If
you are in any doubt as to any
aspect of this circular, you should consult a stockbroker or other
registered dealer in securities, bank manager, solicitor,
professional accountant or other professional adviser.
If
you have sold or transferred all
your shares of Air China Limited, you should at once hand this
circular and the form of proxy and notice of attendance to the
purchaser or transferee or to the bank, stockbroker or other agent
through whom the sale was effected for transmission to the
purchaser or the transferee.
Hong Kong Exchanges and Clearing
Limited and The Stock Exchange of Hong Kong Limited take no
responsibility for the contents of this circular, make no
representation as to its accuracy or completeness and expressly
disclaim any liability whatsoever for any loss howsoever arising
from or in reliance upon the whole or any part of the contents of
this circular.
中國國際航空股份有限公司
AIR CHINA
LIMITED
(a joint stock limited
company incorporated in the People's Republic of China with limited
liability)
(Stock
Code: 00753)
GENERAL MANDATE TO ISSUE DEBT
FINANCING INSTRUMENTS
AND
NOTICE OF ANNUAL GENERAL
MEETING
A letter from the Board is set out
on pages 3 to 9 of this circular.
A notice convening the AGM to be
held at 11:00 a.m. on Thursday, 30 May 2024 at The Conference Room
C713, No. 30, Tianzhu Road, Airport Industrial Zone, Shunyi
District, Beijing, the PRC, is set out on pages 24 to 27 of this
circular. Whether or not you are able to attend the AGM, you are
requested to complete and return the accompanying form of proxy in
accordance with the instructions printed thereon as soon as
possible but in any event not less than 24 hours before the time
appointed for convening the AGM or any adjournment thereof.
Completion and return of the form of proxy will not preclude you
from attending and voting in person at the AGM or any adjournment
thereof should you so wish.
26 April
2024
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Page
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DEFINITIONS
. . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
.
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1
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LETTER FROM THE
BOARD . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
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3
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I.
Introduction . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
.
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3
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II. Details of the
Resolutions . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . .
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4
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III.
AGM . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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8
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IV.
Recommendation . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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9
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V. Additional
Information . . . . . . . . . . . . . . . .
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9
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APPENDIX I - 2023 WORK
REPORT OF THE BOARD OF DIRECTORS . .
. . . . . . . .
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10
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APPENDIX II - 2023 WORK
REPORT OF THE SUPERVISORY COMMITTEE . . . . . .
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20
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NOTICE OF ANNUAL GENERAL
MEETING . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . .
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24
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In
this circular, unless the context otherwise requires, the following
expressions have the following meanings:
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"AGM"
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the annual general meeting of the
Company for the year ended 31 December 2023 to be held on Thursday,
30 May 2024
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"Articles of Association"
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the articles of association of the
Company
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"Board"
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the board of Directors of the
Company
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"CNAHC"
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China National Aviation Holding
Corporation Limited, a PRC state-owned enterprise and the
controlling shareholder of the Company, directly and through its
wholly-owned subsidiary CNACG, holding approximately 50.14% of the
issued share capital of the Company in aggregate as at the Latest
Practicable
Date
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"Company"
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Air China Limited, a company
incorporated in the PRC, whose H shares are listed on the Stock
Exchange as its primary listing venue and on the Official List of
the UK Listing Authority as its secondary listing venue, and whose
A shares are listed on the Shanghai Stock Exchange. The Company is
principally engaged in providing air passenger, air cargo and
related services
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"CSRC"
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the China Securities Regulatory
Commission
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"Director(s)"
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the director(s) of the Company
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"Group"
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the Company and its subsidiaries
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"Hong Kong"
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Hong Kong Special Administrative
Region of the PRC
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"Hong Kong Listing Rules"
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The Rules Governing the Listing of
Securities on the Stock Exchange
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"Latest Practicable Date"
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22 April 2024, being the latest
practicable date prior to the printing of this circular for
ascertaining certain information contained herein
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"PRC"
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the People's Republic of China
(other than, for the purpose of this circular only, Hong Kong,
Macau and Taiwan)
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"RMB"
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Renminbi, the lawful currency of the
PRC
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"SASAC"
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The State-owned Assets Supervision and
Administration Commission of the State
Council
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"SSE Listing Rules"
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the Rules Governing the Listing of
Stocks on Shanghai Stock Exchange
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"Shareholder(s)"
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holder(s) of the shares of the
Company
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"SFO"
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the Securities and Futures Ordinance
(Chapter 571 of the Laws of Hong Kong)
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"Stock Exchange"
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The Stock Exchange of Hong Kong
Limited
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"Supervisor(s)"
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the supervisor(s) of the
Company
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"Supervisory Committee"
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the supervisory committee of the
Company
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中國國際航空股份有限公司
AIR CHINA
LIMITED
(a joint stock limited
company incorporated in the People's Republic of China with limited
liability)
(Stock
Code: 00753)
Directors:
Executive Directors:
Mr. Ma Chongxian (Chairman)
Mr. Wang Mingyuan
Non-Executive Directors:
Mr. Feng Gang Mr. Patrick
Healy
Employee Representative Director:
Mr. Xiao Peng
Independent Non-Executive Directors:
Mr. Li Fushen Mr. He Yun Mr. Xu
Junxin
Ms. Winnie Tam Wan-chi
Registered Address:
1st Floor-9th Floor 101, Building
1
30 Tianzhu Road Shunyi District
Beijing, the PRC
Principal Place of Business in Hong Kong:
5th Floor, CNAC House 12 Tung Fai
Road
Hong Kong International Airport Hong
Kong
26 April 2024
To
the Shareholders
Dear Sir or Madam,
GENERAL MANDATE TO ISSUE DEBT
FINANCING INSTRUMENTS AND
NOTICE OF ANNUAL GENERAL
MEETING
I.
INTRODUCTION
The AGM of the Company will be held
at 11:00 a.m. on Thursday, 30 May 2024.
The resolutions to be proposed at
the AGM for the Shareholders' approval include: (1) the resolution
on the 2023 work report of the Board; (2) the resolution on the
2023 work report of the Supervisory Committee; (3) the resolution
on the financial reports for the year 2023; (4) the resolution on
the profit distribution proposal for the year 2023; (5) the
resolution on the unrecovered losses of the Company exceeding
one-third of the total amount of its paid-up share capital; (6) the
resolution on the re-appointment of international auditor, domestic
auditor and internal control auditor for the year 2024; and (7) the
resolution on the grant of mandate to the Board of the Company to
issue debt financing instruments.
The above resolution no. (7) is a
special resolution and the rest resolutions are ordinary
resolutions.
The purpose of this circular is to
provide you with all the information reasonably necessary to enable
you to make an informed decision on voting in respect of the
relevant resolutions at the AGM.
II. DETAILS OF THE RESOLUTIONS
(I)
Resolution on the 2023 work report of the
Board
For the full text of the 2023 work
report of the Board, please refer to Appendix I to this
circular.
