Air China Regulatory News (AIRC)

5 Nov 2009 14:44

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement. 

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 00753)

NOTICE OF EXTRAORINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting ("EGM") of Air China Limited ("Company") will be held at The Conference Room, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC at 2:30 p.m. on 22 December 2009 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 announcement of the Company dated 27 October 2009:

Ordinary Resolutions:

1. Consider and approve the Resolutions Concerning the Entry into Continuing Connected Transaction Agreements for the Years from 2010 to 2012 and their Respective Annual Caps: 

(1) Approve the Company to enter into with the following parties and effect the following connected transaction agreements: (1) with CNAHC, the Properties Leasing Agreement, the Sales Agency Services Framework Agreement, the Comprehensive Services Agreement and the Charter Flight Service Framework Agreement; (2) with CNAF, the Financial Services Agreement; (3) with CNATC, the Tourism Cooperation Agreement; (4) with CNAMC, the Advertising Services Framework Agreement; and (5) with CNACD, the Construction Project Management Agreement. 

(2) Agree that, for each of the three years ending 31 December 2010, 2011 and 2012, 

(a) the annual cap for the aggregate amount of rent payable to CNAHC Group by the Company under the Properties Leasing Agreement is RMB140 million, RMB147 million and RMB154.35 million, respectively; 

 (b) the annual cap for the aggregate sales revenue of airline tickets and cargo space by the Company to CNAHC Group under the Sales Agency Services Framework Agreement is RMB270 million, RMB324 million and RMB388.8 million, respectively;

(c) the annual cap for the aggregate amount payable to CNAHC Group by the Company under the Comprehensive Services Agreement is RMB784 million, RMB862 million and RMB862 million, respectively;

(d) the annual cap for the aggregate amount receivable by the Company in respect of charter flight services under the Charter Flight Service Framework Agreement is RMB750 million, RMB825 million and RMB900 million, respectively; 

(e) the maximum daily balance of deposits (including accrued interest) placed by the Company with CNAF shall be RMB7 billion and the maximum daily balance of loans and other credit services (including accrued interest) granted by CNAF to the Company shall be RMB3 billion under the Financial Services Agreement; 

(f) the annual cap for the aggregate amount payable to the Company by CNATC under the Tourism Cooperation Agreement is RMB69 million per annum; and 

(g) the annual cap for the aggregate amount payable to CNAMC by the Company under the Advertising Services Framework Agreement is RMB60 million per annum. 

2. Consider and approve the Resolution Concerning the Provision of Guarantee for the Loan of Sichuan SNECMA Aeroengine Maintenance Co., Ltd.:

Approve the Company to provide a guarantee of the loan of Sichuan SNECMA Aeroengine Maintenance Co., Ltd. ("SNECMA") in favour of CNAF, the creditor, in the amount of RMB26,181,840 based on its 43.6364% shareholding in SNECMA, in respect of a RMB60,000,000 bank loan. Approve the Company's management to execute the relevant guarantee agreement. 

By order of the Board

Air China Limited

Huang Bin Tam Shuit Mui

Joint Company Secretaries

Beijing, 5 November 2009

As at the date of this notice, the Directors of the Company are Mr. Kong Dong, Ms. Wang Yinxiang, Mr. Wang Shixiang, Mr. Cao Jianxiong, Mr. Christopher Dale Pratt, Mr. Chen Nan Lok, Philip, Mr. Cai Jianjiang, Mr. Fan Cheng, Mr. Hu Hung Lick, Henry*, Mr. Zhang Ke*, Mr. Jia Kang* and Mr. Fu Yang*. 

* Independent non-executive Director of the Company 

Notes:

1. Closure of register of members and eligibility for attending the EGM

Holders of H Shares of the Company are advised that the register of members of the Company will close from 23 November 2009 to 22 December 2009 (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 at the EGM, 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, by 4:00 p.m. on 20 November 2009.

Shareholders of the Company whose names appear on the register of members of the Company at the close of business on 20 November 2009 are entitled to attend the EGM.

2. Notice of attendance

H-share shareholders who intend to attend the EGM should complete and lodge the accompanying notice of attendance and return it to the Company's H Share registrar on or before Wednesday, 2 December 2009. 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 the EGM. However, the failure to return the notice of attendance may result in an adjournment of the EGM, if the number of shares carrying the right to vote represented by the shareholders proposing to attend the EGM 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 EGM.

3. 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 behalf at the EGM.

A proxy shall be appointed by an instrument in writing. Such instrument shall be signed by the appointer 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 appointed for the holding of the EGM. 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. 

4. Other businesses

(i) The EGM is expected to last for one hour. 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: