Air China Regulatory News (AIRC)

3 Jul 2006 07:01

Air China Ld03 July 2006 AIR CHINA LIMITED (a joint stock limited company incorporated in the People's Republic of China with limited liability) (Stock Code: 753) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that an extraordinary general meeting ("EGM") of AirChina Limited ("Company")will be held at The Conference Room, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC at2:00 p.m. on 22 August 2006 to consider and, if thought fit, to pass thefollowing resolutions. Unless otherwise indicated, capitalised terms used hereinshall have the same meaning as those defined in the circular of the Companydated 3 July 2006 ("Circular"): Ordinary Resolution: 1. "THAT, the sale of all the Dragonair Shares by CNAC Limited toCathay in consideration of Cathay issuing new Cathay Shares and payment in cashto CNAC Limited, and the purchase of 40,128,292 and 359,170,636 Cathay Shares bythe Company from SPAC and CITIC Pacific, respectively, at the price of HKD13.50per share, all as described in the Circular are hereby approved." Special Resolution: 2. "THAT, conditional upon the approval of the same by the DomesticShareholders Class Meeting and the Foreign Shareholders Class Meeting, theissuance of 1,179,151,364 H Shares by the Company to Cathay at an aggregatesubscription price of HKD4.07 billion, representing HKD3.45 per H Share, orissuance of such other securities (as approved by the Directors of the Company)to Cathay which may be convertible into 1,179,151,364 H Shares, is herebyapproved." By Order of the Board Zheng Baoan Li Man Kit Joint Company Secretaries Beijing, the PRC 3 July 2006 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*. * Independent non-executive Director of the Company Notes: 1. The proposed issuance of additional H Shares and the Company'sproposed plan in relation to the use of proceeds from the proposed issuance ofadditional H Shares Shareholders are reminded to read carefully details of the proposed issuance of additional H Shares as well as the relevant content of the proposal made by the Company in relation to the use of proceeds from the proposed issuance of additional H Shares as contained in the Circular. 2. 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 ofthe Company will close from 24 July 2006 to 22 August 2006 (both days inclusive), during which time no transfer of H Sharesof the Company will be effected and registered. In order to qualify forattendance at the EGM, instruments of transfer accompanied by share certificatesand other appropriate documents must be lodged with the Company's H Shareregistrar, Computershare Hong Kong Investor Services Limited, by 4:00 p.m. on 21July 2006. Shareholders of the Company whose names appear on the register of members of theCompany at the close of business on 21 July 2006 are entitled to attend the EGM. 3. Notice of attendance Shareholders who intend to attend the EGM 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 and Non-HForeign Shares, the Company's Board Secretariat, on or before 1 August 2006.The notice of attendance may be delivered by hand, by post or by fax to theCompany's H Share registrar, or to the address of the Company's BoardSecretariat (as may be applicable). Completion and return of the notice ofattendance 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 ofthe EGM, if the number of shares carrying the right to vote represented by theshareholders proposing to attend the EGM by the notice of attendance does notreach more than half of the total number of shares of the Company carrying theright to vote at the EGM. 4. Proxy Every shareholder who has the right to attend and vote at the EGM is entitled toappoint one or more proxies, whether or not they are members of the Company, toattend and vote on his behalf at the EGM. 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 and Non-H Foreign Sharesnot less than 24 hours before the time appointed for the holding of the EGM. Ifthe instrument appointing the proxy is signed by a person authorised by theappointer, the power of attorney or other document of authority under which theinstrument is signed shall be notarised. The notarised power of attorney orother document of authority shall be deposited together and at the same timewith the instrument appointing the proxy at the Company's H Share registraror the address of the Company's Board Secretariat (as may be applicable). 5. Other businesses (i) The EGM 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 ofthe Board Air 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