(II) Resolution
on the 2023 work report of the Supervisory Committee
For the full text of the 2023 work
report of the Supervisory Committee, please refer to Appendix II to
this circular.
(III) Resolution on the financial reports for the year 2023
For the full text of the financial
reports for the year 2023 prepared under the PRC Accounting
Standards and the International Financial Reporting Standards,
please refer to relevant disclosures made by the Company on the
website of the Shanghai Stock Exchange and the HKEXnews website of
the Hong Kong Stock Exchange, respectively.
(IV) Resolution on the
profit distribution proposal for the year 2023
According to the audited financial
statements of the Company prepared in accordance with the PRC
Accounting Standards and the International Financial Reporting
Standards, the Company recorded negative profits available for
distribution to Shareholders in 2023. As considered and approved by
the 28th meeting of the sixth session of the Board, the Company
proposed not to make profit distribution for the year of
2023.
(V) Resolution on the unrecovered losses of the Company exceeding
one-third of the total amount of its paid-up share
capital
Pursuant to the relevant
requirements of the Company Law and the Articles of Association,
under circumstances that the amount of the unrecovered losses of
the Company exceeds one-third of the total paid-up share capital,
it shall be subject to consideration at the general meeting of the
Shareholders.
According to the audit report issued
by Deloitte Touche Tohmatsu Certified Public Accountants LLP, the
net profit attributable to parent company in 2023 was a loss of
RMB1.046 billion. The accumulated unrecovered losses of the Company
was RMB30.495 billion. As of the end of 2023, the paid-up share
capital of the Company was RMB16.201 billion. The amount of the
unrecovered losses of the Company exceeded one-third of the total
paid-up share capital.
(VI) Resolution on the re-appointment of international auditor,
domestic auditor and internal control auditor for the year
2024
The Board proposed the
re-appointment of Deloitte Touche Tohmatsu as the Company's
international auditor for the year 2024 and Deloitte Touche
Tohmatsu Certified Public Accountants LLP as the Company's domestic
auditor and internal control auditor for the year 2024, and
submitted to the general meeting of Shareholders the aforementioned
re-appointment proposal for approval and to authorise the Audit and
Risk Management Committee (the Supervision Committee) of the Board
to determine their remunerations for the year 2024.
(VII) Resolution on the
grant of general mandate to the Board to issue debt financing
instruments
Given the general mandate to issue
debt financing instruments granted by Shareholders at the last
annual general meeting of the Company will lapse at the conclusion
of the AGM, a special resolution will be proposed at the AGM to
grant a general mandate to the Board to issue the debt financing
instruments (the "Debt Financing
Instrument Issue Mandate").
In order to meet the Company's
production and operation needs, and to supplement liquidity,
according to the 2024 financing plan of the Company, the Company
shall issue the Debt Financing Instruments (as defined below) at
appropriate time. To grasp the favourable opportunity in the
market, improve flexibility and efficiency of financing, the
application is now been submitted by the Board at the general
meeting of Shareholders of the Company to obtain general and
unconditional mandate from the general meeting, under which the
Board shall determine to issue debt financing instruments in one or
multiple tranches within the cap amount of bond issuance under the
requirements of applicable laws (the "Issuance"). If the Board has resolved
to issue debt financing instruments according to the authorisation
obtained at the general meeting(s), the authorisation in relation
to the issuance of such debt financing instruments shall continue
to be valid and extended to the term of authorisation of the
Issuance accordingly. Particulars regarding the Issuance are as
follows:
1. Plan of the
issuance
The relevant debt financing
instruments include, but not limited to, ultra-short-term
commercial papers, short- term commercial papers, mid-term notes,
corporate bonds, domestic targeted debt financing instruments,
overseas debt financing instruments and overseas bonds/ notes
denominated in RMB or foreign currencies ("Debt Financing
Instruments").
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2.
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Major
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Terms of the issuance
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(1)
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Issuer:
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the Company and/or its controlled or
wholly- owned subsidiary, and the specific issuer shall be
determined by the Board according to the needs of
issuance.
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(2)
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Placing arrangement:
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no preferential placement to the
shareholders of the Company.
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(3)
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Issue size:
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subject to that the balance of the
outstanding debt financing instruments of the Issuance shall be
within the permissible size prescribed by the relevant laws and
regulations and specified by regulatory authorities, and the
specific issue size shall be determined by the Board according to the capital requirement and the
market conditions.
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(4)
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Term and type:
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not more than 15 years for one
single-term instrument or a portfolio of instruments with
various terms, and
the specific term composition and the issue size of instruments with
various terms shall be determined by the Board according to the
relevant regulations and market conditions.
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(5)
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Use of proceeds:
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the proceeds to be raised from the
Issuance are intended to be applied towards uses such as
meeting the demand
of the Company's production and operations,
adjusting its debt structure, replenishing its working capital and/
or funding its project investments, and the specific use of
proceeds shall be determined by
the Board according to the capital
requirement.
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(6)
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Term of validity of the
authorization:
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from the date of the passing of the
resolution at the general meeting of the Company to the date of the
annual general meeting of the Company for the year 2024.
If the Board (including its
authorized person) has resolved to issue within the valid term of
the mandate, it shall be deemed as an extension to the term of the
mandate granted to the Board (including its authorized person) in
respect of such issue on the general meeting, provided that there
is no conflict between the mandate renewed by the Board (including
its authorized person) on the general meeting after the expiry of
the mandate and the mandate granted to the Board (including its
authorized person) in respect of such issue.
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3.
Authorization to the Board
The Board proposed to the
shareholders of the Company at the AGM to authorize the Board,
generally and unconditionally, to deal with the following in
accordance with the specific needs of the Company and other market
conditions:
(1)
to determine the issuer, issue size, type,
specific instruments, detailed terms, conditions and other matters
relating to the Issuance (including, but not limited to, the
specific issue size, actual principal amount, currency, issue
price, interest rate or mechanism for determining the interest
rate, issue place, issue timing, term, whether or not to issue in
multiple tranches and number of tranches, whether or not to set
put-back or redemption terms, credit rating, guarantee, repayment
term, detailed fund-raising arrangements within the scope of use
approved by the Shareholders' meeting, detailed placing
arrangements, underwriting arrangements and all other matters
relating to the Issuance).
(2)
to carry out all necessary and ancillary actions
and procedures relating to the Issuance (including, but not limited
to, engaging underwriters, lawyers, auditors, rating agencies,
financial advisers and other intermediary institutions, handling
all approval, registration and filing procedures with the relevant
regulatory authorities in connection with the Issuance on behalf of
the Company, executing all necessary legal documents in connection
with the Issuance, selecting bonds trustee manager for the
Issuance, formulating rules for the bondholders' meeting and
handling any other matters relating to the issuance and
trading).
(3)
to approve and confirm any action or procedure
relating to the Issuance as mentioned above already taken by the
Company.
(4)
to make adjustments to the relevant matters such
as the specific proposals for the Issuance in accordance with the
comments from the regulatory authorities or the prevailing market
conditions within the authority granted at the general meeting of
the Company, except where a new vote at a general meeting of the
Company is required by relevant laws and regulations and the
Articles of Association.
