Air China Regulatory News (AIRC)

5 Nov 2007 07:01

Air China Ld05 November 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 EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "EGM") ofAir China Limited (the "Company") will be held at the Conference Room, AirChina Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC at 1:30 p.m. on 17 December 2007 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 shareholders circular dated 2 November 2007 issued by the Company ("Circular"): SPECIAL RESOLUTIONS 1. "THAT the offering of additional A Shares by the Company (the "Offering") and each of the following items and conditions for the Offering be and are hereby approved one by one: (1) Class of shares: RMB denominated ordinary shares (i.e. A Shares); (2) Nominal valune: RMB1.00 each; (3) Total number of A Shares to be issued: Not more than 400 million A Shares (the "Additional A Shares"); (4) Target subscribers: Public investors having maintained shareholders' account for RMB-denominated ordinary shares at the ShanghaiStock Exchange and other investors as approved by the CSRC (unless otherwise prohibited by applicable laws, regulations and policies); (5) Offering structure: The Offering will be conducted via a combination of "online" and "offline" offerings (within the meaning of relevant PRC laws and regulations) at fixed price. Part of the AdditionalA Shares under the Offering (the size of which is to be determined by the Board as authorized by the shareholders and the lead underwriter for theOffering) will be made available to all registered holders of A Shares, whose names appear on the register of members of the Company at the close of a record date for ascertaining the entitlement of such holders of A Shares, on a pro rata basis in terms of the number of A Shares which are not subject to lock-up as stipulated by the PRC laws and regulations for their preferential subscription; (6) Offer price: The offer price of the Additional A Shares will bedetermined by the agreement between the Board on behalf of the Company and the lead underwriter for the Offering but in any event shall not be less than the lower of (i) the average price of the existing shares of the Company for the 20 trading days immediately prior to the publication of the offering document in respect of the Offering; and (ii) the average price of the existing shares of the Company for the trading day immediately prior to the publication of such offering document; (7) Place of listing: Shanghai Stock Exchange; (8) Upon the completion of the Offering, both existing and new shareholders of the Company will be entitled to the accumulative distributable profits of the Company; (9) validity period: the shareholders' approval of the Offering shall be valid for 12 months from the date of passing this resolution." Please note, the implementation of this Special Resolution is subject to the approval by the China Securities Regulatory Commission (the "CSRC"). 2. "THAT the projects for which the proceeds from the Offering (the "Proceeds") will be utilized (the "Projects") and each of the following items and conditions for the use of the Proceeds be and are hereby approved: (1) the Projects are set out as follows: (a) the acquisition of 15 Boeing 787 aircraft; (b) the acquisition of 24 Airbus 320 series aircraft; (c) the acquisition of 15 Boeing 737 series aircraft; (d) supplementing the working capital of the Company with no more than RMB1.5 billion out of the Proceeds; (2) before the Proceeds is available, the Company is authorized to useinternal funds or bank loans to finance the Projects according to the actual payment schedule of the Projects; when the Proceeds is available, the Company is authorised to apply the Proceeds to any payment due in relation to the Projects or to repay any outstanding bank loan in relation to the Projects that occurred before the completion of the Offering; if in addition to the Proceeds further financing is needed by the Projects, the Company is authorized to explore other funding sources; and (3) the Board is hereby authorized to determine and adjust with fullauthority the projects, the priority and the actual investment amounts and bank loan repayment amounts to which the Proceeds shall be applied subject to the scope of the Projects as approved above." Please note, the implementation of this Special Resolution is subject to the approval by the CSRC. 3. "THAT the Board be and is authorised to determine matters relating to the Offering at its discretion and with full authority, including: (1) the Board is authorised to determine all matters relating to theOffering, including but not limited to, the offering structure, offer size, offer price, pricing mechanism, scope of offerees, size of rights issue to existing shareholders, application method and timing of the Offering; (2) the Board, the chairman of the Board ("Chairman") and the attorney of the Chairman