TIDMAIRC
RNS Number : 9537U
Air China Ld
09 April 2021
If you are in any doubt as to any aspect of this circular or as
to the action you should take, you should consult a stockbroker or
other registered dealer in securities, bank manager, solicitor,
professional accountant or other professional adviser.
If you have sold or transferred all your shares of Air China
Limited, you should at once hand this circular and the accompanying
form of proxy and notice of attendance to the purchaser or
transferee or to the bank, stockbroker or other agent through whom
the sale was effected for transmission to the purchaser or the
transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange
of Hong Kong Limited take no responsibility for the contents of
this circular, make no representation as to its accuracy or
completeness and expressly disclaim any liability whatsoever for
any loss howsoever arising from or in reliance upon the whole or
any part of the contents of this circular.
AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's
Republic of China with limited liability)
(Stock Code: 00753)
(I) PROPOSED AMMENTS TO THE ARTICLES OF ASSOCIATION
(II) GENERAL MANDATE TO ISSUE DEBT FINANCING INSTRUMENTS
AND
NOTICE OF ANNUAL GENERAL MEETING
A letter from the Board is set out on pages 3 to 7 of this
circular.
A notice convening the annual general meeting of the Company to
be held at 11:00 a.m. on Tuesday, 25 May 2021 at The Conference
Room C713, No. 30, Tianzhu Road, Airport Industrial Zone, Shunyi
District, Beijing, the PRC, is set out on pages 12 to 15 of this
circular. Whether or not you are able to attend the AGM, you are
requested to complete and return the accompanying form of proxy in
accordance with the instructions printed thereon as soon as
possible but in any event not less than 24 hours before the time
appointed for convening the AGM or any adjournment thereof.
Completion and return of the form of proxy will not preclude you
from attending and voting in person at the AGM or any adjournment
should you so wish.
9 April 2021
Page
DEFINITIONS.....................................................................................................................................................
1
LETTER FROM THE
BOARD................................................................................................................................
3
APPIX I - PROPOSED AMMENTS TO THE ARTICLES OF ASSOCIATION .......................... 8
NOTICE OF ANNUAL GENERAL MEETING
.....................................................................................................
12
In this circular, the following expressions have the following
meanings, unless the context requires otherwise:
"A Share(s)" the domestic ordinary share(s) in the share capital
of the Company with a nominal value of RMB1.00 each, which are
listed on the Shanghai Stock Exchange and traded in RMB
"AGM" the 2020 annual general meeting of the Company to be held
at 11:00 a.m. on Tuesday, 25 May 2021 at The Conference Room C713,
No. 30, Tianzhu Road, Airport Industrial Zone, Shunyi District,
Beijing, the PRC, for the Shareholders to consider and approve the
resolutions set out in the notice of the annual general meeting
"Articles of Association" the articles of association of the
Company, as amended from time to time
"Board" the board of Directors of the Company
"Company" Air China Limited, a company incorporated in the PRC,
whose H shares are listed on the Stock Exchange as its primary
listing venue and 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
"Debt Financing Instruments" the debt financing instruments
denominated in RMB or foreign
currencies to be issued by the Company and/or its controlled or
wholly-owned subsidiary in one or multiple tranches, including but
not limited to corporate bonds, ultra-short-term commercial papers,
short-term commercial papers, mid-term notes, domestic non-public
targeted debt financing instruments, overseas debt financing
instruments and overseas bonds/notes
"Director(s)" the director(s) of the Company
"Group" the Company and its subsidiaries
"H Share(s)" the overseas listed foreign share(s) in the share
capital of the Company with a nominal value of RMB1.00 each, which
are listed on the Stock Exchange 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
"Latest Practicable Date" 31 March 2021, being the latest
practicable date prior to the
printing of this circular for ascertaining certain information
contained herein
"Listing Rules" The Rules Governing the Listing of Securities on
The Stock Exchange of Hong Kong Limited
"PRC" the People's Republic of China, excluding, for the purpose
of this circular only, Hong Kong, the Macau Special Administrative
Region and Taiwan
"RMB" Renminbi, the lawful currency of the PRC
"Share(s)" collectively, the A Shares and H Shares
"Shareholder(s)" holder(s) of the Shares of the Company
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Supervisory Committee" the supervisory committee of the Company
