Charter Flight Service Framework Agreement, and the Company will
re-comply with the relevant rules governing connected transactions
under the Hong Kong Listing Rules/Shanghai Listing Rules. During
the term of the Government Charter Flight Service Framework
Agreement, either party may terminate the agreement on any 31
December by giving the other party at least three months' written
notice.
Reasons for the transaction: As the national flag carrier of
China, the Company has historically provided charter flights for
government related travel services to State leaders, government
delegations, national sports teams and cultural envoys. The Company
has gained significant brand recognition by being the designated
government charter flight carrier. Based upon the hourly rate
formula under the Government Charter Flight Service Framework
Agreement, it is expected that the Company will generate good
revenue from such transaction.
Historical Amounts and Proposed Caps:
Set forth below is a summary of the historical annual caps, the
actual amounts and the proposed annual caps for the total amount
payable by CNAHC to the Company under the Government Charter Flight
Service Framework Agreement:
Historical Historical Actual Proposed Annual
Annual Caps Amounts Caps
Unaudited
Actual Actual historical Estimated
annual annual amount annual
amount amount for amount
Annual Annual Annual for for the for Annual Annual Annual
cap cap cap the the period the cap cap cap
for for for year year from year for for for
the the the ended ended 1 January ending the the the
year year year 31 31 to 31 year year year
ended ended ended December December 30 December ending ending ending
Transaction 31 31 31 2016 2017 June 2018 31 31 31
December December December 2018 December December December
2016 2017 2018 2019 2020 2021
Total RMB900 RMB900 RMB900 RMB518 RMB441 RMB178 RMB500 RMB900 RMB900 RMB900
amount million million million million million million million million million million
payable
by CNAHC
to the
Company
in
accordance
with the
Government
Charter
Flight
Service
Framework
Agreement
Basis for such caps:
In arriving at the above caps, the Directors have considered the
historical and estimated transaction amounts for the same type of
transactions as set out in the table above and the following
factors:
-- given the growing influence of China in the world, the
government's visiting trips are expected to continue to increase
during the period from 2019 to 2021; and
-- uncertainties such as the future jet fuel price could lead to
an increase in flight-related costs.
3.2. Sales Agency Services
The Company entered into the Sales Agency Services Framework
Agreement with CNAHC on 30 October 2018.
Description of transaction: Pursuant to the Sales Agency
Services Framework Agreement, the Sales Agency Companies will:
-- procure purchasers for the Group's air tickets and cargo spaces on a commission basis; or
-- purchase air tickets (other than domestic air tickets) and
cargo spaces from the Group and resell such air tickets and cargo
spaces to end customers.
As for the air passenger agency services, the Group will consult
with the Sales Agency Companies on a fair and voluntary basis and
determine the agency service fee standards. In addition, the Group
and the Sales Agency Companies may agree on specific sales targets
and the corresponding incentive plans for achieving such targets to
the extent permitted by law and in accordance with the industry
practice.
As for the air cargo agency services, the Group and the Sales
Agency Companies will discuss and determine the applicable
transportation prices, which shall be no less favourable than the
prices offered by independent third parties in the PRC air cargo
transportation market for transporting such products, with
reference to prices charged by air cargo agencies of the same scale
and type, as well as the specific product types and required
transportation time. The Sales Agency Companies may formulate the
transportation prices charged to their customers (including the
prices for extended services offered to their customers) based on
the aforesaid transportation prices, with differences to be
retained as commissions. In addition, the Group and the Sales
Agency Companies may agree on specific sales targets and the
corresponding price discounts for achieving such sales targets in
accordance with the industry practice.
The initial term of the Sales Agency Services Framework
Agreement is from 1 January 2019 to 31 December 2021. Upon
expiration of the initial term, the Sales Agency Services Framework
Agreement may be automatically renewed for successive terms of
three years each, subject to the satisfaction of the requirements
of the Hong Kong Listing Rules/Shanghai Listing Rules and the
performance of the approval procedures required by the Hong Kong
Listing Rules/Shanghai Listing Rules. Upon expiry of the Sales
Agency Services Framework Agreement, the Board will re-assess the
terms and conditions of the Sales Agency Services Framework
Agreement, and the Company will re-comply with the relevant rules
governing connected transactions under the Hong Kong Listing
Rules/Shanghai Listing Rules. During the term of the Sales Agency
Services Framework Agreement, either party may terminate the
agreement on any 31 December by giving the other party at least
three months' written notice.
Reasons for the transaction: The Group has entered into similar
transactions with various parties including both connected persons
and independent third parties in its ordinary course of business.
Air transportation sales agency is a highly marketized business. In
view of the long-term amicable sales agency cooperation
relationship between the Group and the Sales Agency Companies as
well as the rich experience and sizable customer base of the latter
in the air transportation agency business, the Group is willing to
continue working with the Sales Agency Companies to provide air
transportation sales agency services.