are authorised to determine the intermediaries to be retained for the Offering, handle application and submission matters in relation to the Offering, produce, prepare, amend, improve and sign all documents in relation to the Offering and sign all contracts, agreements and documents in relation to the Offering; (3) the Board, the Chairman and the attorney of the Chairman are authorised to handle capital verification formalities upon completion of the Offering; (4) the Board, the Chairman and the attorney of the Chairman are authorised to apply to Shanghai Stock Exchange for the listing of the Additional A Shares under the Offering and deliver relevant documents; (5) the Board, the Chairman and the attorney of the Chairman are authorised to handle the deposit and registration matters in relation to the Offering; (6) the Board, the Chairman and the attorney of the Chairman are authorised to amend relevant provisions of the Articles of Association of the Company, handle relevant approval formalities and handle various registration formalities in relation to the change in the registered capital of the Company upon completion of the Offering; (7) the Board is authorised, in the event of changes in the policies of the relevant securities regulatory authorities in respect of offering of additional shares or changes in market condition, to make corresponding adjustments to the matters in relation to the Offering such as the terms set out in the above resolutions, unless any matter is subject to further approval by shareholders' meeting of the Company as required by relevant laws, regulations and/or the Articles of Association of the Company; (8) the Board be authorised to determine all other matters relating to the Offering; and (9) the above various authorisation shall be valid for one year from the date of passing this Special Resolution." ORDINARY RESOLUTIONS 4. To consider and, if thought fit, approve the "Feasibility ofProposed Investment Projects to Be Funded by the Proceeds from the Offering", which is set out in Appendix I to the shareholders circular dated 2 November 2007 in relation to the Offering. 5. To consider and, if thought fit, approve the "Report from the Boardon Use of Proceeds from Previous Issue of Shares! which is set out in Appendix II to the Circular. By order of the Board Huang Bin Li Man Kit Joint Company Secretaries Beijing, the PRC 2 November 2007 As at the date of this announcement, the Directors of the Company are Messrs Li Jiaxiang, Kong Dong, Wang Shixiang, Yao Weiting, Christopher Dale Pratt, Chen Nan Lok Philip, Ma Xulun, Cai Jianjiang, Fan Cheng, Hu Hung Lick, Henry*, Wu Zhipan*, Zhang Ke* and Jia Kang*. * Independent non-executive Director of the Company Notes: 1. Closure of register of members and eligibility for attend the EGM Holders of H Shares of the Company are advised that the register of membersof the Company's H Shares will close from 19 November 2007 to 17 December 2007 (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 4:30 p.m. on or before 16 November 2007. 2. Notice of attendance For holders of H Shares, if you intend to attend the EGM in person or by proxy, you are required to complete and return the notice of attendance toComputershare Hong Kong Investor Services Limited on or before 27 November 2007. 3. Proxy i. Any Shareholder entitled 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 at the meeting on his behalf. ii. The instrument appointing a proxy must be in writing under the hand of the appointer or his attorney duly authorised in writing, or if the appointer is a legal person, either under seal or under the hand of a director or a duly authorised attorney. If that instrument is signed by an attorney of the appointer, the power of attorney authorising that attorney to sign or other document of authorisation must be notarised. In order to be valid, for holders of H Shares, the above document must be delivered to Computershare Hong Kong Investor Services Limited no later than 24 hours prior to the commencement of the EGM. The completion and return of a proxy form will not preclude a shareholder from attending and voting at the EGM. In such event, the instrument appointing a proxy shall be deemed to be revoked. iii. If more than on proxy is appointed, such proxies shall only beentitled to vote by poll. iv. Shareholders or their proxies shall produce their identificationdocuments when attending the EGM. 4. Miscellaneous i. The EGM is expected to last for approximately two hours. Allattending shareholders shall arrange for their transportation and accommodation and shall bear all expenses in this connection. ii. The address of Computershare Hong Kong Investor Services Limited is: Room 1712-1716 Hopewell Centre 183 Queen's Road East Wanchai Hong Kong Tel No.: (852) 2862 8628 Fax No.: (852) 2865 0990 This information is provided by RNS The company news service from the London Stock Exchange