(5)
to determine and handle relevant matters relating
to the listing of the issued Debt Financing Instruments upon the
completion of the issuance.
(6)
in the case of issuance of corporate debt
financing instruments, during the term of the corporate debt
financing instruments, to determine not to distribute profits to
the shareholders to safeguard repayment of debts as required under
the relevant laws and regulations in the event that the Company
expects to, or does fail to pay the principal and interests as they
fall due.
(7)
to approve, execute and dispatch any announcements
or circulars relating to the Issuance and make any related
disclosure in accordance with the listing rules of the relevant
jurisdictions where the shares of the Company are
listed.
The Board also proposed to the
shareholders at the AGM to authorize the Board to further delegate
the authorizations set forth in paragraph (1) to (6) above to the
president and/ or the general accountant of the Company and to
authorize the Board to further delegate the authorization set forth
in paragraph (7) above to the secretary of the Board while
obtaining the authorization at the AGM.
III.
AGM
The Company will convene the AGM at
The Conference Room C713, No. 30, Tianzhu Road, Airport Industrial
Zone, Shunyi District, Beijing, the PRC at 11:00 a.m. on Thursday,
30 May 2024 to consider and, if thought fit, approve, among other
things, the aforesaid matters. Votes on the resolutions to be
considered at the AGM shall be taken by way of poll. A form of
proxy is also enclosed herein, and published on the websites of the
Hong Kong Stock Exchange (www.hkexnews.hk) and the Company
(www.airchina.com.cn). The notice of AGM is reproduced in this
circular.
To the best knowledge, information
and belief of the Directors, having made all reasonable enquiries,
no Shareholder has a material interest in the resolutions set out
in the notice of the AGM or should be required to abstain from
voting on the relevant resolutions at the AGM.
The register of members of H shares
will be closed from Thursday, 23 May 2024 to Thursday, 30 May 2024
(both days inclusive), during which no transfer of H shares will be
effected in order to determine the list of holders of H shares of
the Company who will be entitled to attend and vote at the AGM. H
Shareholders of the Company whose names appear on the H share
register of members of the Company at the close of business on
Wednesday, 22 May 2024 are entitled to attend the AGM after
completing the registration procedures. In order to qualify for
attendance at the AGM, all the transfer documents must be lodged
with the Company's H Share registrar, Computershare Hong Kong
Investor Services Limited, by 4:30 p.m. on Wednesday, 22 May
2024.
Whether or not you intend to attend
the AGM, you are requested to complete and return the form of proxy
in accordance with the instruction printed thereon as soon as
practicable but in any event not less than 24 hours before the time
appointed for convening the AGM or any adjournment thereof.
Completion and return of the form of proxy will not preclude you
from attending and voting in person at the AGM or at any adjourned
meeting thereof should you so wish.
IV. RECOMMENDATION
The Board considers that the matters
to be proposed to the Shareholders for voting at the AGM are in the
interests of the Company and its shareholders as a whole.
Accordingly, the Board recommends the Shareholders to vote in
favour of all the resolutions at the AGM.
V. ADDITIONAL INFORMATION
Your attention is also drawn to the
additional information set out in Appendices to this circular.
By order
of the Board
Air China
Limited
Ma
Chongxian
Chairman
Beijing, the PRC
AIR CHINA LIMITED
2023 WORK REPORT OF THE BOARD
OF DIRECTORS
The year 2023 is the first year of
the general implementation of the philosophy of the 20th National
Congress of the Communist Party, which is also a year of economic
recovery and development after transition from the three-year
prevention and control of the COVID-19 pandemic, when the
development of the Company has been faced with an intricate
situation. The Board of Air China adhered to the guidance of Xi
Jinping's Thought on Socialism with Chinese Characteristics for a
New Era, fully implemented the philosophy of the 20th National
Congress of the Communist Party and the decisions and deployments
of the CPC Central Committee and the State Council, fulfilled the
requirements of the SASAC, and adhered to the "Two-consistency"
principle. The Board continued to enhance the standardization and
effectiveness of its operation, ensuring overall safe production
steadily, effective maximization of operating performance and
steadily enhanced the level and capability of corporate governance,
which provided a strong support for the strategy of building a
world-class aviation transportation group and promoting the
high-quality development of the Company.
I.
STRENGTHENED THE PARTY'S LEADERSHIP WHILE
IMPROVING CORPORATE GOVERNANCE
(I) Strengthened the
Party's leadership. The Board has been fully engaged in two major
political tasks, namely, education on the theme of learning and
implementing Xi Jinping's Thought on Socialism with Chinese
Characteristics for a New Era and cooperating with the Central
Government in inspections. The Board earnestly implemented the
Opinions on Strengthening the
Leadership of the Party in Perfecting Corporate Governance of
Central Enterprises 《( 關於 中央企業在完善公司治理中加強黨的領導的意見》)
and the spirit of the Rules for the Work of the Board of
Directors of Central Enterprises 《( 中央企業董事會工作規則》), and promoted the implementation of the Work Plan for Enhancing the Quality
of Listed Companies Held by Central
Enterprises《( 提高央企控股上市公司品質工作方案》). Furthermore,
rectification measures in response to central inspections,
various audits and opinions on approval of final budgets were
tracked and carried out. Having consolidated the awareness of
"safety responsibility is a kind of political responsibility", the
Board conscientiously implemented its working mechanism regarding
safety operation as the "First Proposal" so as to promote
performance of its own responsibility in safety
management.
(II)
Giving play to the leadership role of the Party Committee. In 2023,
based on the principle of "dynamic revision and continuous
improvement", the Board sorted out and improved the decision-making
matters, procedures and authorities set out in the Checklist of
Rights and Responsibilities for Material
Matters 《( 重大事項權責清單》), thereby enhancing the scientificity and
effectiveness of the checklist of rights and responsibilities to
better cater to the management and development needs of the
Company. The Board gave full play to the leadership role of the
Party (Group) Committee in "setting the right direction, keeping in
mind the big picture and promoting implementation", while strictly
ensuring that preliminary research and discussion were carried out
by the Party (Group) Committee for material operation and
management matters.
In 2023, the Board deliberated 59
proposals, of which the Party Committee made decisions on 4
proposals, involving the appointment of directors and members of
senior management, and conducted preliminary research and
discussion for 36 proposals. The preliminary research and
discussion involved major proposals relating to introduction of
aircraft and non-public issuance of shares. The opinions put
forward by the Party Committee after preliminary research were
reflected in the Board's proposals, ensuring that the decisions
made by the Board were fully in line with the intention of the
Party organization. The Board also improved the checklists of
rights and responsibilities for material matters of subsidiaries,
with a view to giving full play to the leadership role of the Party
in the governance of subsidiaries.
(III)
Integrated Party building into corporate governance. The work of
all the governance entities, namely the Party Committee, the Board
and the management is effectively coordinated and operated in a
standardized manner. The integration of Party leadership into all
aspects of corporate governance has been institutionalized,
standardized and programmed, ensuring the organic integration of
Party leadership with the main responsibility of establishing the
board of directors. The Board has promoted the standardized
establishment of the Board, established boards of directors of
subsidiaries as far as possible, and realized the integration of
Party building into corporate governance at all levels.
II.
STRENGTHENED THE DEVELOPMENT OF GOVERNANCE SYSTEMS
AND ENHANCED THE GOVERNANCE STANDARD
(I)
Continued to enhance the corporate governance systems
1. Amendments
to the Articles of Association and governance
systems. Firstly, the Articles of
Association and supporting systems were systematically revised. In
accordance with the latest requirements of the State-owned assets
regulation as well as domestic and foreign securities regulation,
the Articles of Associations, Rules of Procedure of General
Meetings of Shareholders and Rules of Procedure of Meetings of
Board of Directors were revised and improved to enhance the
compatibility of the corporate governance system and rules with
laws and regulations and to mitigate the compliance risk. Secondly,
the independent director system was improved in a timely manner. In
accordance with the Opinions on the Reform of the System of
Independent Directors of Listed
Companies 《(
關於上市公司獨立董事制度改革的意見》)
issued by
the State Council and the Measures for the
Administration of Independent Directors of Listed Companies
《( 上市公司獨立董事管理辦法》) issued by the CSRC, the Working Rules of Independent
Directors 《(
獨立董事工作細則》)
have been revised and improved to provide
institutional guarantee for the standardized performance of duties
by independent directors. Thirdly, the working rules of the special
committees of the Board were formulated and optimized. In
accordance with the arrangement for the separation of the
Nomination Committee and the Remuneration and Appraisal Committee,
two working rules
including the Working Rules of the Nomination Committee
《( 提名委員會工作細則》) were formulated; three working rules including the Working Rules of
the Audit and Risk
Control Committee (Supervision Committee) 《( 審計和風險管理委員會（監督委員會）工作細則》) were amended and the membership of the joint working group of special
committees was optimized.
2.
Consolidated the development of systems for the board of directors
of subsidiaries. Pursuing scientific
governance and system first, the company put system development in
a prominent and important position in strengthening the
establishment of the board of directors of its subsidiaries, and
formulated the Measures for Evaluation of the Board
of Directors of Invested
Enterprises 《( 投資企業董事會評價辦法》) and the Measures for the Management on
Participation by Shareholding 《( 參股管理辦法》) on
the basis of promoting the establishment of a sound system of corporate
governance of subsidiaries within the scope of establishment as
appropriate, to safeguard the quality and efficiency of operation
of the board of directors at source of the system and mechanism, to
maintain the security of State-owned assets and to protect the
legitimate rights and interests of the Company.
3. Enhanced
the mechanism to implement regulatory policies.
Given that the Company was subject to both
State-owned assets regulation as well as domestic and foreign
securities regulation, the Board kept abreast of the latest
policies, systems and rules in relation to State-owned assets
regulation as well as domestic and foreign securities regulation.
It also improved the preparation of the Monthly Report on
State-owned Assets Regulation 《( 國資監管信息月報》) and the
Monthly Report on
Securities Regulation 《( 證券監管信息月報》), with a view to
gaining understanding on the spirit of the regulations and
supporting its implementation of regulatory requirements.
(II)
Strengthened the Standardized Development of the Board
1.
Standardized Operation
(1)
Regularized the management of meetings. The Board
scientifically formulated its annual plan, implemented the opinions
on evaluation of the Board for the year 2022, and strengthened the
management of meeting planning, particularly the regulation of ad
hoc meetings, so as to ensure that the directors have a full
understanding of the proposals and make decisions in a scientific
manner. The Board strictly implemented the mechanism for soliciting
proposals for Board meetings to allow sufficient time for directors
to participate in decision-making.
(2)
Strengthened the supervision of Board resolutions
and authorized matters. The Statistical Table on
the Implementation of Board Resolutions 《( 董事會決議執行 情況統計表》) and the Feedback Survey on
the Implementation of Board Authorized
Matters 《(
董事會授權事項執行回饋單》)
were issued twice a year:
regularly in the middle of the year
and at end of year, to supervise the proposing departments to
master the implementation progress of the Board resolutions and
authorized matters. In 2023, the Board considered and approved 59
resolutions, and most of them have been completed on schedule
except for the items such as introduction and exit of aircrafts and
non-public issuance of shares which were delayed due to the project
execution schedule. Among the 4 authorizations granted by the Board
to the management, the management exercised the authority granted
for " over-budget project application, fund deployment and
utilization" twice.
(3)
Implemented a mechanism for reporting major issues
to SASAC. In response to the unsafety incident of the Company's
Flight CA403, which was a matter of public concern, the Company
promptly understood the situation and reported it to the SASAC.
Based on the research conducted by external directors, the Board
submitted two research reports to the SASAC.
2.
Strengthened the guarantee of duty performance
(1)
Enhanced the support for duty performance of
external directors. Firstly, in terms of guarantee for information,
the Board optimized electronic equipment to facilitate the viewing
of office information system files. The Board enhanced the
implementation of the mechanism for external directors to inquire
about the Company's situation and the mechanism for reporting
significant events. Secondly, in terms of guarantee for business,
the Board supported special committees in carrying out its work by
enhancing the mechanism and staffing of the joint working group,
and provided support for the scientific decision-making by external
directors. The Board determined the focus of research and made
research plans based on the recommendations of external directors
to ensure project execution. In addition, external directors
received training on regulation of State-owned assets and
securities as scheduled. Thirdly, in terms of guarantee for
capability, the Board continued to enhance the development of its
own capabilities, optimize the working mechanism and procedures,
and improve the business skills of employees, thereby providing
high-quality services to external directors for duty
performance.
(2)
Implemented a thorough communication mechanism for
major decisions. The Board strengthened the communication between
the Chairman and external directors, internal directors and
external directors as well as directors and the management. For
major decisions, the Chairman carried out "one-on-one"
communication with external directors as soon as possible to
exchange views and build a consensus, with a view to enhancing the
efficiency of decision-making. Regarding various key tasks of the
Company such as safe operation, pandemic prevention and control and
maximization of operating performance, the Chairman and external
directors carried out thorough discussions, which enabled external
directors to gain in-depth understanding of various aspects of the
Company, including production, operation and pandemic prevention
and control. The Board stringently implemented the mechanism of
reporting and proposal by the management to the Board to ensure the
organic connection among governance bodies.
(3)
Implemented the work plan for research of external
directors. Based on the duty performance requirements of external
directors, the Board carried out three researches on the regional
business department in Japan and branches in Southwest China and
Guizhou as planned. The convener of external directors conducted
special research on the Party building. External directors gained
in- depth understanding of the progress and difficulties in respect
of the Company's strategic development, digital transformation
and market recovery, and provided opinions and recommendations on
digital transformation and strategic cooperation.
3. Promoted
the establishment of the board of directors of subsidiaries
In
accordance with the Guiding Opinions on Strengthening the
Establishment of the
Board
of Directors of Subsidiaries of Central Enterprises
《( 關於中央企業深化子企業董事會
建設的指導意見》) published by the SASAC, 32
subsidiaries have completely fulfilled the
responsibility of establishing the board of directors with
external directors as the majority while 14 subsidiaries
comprehensively performed the major functions and powers of the
board of directors. The Board promoted the team building of
dedicated external directors, selected and assigned dedicated
external directors and supervisors to 6 subsidiaries and 2
associates, strengthened the training and service assurance for the
performance of duties, and continued to improve the competence and
level of performance of duties.
The dedicated external directors of
subsidiaries carefully studied the Board's proposals,
independently, objectively and fully expressed their opinions and
recommendations on the major matters of the enterprises in which
the directors are employed, and made scientific decisions on the
Board's proposals. They actively carried out in-depth investigation
into the enterprises, provided advice on the operation and
management of such enterprises, made suggestions on resolving the
existing problems, and submitted 9 investigation reports. They
timely provided feedback to the Group regarding the problems and
risks of the enterprises with a view to safeguarding the interests
of the invested enterprises and the legitimate rights and interests
of the shareholders. Meanwhile, they communicated with the members
of the Board and the management and provided relevant guidance to
the management in a bid to further enhance the level of corporate
governance and management. By participating in the special training
organized by the Group, the professional qualities and
decision-making and judgment abilities of the directors were
improved continually, which promoted the lawful and compliant
operation of the board of directors of such enterprises.
III.
IMPLEMENTED THE MAIN RESPONSIBILITY OF THE BOARD
AND GAVE FULL PLAY TO ITS FUNCTIONS
(I)
Strengthened the strategic leadership
1. Solidly
advanced the implementation of strategies.
Focusing on the establishment of a world-class
aviation and transportation group, the Board analyzed the current
situation with the management and identified deficiencies by
benchmarking against the important requirements of enhancing core
functions and core competitiveness during strategic decoding
meetings, with an aim to further build consensus and strengthen the
strategic leadership, at the same time carrying out discussions and
providing advice and suggestions on safe operation, quality and
efficiency enhancement, organizational effectiveness improvement,
in-depth collaboration and digital transformation. The Board
actively promoted the implementation of the special action
deployment of value creation carried out by the SASAC while pushed
forward the implementation of the Group's "14th Five-Year"
Development Plan. Adhering to the concept of "turning the blueprint
for development into reality", the Board coordinated the study and
assessment of annual key tasks and promoted the implementation of
strategic plans in a systematic and high- quality
manner.
2. Promoted
the innovative development. The
Board attached great importance to the innovative development and
actively pushed forward the innovative technological management.
Centering on dual-carbon goals, the Board promoted green
development by adhering to the dual-carbon strategy and implemented
the Action Plan for Peak Carbon
Emissions 《(
碳達峰行動方案》)
of the Company to shape the image as a
green aviation
central enterprise. By devoting significant efforts in completing
the top-level design for digital development, the Board specified
the action plan and implementation approach to solidly advance the
digital transformation and upgrade.
3. Optimized
the strategic post-evaluation system. With a focus on the primary task of high-quality development,
the Board promoted the mid-term evaluation and adjustment of the
"14th Five-Year" Plan by studying the new requirements and
conducting research on the new situation, and systematically
evaluated the progress of the Company and its special plans. Based
on the national and industrial development strategies, the Board
dynamically optimized the mid-to-long term planning system to
ensure that the planned objectives and paths of the Company will be
consistent with the requirements of the superior authorities. The
monitoring and evaluation on the implementation of strategies have
been strengthened at all levels to ensure that the major operation
decisions of the Company will be aligned with the Company's
strategic plans and focused on its main responsibilities and core
businesses, thereby avoiding strategic risks and timely rectifying
any deviations arising in the course of implementation. In 2023,
the Board carried out eight supervisions on the strategic
evaluation of relevant departments.
(II) Improved
the scientific decision-making level
1.
Decision-making in strict compliance with laws.
The Board exercised its powers and performed its
duties in strict accordance with the requirements of laws and
regulations, the Articles of Association and the Rules and
Procedures of Board Meeting. During the year, the Board held 11
meetings, during which 59 resolutions were considered and approved,
including aircraft introduction, issuance of shares, related
transactions, total salaries and payment plans, annual appraisal
results of the management and remuneration redemption plans; and
received 13 special reports regarding issues such as the
implementation of rectification for problems identified during the
approval of financial accounts by the SASAC and audit
rectification. For matters to be decided by the Board, the Board
exercised proper control over the entities, procedures and
components of decision-making to ensure lawful and compliant
decision-making process. Through early intervention, sufficient
communication and scientific research and judgement of the
directors, the decision-making efficiency of Board resolutions has
been enhanced.
2. Giving play
to the role of external directors. Leveraging the advantages stemming from their expertise and
experience, the external directors have conducted in-depth study on
the legality and compliance of the resolutions, the consistency
with the requirements of the investors, the compatibility with the
Company's strategies and the balance between risks and revenues
with a focus on the risks relating to decision- making. It has also
thoroughly discussed and studied the matters with the management
and provided professional advice and recommendations. In response
to the complicated situation faced by the Company after the
pandemic, the external directors formulated plans and making
suggestions to help the Company out from the predicament, and
compiled special reports on the operating conditions of the Company
and the industry development to give advice and suggestions to the
SASAC and superior authorities. Having paid due respect to the
advice of the independent directors, the Board has also established
a supervision mechanism for the implementation of their advice. The
Chairman and Vice Chairman attached great importance to the
investigation reports prepared by the external directors, and
requested the management to break down the tasks and implement them
properly.
3. Giving play
to the supporting role of the special committees for
decision-making. During the year,
the special committees of the Board held 21 meetings, during which
57 resolutions were considered to provide pre-decision opinions for
issues discussed by the Board. Various proposals for promoting the
implementation of strategies, ensuring safe production and
operation, preventing major risks and strengthening supervision and
rectification were submitted with an aim to support scientific
decision-making of the Board. In order to better meet the
regulatory requirements and give full play to the role of
professional support, the Nomination and Remuneration Committee was
restructured into the Nomination Committee and the Remuneration and
Appraisal Committee. The special committees gave full play to the
mechanism of joint working group comprised of various business
departments, which has optimized the staffing of the working group.
The directors of the committees reported to the Board the vetting
results, advice and recommendations of the committees as references
for the decision-making of the Board.
(III)
Strengthened the building of risk resistance capability
1. Improved
the risk prevention and control mechanism.
The Board has established a responsibility system
for risk prevention and control covering from the Board to the
frontline staff, which embedded risk prevention and control into
the specific processes of operation to realize organic unification.
