Air China Regulatory News (AIRC)

11 Apr 2007 07:00

Air China Ld11 April 2007 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: 753) NOTICE IS HEREBY GIVEN that an annual general meeting ("AGM") of Air ChinaLimited (the "Company") for the year ended 31 December 2006 will be held at 2:30p.m. on Wednesday, 30 May 2007 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 2006; 2. To consider and approve the report of the Supervisory Committee of theCompany for the year 2006; 3. To consider and approve the audited consolidated financial statements ofthe Company for the year 2006 prepared under the Accounting Standards andAccounting System for Enterprises of the PRC and International FinancialReporting Standards; 4. To consider and approve the profit distribution proposal and thedividends distribution proposal for the year 2006 as recommended by the Board ofDirectors of the Company and to authorize the Board of Directors to implementsuch 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 2007 and toauthorise the management of the Company to discuss with them matters in relationto engagement contracts and remunerations; 6. To consider and approve the following resolutions as special resolutions: 6A. "THAT: (a) subject to paragraph (c) below, the exercise by the Board of Directors ofthe Company during the Relevant Period (as hereafter defined) of all the powersof the Company to allot, issue and deal with additional shares of the Company("Shares") and to make or grant offers, agreements and options which mightrequire 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; NOTICE OF ANNUAL GENERAL MEETING (c) the amount of additional Domestic Shares and overseas-listed foreigninvested Shares ("H Shares") (as the case may be) allotted, issued and dealtwith or agreed conditionally or unconditionally to be allotted, issued and dealtwith either separately or concurrently by the Board of Directors of the Companypursuant to the approval in paragraph (a) above, otherwise than pursuant to (i)a Rights Issue (as hereafter defined) or (ii) any scrip dividend or similararrangement providing for the allotment of shares in lieu of the whole or partof a dividend on Shares in accordance with the Articles of Association of theCompany, shall not exceed 20% of each of the Company's existing Domestic Sharesand H Shares (as the case may be) in issue at the date of passing this specialresolution; 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." NOTICE OF ANNUAL GENERAL MEETING 6C. "THAT amendments to the articles of association of the Company in respect ofits business scope be and is hereby approved as follows: The existing Article 12 of "The primary scope of business of the Company covers:international and domestic scheduled and non-scheduled passenger, cargo, mailand luggage air transportation; domestic and international public servicesflights, aircraft management, aircraft maintenance, agency services forairlines, ground services associated with core businesses and air courierservices, provision of duty-free commodities onboard, and onboard sales ofcommodities (subject to approval by the State Administration for Industry andCommerce)." are replaced by the following: "The primary scope of business of the Company covers: international and domesticscheduled and non-scheduled passenger, cargo, mail and luggage airtransportation; domestic and international public services flights, aircraftmanagement, aircraft maintenance, agency services for airlines, ground servicesassociated with core businesses and air courier services, provision of duty-freecommodities onboard, and onboard sales of commodities; aviation accidentinsurance agency sales (subject to approval by the State Administration forIndustry and Commerce)." This special resolution 6C is subject to approval by the relevant PRCauthorities." By order of the Board Air China Limited Li Jiaxiang Chairman Beijing, PRC, 11 April 2007 As at the date of this Notice, the Directors of the Company are Messrs LiJiaxiang, Kong Dong, Wang Shixiang, Yao Weiting, Christopher Dale Pratt, MaXulun, Cai Jianjiang, Fan Cheng, Hu Hung Lick, Henry, Wu Zhipan, Zhang Ke andJia 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 2007 to 30 May 2007 (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, instruments oftransfer accompanied by share certificates and other appropriate documents mustbe lodged with the Company's H Share registrar, Computershare Hong Kong InvestorServices Limited, by 4:00 p.m. on 30 April 2007. The final dividends areexpected to be paid on 29 June 2007 after it is approved 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 2007 are entitled to attend theAGM. NOTICE OF ANNUAL GENERAL MEETING 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 Domestic Shares, the Company'sBoard Secretariat, on or before 9 May 2007. The notice of attendance may bedelivered