TIDMAIRC
RNS Number : 2563Z
Air China Ld
10 January 2024
Hong Kong Exchanges and Clearing Limited and The Stock Exchange
of Hong Kong Limited take no responsibility for the contents of
this notice, 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 notice.
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 Friday, 26 January 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 9 January 2024.
1. To consider and approve the resolution in relation to the
satisfaction of the Company of the requirements for the Issuance of
A Shares to Specific Investor
2. To consider and approve the resolution in relation to the
proposal of the Issuance of A Shares to Specific Investor by the
Company in 2023
2.1 class and par value of Shares to be issued
2.2 method and time of issuance
2.3 target subscribers and method of subscription
2.4 issue price and pricing method
2.5 number of Shares to be issued
2.6 lock-up arrangement
2.7 listing venue
2.8 arrangement relating to the accumulated undistributed profits prior to this issuance
2.9 amount and use of proceeds
2.10 validity period of the resolution of this issuance
3. To consider and approve the resolution in relation to the
preliminary proposal of the Issuance of A Shares to Specific
Investor by the Company in 2023
4. To consider and approve the resolution in relation to the
discussion and analysis report on the proposal of the Issuance of A
Shares to Specific Investor by the Company in 2023
5. To consider and approve the resolution in relation to the
feasibility analysis report on the use of proceeds from the
Issuance of A Shares to Specific Investor by the Company in
2023
6. To consider and approve the resolution in relation to the
dilution of the Company's current return by issuing Shares to
specific investors in 2023, the remedial measures and the
undertakings made by the relevant entities in respect of such
measures
7. To consider and approve the resolution in relation to the
report on use of proceeds from previous fund-raising activities of
the Company
8. To consider and approve the resolution in relation to the
related (connected) transaction concerning the entering into of the
conditional A Share Subscription Agreement with specific subscriber
by the Company
9. To consider and approve the resolution in relation to the
proposal of the Issuance of H Shares to Specific Investor by the
Company in 2023
9.1 class and par value of Shares to be issued
9.2 method and time of issuance
9.3 target subscribers and method of subscription
9.4 issue price and pricing method
9.5 number of Shares to be issued
9.6 lock-up arrangement
9.7 amount and use of proceeds
10. To consider and approve the resolution in relation to the
related (connected) transaction concerning the entering into of the
conditional H Share Subscription Agreement with specific subscriber
by the Company
11. To consider and approve the resolution in relation to the
authorization by the general meeting to the Board and its
authorized person(s) to proceed with relevant matters in respect of
the issuance of Shares to specific investors by the Company in
their sole discretion
The above resolutions No. 1, No. 6 and No. 7 are ordinary
resolutions; the remaining resolutions are special resolutions.
By Order of the Board
Air China Limited
Huang Bin Huen Ho Yin
Joint Company Secretaries
Beijing, the PRC, 9 January 2024
As at the date of this notice, the directors of the Company are
Mr. Ma Chongxian, Mr. Wang Mingyuan, Mr. Feng Gang, Mr. Patrick
Healy, Mr. Xiao Peng, Mr. Li Fushen*, 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
Holders of H Shares of the Company are advised that the register
of members of the Company will close from Wednesday, 24 January
2024 to Friday, 26 January 2024 (both days inclusive), during which
time no transfer of any H Shares will be effected. In order to
qualify for attendance and voting at the EGM, holders of H Shares
must lodge all documents 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 Tuesday, 23 January
2024.
H Shareholders whose names appear on the register of H
Shareholders of the Company at the close of business on Tuesday, 23
January 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
authorised in writing. If the appointer 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 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.
3. Other businesses
(i) The EGM is expected to last for no more than half 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
NOGEANFEFLXLEEA
(END) Dow Jones Newswires
January 10, 2024 04:52 ET (09:52 GMT)
Air China Ld (LSE:AIRC)
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