The Board continued to deepen the integrated collaboration
mechanism of "emphasizing the rule of law, strengthening internal
control, preventing risks and promoting compliance", accelerated
the implementation of the full- process, full-chain and
full-coverage risk prevention and control, and comprehensively
reinforced the risk management and control in safe operation as
well as the prevention of operational risks. The Board identified
the sources of risks through research and assessment on risks with
the management, which effectively improved the assessment on
significant operational risks in a forward-looking and scientific
manner. The Board also implemented the responsibility mechanism for
risk prevention and control to further strengthen the management
and control responsibility.
2. Enhanced
supervision efforts of the Board. Firstly, the Board strengthened the supervision over the
implementation of major rectification measures. The Board focused
on strengthening the supervision over the implementation of
rectification of issues identified during inspection and audit,
opinions on approval of financial accounts and opinions on
evaluation of the Board. The Chairman strengthened the monitoring
and control on the rectification process by making arrangements in
person and formulating task lists to ensure practical and effective
rectification. Based on the special reports from the management,
external directors gained understanding of the rectification
progress and raised opinions and recommendations to ensure
effective implementation of rectification. Secondly, giving full
play to the professional advantages of external directors and
leveraging the strengths of external auditors, the Audit and Risk
Control Committee (Supervision Committee) played the supervisory
role of the Board by managing and guiding the daily supervision of
the internal auditors and the relevant business supervision
departments. The audit department reported to the Audit and Risk
Control Committee regularly on the internal audit work, the
implementation of rectification of significant audit issues and the
accountability for non-compliant investment and
operation.
3. Adopted the
"comprehensive supervision" system with joint
efforts. The Board enhanced the
coordination of works between the Audit and Risk Control Committee
(the Supervision Committee), the external directors and the
Supervisory Committee, which promoted the synergy of work among
various supervisory departments including discipline inspection,
internal audit, legal compliance, etc. With such efforts, the Board
established a "comprehensive supervision" system covering
pre-warning, in-process control and post-tracking accountability to
support the Board to effectively prevent risk.
In 2023, the Board gave full play to
the functions of "developing strategies, making decisions and
preventing risks", timely amended the Articles of Association and a
series of governance system, and improved the multi-dimensional
communication and reporting mechanism. Positive progress has been
achieved in aspects such as regulating the development of the Board
and that of the board of directors of subsidiaries, and enhancing
the ability in guaranteeing duty performance of the external
directors. As a result, the quality of the development and
operation of the Board was improved steadily, and the foundation of
corporate governance work was further solidified. The Group was
awarded the "Best Practice of the Board of Directors" and the "Best
ESG Practice" by the China Association for Public Companies as an
exemplary case. Pursuant to the regulatory requirements on
state-owned assets and securities, the Board carried out work in
relation to information disclosure and investors' relation in a
practical manner. Its information disclosure received Grade A
rating from the Shanghai Stock Exchange for ten years in a row.
Based on the requirements on regulated governance of the Board and
external directors, and with the efforts and diligence of all staff
under the leadership of the management, a decrease of over RMB40
billion in loss was achieved during the year, which reversed and
optimized the image of listed companies controlled by the central
enterprise and the aviation transportation industry.
IV. WORK ALLOCATION FOR THE YEAR 2024
In 2024, under the guidance by Xi
Jinping's Thought on Socialism with Chinese Characteristics for a
New Era with comprehensive implementation of the spirit of the 20th
National Congress of the Communist Party of China and the Central
Economic Work Conference, the Board will further implement the
philosophy of the important expositions, instructions and
directives in relation to civil aviation, reform and development of
state-owned enterprises and the Party building issued by General
Secretary Xi Jinping, adhere to the general principle of seeking
progress while ensuring stability, fully, precisely and
comprehensively implement the new development philosophy, and
contribute to accelerating the establishment of the new development
paradigm. The Board will coordinate high-quality development and
top-level safety and focus on rectification of issues identified
during inspection. The Board will effectively coordinate the
State-owned assets regulation and securities regulation, aiming to
form an excellent Board. As such, the Board will continue to
improve the quality of its operations by giving full play to its
roles and responsibilities of "strategy formulation, decision
making and risk prevention" and focusing on its decision-making and
supervisory roles. The major work arrangements are as
follows:
(I)
Implement the working mechanism of the "First Proposal"
properly
The Board always follows the guiding
principles of General Secretary Xi Jinping's important remarks on
work safety and civil aviation safety, resolutely implements the
overall national security concept, firmly establishes the concept
of safety development, regards safety as its primary political
responsibility and top priority and adopts intense and solid
measures in this regard. Adhering to the working mechanism that
regards safety operation as the "First Proposal", the Board will
strengthen the research and assessment on safety, devote greater
efforts in the supervision of safe operation, and consolidate the
responsibility of work safety, ensuring the continuous safe
operation and effective performance of risk prevention
function.
(II) Enhance the
standard of the Board's standardized operation continuously
Firstly, based on the revised
Company Law and the new requirements relating to the establishment
of the board of directors under the state-owned assets and
securities regulation, the Board will dynamically revise and
improve the systems and rules of the Board, ensuring the
effectiveness and applicability of such systems and rules to
support the standardized operation of the Board. Secondly, in
respect of the Board's efficient operation, the Board will focus on
enhancing the quality management of the Board's proposals,
strengthening the support of the special committees to the Board
for decision-making, and improving the feedback mechanism for the
implementation of opinions from external directors. Thirdly, the
Board will strengthen the service assurance for the performance of
duties by directors through important meetings of external
directors, support and services of learning and training for
directors, supervisors and senior management, at the same time
preparing the annual survey for external directors to ensure proper
investigation and research are carried out.
(III)
Enhance the team building of dedicated external directors
Firstly, the Board makes
recommendation on the assignment of dedicated external directors.
Secondly, the Board organizes both internal and external training
for dedicated external directors in accordance with the
requirements of the SASAC. Thirdly, the Board implements the
working mechanism for reporting the performance of dedicated
external directors and conducts duty performance appraisal.
Fourthly, the Board establishes a smooth communication channel for
information exchange with the enterprises in which the directors
are employed and informs dedicated directors of relevant
information in advance for decision-making so as to improve the
scientific decision-making level and strengthen risk prevention
capability.
(IV)
Promote the ESG-related work in a practical manner
Firstly, the Board implements the
ESG responsibilities of the Board and the Strategy and Investment
Committee, and fulfills the supervision responsibility for ESG.
Secondly, the Board enhances its work initiative, strengthens the
communication with regulatory authorities and rating agencies, and
keeps abreast of industry policies and the trends of changes in
ESG. Thirdly, the Board strengthens the work coordination, and
coordinates and promotes the implementation of requirements under
the new regulations promulgated by the SASAC and the Stock
Exchange. Fourthly, the Board learns from the experience regarding
the ESG-related work of outstanding peers in the industry worldwide
to improve the Company's social responsibility (ESG)
report.