"%" per cent
LETTER FROM THE BOARD
AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's
Republic of China with limited liability)
(Stock Code: 00753)
Directors: Registered Address:
Executive Director: Blue Sky Mansion
Song Zhiyong (Chairman) 28 Tianzhu Road
Airport Industrial Zone
Non-executive Directors: Shunyi District
Feng Gang Beijing, the PRC
Patrick Healy
Xue Yasong Principal Place of Business
in Hong Kong:
Independent Non-executive Directors: 5th Floor, CNAC House
Duan Hongyi 12 Tung Fai Road
Stanley Hui Hon-chung Hong Kong International
Li Dajin Airport
Hong Kong
9 April 2021
To the Shareholders
Dear Sir or Madam,
(I) PROPOSED AMMENTS TO THE ARTICLES OF ASSOCIATION
(II) GENERAL MANDATE TO ISSUE DEBT FINANCING INSTRUMENTS AND
NOTICE OF ANNUAL GENERAL MEETING
I. INTRODUCTION
It is proposed that at the annual general meeting of the Company
to be held on Tuesday, 25 May 2021, the notice of which is set out
on pages 12 to 15 of this circular, resolutions will be proposed
to, among others, (i) approve the proposed amendments to the
Articles of Association; and (ii) give a general mandate to the
Directors to issue Debt Financing Instruments.
II. PROFIT DISTRIBUTION PROPOSAL FOR THE YEAR 2020
According to the audited results under the Chinese accounting
standards and the international accounting standards, the Company
recorded a net loss attributable to the owner of the parent company
in 2020. As considered and approved by the 27th meeting of the
fifth session of the Board of the Company, the Company proposed not
to make profit distribution for the year of 2020.
III. PROPOSED AMMENTS TO THE ARTICLES OF ASSOCIATION
Reference is made to the announcement of the Company dated 18
March 2021. According to the requirements of regulatory authorities
and the actual operational needs of the Company, it is proposed to
amend the terms relating to the Company's address and the business
name of the promotor of the Company in the Articles of
Association.
The full text of the proposed amendments to the Articles of
Association is set out in Appendix I to this circular.
The proposed amendments to the Articles of Association are
prepared in the Chinese language and the English version is
therefore a translation only. In the event of any discrepancy
between the English translation and the Chinese version of the
Articles of Association, the Chinese version shall prevail.
The proposed amendments to the Articles of Association are
subject to the Shareholders' approval at the AGM by way of a
special resolution.
IV. GENERAL MANDATE TO ISSUE DEBT FINANCING INSTRUMENTS
1. Background
Given the general mandate to issue debt financing instruments
granted by Shareholders at the last annual general meeting of the
Company will lapse at the conclusion of the AGM, a special
resolution will be proposed at the AGM to grant a general mandate
to the Directors to issue the Debt Financing Instruments (the "Debt
Financing Instrument Issue Mandate").
2. Particulars of Debt Financing Instruments
Particulars regarding the proposed issuance of the Debt
Financing Instruments are as follows:
(i) Issuer: the Company and/or its wholly-owned or controlled
subsidiary,
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
(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 authorization: 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 2021
If the Board (including its authorized person) has resolved to
issue the Debt Financing Instruments within the term of the Debt
Financing Instruments Issue Mandate, it shall be deemed as an
extension to the term of the mandate granted to the Board
(including its authorized person) in respect of such issue on the
general meeting, provided that there is no conflict between the
mandate renewed by the Board (including its authorized person) on
the general meeting after the expiry of the mandate and the mandate
granted to the Board (including its authorized person) in respect
of such issue.
3. AUTHORIZATION TO THE BOARD
3.1 It is proposed to the Shareholders at the AGM to authorize
the Board, generally and unconditionally, to deal with the
following in accordance with the specific needs of the Company and
market conditions:
(i) to determine the issuer, issue size, type, specific
instruments, detailed terms, conditions and other matters relating
to the issuance (including, but not limited to, the issue size,
actual principal 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,
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 and confirm 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 interests 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 authorize the Board to delegate the authorizations set
forth in items (i) to (vi) of paragraph 3.1 above to the president
and/or the general accountant of the Company; and
(ix) to authorize the Board to delegate the authorization set
forth in item (vii) of paragraph 3.1 above to the secretary of the
Board.