by hand, by post or by fax to the Company's H Share registrar, or tothe address of the Company's Board Secretariat (as may be applicable).Completion and return of the notice of attendance do not affect the right of ashareholder to attend the AGM. However, the failure to return the notice ofattendance may result in an adjournment of the AGM, if the number of sharescarrying the right to vote represented by the shareholders proposing to attendthe AGM by the notice of attendance does not reach more than half of the totalnumber 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 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 Domestic Shares not less than 24 hours beforethe time appointed for the holding of the AGM. If the instrument appointing theproxy is signed by a person authorised by the appointer, the power of attorneyor other document of authority under which the instrument is signed shall benotarised. The notarised power of attorney or other document of authority shallbe deposited together and at the same time with the instrument appointing theproxy at 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: 46th FloorHopewell 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) 6458 0753Fax No.: (86 10) 6458 5095Contact Person: Mr. Zhou Wu AIR CHINA LIMITED (a joint stock limited company incorporated in the People's Republic of Chinawith limited liability) (Stock Code: 753) FORM OF PROXY FOR ANNUAL GENERAL MEETING Number of shares to which this form of proxy relates (Note 1) _________________________________________________________ I/We(Note 2) _________________________________________________________ of _________________________________________________________ being the registered holder(s) of (Note 3) _________________________________________________________ H Shares/Domestic Shares (please delete as appropriate) in the share capital of Air China Limited (the"Company") HEREBY APPOINT (Note 4) the Chairman of the meeting and/or (Note 4) _________________________________________ of _________________________________________________________ as my/our proxy/proxies: (a) to act for me/us at the annual general meeting (orat any adjournment thereof) of the Company to be held at 2:30 p.m. on 30 May2007 at The Conference Room, Air China Building, 36 Xiaoyun Road, ChaoyangDistrict, Beijing, PRC (the "Meeting") for the purpose of considering and, ifthought fit, passing the resolutions (the "Resolutions") as set out in thenotice convening the Meeting; and (b) at the Meeting (or at any adjournmentthereof) to vote for me/us and in my/our name(s) in respect of the Resolutionsas hereunder indicated or, if no such indication is given, as my/our votingproxy thinks fit. ORDINARY RESOLUTIONS FOR (Note 6) AGAINST (Note 6) 1. To consider and approve the report of the Board of Directors ofthe Company for the year 2006. 2. To consider and approve the report of the Supervisory Committee ofthe Company for the year 2006. 3. To consider and approve the audited consolidated financialstatements of the Company for the year 2006. 4. To consider and approve the profit distribution proposal and thedividends distribution proposal for the year 2006 as recommended by the Board ofDirectors of the Company and to authorize the Board of Directors to implementsuch 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 2007 and toauthorise the management of the Company to discuss with them matters in relationto engagement contracts and remunerations; SPECIAL RESOLUTIONS FOR (Note 6) AGAINST (Note 6) 6A. To authorise the Board of Directors of the Company to exercise thepowers to allot, issue and deal with additional shares of the Company and tomake or grant offers, agreements and option which might require the exercise ofsuch powers in connection with not exceeding 20% of each of the existingDomestic Shares and H Share in issue at the date of passing this resolution. 6B. To authorise the Board of Directors of the Company to increase theregistered capital and amend the Articles of Association of the Company toreflect such increase in the registered capital of the Company under abovegeneral mandate. 6C. To approve the amendment of the Articles of Association of theCompany in respect of the business scope of the Company. Dated this _______________ day of ________________ ,2007 Signature (Note 7) _________________________ Notes: 1. Please insert the number of shares registered in your name(s) towhich this proxy form relates. If no number is inserted, this form of proxy willbe deemed to relate to all shares registered in your name(s). 2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. 3. Please insert the total number of shares registered in your name(s). 