AIR CHINA LIMITED
2023 WORK REPORT OF THE
SUPERVISORY COMMITTEE
In 2023, Air China adhered to the
guidance of Xi Jinping's Thought on Socialism with Chinese
Characteristics for a New Era, fully implemented the philosophy of
the 20th National Congress of the Communist Party, absolutely
focused on the top mission of high-quality development, ensuring
safe production steadily, effective maximization of operating
performance, steady increase in quality of services, and solid
progress in further reforms. Staying committed to contributing to
the "national priorities" with great efforts, it achieved positive
progress in its overall work, laying a solid foundation for the
development into a world-class enterprise. The Supervisory
Committee of the Company has consistently fulfilled the work
requirements of state-owned assets regulation and securities
regulation. Based on its functions and positioning, it faithfully
and diligently performed its duties, supervised and inspected the
performance of duties by directors and senior management, the
Company's finance, the establishment of internal control system,
the decision-making procedures of the Board and the Company's
operation and management activities in strict accordance with the
laws and regulations, such as the Company Law and the Securities
Law, and relevant requirements, such as the Articles of Association
and the Rules and Procedures of the Supervisory Committee. The
Supervisory Committee played its supervisory role and safeguarded
the interests of the Company and its shareholders and the
legitimate rights and interests of employees. The work of the
Supervisory Committee is hereby reported as follows:
I.
PERFORM THE SUPERVISORY AND INSPECTION DUTIES OF
THE SUPERVISORY COMMITTEE
(1) Perform its duties according to law and play the supervisory
role. Firstly, the Supervisory Committee attended 4 general
meetings of shareholders, 7 on-site meetings of the Board and
important special sessions of the Company throughout the year to
fully understand the Company's production and operation and
material operation and management matters, and focus on the
supervision of meeting convening procedures and decision-making
procedures. Secondly, the Supervisory Committee attended the
Company's annual work meeting, interim work meeting and employee
representative meeting. The Supervisory Committee carefully
reviewed the work report of the management and the duty performance
reports of directors and senior management of the Company, and
timely monitored the duty performance of directors and senior
management. Based on the audit inspection and the assessment
results of SASAC, the Supervisory Committee followed up on the
implementation of SASAC's assessment and rectification of the
Board.
(2) Effectively strengthen financial supervision. In view of the
basic supervisory responsibilities, the Supervisory Committee
regularly listened to the special reports of the Financial
Department and the annual audit accountant, reviewed the Company's
annual, interim and quarterly financial reports, and supervised the
Company's financial operation and report preparation, audit and
disclosure procedures, to ensure that the financial report
information disclosed by the Company was true, accurate and
complete.
(3) Promote the development of the internal control system. The
Supervisory Committee implemented the Company's requirements for
legal compliance, quality improvement and efficiency increase, and
further strengthened the development of the Company's
internal control system and the implementation of internal
control assessment and rectification. While carefully reviewing the
internal control implementation plan and assessment report, the
Supervisory Committee also listened to the special reports of the
Company's functional departments, supervised the internal control
assessment and rectification, carefully inspected the rectification
results and improved the internal control and management
level.
(4) Strengthen supervision coordination. The Supervisory Committee
put emphasis on strengthening communication with the Audit and Risk
Control Committee (Supervision Committee) and independent
directors, constantly innovated the supervision mechanism and
methods, and realized supervision coordination and sharing of
resources. Adhering to the direction of preventing and eliminating
major risks, the Supervisory Committee worked together with the
Company's internal audit, compliance, discipline inspection and
other supervisory departments to promote the risk control and
supervision system of pre-warning, in- process control and
post-tracking accountability.
II.
FOCUS ON LEGAL COMPLIANCE AND IMPROVE THE QUALITY
OF DECISION- MAKING AND SUPERVISION
(1) Perform the duties of supervisors. The Supervisory Committee
faithfully and diligently performed its duties within the scope of
its role functions and positioning. Adhering to the principles of
collective review and consideration, independent voting and
individual accountability, it organized and held 7 meetings of the
Supervisory Committee during the year, and made decisions on and
supervised 34 major issues such as the annual financial plan,
investment plan, financial report, profit distribution proposal,
issuance of A shares to specific investor, management and use of
proceeds from fund raising, internal control assessment report and
internal control audit report, related transactions between Air
China and CNAF, between Air China and CNAHC Group, as well as the
annual transaction caps, in accordance with its functions and
powers.
(2) Support the management to exercise their powers and perform
their duties. The Supervisory Committee always expressed its
opinions from the perspective of safeguarding the interests of the
Company and its shareholders and the legitimate rights and
interests of employees. It supported the management to promote
intensive management and control, synergistic development and
refined management initiatives, facilitating the management to
perform their duties in operation, implementation and strong
management, promoting the deepening of the Company's reform and
upgrading actions and the implementation of the Company's major
projects, and assisting the Company in developing into a
world-class enterprise.
(3) Promote and improve the corporate governance system. Focusing
on speeding up the improvement of the modern corporate system with
Chinese characteristics, the Supervisory Committee took the
initiative to strengthen coordination and communication with the
Party Committee, the Board and various special committees,
independent directors and other corporate organization structures.
In addition, it cooperated with the Company in completing the
amendments to the Articles of Association, the Rules of Procedures
of General Meetings of Shareholders, the Rules of Procedures of
Board Meetings and other important systems in accordance with the
new regulatory requirements, and at the same time restructure
the Nomination and Remuneration Committee for the management
under the Board into the Nomination Committee and the Remuneration
and Appraisal Committee to further improve the system of corporate
governance and governance structure and enhance the efficiency of
governance and decision-making.
(4) Enhance the ability to perform duties. Members of the
Supervisory Committee actively participated in the special training
programs for directors and supervisors and the special training on
the management methods for independent directors of listed
companies organized by the China Association for Public Companies
and the Listed Companies Association of Beijing to keep abreast of
the latest securities regulatory policies and regulation, the
standardized operation of listed companies and the practice of the
Supervisory Committee, and strengthened the sense of responsibility
for performance of duties in legal compliance, thereby enhancing
the ability to perform duties and make decisions. During the year,
Lyu Yanfang, Guo Lina, Wang Mingzhu and Li Shuxing, the Supervisors
of the Company, have completed the training programs for
supervisors during their term of office as required by the CSRC
Beijing Bureau.
III. EXPRESS SPECIAL OPINIONS BASED ON THE INDEPENDENCE
PRINCIPLE
(1) Independent opinions on the lawful and compliant operation of
the Company. During the reporting period, the Supervisory Committee
attended important meetings of the Board and the Company, listened
to the special reports and fully exercised its power of inspection
and supervision. The Supervisory Committee held that the Company
operated in accordance with the Company Law and the Articles of
Association, and its decision-making procedures were legal and
effective. No directors or senior management of the Company have
been identified to violate laws and regulations or the Company's
Articles of Association or harm the interests of the Company or the
legitimate rights and interests of employees when performing their
duties.
(2) Independent opinions on the Company's financial status. During
the reporting period, the Supervisory Committee reviewed the
Company's annual report, interim report and Q1 and Q3 reports
(including financial statements). It considered that the financial
data contained in the above reports truly, accurately and
completely reflected the Company's financial status and operating
results, and concurred with the standard unqualified audit opinion
issued by Deloitte Touche Tohmatsu on the financial
statements.
