Air China Regulatory News (AIRC)

15 Apr 2008 07:01

Air China Ld15 April 2008 (a joint stock limited company incorporated in the People's Republic of China with limited liability) (Stock Code: 753) NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that an annual general meeting ("AGM") of Air ChinaLimited (the "Company") for the year ended 31 December 2007 will be held at 9:30a.m. on Friday, 30 May 2008 at The Conference Room, Air China Building, 36Xiaoyun Road, Chaoyang District, Beijing, PRC for the following purposes: 1. To consider and approve the report of the Board of Directors of theCompany for the year 2007; 2. To consider and approve the report of the Supervisory Committee of theCompany for the year 2007; 3. To consider and approve the audited consolidated financial statements ofthe Company for the year 2007 prepared under the Accounting Standards forEnterprises of the PRC and International Financial Reporting Standards; 4. To consider and approve the profit distribution proposal and thedividends distribution proposal for the year 2007 as recommended by the Board ofDirectors of the Company and to authorize the management of the Company toimplement such proposals; 5. To consider and approve the reappointment of Ernst & Young as theCompany's international auditors and Ernst & Young Hua Ming CPAs Limited Companyas the Company's domestic auditors for the year ending 31 December 2008 and toauthorise the Board of Directors of the Company to determine theirremunerations; 6. To consider and approve the following resolutions as specialresolutions: 6A. "THAT: (a) subject to paragraph (c) below, the exercise by the Board of Directors ofthe Company during the Relevant Period (as hereafter defined in paragraph (d))of all the powers of the Company to allot, issue and deal with additional sharesof the Company ("Shares") and to make or grant offers, agreements and optionswhich might require the exercise of such powers be and are hereby generally andunconditionally approved; (b) the approval in paragraph (a) above shall authorise the Board ofDirectors of the Company during the Relevant Period to make or grant offers,agreements and options which might require the exercise of such powers after theend of the Relevant Period; (c) the amount of additional A Shares and overseas-listed foreign Shares ("HShares") (as the case may be) allotted, issued and dealt with or agreedconditionally or unconditionally to be allotted, issued and dealt with eitherseparately or concurrently by the Board of Directors of the Company pursuant tothe approval in paragraph (a) above, otherwise than pursuant to (i) a RightsIssue (as hereafter defined) or (ii) any scrip dividend or similar arrangementproviding for the allotment of shares in lieu of the whole or part of a dividendon Shares in accordance with the Articles of Association of the Company, shallnot exceed 20% of each of the Company's existing A Shares and H Shares (as thecase may be) in issue at the date of passing this special resolution; and (d) for the purpose of special resolution 6A: "Relevant Period" means the period from the passing of special resolution 6Auntil the earlier of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the 12 months period following the passing of specialresolution 6A; and (iii) the revocation or variation of the authority given to the Board ofDirectors of the Company under this special resolution by a special resolutionof the Company's shareholders in general meetings. "Rights Issue" means an offer of shares open for a period fixed by the Board ofDirectors of the Company to holders of Shares on the register of members on afixed record date in proportion of their then holdings of such Shares (subjectto such exclusion or other arrangements as the Board of Directors of the Companymay deem necessary or expedient in relation to fractional entitlements or havingregard to any legal or practical restrictions or obligations under the laws of,or the requirement of, any recognised regulatory body or any stock exchange inany territory applicable to the Company) and an offer, allotment or issue ofshares by way of rights shall be construed accordingly." 6B. "THAT the Board of Directors of the Company be and is hereby authorised toincrease the registered capital of the Company to reflect the issue of sharesauthorised under special resolution 6A, and to make such appropriate andnecessary amendments to the Articles of Association of the Company as they thinkfit to reflect such increases in the registered capital of the Company and totake any other action and complete any formality required to effect suchincrease of the registered capital of the Company." 6C. "THAT, the proposed amendment to the first paragraph of Article 105 ofthe Articles of Association of the Company, i.e. the number of Directors of theBoard is changed from 13 to 12, is hereby approved." By order of the Board Air China Limited Kong Dong Acting Chairman of the Board Beijing, PRC, 14 April 2008 As at the date of this announcement, the Directors of the Company are MessrsKong Dong, Wang Shixiang, Yao Weiting, Ma Xulun, Christopher Dale Pratt, ChenNan Lok, Philip, Cai Jianjiang, Fan Cheng, Hu Hung Lick, Henry, Wu Zhipan, ZhangKe and Jia Kang. Notes: 1. Closure of register of members and eligibility for attending the AGM Holders of H Shares of the Company are advised that the register of members ofthe Company will close from 1 May 2008 to 30 May 2008 (both days inclusive),during which time no transfer of H Shares of the Company will be effected andregistered. In order to qualify for attendance at the AGM and qualify for thefinal dividends, instruments of transfer accompanied by share certificates andother appropriate documents must be lodged with the Company's H Share registrar,Computershare Hong Kong Investor Services Limited, by 4:00 p.m. on 30 April2008. The final dividends are expected to be paid on 26 June 2008 after it isapproved at the AGM. Shareholders of the Company whose names appear on the register of members of theCompany at the close of business on 30 April 2008 are entitled to attend theAGM. 2. Notice of attendance Shareholders who intend to attend the AGM should complete and lodge theaccompanying notice of attendance and return it to, for holders of H Shares, theCompany's H Share registrar, or for holders of A Shares, the Company's BoardSecretariat, on or before 9 May 2008. The notice of attendance may be deliveredby hand, by post or by fax to the Company's H Share registrar, or to the addressof the Company's Board Secretariat (as may be applicable). Completion and returnof the notice of attendance do not affect the right of a shareholder to attendthe AGM. However, the failure to return the notice of attendance may result inan adjournment of the AGM, if the number of shares carrying the right to voterepresented by the shareholders proposing to attend the AGM by the notice ofattendance does not reach more than half of the total number of shares of theCompany 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 toappoint one or more proxies, whether or not they are members of the Company, toattend and vote on his behalf at the AGM. A proxy shall be appointed by an instrument in writing. Such instrument shall besigned by the appointer or his attorney duly authorised in writing. If theappointer is a legal person, then the instrument shall be signed under a legalperson's seal or signed by its director or an attorney duly authorised inwriting. The instrument appointing the proxy shall be deposited at the Company'sH Share registrar for holders of H Shares or at the address of the Company'sBoard Secretariat for holders of A Shares not less than 24 hours before the timeappointed for the holding of the AGM. If the instrument appointing the proxy issigned by a person authorised by the appointer, the power of attorney or otherdocument of authority under which the instrument is signed shall be notarised.The notarised power of attorney or other document of authority shall bedeposited together and at the same time with the instrument appointing the proxyat the Company's H Share registrar or the address of the Company's BoardSecretariat (as may be applicable). 4. Other businesses (i) The AGM is expected to last for two hours. Shareholders and theirproxies attending the meeting shall be responsible for their own traveling andaccommodation expenses. (ii) The address of Computershare Hong Kong Investor Services Limited is: Room 1806-1807Hopewell Centre183 Queen's Road EastWanchaiHong KongTel No.: (852) 2862 8628Fax No.: (852) 2865 0990 (iii) The address of the Company's Board Secretariat is: Secretariat of the BoardAir China LimitedSouth TerminalBeijing Capital International AirportChaoyang DistrictBeijing 100621PRCTel No.: (86 10) 6146 2791Fax No.: (86 10) 6146 2805Contact Person: Mr. Guo Jinghua This information is provided by RNS The company news service from the London Stock Exchange