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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 Thursday, 5 December 2024 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. Unless otherwise indicated, capitalised
terms used herein shall have the same meaning as those defined in
the circular of the Company dated 18 November 2024 (the
"Circular").
ORDINARY RESOLUTIONS
1. To consider and approve the resolutions on the continuing
related (connected) transactions between the Company and CNAHC and
its subsidiary:
1.01 To consider and
approve the resolution on the renewal of the Government Charter
Flight Service Framework Agreement between the Company and CNAHC
and the application for the annual transaction caps for 2025 to
2027.
1.02 To consider and
approve the resolution on the entering into of the New Properties
Leasing Framework Agreement between the Company and CNAHC and the
application for the annual transaction caps for 2025 to
2027.
1.03 To consider and
approve the resolution on the renewal of the Media Services
Framework Agreement between the Company and CNAMC and the
application for the annual transaction caps for 2025 to
2027.
1.04 To consider and
approve the resolution on the entering into of the New
Comprehensive Services Framework Agreement between the Company and
CNAHC and the application for the annual transaction caps for 2025
to 2027.
2. To consider and approve the resolution on the renewal of the
ACC Framework Agreement between the Company and Air China Cargo and
the application for the annual transaction caps for 2025 to
2027.
By order of the
Board
Air
China Limited
Xiao
Feng Huen Ho Yin
Joint Company Secretaries
Beijing, the PRC, 18 November
2024
As
at the date of this notice, the directors of the Company are Mr. Ma
Chongxian, Mr. Wang Mingyuan, Mr. Cui Xiaofeng, Mr. Patrick Healy,
Mr. Xiao Peng, Mr. He Yun*, Mr. Xu Junxin* and Ms. Winnie Tam
Wan-chi*.
* 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 H Share register of members of the Company will be closed from
Monday, 2 December 2024 to Thursday, 5 December 2024 (both days
inclusive), during which time no transfer of shares will be
effected and registered. In order to qualify for attendance and
voting at the EGM, holders of H Shares shall lodge all instruments
of transfer with the Company's H Share registrar in Hong Kong,
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, 29 November 2024.
H Shareholders whose names appear on the register of
members of the Company at the close of business on Friday, 29
November 2024 are entitled to attend and vote at the EGM.
2. 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 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 appointing the proxy for holders of H
Shares shall be deposited at the Company's H Share registrar 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 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.