Air China Regulatory News (AIRC)

3 Jul 2006 07:02

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 FOREIGN SHAREHOLDERS CLASS MEETING NOTICE IS HEREBY GIVEN that the class meeting for holders of Foreign Shares(including H Shares and Non-H Foreign Shares) ("Foreign Shareholders ClassMeeting") of Air China Limited ("Company") will be held at The ConferenceRoom, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC at 2:30 p.m. on 22 August 2006 (or immediately after the conclusion or adjournment ofthe EGM) to consider and, if thought fit, to pass the following resolution.Unless otherwise indicated, capitalised terms used herein shall have the samemeaning as those defined in the circular of the Company dated 3 July 2006 (the "Circular"): Special Resolution: "THAT, conditional upon the approval of the same by the Domestic ShareholdersClass Meeting and by Shareholders of the Company at the extraordinary generalmeeting to be convened, the issuance of 1,179,151,364 H Shares by the Company toCathay or such other securities (as approved by the Directors of the Company) toCathay which may be convertible into 1,179,151,364 H Shares be and is herebyapproved." By Order of the Board Zheng Baoan Li Man Kit Joint Company Secretaries Beijing, the PRC3 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 votes of all holders of Foreign Shares and the holders ofoverseas listed foreign shares, that is, holders of H Shares, in respect of thisspecial resolution will be counted separately. The Company will treat thisspecial resolution to be passed if it attains a two-thirds majority of thevoting rights of holders of Foreign Shares and that of holders of H Sharesattending the meeting. 2. The proposed issuance of additional H Share and the Company'sproposed plan in relation to the use of proceeds from the issuance of additionalH Share Shareholders are reminded to read carefully the details of the proposed issuanceof additional H Shares as well as the relevant content of the proposal made bythe Company in relation to the use of proceeds from the issuance of additional HShares as contained in the Circular. 3. Closure of register of members and eligibility for attending theForeign Shareholders Class Meeting 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 Shares of the Company will be effected and registered. In order to qualify for attendance at the Foreign Shareholders Class Meeting, instruments of transfer accompanied by share certificates and other appropriate documents must be lodgedwith the Company's H Share registrar, Computershare Hong Kong InvestorServices Limited, by 4:00 p.m. on 21 July 2006. Holders of H Shares of the Company whose names appear on the register of membersof the Company maintained in Hong Kong on 21 July 2006 are entitled to attendthe Foreign Shareholders Class Meeting. Holders of Non-H Foreign Shares of the Company whose names appear on theregister of members of the Company maintained in Hong Kong on 21 July 2006 areentitled to attend the Foreign Shareholders Class Meeting. 4. Notice of attendance Shareholders who intend to attend the Foreign Shareholders Class Meeting shouldcomplete and lodge the accompanying notice of attendance and return it to, forholders of H Shares, the Company's H share registrar and for holders of 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 ForeignShareholders Class Meeting. However, a failure to return the notice ofattendance may result in an adjournment of the Foreign Shareholders ClassMeeting, if the number of shares carrying the right to vote represented by theshareholders proposing to attend the Foreign Shareholders Class Meeting by thenotice of attendance does not reach more than half of the total number ofForeign Shares of the Company carrying the right to vote at the ForeignShareholders Class Meeting. 5. Proxy Every shareholder who has the right to attend and vote at the ForeignShareholders Class Meeting is entitled to appoint one or more proxies, whetheror not they are members of the Company, to attend and vote on his behalf at theForeign Shareholders Class Meeting. 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 Non-H Foreign Shares not less than 24hours before the time appointed for the holding of the Foreign ShareholdersClass Meeting. If the instrument appointing the proxy is signed by a personauthorised by the appointer, the power of attorney or other document ofauthority under which the instrument is signed shall be notarised. The notarisedpower of attorney or other document of authority shall be deposited together andat the same time with the instrument appointing the proxy at the Company's HShare registrar or the address of the Company's Board Secretariat (as may beapplicable). 6. Other businesses (i) The Foreign Shareholders Class Meeting is expected to last for halfan hour. Shareholders and their proxies attending the meeting shall beresponsible for their own traveling and accommodation 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