NOTICE OF ANNUAL GENERAL MEETING
Updated : 13:08
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中國國際航空股份有限公司
AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 00753)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an annual general meeting (the "AGM") of Air China Limited (the "Company") for the year ended 31 December 2018 will be held at 11:00 a.m. on Thursday, 30 May 2019 at The Conference Room C713, No. 30, Tianzhu Road, Airport Industrial Zone, Shunyi District, Beijing, the PRC to consider and, if thought fit, to pass the following resolutions.
ORDINARY RESOLUTIONS
1. To consider and approve the 2018 work report of the board of directors (the "Board") of the Company.
2. To consider and approve the 2018 work report of the supervisory committee of the Company.
3. To consider and approve the appointment of Mr. Cao Jianxiong as a non-executive director of the Company, whose biographical details are set out in Appendix I to this notice.
4. To consider and approve the audited consolidated financial statements of the Company for the year 2018 prepared under the PRC Accounting Standards and the International Financial Reporting Standards.
5. To consider and approve the profit distribution proposal for the year 2018 as recommended by the Board.
6. To consider and approve the re-appointment of Deloitte Touche Tohmatsu as the Company's international auditor and Deloitte Touche Tohmatsu Certified Public Accountants LLP as the Company's domestic auditor and internal control auditor respectively for the year 2019 and to authorise the management to determine their remunerations for the year 2019.
SPECIAL RESOLUTION
7. To consider and approve the issue of debt financing instruments (including 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) within the permissible size under the applicable laws and regulations in one or multiple tranche(s), the details of which are indicated in Appendix II to this notice, and generally and unconditionally authorise the Board to deal with the followings 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, actual 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 put-back or redemption terms, credit rating, guarantee, repayment term, detailed fund-raising arrangements within the scope of use approved by the shareholders' meeting, detailed placing arrangements, underwriting arrangements and all other matters relating to the issuance);
(ii) to carry out all necessary and ancillary actions and procedures relating to the issuance (including, but not limited to, 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 legal 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;
(iv) to make adjustments to the relevant matters such as the specific proposals for the issuance in accordance with the comments from the regulatory authorities or the prevailing market conditions within the authority granted at a general meeting, 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 issued Debt Financing Instruments upon the completion of the issuance;
(vi) in the case of issuance of corporate debt financing instruments, during the term of the corporate debt financing instruments, to determine not to distribute 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) 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) above to the secretary of the Board.
By Order of the Board Air China Limited Cai Jianjiang Chairman
Beijing, the PRC, 4 April 2019
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
(i) Eligibility for attending and voting at the AGM
Holders of H Shares of the Company are advised that the register of members of the Company will close from Tuesday, 30 April 2019 to Thursday, 30 May 2019 (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 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, Wanchai, Hong Kong, by 4:30 p.m. on Monday, 29 April 2019.
Shareholders whose names appear on the register of members of the Company on Tuesday, 30 April 2019 are entitled to attend and vote at the AGM.
(ii) Eligibility for receiving 2018 final dividends
The Board of the Company has recommended the payment of a final dividend of RMB1.0328 (including tax) per ten shares for the year 2018. If the resolution regarding the payment of the final dividend is approved by the shareholders, it is expected to be distributed on Thursday, 11 July 2019 to the holders of H shares whose names appear on the register of members of the Company on Monday, 10 June 2019.
The register of members of the Company will be closed from Wednesday, 5 June 2019 to Monday, 10 June 2019 (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 2018 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, Wanchai, Hong Kong not later than 4:30 p.m. on Tuesday, 4 June 2019.
2. Taxation on Dividend
In accordance with the "Enterprise Income Tax Law of the People's Republic of China" 《(
中華人民共和
國企業所得稅法》) and the "Rules for the Implementation of the Enterprise Income Tax Law of the
People's Republic of China" 《( 中華人民共和國企業所得稅法實施條例》), 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) 《( 關於中國居民企業向境外H股非居
民企業股東派發股息代扣代繳企業所得稅有關問題的通知》（國稅函[2008]897號）) 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)
《( 關於個人所得稅若干政策問題的通知》（財稅字[1994]020號）)
promulgated 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 2018 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) 《( 關於滬港股票市場
交易互聯互通機制試點有關稅收政策的通知》（財稅[2014]81號）) and the Circular on Tax Policies
Concerning the Pilot Programme of the Shenzhen and Hong Kong Stock Connect (Cai Shui [2016]
No.127)
《( 關於深港股票市場交易互聯互通機制試點有關稅收政策的通知》（財稅[2016]127號）),
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 individual income tax on behalf of resident Shareholders at a tax rate of 20% when the Company distributes the 2018 final dividends to individual investors who invest in the Company's H Shares 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 individual 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 2018 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 2018 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.
3. 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, 10 May 2019. 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 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.