V. RECOMMATION
The Directors consider that the proposed resolutions set out in
the notice of the AGM are in the best interests of the Company and
the Shareholders as a whole and accordingly recommend the
Shareholders to vote in favour of all the resolutions at the
AGM.
VI. DUTY REPORT OF THE INDEPENT NON-EXECUTIVE DIRECTORS
At the AGM, the Shareholders will be presented with the duty
report of the independent non- executive Directors of the Company
for the year 2020.
VII. AGM
The Company will convene the AGM at The Conference Room C713,
No. 30, Tianzhu Road, Airport Industrial Zone, Shunyi District,
Beijing, the PRC at 11:00 a.m. on Tuesday, 25 May 2021. A notice of
the AGM, a form of proxy and a notice of attendance will be
dispatched to the Shareholders in accordance with the Listing Rules
on Friday, 9 April 2021. The notice of the AGM is reproduced on
pages 12 to 15 of this circular.
Whether or not you are able to attend the AGM, you are requested
to complete and return the form of proxy in accordance with the
instructions printed thereon. If you intend to attend the AGM, you
are required to complete and return the notice of attendance to the
Company's H Share registrar, Computershare Hong Kong Investor
Services Limited, on or before Wednesday, 5 May 2021.
Completion and return of the form of proxy will not preclude you
from attending and voting in person at the AGM or at any
adjournment should you so wish and completion and return of the
notice of attendance do not affect the right of a Shareholder to
attend the respective meeting.
VIII. GENERAL INFORMATION
In order to determine the list of H Share Shareholders who will
be entitled to attend and vote at the AGM, the register of members
of H Shares will be closed from Sunday, 25 April 2021 to Tuesday,
25 May 2021 (both days inclusive), during which time no transfer of
H Shares 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 Friday, 23 April 2021.
H Share Shareholders whose names appear on the register of
members of H Shares on Sunday, 25 April 2021 are entitled to attend
and vote at the AGM.
By order of the Board
Air China Limited
Song Zhiyong
Chairman
Beijing, the PRC
APPIX I PROPOSED AMMENTS TO THE ARTICLES OF ASSOCIATION
Set out below are the details of the proposed amendments to the
Articles of Association. The revisions have been underlined (if
applicable) for the convenience of perusal.
Amended article (Proposed amendments
Existing article being underlined)
Article 1 Air China Limited (the Article 1 Air China Limited (the
"Company") is a joint stock limited "Company") is a joint stock limited
company established in accordance company established in accordance
with the Company Law of the People's with the Company Law of the People's
Republic of China (the "Company Republic of China (the "Company
Law"), the State Council's Special Law"), the State Council's Special
Regulations Regarding the Issue Regulations Regarding the Issue
of Shares Overseas and the Listing of Shares Overseas and the Listing
of Shares Overseas by Companies of Shares Overseas by Companies
Limited by Shares (the "Special Limited by Shares (the "Special
Regulations") and other relevant Regulations") and other relevant
laws and regulations of the State laws and regulations of the State
... ...
The promoters of the Company are: The promoters of the Company are:
China National Aviation Holding China National Aviation Holding
Company and China National Aviation Corporation Limited and China
Corporation (Group) Limited (registered National Aviation Corporation
in Hong Kong Special Administration (Group) Limited (registered in
Region). Hong Kong Special Administration
Region).
