Air China Regulatory News (AIRC)

13 Nov 2006 07:00

Air China Ld13 November 2006 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 extraordinary general meeting ( "EGM ") of AirChina Limited ( "Company ") will be held at The Conference Room, Air ChinaBuilding, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC at 2:00 p.m. on 28December 2006 to consider and, if thought fit, to pass the followingresolutions. Unless otherwise indicated, capitalised terms used herein shallhave the same meaning as those defined in the announcements of the Company dated27 October 2006 and 13 November 2006, respectively: Ordinary Resolutions: 1 "THAT, the Non-exempt Continuing Connected Transactions and theirproposed annual cap for each of the three years ended 31 December 2007, 2008 and2009 and the supplemental agreements in respect of the Company's continuingconnected transactions, which shall be approved or ratified by the Shareholdersin accordance with PRC law, are hereby approved and ratified. " 2 "THAT, the Board form an Aviation Safety Committee comprising 3members and Mr. Wang Shixiang serves as the chairman of this committee while Mr.Ma Xulun and Mr. Cai Jianjiang are the committee members are hereby approved. " 3 "THAT, all the board committees under the Board may engage bothinternal and external experts to provide professional support for theirdecision-making and the terms of such engagement shall expire upon theexpiration of the current Board session, and the first list of experts of eachboard committee are hereby approved, and all board committees are authorizedthereafter to select and replace any such experts and to decide other relevantengagement matters. " 4 "THAT, the Directors and Senior Management Share AppreciationRights Administrative Handbook is hereby approved. " 5 "THAT, Mr. Chen Nan Lok Philip is appointed as a non-executiveDirector and the term of his office shall commence upon the approval to theProposed Amendment in respect of the number of Directors by relevant PRCauthorities and shall end on the expiry of the term of the current session ofthe Board. " Special Resolution: 1. THAT, the Proposed Amendment including the amendments to thearticles of association, made in accordance with relevant newly amended PRClaws, and the amendment that the number of Directors of the Board is increasedfrom 12 to 13 are hereby approved. " A circular containing the details in respect of the resolutions above will bedespatched to the shareholders in accordance with the Hong Kong Listing Rules assoon as practicable. By Order of the Board Zheng Baoan Li Man Kit Joint Company Secretaries Beijing, the PRC 13 November 2006 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 EGM Holders of H Shares of the Company are advised that the register of members ofthe Company will close from 29 November 2006 to 28 December 2006 (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 EGM,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 28 November 2006. Shareholders of the Company whose names appear on the register of members of theCompany at the close of business on 28 November 2006 are entitled to attend theEGM. 2. 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 the Company's Board Secretariat, on or before 7 December 2006. The notice of attendancemay be delivered by hand, by post or by fax to the Company's H Shareregistrar, or to the address of the Company's Board Secretariat (as may beapplicable). Completion and return of the notice of attendance do not affect theright of a shareholder to attend the EGM. However, the failure to return thenotice of attendance may result in an adjournment of the EGM, if the number ofshares carrying the right to vote represented by the shareholders proposing toattend the EGM by the notice of attendance does not reach more than half of thetotal 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 toappoint one or more proxies, whether or not they are members of the Company, toattend and vote on his behalf at the EGM. * Independent non-executive Director of the Company 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's Board Secretariat for holders of Domestic Shares not less than 24 hoursbefore the time appointed for the holding of the EGM. 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 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 (ii) 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 EXTRAORDINARY 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 ofAir China Limited (the "Company ") HEREBY APPOINT (Note 4) the Chairman of themeeting and/or (Note 4) ________________________________________________________________________ of________________________________________________________________________________ as my/our proxy/proxies: (a) to act for me/us at the extraordinary generalmeeting (or at any adjournment thereof) of the Company to be held at 2:00 p.m. on 28 December 2006 at The Conference Room, Air China Building, 36Xiaoyun Road, Chaoyang District, Beijing, PRC (the "Meeting ") for the purposeof considering and, if thought fit, passing the resolutions (the "Resolutions ") as set out in the notice convening the Meeting; and (b) at the Meeting (or atany