For each of the three years ending 31 December 2019, 2020, and
2021, the aggregate annual amount of sales of airline tickets and
cargo space by the Group to CNAHC Group and the aggregate annual
amount of agency commission payable by the Group to CNAHC Group
under the Sales Agency Services Framework Agreement are expected to
fall below the de minimis threshold as stipulated under Rule
14A.76(1)(a) of the Hong Kong Listing Rules; therefore, the above
transaction will be exempt from the reporting, annual review,
announcement and independent shareholders' approval requirements
under Chapter 14A of the Hong Kong Listing Rules for continuing
connected transactions.
3.3. Comprehensive Services
The Company entered into the Comprehensive Services Framework
Agreement with CNAHC on 30 October 2018.
Description of transaction: Pursuant to the Comprehensive
Services Framework Agreement:
-- CNAHC Group will be appointed as one of the providers of
ancillary production and supply services of the Group. The primary
services provided by CNAHC Group (provided that its relevant
members have obtained the relevant qualifications and
certifications) to the Group include but are not limited to:
(1) supply of various items for in-flight services;
(2) property management services in areas including Beijing,
Chengdu, Chongqing, Shanghai, Hangzhou and Guangzhou;
(3) hotel accommodation and staff recuperation;
(4) airline catering services; and
(5) printing of air tickets and other publications.
-- The Company accepts the commission of CNAHC and will provide
welfare- logistics services for CNAHC's retired employees.
-- The prices of airline catering services to be provided by
CNAHC Group to the Group will be determined by the parties based on
the prices for the same type of catering services available from
independent third parties with reference to relevant factors as
mentioned below. A department or an officer designated by the two
parties will be responsible for verifying market price for the same
type of catering services available from independent third parties.
In general, inquires on prices and terms will be made to at least
two independent third parties by e-mail, facsimile or telephone.
The transaction price will be determined by the two parties after
comparison and taking into consideration certain factors
including
cost of raw materials and labour costs. When products change
according to service demands, appropriate adjustment will be made
upon negotiation between the two parties based on the variation in
cost of raw materials or CPI index.
-- The prices of property management services to be provided by
CNAHC Group to the Group will be determined by the parties based on
the price for the same type of property management services
available from independent third parties with reference to relevant
factors as mentioned below. A department or an officer designated
by the two parties will be responsible for verifying the prices and
terms of the same type of property management services available
from independent third parties. In general, inquiries on prices and
terms will be made to at least two independent third parties by
e-mail, facsimile or telephone. The price of property management
services will be determined by the two parties after comparison and
taking into consideration certain factors including quality, scope
and type of property management services and specific needs of the
parties.
-- The prices of hotel accommodation and staff recuperation
services to be provided by CNAHC Group to the Group shall be no
less favourable than the prices for the same type of guest room
products or services available from independent third parties of
the same level in the area of the hotel. A department or an officer
designated by the Company will be responsible for verifying the
prices and terms for the same type of products and services
available from independent third parties. In general, inquires on
prices and terms will be made to at least two independent third
parties by e-mail, facsimile or telephone. The prices will be
determined by the two parties after comparison and taking into
consideration certain factors including quality of products and
services, seasonal demand in the hotel industry, location of hotel
and specific needs of the parties.
-- For supply of items for in-flight services, printing and
other services to be provided by CNAHC Group to the Group, CNAHC
Group as a supplier of the Group shall provide such services in
accordance with the bidding management requirements of the Group.
The prices of such services shall be no less favourable than the
prices of similar products or services available from independent
third parties.
-- The management charges payable by CNAHC to the Company for
the welfare logistics services shall be settled at a rate of 4% of
the actual aggregate welfare expense paid to such retired employees
as confirmed by CNAHC.
The initial term of the Comprehensive Services Framework
Agreement is from 1 January 2019 to 31 December 2021. Upon
expiration of the initial term, the Comprehensive Services
Framework Agreement may be automatically renewed for successive
terms of three years each, subject to the satisfaction of the
requirements of the Hong Kong Listing Rules/ Shanghai Listing Rules
and the performance of the approval procedures required by the Hong
Kong Listing Rules/Shanghai Listing Rules. Upon expiry of the
Comprehensive Services
Framework Agreement, the Board will re-assess the terms and
conditions of the Comprehensive Services Framework Agreement, and
the Company will re-comply with the relevant rules governing
connected transactions under the Hong Kong Listing Rules/Shanghai
Listing Rules. During the term of the Comprehensive Services
Framework Agreement, either party may terminate the agreement on
any 31 December by giving the other party at least three months'
written notice.