-----------------------------------------------
Article 3 The Company's address: Article 3 The Company's address:
Blue Sky Building, 28 Tianzhu Basement 1 - 101 9th Floor, Building
Road, Airport Industrial Zone, 1, 30 Tianzhu Road, Shunyi District,
Shunyi District, Beijing, China Beijing, China
-----------------------------------------------
Article 20 Upon the approval of Article 20 Upon the approval of
the companies approving department the companies approving department
authorized by the State Council, authorized by the State Council,
the Company issued 6,500,000,000 the Company issued 6,500,000,000
ordinary shares to the promoters ordinary shares to the promoters
at the time when the Company was at the time when the Company was
established. At the time of establishment, established. At the time of establishment,
the capital contribution of the the capital contribution of the
promoters of the Company was as promoters of the Company was as
follows: follows:
-----------------------------------------------
Amended article (Proposed amendments
Existing article being underlined)
Number Number
Name of Shares Method of Date Name of Shares Method of Date
of Subscribed Capital of Capital of Subscribed Capital of Capital
Promoters Contribution Contribution Promoters Contribution Contribution
------------- -------------- ----------------- -------------- ------------ -------------- ----------------- --------------
A capital A capital
contribution contribution
of of
RMB560,782,100 RMB560,782,100
was made was made
in cash and in cash and
a contribution a contribution
of of
RMB6,451,765,800 RMB6,451,765,800
was was
made in form made in form
of the assets of the assets
and liability and liability
of its of its
subsidiaries subsidiaries
and those China and those
China relating Nationa relating
National to its principal l Aviation to its principal
Aviation passenger Holding passenger
Holding and cargo 9 September Corporation and cargo 9 September
Company 5,054,276,915 businesses 2004 Limited 5,054,276,915 businesses 2004
------------- -------------- ----------------- -------------- ------------ -------------- ----------------- --------------
A capital A capital
contribution contribution
China of China of
National RMB2,005,866,000 National RMB2,005,866,000
Aviation was Aviation was
Corporation made in form Corporation made in form
(Group) of equity 9 September (Group) of equity 9 September
Limited 1,445,723,085 interest 2004 Limited 1,445,723,085 interest 2004
------------- -------------- ----------------- -------------- ------------ -------------- ----------------- --------------
Article 21 The Company shall issue Article 21 The Company shall issue
additional 2,933,210,909 ordinary additional 2,933,210,909 ordinary
shares after its incorporation, shares after its incorporation,
and the promoters of the Company and the promoters of the Company
shall sell 293,321,091 ordinary shall sell 293,321,091 ordinary
shares, all of which are H Shares. shares, all of which are H Shares.
The share capital structure of The share capital structure of
the Company after the issue and the Company after the issue and
sale referred to in the previous sale referred to in the previous
paragraph shall be as follows: paragraph shall be as follows:
the Company has a total of 9,433,210,909 the Company has a total of 9,433,210,909
ordinary shares in issue, of which ordinary shares in issue, of which
China National Aviation Holding China National Aviation Holding
Company holds 4,826,195,989 Domestic Corporation Limited holds 4,826,195,989
Shares, representing approximately Domestic Shares, representing
51.16% of the Company's total approximately 51.16% of the Company's
share capital; China National total share capital; China National
Aviation Corporation (Group) Limited Aviation Corporation (Group) Limited
holds 1,380,482,920 Foreign Shares, holds 1,380,482,920 Foreign Shares,
representing approximately 14.64% representing approximately 14.64%
of the Company's total share capital; of the Company's total share capital;
other holders of the H Shares other holders of the H Shares
hold 3,226,532,000 shares, representing hold 3,226,532,000 shares, representing
approximately 34.20% of the Company's approximately 34.20% of the Company's
total share capital. total share capital.