4. Proxy
Every shareholder who has the right to attend and vote at the AGM is entitled to appoint one or more proxies, whether or not they are members of the Company, to attend and vote on his/her behalf at the AGM.
A proxy shall be appointed by an instrument in writing. Such instrument shall be signed by the appointor or his attorney duly 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 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.
5. Other business
(i) The AGM is expected to last for no more than a half of a working day. Shareholders and their proxies attending the meeting shall be responsible for their own traveling and accommodation expenses.
(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
APPENDIX I BIOGRAPHICAL DETAILS OF MR. CAO JIANXIONG
Biographical details of Mr. Cao Jianxiong are set out below:
Mr. Cao Jianxiong, aged 59, holds a master degree in economics from the East China Normal University and is a senior economist. He was appointed as the Deputy General Manager and Chief Financial Officer of China Eastern Airlines Corporation Limited in December 1996. In September 1999, he was appointed as the Vice President of China Eastern Airlines Group Corporation. Commencing from September 2002 till December 2008, he served as Vice President and a member of Communist Party Group of China Eastern Airlines Group Corporation and also served as Secretary of the Communist Party Committee of China Eastern Airlines Northwest Company from December 2002 to September 2004. From October 2006 to December 2008, he served as the General Manager and the Deputy Secretary of the Communist Party Committee of China Eastern Airlines Corporation Limited. Since December 2008, he has been serving as a member of Communist Party Group of China National Aviation Holding Corporation Limited. From December 2008 to March 2019, he served as the Deputy General Manager of China National Aviation Holding Corporation Limited. Mr. Cao served as a non-executive Director of the Company from June 2009 to October 2017. He has been serving as a director of TravelSky Technology Limited (a company listed on The Stock Exchange of Hong Kong Limited, stock code: 00696) since August 2014. From October 2015 to September 2018, he served as the chairman of the board of China National Aviation Capital Holding Co., Ltd. He has been serving as Deputy Secretary of the Communist Party Group of China National Aviation Holding Corporation Limited since November 2016. From May 2017 to March 2019, he served as the Vice President of the Company. He has been serving as the Deputy Secretary of the Communist Party Committee of the Company since May 2017. He has been serving as a member and the Secretary of the Communist Party Committee of the management support division of China National Aviation Holding Corporation Limited and the Company since July 2017. He has been serving as a director of China National Aviation Holding Corporation Limited since March 2019.
Save as disclosed above and as at the date of this notice, Mr. Cao does not have any relationship with any directors, senior management, substantial shareholder(s) or controlling shareholder(s) of the Company or hold any other positions in the Company or any of its subsidiaries, or any directorships in other listed companies in the last three years.
As at the date of this notice, Mr. Cao does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
APPENDIX I BIOGRAPHICAL DETAILS OF MR. CAO JIANXIONG
Upon approval of Mr. Cao's appointment at a general meeting of the Company, Mr. Cao will enter into a service contract with the Company for a term commencing on the date of approval by the shareholders of his appointment and ending on the expiry of the term of the current session of the Board; Mr. Cao will not receive any remuneration for his serving as director of the Company according to the resolution of the general meeting of the Company held on 27 October 2017.
Save as disclosed above, the Board is not aware of any other matters in relation to the proposed appointment of Mr. Cao as non-executive director of the Company that need to be brought to the attention of the shareholders nor any information that is required to be disclosed pursuant to Rules 13.51 (2)(h) to 13.51 (2)(v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
APPENDIX II DETAILS OF DEBT FINANCING INSTRUMENTS ISSUE MANDATE
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 Board to issue the debt financing instruments (the "Debt Financing Instruments 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, and the specific issuer shall be determined by the Board according to the needs of issuance
(ii) Placing arrangement: no preferential placement to the shareholders
(iii) Issue size: subject to that the balance of the Debt Financing Instruments outstanding shall be within the permissible size prescribed by the relevant laws and regulations and specified by regulatory authorities, and the specific issue size shall be determined by the Board according to the capital needs and the market situations
(iv) Term and type: not more than 15 years for one single-term
instrument or a portfolio of instruments with various terms, and the specific term composition and the issue size of instruments with various terms shall be determined by the Board according to the relevant regulations and market situations
APPENDIX II DETAILS OF DEBT FINANCING INSTRUMENTS ISSUE MANDATE
(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, and the specific use of proceeds shall be determined by the Board according to the capital needs
(vi) Term of validity of
the authorisation:
from the date of the passing of the resolution at the AGM to the date of the annual general meeting of the Company for the year 2019
If the Board has resolved to issue Debt Financing Instruments according to the authorisation obtained at the previous general meeting(s), the authorisation in relation to the issuance of such Debt Financing Instruments shall continue to be valid and extended to the date of the annual general meeting of the Company for the year 2019.
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