NOTICE OF EXTRAORDINARY GENERAL MEETING
Updated : 07:02
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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 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
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