-----------------------------------------------------------------
APPIX I PROPOSED AMMENTS TO THE ARTICLES OF ASSOCIATION
Amended article (Proposed amendments
Existing article being underlined)
Upon completion of the offering Upon completion of the offering
of the H Shares set forth above of the H Shares set forth above
and subject to the approval in and subject to the approval in
form of a special resolution adopted form of a special resolution adopted
at the shareholders' general meeting, at the shareholders' general meeting,
the general meeting for holders the general meeting for holders
of the domestic shares and the of the domestic shares and the
general meeting for holders of general meeting for holders of
the foreign shares, the Company the foreign shares, the Company
has issued 1,639,000,000 A shares has issued 1,639,000,000 A shares
in 2006. China National Aviation in 2006. China National Aviation
Holding Company, a shareholder Holding Corporation Limited a
of the Company, also increased shareholder of the Company, also
its shareholding in the Company increased its shareholding in
to a total amount of 122,870,578 the Company to a total amount
shares pursuant to its undertakings of 122,870,578 shares pursuant
made to China Securities Regulatory to its undertakings made to China
Commission (the "CSRC"). The share Securities Regulatory Commission
capital structure of the Company (the "CSRC"). The share capital
after the said capital increase structure of the Company after
and the said increase in shareholding the said capital increase and
of the shareholder shall be as the said increase in shareholding
follows: of the shareholder shall be as
follows:
the Company has a total of 11,072,210,909
ordinary shares in issue, of which the Company has a total of 11,072,210,909
China National Aviation Holding ordinary shares in issue, of which
Company holds 4,949,066,567 A China National Aviation Holding
Shares, representing approximately Corporation Limited holds 4,949,066,567
44.70% of the Company's total A Shares, representing approximately
share capital; China National 44.70% of the Company's total
Aviation Corporation (Group) Limited share capital; China National
holds 1,380,482,920 A Shares, Aviation Corporation (Group) Limited
representing approximately 12.47% holds 1,380,482,920 A Shares,
of the Company's total share capital; representing approximately 12.47%
other holders of A Shares hold of the Company's total share capital;
1,516,129,422 shares, representing other holders of A Shares hold
approximately 13.69% of the Company's 1,516,129,422 shares, representing
total share capital; holders of approximately 13.69% of the Company's
H Shares hold 3,226,532,000 shares, total share capital; holders of
representing approximately 29.14% H Shares hold 3,226,532,000 shares,
of the Company's total share capital. representing approximately 29.14%
of the Company's total share capital.
Upon the completion of the issuance
of A shares and subject to the Upon the completion of the issuance
approval after verification by of A shares and subject to the
competent examination and approval approval after verification by
departments authorized by the competent examination and approval
State Council, the Company has departments authorized by the
issued 1,179,151,364 H Shares State Council, the Company has
to Cathay Pacific Airways Limited, issued 1,179,151,364 H Shares
a to Cathay Pacific Airways Limited,
shareholder of the Company, in a
2006. shareholder of the Company, in
2006.
----------------------------------------------
APPIX I PROPOSED AMMENTS TO THE ARTICLES OF ASSOCIATION
Amended article (Proposed amendments
Existing article being underlined)
Upon the completion of the said Upon the completion of the said
additional issuance of H Shares, additional issuance of H Shares,
as approved by the approving authority as approved by the approving authority
authorised by the State Council, authorised by the State Council,
the Company has issued 483,592,400 the Company has issued 483,592,400
new A Shares on a non-public issue new A Shares on a non-public issue
basis and 157,000,000 new H Shares basis and 157,000,000 new H Shares
to China National Aviation Corporation to China National Aviation Corporation
(Group) Limited, a shareholder (Group) Limited, a shareholder
of the Company, on a non-public of the Company, on a non-public
issue basis in the year of 2010. issue basis in the year of 2010.
Upon the completion of the aforesaid Upon the completion of the aforesaid
nonpublic issue of A Shares and nonpublic issue of A Shares and
H Shares, as approved by the approving H Shares, as approved by the approving
authority authorised by the State authority authorised by the State
Council, the Company has issued Council, the Company has issued
192,796,331 new A Shares to China 192,796,331 new A Shares to China
National Aviation Holding Company, National Aviation Holding Corporation
a shareholder of Limited a shareholder of the Company,
the Company, on a non-public issue on a non-public issue basis in
basis in the year of 2013. the year of 2013.
Upon the completion of the aforesaid Upon the completion of the aforesaid
nonpublic issue of A Shares, as nonpublic issue of A Shares, as
approved by the approving authority approved by the approving authority
authorised by the State Council, authorised by the State Council,
the Company has issued 1,440,064,181 the Company has issued 1,440,064,181
A Shares on a non-public issue A Shares on a non-public issue
basis in the year of 2017. basis in the year of 2017.