Reasons for the transaction: For the services to be provided by
CNAHC Group, the Directors believe that CNAHC Group has special
strengths that independent parties do not possess, including (i)
knowledge of the aviation industry; (ii) a proven track record of
quality and timely service; and (iii) the sites, where services are
provided by CNAHC Group, are generally near to the site of the
Group, and therefore CNAHC Group is in a position to offer
efficient services. In light of these factors, the Directors
believe that it is in the best interest of the Group to enter into
the above transactions with CNAHC Group.
Historical Amounts and Proposed Caps:
Set forth below is a summary of the historical annual caps, the
actual amounts and the proposed annual caps of the total amount
payable by the Group to CNAHC Group in accordance with the
Comprehensive Services Framework Agreement:
Historical Historical Actual Proposed Annual
Annual Caps Amounts Caps
Unaudited
Actual Actual historical Estimated
annual annual amount annual
amount amount for amount
Annual Annual Annual for for the for Annual Annual Annual
cap cap cap the the period the cap cap cap
for for for year year from year for for for
the the the ended ended 1 January ending the the the
year year year 31 31 to 31 year year year
Transaction ended ended ended December December 30 December ending ending ending
31 31 31 2016 2017 June 2018 31 31 31
December December December 2018 December December December
2016 2017 2018 2019 2020 2021
Amount RMB1,375 RMB1,513 RMB1,664 RMB1,251 RMB1,285 RMB711 RMB1,500 RMB2,100 RMB2,500 RMB3,000
payable million million million million million million million million million million
by the
Group to
CNAHC Group
in accordance
with the
Comprehensive
Services
Framework
Agreement
For each of the three years ending 31 December 2019, 2020 and
2021, the aggregate annual amount payable by CNAHC to the Company
for the provision of welfare-logistics services to the retired
employees is expected to fall below the de minimis threshold as
stipulated under Rule 14A.76(1)(a) of the Hong Kong Listing Rules,
therefore such transaction will be exempt from the reporting,
annual review, announcement and independent shareholders' approval
requirements under Chapter 14A of the Hong Kong Listing Rules for
continuing connected transactions.
Basis for such caps:
In arriving at the above caps, the Directors have considered the
historical transaction amount for the same type of transactions and
have taken into account the expected growth of the Group's air
passenger services in the next few years. As the Group has been
continually expanding its fleet size and increasing its
transportation capacity, the demand for ancillary production and
supply services such as supply of items for in-flight services,
airline catering services and aviation ground services will
continue to grow and the transaction amount under the Comprehensive
Services Framework Agreement is expected to increase accordingly.
In addition, the increase in labour cost in the future will result
in the increase in transaction amount. In light of the above
factors, based on the annual cap of 2018 and the annual growth rate
of approximately 20%, it is expected that the amount payable by the
Group to CNAHC Group in 2019 in accordance with the Comprehensive
Services Framework Agreement will not exceed RMB2,100 million, and
will increase at an annual rate of 20% afterwards.
3.4. Property Leasing
The Company entered into the Properties Leasing Framework
Agreement with CNAHC on 30 October 2018.
Description of transaction: Pursuant to the Properties Leasing
Framework Agreement, CNAHC Group agreed to lease part of its
properties to the Group for uses as its business premises, offices
and storage housing; and the Group also agreed to lease to CNAHC
Group part of its properties for the same uses.
The rent payable under the Properties Leasing Framework
Agreement will be determined by the two parties based on the prices
for leasing services available from independent third parties for
the same type of properties in close proximity to the properties
with reference to relevant factors as mentioned below. A department
or an officer designated by the two parties will be responsible for
verifying the prices and terms for the same type of properties and
related services available from independent third parties. In
general, inquires on prices and terms will be made to at least two
independent third parties by e-mail, facsimile or telephone. The
property leasing prices will be determined by the two parties after
comparison and taking into consideration certain factors including
property service quality, location and district of properties and
specific needs of the parties, and specific property leasing
agreements will be entered into.
The initial term of the Properties Leasing Framework Agreement
is from 1 January
2019 to 31 December 2021. Upon expiration of the initial term,
the Properties Leasing Framework Agreement may be automatically
renewed for successive terms of three years each,
subject to the satisfaction of the requirements of the Hong Kong
Listing Rules/Shanghai Listing Rules and the performance of the
approval procedures required by the Hong Kong Listing
Rules/Shanghai Listing Rules. Upon expiry of the Properties Leasing
Framework Agreement, the Board will re-assess the terms and
conditions of the Properties Leasing
Framework Agreement, and the Company will re-comply with the
relevant rules governing connected transactions under the Hong Kong
Listing Rules/Shanghai Listing Rules. During the term of the
Properties Leasing Framework Agreement, either party may terminate
the agreement on any 31 December by giving the other party at least
three months' written notice.