4. A member entitled to attend and vote at the Meeting is entitledto appoint one or more proxies of his own choice to attend and vote instead ofhim. A proxy need not be a member of the Company. If any proxy other than theChairman of the Meeting is preferred, please strike out the words "the Chairmanof the meeting and/or" and insert the name(s) and address(es) of the proxy/proxies desired in the space provided. In the event that two or more persons(other than the Chairman of the Meeting) are named as proxies and the words "theChairman of the meeting...and/or" are not deleted, those words and referencesshall be deemed to have been deleted. 5. If you appoint more than one proxy, the voting rights may only beexercised by way of poll. 6. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION TICK IN THE BOXMARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK IN THE BOX MARKED"AGAINST". Failure to complete the boxes will entitle your voting proxy to casthis vote at his discretion. On a show of hands, a member is entitled to onevote. On a poll, a member is entitled to one vote for every fully-paid shareheld and a member entitled to more than one vote need not use all his votes inthe same way. A tick in the relevant box indicates that the votes attached toall the shares stated above as held by you will be cast accordingly. The totalnumber of shares referred to in the two boxes for the same resolution cannotexceed the number of Shares stated above as held by you. Where numbers arereferred to in both boxes for the same resolution, the voting proxy will vote ona show of hands according to the box with the larger number or, in case of anequal number in both boxes, the voting proxy will cast his vote at hisdiscretion. 7. This form of proxy must be signed by you or your attorney dulyauthorised in writing, or in the case of a corporation, must be either underseal or under the hand of a director or attorney duly authorised. If this formof proxy is signed by your attorney, the power of attorney or other document ofauthorisation must be notarised. 8. In order to be valid, this form of proxy, together with thenotarised copy of the power of attorney or other document of authorisation (ifany) under which it is signed, for holders of H Shares, must be delivered to theCompany's H Share registrar, Computershare Hong Kong Investor Services Limited,46th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, notless than 24 hours prior to the time appointed for holding the Meeting (or anyadjournment thereof). For holders of Domestic Shares, the above documents mustbe delivered to the Secretariat of the Board of Directors of the Company withinthe same period. 9. Completion and delivery of a form of proxy will not preclude youfrom attending and/or voting at the Meeting (or any adjournment thereof) if youso wish. 10. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BYTHE PERSON(S) WHO SIGN(S) IT. 11. To attend and represent the shareholder(s) at the Meeting, theproxy so appointed must produce beforehand his identification document and anypower of attorney duly signed by his appointor(s) or the legal representative(s)of his appointor(s). The power of attorney must state the date of issuance. AIR CHINA LIMITED (a joint stock limited company incorporated in the People's Republic of Chinawith limited liability) (Stock Code: 753) ANNUAL GENERAL MEETING NOTICE OF ATTENDANCE To: Air China Limited (the "Company") I/We (Note 1) __________________________________________________________________ of __________________________________________________________________, being the registered holder of (Note 2) __________________________________________________________________ H/domestic shares in the share capital of the Company hereby inform the Companythat I/we intend to attend the Annual General Meeting to be held at 2:30 p.m. on30 May 2007 at The Conference Room, Air China Building, 36 Xiaoyun Road,Chaoyang District, Beijing, PRC or to appoint proxies to attend on my/ourbehalf. Signature: __________________________________________________________________ Date: __________________________________________________________________2007 Notes: 1. Please insert the full name(s) and address(es) of the shareholder(s)as it is recorded in the register of members of the Company in BLOCK CAPITALS. 2. Please insert the number of shares registered in your name(s). 3. Please duly complete and sign this Notice of Attendance, and deliverit to the Secretariat of the Board of the Company on or before 9 May 2007. The address of the Secretariat of the Board of the Company: Secretariat of the BoardAir China LimitedSouth TerminalBeijing Capital International AirportChaoyang District, Beijing, 100621PRC Contact Person : Mr. Zhou Wu Telephone : (8610) 6458 0753Facsimile : (8610) 6458 5095 Paste the following link into your web browser to download the PDF copy of this announcement: http://www.rns-pdf.londonstockexchange.com/rns/5713u_3-2007-4-11.pdf This information is provided by RNS The company news service from the London Stock Exchange