The present share capital structure The present share capital structure
of the Company is as follows: of the Company is as follows:
the Company has a total of 14,524,815,185 the Company has a total of 14,524,815,185
ordinary shares in issue, of which ordinary shares in issue, of which
9,962,131,821 shares are held 9,962,131,821 shares are held
by holders of A Shares, representing by holders of A Shares, representing
approximately 68.59% of the Company's approximately 68.59% of the Company's
total share capital, and 4,562,683,364 total share capital, and 4,562,683,364
shares are held by holders of shares are held by holders of
H Shares, representing approximately H Shares, representing approximately
31.41% of the Company's total 31.41% of the Company's total
share capital. share capital.
----------------------------------------------
NOTICE OF ANNUAL GENERAL MEETING
AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's
Republic of China with limited liability)
(Stock Code: 00753)
NOTICE IS HEREBY GIVEN that an annual general meeting (the
"AGM") of Air China Limited (the "Company") for the year ended 31
December 2020 will be held at 11:00 a.m. on Tuesday, 25 May 2021 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 2020 work report of the board of
directors (the "Board") of the Company.
2. To consider and approve the 2020 work report of the
supervisory committee of the Company.
3. To consider and approve the audited consolidated financial
statements of the Company for the year 2020 prepared under the PRC
Accounting Standards and the International Financial Reporting
Standards.
4. To consider and approve the profit distribution proposal for the year 2020.
5. To consider and approve the re-appointment of Deloitte Touche
Tohmatsu as the Company's international auditor for the year 2021
and Deloitte Touche Tohmatsu Certified Public Accountants LLP as
the Company's domestic auditor and internal control auditor for the
year 2021, and to authorize the management to determine their
remunerations for the year 2021.
SPECIAL RESOLUTIONS
6. To consider and approve the proposed amendments to the
articles of association of the Company (the "Articles of
Association").
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 set out in the
circular of the Company dated 9 April 2021, 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 principal 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,
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 and confirm 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 interests 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 authorize the Board to delegate the authorizations set
forth in items (i) to (vi) above to the president and/or the
general accountant of the Company; and
(ix) to authorize the Board to delegate the authorization set
forth in item (vii) above to the secretary of the Board.
By order of the Board
Air China Limited
Song Zhiyong
Chairman
Beijing, PRC, 9 April 2021
As at the date of this notice, the directors of the Company are
Mr. Song Zhiyong, Mr. Feng Gang, Mr. Patrick Healy, Mr. Xue Yasong,
Mr. Duan Hongyi*, 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 Sunday, 25 April 2021 to
Tuesday, 25 May 2021 (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 Friday, 23 April 2021.
Shareholders whose names appear on the register of members of H
shares of the Company on Sunday, 25 April 2021 are entitled to
attend and vote at the AGM.
2. Notice of attendance
H share shareholders of the Company 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
Wednesday, 5 May 2021. 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.
3. 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
authorized 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 authorized in writing. The
instrument appointment the proxy shall be deposited at the
Company's H share registrar for holders of H shares of the Company
not less than 24 hours before the time specified for the holding of
the AGM (or any adjournment thereof). If the instrument appointing
the proxy is signed by a person authorized by the appointer, the
power of attorney or other document of authority under which the
instrument is signed shall be notarized. The notarized 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. Important notice in relation to pandemic prevention and control
In the event that the containment of COVID-19 pandemic is still
ongoing at the time of the AGM, in order to cooperate with the
prevention and control of the pandemic so as to safeguard the
health and safety of the shareholders and the participants of the
meeting, at the same time ensuring that the shareholders may
exercise their respective shareholders' rights, the Company
recommends H share shareholders and their proxies intending to
attend the AGM to vote by completing and submitting the proxy form,
i.e. to indicate how you wish your votes to be casted in the proxy
form, and appoint the Chairman of the AGM as your proxy to vote on
your behalf on site.
In case H share shareholders or their proxies choose to attend
the meeting in person by then, they must comply with the policies
and requirements of Beijing regarding the containment of COVID-19
pandemic. On the way to, from and at the venue of the AGM, please
adopt proper personal preventive measures. Upon arrival at the
venue of the AGM, please follow the arrangement and guidance of the
staff and cooperate with the pandemic prevention and control
requirements including, among others, attendee registration,
temperature check and wearing of masks.
5. Other businesses
(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
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END
STRDKCBNQBKKKQK
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