Reasons for such transaction: In the ordinary course of
business, the Group has entered into similar property leasing
transactions with various parties including both connected persons
and independent third parties.
Historical Amounts:
Set forth below is the historical annual caps and the actual
amounts of the rent payable by the Group to CNAHC Group under the
properties leasing framework agreement entered between the Company
and CNAHC on 29 October 2015:
Historical Annual Historical Actual Amounts
Caps
Unaudited
Actual Actual historical Estimated
annual annual amount annual
amount amount for the amount
Annual Annual Annual for the for the period for
cap for cap for cap for year year from the
the year the year the year ended ended 1 January year
ended ended ended 31 31 to 30 ending
31 December 31 December 31 December December December June 31
Transaction 2016 2017 2018 2016 2017 2018 December
2018
Rent payable RMB155 RMB178 RMB200 RMB104 RMB107 RMB52 RMB117
by the Group million million million million million million million
to CNAHC
Group
Proposed Caps:
As IFRS 16 "Lease" will take effect from 1 January 2019 and be
applicable to financial years starting on or after 1 January 2019,
pursuant to the requirements of the Hong Kong Stock Exchange, the
annual caps for the continuing connected transactions of property
leasing with the Group as the lessee for the years 2019, 2020 and
2021 will be set based on the total value of right-of-use assets
relating to the leases to be entered into by the Group, as detailed
in the table below:
Proposed Annual Caps
Annual cap Annual cap Annual cap
for the year for the year for the year
ending 31 December ending 31 December ending 31
2019 2020 December 2021
Total value RMB500 million RMB550 million RMB620 million
of right-of-
use assets relating
to the leases
to be entered
into by the
Group acting
as lessee in
accordance with
the Properties
Leasing Framework
Agreement
The aggregate annual amount of rent payable by CNAHC Group to
the Group for each of the three years ending 31 December 2019, 2020
and 2021 are expected to fall below the de minimis threshold as
stipulated under Rule 14A.76(1)(a) of the Hong Kong Listing Rules,
and therefore such transaction will be exempt from the reporting,
annual review, announcement and independent shareholders' approval
requirements under Chapter 14A of the Hong Kong Listing Rules for
continuing connected transactions.
Basis for such caps:
In arriving at the above caps, the Directors have considered (i)
the historical transaction amount for the same type of
transactions; (ii) the future growth of rent (estimated to be
approximately 5% per year) payable by the Group to CNAHC Group and
the increase in the leasing of the Group (estimated to be
approximately 10% per year) arising from business development of
the Group; (iii) the estimated future total annual rents to be paid
by the Group to CNAHC Group by taking the above factors into
consideration, the amount of which for the years 2019, 2020 and
2021 is estimated to be not exceeding RMB135 million, RMB155
million and RMB179 million, respectively; and (iv) the value of
right-of-use assets calculated by discounting the estimated total
annual rents of the future years using the incremental borrowing
rate of the Group as the discount rate.
3.5. Media Services
The Company entered into the Media Services Framework Agreement
with CNAMC on 30 October 2018.
Description of transaction: Pursuant to the Media Services
Framework Agreement, CNAMC will provide Media Services to the
Group. Of which, the Company grants CNAMC an exclusive right to
distribute in-flight reading materials of the Company. Based on
business
needs, CNAMC and the Company will enter into relevant business
execution agreements under which the Company shall be responsible
for the standards, budgets, and appraisal of business execution
while CNAMC shall be responsible for the actual implementation of
business execution. Where CNAMC provides Media Services for the
subsidiaries of the Company, the parties thereto will enter into
relevant business execution agreements based on the principles
under the Media Services Framework Agreement.
-- In respect of Media Services provided by CNAMC to the
Company, the Company shall pay CNAMC relevant service fees as per
the market price. In general, inquires by e-mail, facsimile or
telephone on prices and terms will be made by the Company to at
least two independent third parties, and the transaction price will
be determined by the two parties after comparison and taking into
consideration certain factors including specific needs of the
parties to the transaction and the service quality.
-- In respect of the Company's media resources used by CNAMC in
operating the Company's media business, CNAMC shall pay the Company
an annual media resource charge of RMB13.8915 million for each of
the three years of 2019, 2020, and 2021 as per the comparable
market prices of the media resources.
The initial term of the Media Services Framework Agreement is
from 1 January 2019 to
31 December 2021. Upon expiration of the initial term, the Media
Services Framework Agreement may be automatically renewed for
successive terms of three years each, subject to the satisfaction
of the requirements of the Hong Kong Listing Rules/Shanghai Listing
Rules and the performance of the approval procedures required by
the Hong Kong Listing Rules/ Shanghai Listing Rules. Upon expiry of
the Media Services Framework Agreement, the Board will re-assess
the terms and conditions of the Media Services Framework Agreement,
and the Company will re-comply with the relevant rules governing
connected transactions under the Hong Kong Listing Rules/Shanghai
Listing Rules. During the term of the Media Services Framework
Agreement, either party may terminate the agreement on any 31
December by giving the other party at least three months' written
notice.
