Last checked at 14 Dec 2015 07:00
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 00753)
FORM OF PROXY FOR H SHAREHOLDERS' CLASS 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 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 class meeting for holders of H Shares (or at any adjournment thereof) of the Company to be held at 2:00 p.m. on Tuesday, 26 January 2016 at The Conference Room One, 29/F, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, the PRC (the "H Shareholders' Class Meeting") for the purpose of considering and, if thought fit, passing the resolutions (the "Resolutions") as set out in the notice (the "Notice") convening the H Shareholders' Class Meeting; and (b) at the H Shareholders' Class Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the Resolutions as hereunder indicated or, if no such indication is given, as my/our voting proxy thinks fit. Unless otherwise indicated, capitalised terms used herein shall have the same meaning as those defined in the Notice and the Supplemental Notice.
SPECIAL RESOLUTIONS FOR (Note 5) AGAINST (Note 5)
1. | To consider and approve each of the following proposals concerning the Non-public A Share Issue of the Company: | ||
(1) Class of Shares and Nominal Value | |||
(2) Method and timing of Issue | |||
(3) Offering Size | |||
(4) Target Subscriber and Subscription Method | |||
(5) Pricing Basis and Issue Price | |||
(6) Lock-up Period | |||
(7) Accumulated Profit Arrangement | |||
(8) Place of Listing | |||
(9) Effectiveness of the Resolution Approving the Non-public A Share Issue | |||
(10) Amount and Use of Proceeds | |||
2. | To consider and approve the Share Subscription Agreement entered into by and between the Company and CNAHC and the transactions contemplated thereunder | ||
Dated Signature (Note 6)
Notes:
1. Please insert the number of shares registered in your name(s) to which this proxy form relates. If no number is inserted, this form of proxy will be 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 H Shareholders' Class Meeting is entitled to appoint one or more proxies of his own choice to attend and vote instead of him. A proxy need not be a member of the Company. If any proxy other than the chairman of the H Shareholders' Class Meeting is preferred, please strike out the words "the chairman of 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 H Shareholders' Class Meeting) are named as proxies and the words "the chairman of the meeting and/or" are not deleted, those words and references shall be deemed to have been deleted.
5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK IN THE BOX MARKED "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 cast his vote at his discretion. A member is entitled to one vote for every fully-paid share held and a member entitled to more than one vote need not use all his votes in the same way. A tick in the relevant box indicates that the votes attached to all the shares stated above as held by you will be cast accordingly. The total number of shares referred to in the two boxes for the same resolution cannot exceed the number of Shares stated above as held by you.
6. This form of proxy must be signed by you or your attorney duly authorised in writing, or in the case of a corporation, must be either under seal or under the hand of a director or attorney duly authorised. If this form of proxy is signed by your attorney, the power of attorney or other document of authorisation must be notarised.
7. In order to be valid, this form of proxy, together with the notarised copy of the power of attorney or other document of authorisation (if any) under which it is signed, for holders of H Shares, must be delivered to the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, not less than 24 hours prior to the time appointed for holding the H Shareholders' Class Meeting (or any adjournment thereof).
8. Completion and delivery of a form of proxy will not preclude you from attending and/or voting at the H Shareholders' Class Meeting (or any adjournment thereof) if you so wish.
9. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALED BY THE PERSON(S) WHO SIGN(S) IT.
10. To attend and represent the shareholder(s) at the H Shareholders' Class Meeting, the proxy so appointed must produce beforehand his identification document and any power 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.