adjournment thereof) to vote for me/us and in my/our name(s) in respect ofthe Resolutions as hereunder indicated or, if no such indication is given, as my/our voting proxy thinks fit. ORDINARY RESOLUTIONS FOR (Note AGAINST (Note 6) 6)1. To consider and approve the Non-exempt Continuing Connected Transactions and their proposed annual cap for each of the three years ended 31 December 2007, 2008 and 2009 and the supplemental agreements in respect of the Company's continuing connected transactions, which shall be approved or ratified by the Shareholders in accordance with PRC law.2. To consider and approve the Board form an Aviation Safety Committee comprising 3 members and Mr. Wang Shixiang serves as the chairman of this committee while Mr. Ma Xulun and Mr. Cai Jianjiang are the committee members.3. To consider and approve all the board committees under the Board may engage both internal and external experts to provide professional support for their decision-making and the terms of such engagement shall expire upon the expiration of the current Board session, and to consider and approve the first list of experts of each board committee and all board committees are authorized thereafter to select and replace any such experts and to decide other relevant engagement matters.4. To consider and approve the Directors and Senior Management Share Appreciation Rights Administrative Handbook.5. To consider and approve Mr. Chen Nan Lok Philip is appointed as a non-executive Director and the term of his office shall commence upon the approval to the Proposed Amendment in respect of the number of Directors by relevant PRC authorities and shall end on the expiry of the term of the current session of the Board. SPECIAL RESOLUTION FOR (Note AGAINST (Note 6) 6)1. To consider and approve the Proposed Amendment including the amendments to the articles of association, made in accordance with relevant newly amended PRC laws, and the amendment that the number of Directors of the Board is increased from 12 to 13. Dated this _________________ day of 2006 Signature (Note 7) _________________________ Notes: 1 Please insert the number of shares registered in your name(s) to whichthis proxy form relates. If no number is inserted, this form of proxy will bedeemed 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 entitled toappoint 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 theChairman of the Meeting is preferred, please strike out the words "theChairman of the meeting and/or " and insert the name(s) and address(es) of theproxy/proxies desired in the space provided. In the event that two or morepersons (other than the Chairman of the Meeting) are named as proxies and thewords "the Chairman of the meeting...and/or " are not deleted, those words andreferences shall 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 BOX MARKED "FOR ". IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK IN THE BOX MARKED "(S)AGAINST ". Failure to complete the boxes will entitle your voting proxy tocast his 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 duly authorisedin writing, or in the case of a corporation, must be either under seal or underthe hand of a director or attorney duly authorised. If this form of proxy issigned 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 the notarisedcopy of the power of attorney or other document of authorisation (if any) underwhich it is signed, for holders of H Shares, must be delivered to the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, 46thFloor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, not lessthan 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 you fromattending and/or voting at the Meeting (or any adjournment thereof) if you sowish. 10 ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT. 11 To attend and represent the shareholder(s) at the Meeting, the proxy soappointed must produce beforehand his identification document and any power ofattorney duly signed by his appointor(s) or the legal representative(s) of hisappointor(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 China with limited liability) (Stock Code: 753) EXTRAORDINARY 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 inthe share capital of the Company hereby inform the Company that I/we intend toattend the Extraordinary General Meeting to be held at 2:00 p.m. on 28 December2006 at The Conference Room, Air China Building, 36 Xiaoyun Road, ChaoyangDistrict, Beijing, PRC or to appoint proxies to attend on my/our behalf. Signature: _______________________ Date:___________________________ 2006 Notes: 1 Please insert the full name(s) and address(es) of the shareholder(s) asit 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 deliver itto the Secretariat of the Board of the Company on or before 7 December 2006. The address of the Secretariat of the Board of the Company: Secretariat of the Board Air China Limited South Terminal Beijing CapitalInternational Airport Chaoyang District, Beijing, 100621 PRC Contact Person : Mr. Zhou Wu Telephone : (8610) 6458 0753 Facsimile : (8610) 6458 5095 This information is provided by RNS The company news service from the London Stock Exchange