Reasons for such transaction: The Directors believe that it is
in the best interest of the Company to enter into above transaction
with CNAMC because:
-- media and advertising business is not the core competency of
the Company while CNAMC has extensive experience in in-flight
advertising operation and has a proven network of advertising
sponsors to draw upon; and
-- as a company having engaged in the aviation media business
for a long time, CNAMC possesses professional qualifications and
team and has a profound understanding of the corporate culture and
brand of the Company as well as advantages in aviation media
business sectors such as entertainment programmes production and
advertising agency.
Historical Amounts and Proposed Caps:
Set forth below is a summary of the historical annual caps, the
actual amounts and the proposed annual caps for the amount payable
by the Group to CNAMC under the Media Services Framework
Agreement:
Historical Historical Actual Proposed Annual
Annual Caps Amounts Caps
Unaudited
Actual Actual historical Estimated
annual annual amount annual
amount amount for amount
Annual Annual Annual for for the for Annual Annual Annual
cap cap cap the the period the cap cap cap
for for for year year from year for for for
the the the ended ended 1 January ending the the the
year year year 31 31 to 31 year year year
ended ended ended December December 30 December ending ending ending
Transaction 31 31 31 2016 2017 June 2018 31 31 31
December December December 2018 December December December
2016 2017 2018 2019 2020 2021
Amount RMB270 RMB297 RMB326.7 RMB208 RMB158 RMB80 RMB290 RMB550 RMB700 RMB750
payable million million million million million million million million million million
by the
Group to
CNAMC in
accordance
with the
Media
Services
Framework
Agreement
The annual amount payable by CNAMC to the Group under the Media
Services Framework Agreement for each of the three years ending 31
December 2019, 2020 and 2021 is expected to fall below the de
minimis threshold as stipulated under Rule 14A.76(1)(a) of the Hong
Kong Listing Rules, and therefore such transaction will be exempt
from the reporting, annual review, announcement and independent
shareholders' approval requirements under Chapter 14A of the Hong
Kong Listing Rules for continuing connected transactions.
Basis for such caps:
In arriving at the above caps, the Directors have considered the
historical and estimated transaction amounts for the same type of
transactions as set out in the table above and the following
factors:
Firstly, as the Group expands its fleet size, the need of the
Group for aviation media businesses such as entertainment
programmes and advertising agency will increase accordingly.
Secondly, the Company's service development strategy requires the
continuous enhancement of its service quality. Therefore, the
Company will
continuously increase its investment in the purchase,
production, promotion, and dissemination of aviation media
business, and commission CNAMC to provide more Media Services. As a
result of the above factors, it is expected that the transaction
amount from 2019 to 2021 will increase. Based on the estimated
transaction amount to
be paid by the Group to CNAMC in 2018 and given the above
business growth, it is expected that the transaction amount will
not exceed RMB550 million in 2019, and will not exceed RMB700
million and RMB750 million in 2020 and 2021, respectively.
3.6. Construction Project
The Company entered into the Construction Project Management
Framework Agreement with CNACD on 30 October 2018.
Description of transaction: Pursuant to the Construction Project
Management Framework Agreement, CNACD is commissioned by the
Company to serve as the manager of the construction projects and
establish project headquarters. It shall provide management
services for the Company's projects based on project
characteristics using its industry expertise and professional
skills. The management work includes the management at the early
stage, management during the implementation of the project, and
management at the late stage.
CNACD receives service fees from the Company based on the
audited amounts in the financial settlement of specific
commissioned projects in accordance with the commissioned
management contract. The service fees shall be calculated as 3% of
the audited amount in the financial settlement of the investment
relating to the management contents provided by CNACD as
commissioned by the Company, with the rewards and penalties agreed
by both parties based on the project management progress and the
balance and the particulars to be specified in individual project
commissioned management contracts. Alternatively, CNACD may receive
service fees from the Company as per the commissioned management
contents based on the size of or investment in the projects to be
commissioned, and the service fees shall be calculated as per the
full-labor cost (including management fee) based on the human
resources and materials invested by CNACD, with the rewards and
penalties agreed by both parties based on the project management
progress and the balance and the particulars to be specified in
relevant agreements. If the actual settlement price of the project
exceeds the investment amount agreed upon by both parties due to
reasons not caused by the Company, the government and force
majeure, CNACD shall pay the excess settlement price.
The initial term of the Construction Project Management
Framework Agreement is from 1 January 2019 to 31 December 2021.
