Air China Regulatory News (AIRC)

11 Apr 2007 07:00

Air China Ld11 April 2007 AIR CHINA LIMITED (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 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 LimitedCompany as the Company's domestic auditors for the year ending 31 December 2007and to authorise the management of the Company to discuss with them matters inrelation to engagement contracts and remunerations; 6. To consider and approve the following resolutions as specialresolutions: 6A. "THAT: (a) subject to paragraph (c) below, the exercise by the Board of Directorsof the Company during the Relevant Period (as hereafter defined) of all thepowers of the Company to allot, issue and deal with additional shares of theCompany ("Shares") and to make or grant offers, agreements and options whichmight 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 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 ofspecial resolution 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 authorisedto increase 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 amendments to the articles of association of the Company in respectof its 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 anddomestic scheduled 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 Announcement, 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 ofmembers of the Company will close from 1 May 2007 to 30 May 2007 (both daysinclusive), during which time no transfer of H Shares of the Company will beeffected and registered. In order to qualify for attendance at the AGM,instruments of transfer accompanied by share certificates and other appropriatedocuments must be lodged with the Company's H Share registrar, ComputershareHong Kong Investor Services Limited, by 4:00 p.m. on 30 April 2007. The finaldividends are expected to be paid on 29 June 2007 after it is approved at theAGM. Shareholders of the Company whose names appear on the register ofmembers of the Company at the close of business on 30 April 2007 are entitled toattend the AGM. 2. Notice of attendance Shareholders who intend to attend the AGM should complete and lodgethe accompanying notice of attendance and return it to, for holders of H Shares,the Company's H Share registrar, or for holders of Domestic Shares, theCompany's Board Secretariat, on or before 9 May 2007. The notice of attendancemay be delivered by hand, by post or by fax to the Company's H Share registrar,or to the 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 AGMis entitled to appoint one or more proxies, whether or not they are members ofthe Company, to attend and vote on his behalf at the AGM. A proxy shall be appointed by an instrument in writing. Suchinstrument shall be signed by the appointer or his attorney duly authorised inwriting. If the appointer is a legal person, then the instrument shall be signedunder a legal person's seal or signed by its director or an attorney dulyauthorised in writing. The instrument appointing the proxy shall be deposited atthe Company's H Share registrar for holders of H Shares or at the address of theCompany's Board Secretariat for holders of Domestic Shares not less than 24hours before the time appointed for the holding of the AGM. If the instrumentappointing the proxy is signed by a person authorised by the appointer, thepower of attorney or other document of authority under which the instrument issigned shall be notarised. The notarised power of attorney or other document ofauthority shall be deposited together and at the same time with the instrumentappointing the proxy at the Company's H Share registrar or the address of theCompany's Board Secretariat (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 This information is provided by RNS The company news service from the London Stock Exchange