Upon expiration of the initial term, the Construction Project
Management Framework Agreement may be automatically renewed for
successive terms of three years each, subject to the satisfaction
of the requirements of the Hong Kong Listing Rules/Shanghai Listing
Rules and the performance of the approval procedures required by
the Hong Kong Listing Rules/Shanghai Listing Rules. Upon expiry of
the Construction Project Management Framework Agreement, the Board
will re-assess the terms and conditions of the Construction Project
Management Framework Agreement, and the Company will re- comply
with the relevant rules governing connected transactions under the
Hong Kong Listing Rules/Shanghai Listing Rules. During the term of
the Construction Project Management Framework Agreement, either
party may terminate the agreement on any 31 December by giving the
other party at least three months' written notice.
Reasons for such transaction: The Directors believe that it is
in the best interest of the Group to enter into the above
transaction with CNACD because:
-- CNACD specializes in construction projects relating to the
aviation industry, has extensive experience in construction project
management relating to the aviation industry, and cooperated well
with the Company in the past; and
-- Commissioned management is a management model commonly used
in large infrastructure construction projects. Outsourcing
construction project management enables the Company to concentrate
its management resources on the operation of core businesses.
Historical amount and proposed caps:
Set forth below is a summary of the historical annual caps, the
actual amount and the proposed annual caps for the amount payable
by the Company to CNACD under the Construction Project Management
Framework Agreement:
Historical Historical Actual Proposed Annual
Annual Caps Amount Caps
Actual Actual Unaudited Estimated
annual annual amount annual
amount amount for amount
Annual Annual Annual for for the for Annual Annual Annual
cap cap cap the the period the cap cap cap
for for for year year from year for for for
the the the ended ended 1 January ending the the the
year year year 31 31 to 31 year year year
ended ended ended December December 30 December ending ending ending
Transaction 31 31 31 2016 2017 June 2018 31 31 31
December December December 2018 December December December
2016 2017 2018 2019 2020 2021
Amount Below the de RMB4 RMB1 RMB5 RMB27 RMB120 RMB130 RMB130
payable minimis threshold million million million million million million million
by the as stipulated
Company under Rule
to CNACD 14A.76(1)(a)
in of the Hong
accordance Kong Listing
with the Rules
Construction
Project
Management
Framework
Agreement
Basis for such caps: As its business develops, the Company
expects an increase in demand for new, rebuilding and expansion,
and maintenance projects over the next three years. Meanwhile, for
construction projects that have been planned but not started, it is
expected that the progress will be accelerated in the future as the
Company's urgency for using the construction projects has
intensified, and project expense will increase accordingly.
Therefore, it is expected that the transaction amount from 2019 to
2021 will increase compared with that of the past. It is estimated
that the total amount payable by the Company to CNACD under the
Construction Project Management Framework Agreement will not exceed
RMB120 million in 2019, and will not exceed RMB130 million in 2020
and 2021.
4. INTERNAL CONTROL
The Company has adopted the following measures to ensure that
the above continuing connected transactions will be conducted on
normal commercial terms and in accordance their respective
framework agreements and the pricing policies of the Company:
-- Before entering into the above connected transactions, the
Finance Department, the Legal Department, the Asset Management
Department (which has a dedicated sub- division responsible for
management of connected transactions) and if applicable, certain
other relevant departments of the Company will review the proposed
terms for the individual transactions and discuss with the relevant
business department of the Group to ensure that such transactions
are conducted on normal commercial terms and terms of applicable
framework agreements and in compliance with the pricing policies of
the Group before these relevant departments approve the finalized
transaction agreements according to their authority within the
Group.
-- The Asset Management Department of the Company is responsible
for supervising connected transactions. The Asset Management
Department will regularly monitor and collect detailed information
on relevant continuing connected transactions (including but not
limited to the implementation of the pricing policies, payment
arrangement, and actual transaction amounts of the above continuing
connected transactions) to ensure that such transactions are
conducted in accordance with applicable framework agreements for
continuing connected transactions. In addition, the Asset
Management Department will be responsible for reviewing and
evaluating the actual transaction amount and cap balance of the
above continuing connected transactions on a monthly basis. If the
relevant cap is expected to be exceeded, the Asset Management
Department will report to the management of the Company and take
appropriate measures in accordance with the relevant requirements
of the Hong Kong Listing Rules and/or the Shanghai Listing
Rules.
-- The Internal Audit Department of the Company is responsible
for carrying out annual assessment on the internal control
procedures of the Group, including but not limited to information
relating to the management of continuing connected transactions. In
addition, the Internal Audit Department is responsible for
preparing the annual assessment report on internal control and will
submit the same to the Board for review and approval.
-- The independent auditor and the independent non-executive
Directors of the Company will conduct annual review on the
non-exempt continuing connected transactions.
5. HONG KONG LISTING RULES IMPLICATIONS
As each of the applicable Percentage Ratios (other than the
profits ratio) of the continuing connected transactions (excluding
the de minimis continuing connected transactions) set out above, on
an annual basis, is higher than 0.1% and less than 5.0%, they
therefore fall under Rule 14A.76(2)(a)
of the Hong Kong Listing Rules. Accordingly, these continuing
connected transactions are subject to the reporting, announcement
and annual review requirements under Chapter 14A of the Hong Kong
Listing Rules, but are exempted from the Independent Shareholders'
approval requirement.
Mr. Cai Jianjiang, Mr. Song Zhiyong, and Mr. Xue Yasong are
considered to have a material interest in each of the continuing
connected transactions set out above and therefore have abstained
from voting in the relevant board resolution in respect of the
continuing connected transactions. Save as disclosed above, none of
the Directors have a material interest in any of the continuing
connected transactions and hence no other Director is required to
abstain from voting in the relevant board resolution.
6. PRC LAW IMPLICATIONS
Pursuant to the Shanghai Listing Rules, the following agreements
shall be approved or ratified by the Independent Shareholders at
the extraordinary general meeting of the Company:
(1) Government Charter Flight Service Framework Agreement;
(2) Sales Agency Services Framework Agreement;
(3) Comprehensive Services Framework Agreement;
(4) Properties Leasing Framework Agreement;
(5) Media Services Framework Agreement.; and
(6) Construction Project Management Framework Agreement.
III. EGM
The Company will convene an EGM at 11:30 a.m. on Tuesday, 18
December 2018 at The Conference Room C713, No. 30, Tianzhu Road,
Airport Industrial Zone, Shunyi District, Beijing, the PRC. Votes
on the resolution to be considered at the EGM shall be taken by way
of poll. The notice of EGM is reproduced in Appendix I to this
circular. A form of proxy and a notice of attendance are also
enclosed herein and published on the websites of the Hong Kong
Stock Exchange (www.hkexnews.hk) and the Company (http://
www.airchina.com.cn).
Pursuant to Rule 14A.36 of the Hong Kong Listing Rules, any
Shareholder with a material
interest in the continuing connected transactions described in
Section II of this circular is required to abstain from voting on
the relevant resolution at the EGM. As at the Latest Practicable
Date, CNACG is a wholly-owned subsidiary of CNAHC. Therefore, CNAHC
and CNACG are required to abstain from voting on the resolution in
respect of the above continuing connected transactions. As at the
Latest Practicable Date,
CNAHC and CNACG held an aggregate of 7,508,571,617 shares of the
Company (representing approximately 51.70% of the issued share
capital of the Company), control or are entitled to control over
the voting right in respect of their shares in the Company. To the
best knowledge, information and belief of
the Directors, having made all reasonable enquiries, save as
disclosed above, no Shareholder has a material interest in the
above resolution or should be required to abstain from voting on
the relevant resolution at the EGM.
The Company will close its register of members and suspend the
registration of transfer of shares from Sunday, 18 November 2018 to
Tuesday, 18 December 2018 (both days inclusive) in order to
determine the list of holders of the Company who will be entitled
to attend and vote at the EGM. Shareholders of the Company whose
names appear on the register of members of the Company on Sunday,
18 November 2018 may attend the EGM after completing the
registration procedures. In order to qualify for attendance 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,
by 4:30 p.m. on Friday, 16 November 2018.
Whether or not you intend to attend the EGM, you are requested
to complete and return the form of proxy in accordance with the
instruction printed thereon as soon as possible but in any event
not less than 24 hours before the time appointed for convening the
EGM or any adjournment thereof. If you intend to attend the EGM,
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 Wednesday, 28 November 2018.
Completion and return of the proxy form will not preclude you from
attending and voting in person at the EGM or at any adjourned
meeting thereof should you so wish and completion and return of the
notice of attendance do not affect the right of a shareholder to
attend the meeting.
Pursuant to Shanghai Listing Rules, the related shareholders (as
defined in Shanghai Listing Rules) of the Company are required to
abstain from voting on the relevant resolution at the EGM.
Therefore, CNAHC and CNACG are required to abstain from voting on
the resolution in respect of the Government Charter Flight Service
Framework Agreement, the Sales Agency Services Framework Agreement,
the Comprehensive Services Framework Agreement, the Properties
Leasing Framework Agreement, the Media Services Framework
Agreement, and the Construction Project Management Framework
Agreement.
IV. RECOMMATION
The Board (including the independent non-executive Directors)
considers that the terms and conditions of the continuing connected
transactions set out in Section II of this circular are fair and
reasonable. Such continuing connected transactions are on normal
commercial terms or better and in the ordinary and usual course of
business of the Company, and are in the interests of the Company
and its Shareholders as a whole. The Board also considers that the
annual caps for each of the three years ending 31 December 2019,
2020 and 2021 for the abovementioned continuing connected
transactions are fair and reasonable. The Board recommends the
Shareholders to vote in favour of the resolution which will be
proposed at the EGM.
By Order of the Board
Cai Jianjiang
Chairman
Beijing, the PRC
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 Tuesday, 18 December 2018 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 resolution. Unless otherwise indicated, capitalised
terms used herein shall have the same meaning as those defined in
the circular of the Company dated 2 November 2018.
ORDINARY RESOLUTION
1. To consider and approve the following continuing connected
transaction agreements, the transactions contemplated thereunder
and their respective annual caps:
(1) The Government Charter Flight Service Framework Agreement
entered into between the Company and CNAHC on 30 October 2018;
(2) The Sales Agency Services Framework Agreement entered into
between the Company and CNAHC on 30 October 2018;
(3) The Comprehensive Services Framework Agreement entered into
between the Company and CNAHC on 30 October 2018;
(4) The Properties Leasing Framework Agreement entered into
between the Company and CNAHC on 30 October 2018;
(5) The Media Services Framework Agreement entered into between
the Company and CNAMC on 30 October 2018; and
(6) The Construction Project Management Framework Agreement
entered into between the Company and CNACD on 30 October 2018.
By Orders of the Board
Air China Limited
Cai Jianjiang
Chairman
Beijing, the PRC, 2 November 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 the Company will be closed from Sunday, 18 November
2018 to Tuesday, 18 December 2018 (both days inclusive), during
which time no transfer 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 Friday, 16 November 2018.
H Share Shareholders of the Company whose names appear on the
register of members of H shares of the Company on Sunday, 18
November 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
Wednesday, 28 November 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 or any
adjournment thereof. 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
FORM OF PROXY FOR EXTRAORDINARY 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 extraordinary general meeting (or at any adjournment thereof)
of the Company to be held at 11:30 a.m. on Tuesday, 18 December
2018 at The Conference Room C713, No. 30, Tianzhu Road, Airport
Industrial Zone, Shunyi District, Beijing, the PRC (the "Meeting")
for the purpose of considering and, if thought fit, passing the
resolution (the "Resolution") as set out in the notice convening
the Meeting (the "Notice"); 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 Resolution as hereunder indicated or, if no such
indication is given, as my/our voting proxy thinks fit.
ORDINARY RESOLUTION FOR(Note AGAINST(Note ABSTAIN(Note
5) 5) 5)
1. To consider and approve the
following continuing connected
transaction agreements, the
transactions contemplated thereunder
and their respective annual
caps:
---------------------------------------- ------------------------------------------
(1) The Government Charter Flight
Service Framework Agreement
entered into between the Company
and CNAHC on 30 October 2018;
--- ----------------------------------- ------------ ------------- -------------
(2) The Sales Agency Services
Framework Agreement entered
into between the Company and
CNAHC on 30 October 2018;
--- ----------------------------------- ------------ ------------- -------------
(3) The Comprehensive Services
Framework Agreement entered
into between the Company and
CNAHC on 30 October 2018;
--- ----------------------------------- ------------ ------------- -------------
(4) The Properties Leasing Framework
Agreement entered into between
the Company and CNAHC on 30
October 2018;
--- ----------------------------------- ------------ ------------- -------------
(5) The Media Services Framework
Agreement entered into between
the Company and CNAMC on 30
October 2018; and
--- ----------------------------------- ------------ ------------- -------------
(6) The Construction Project Management
Framework Agreement entered
into between the Company and
CNACD on 30 October 2018.
--- ----------------------------------- ------------ ------------- -------------
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". IF YOU WISH TO VOTE ABSTAINED,
TICK THE APPROPRIATE BOX MARKED "ABSTAIN". 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 three boxes for the same resolution cannot exceed the
number of Shares stated above as held by you. Any abstain vote will
be counted in the calculation of the required majority.
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.
EXTRAORDINARY GENERAL MEETING NOTICE OF ATTENDANCE
To: Air China Limited (the "Company")
I/We (Note 1)
of , being the registered holder of (Note 2) H Shares in the share capital of the Company hereby inform the Company that I/we intend to attend the extraordinary general meeting to be held at 11:30 a.m. on Tuesday, 18 December 2018 at The Conference Room C713, No. 30, Tianzhu Road, Airport Industrial Zone, Shunyi District, Beijing, the PRC or to appoint proxies to attend on my/our behalf.
Signature:
Date: 2018
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 Wednesday, 28 November 2018.
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
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
NOGFKQDNFBDKPDK
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