(3) Independent opinions on the Company's related transactions.
During the reporting period, the Supervisory Committee respectively
reviewed the agreements on related transactions between Air China
and CNAF, between Air China and CNAHC Group, and the annual
transaction caps. It considered that the continuing related
transactions of the Company were normal business transactions, with
fair and reasonable pricing and transaction contents in line with
business practices and the arm's length principle, and were not
detrimental to the interests of the Company and minority
shareholders. Related directors and shareholders abstained from
voting during the review and consideration at the meetings of the
Board meetings and the general meetings of shareholders according
to the legal and compliant review and consideration procedure.
(4) Review and independent opinions on the self-assessment report
of internal control. During the reporting period, the Supervisory
Committee reviewed the Company's internal control assessment report
and internal control audit report, paid attention to and supervised
the development of the Company's internal control system and
internal control rectification. It considered that the Company's
internal control mechanism was continuously improved and its risk
control ability was continuously enhanced. The self-assessment
report on the Company's internal control issued by the Board
reflected the actual status of the Company's internal control in an
objective and true manner.
(5) Independent opinions on the deposit and actual use of the
proceeds. During the reporting period, the Supervisory Committee
reviewed the use of proceeds from the non-public offering for the
replacement of self-financing funds, the special report on the
deposit and actual use of proceeds from fund raising with A share
issue and the audit report issued by Deloitte Touche Tohmatsu. It
considered that the Company had utilized the proceeds in compliance
with the law, truly, accurately and completely disclosed the
relevant information on the deposit and use of the proceeds, and
there were no violations in the management and use of the
proceeds.
中國國際航空股份有限公司
AIR CHINA
LIMITED
(a joint stock limited
company incorporated in the People's Republic of China with limited
liability)
(Stock
Code: 00753)
NOTICE OF ANNUAL GENERAL
MEETING
NOTICE IS HEREBY GIVEN that an
annual general meeting (the "AGM") of Air China Limited (the
"Company") for the year
ended 31 December 2023 will be held at 11:00 a.m. on Thursday, 30
May 2024 at The Conference Room C713, No. 30, Tianzhu Road, Airport
Industrial Zone, Shunyi District, Beijing, the PRC 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 circular of the Company dated 26
April 2024.
ORDINARY RESOLUTIONS
1.
To consider and approve the 2023 work report of
the Board.
2.
To consider and approve the 2023 work report of
the Supervisory Committee.
3.
To consider and approve the audited consolidated
financial statements of the Company for the year 2023 prepared
under the PRC Accounting Standards and the International Financial
Reporting Standards.
4.
To consider and approve the profit distribution
proposal for the year 2023.
5.
To consider and approve the resolution on the
unrecovered losses of the Company exceeding one-third of the total
amount of its paid-up share capital.
6.
To consider and approve the re-appointment of
Deloitte Touche Tohmatsu as the Company's international auditor for
the year 2024 and Deloitte Touche Tohmatsu Certified Public
Accountants LLP as the Company's domestic auditor and internal
control auditor for the year 2024, and to authorize the Audit and
Risk Management Committee (the Supervision Committee) of the Board
to determine their remunerations for the year 2024.
SPECIAL RESOLUTION
7.
To consider and approve the issue of debt
financing instruments (including, but not limited to,
ultra-short-term commercial papers, short-term commercial papers,
mid-term notes, corporate bonds, domestic non-public targeted debt
financing instruments, overseas debt financing instruments and
overseas bonds/notes denominated in RMB or foreign currencies)
within the cap amount of bond issuance stipulated in the applicable
laws in one or multiple tranche(s) (the "Issuance"), and generally and
unconditionally authorise the Board to deal with the followings in
accordance with the specific needs of the Company and other market
conditions:
(i)
to determine the issuer, issue size, type,
specific instruments, detailed terms, conditions and other matters
relating to the Issuance (including, but not limited to, the
specific issue size, actual principal amount, currency, issue
price, interest rate or mechanism for determining the interest
rate, issue place, issue timing, term, whether or not to issue in
multiple tranches and number of tranches, whether or not to set
put-back or redemption terms, credit rating, guarantee, repayment
term, detailed fund-raising arrangements within the scope of use
approved by the shareholders' meeting, detailed placing
arrangements, underwriting arrangements and all other matters
relating to the issuance);
(ii)
to carry out all necessary and ancillary actions
and procedures relating to the Issuance (including, but not limited
to engaging underwriters, lawyers, auditors, rating agencies,
financial advisers and other intermediary institutions, handling
all approval, registration and filing procedures with the relevant
regulatory authorities in connection with the Issuance on behalf of
the Company, executing all necessary legal documents in connection
with the Issuance, selecting bonds trustee manager for the
Issuance, formulating rules for the bondholders' meeting and handle
any other matters relating to the issuance and trading);
(iii) to approve and confirm any action or procedure relating to the
Issuance as mentioned above already taken by the
Company;
(iv) to make adjustments to the relevant matters such as the
specific proposals for the Issuance in accordance with the comments
from the regulatory authorities or the prevailing market conditions
within the authority granted at the general meeting of the Company,
except where a new vote at a general meeting of the Company is
required by relevant laws and regulations and the Articles of
Association of Air China Limited;
(v)
to determine and handle relevant matters relating
to the listing of the issued debt financing instruments upon the
completion of the issuance;
(vi) in the case of issuance of corporate debt financing
instruments, during the term of the corporate debt financing
instruments, to determine not to distribute profits to the
shareholders to safeguard repayment of debts as required under the
relevant laws and regulations in the event that the Company expects
to, or does fail to pay the principal and interests as they fall
due;
(vii) to
approve, execute and dispatch any announcements or circulars
relating to the Issuance and make any related disclosure in
accordance with the listing rules of the relevant jurisdictions
where the shares of the Company are listed;
(viii) to
authorize the Board to further delegate the authorizations set
forth in items (i) to (vi) above to the president and/or the
general accountant of the Company upon obtaining the authorization
at the general meeting; and
(ix) to authorize the Board to further delegate the authorization
set forth in item (vii) above to the secretary of the Board upon
obtaining the authorization at the general meeting.
By order
of the Board
Air China
Limited
Ma
Chongxian
Chairman
Beijing, the PRC, 26 April
2024
As
at the date of this notice, the directors of the Company are Mr. Ma
Chongxian, Mr. Wang Mingyuan, Mr. Feng Gang, Mr. Patrick Healy, Mr.
Xiao Peng, Mr. Li Fushen*, Mr. He Yun*, Mr. Xu Junxin* and Ms.
Winnie Tam Wan-chi*.
*
Independent non-executive director of the Company Notes:
1.
Closure of
register of members
Holders of H shares of the Company
are advised that the H share register of members of the Company
will be closed from Thursday, 23 May 2024 to Thursday, 30 May 2024
(both days inclusive), during which time no transfer of shares will
be effected and registered. In order to qualify for attendance and
voting at the AGM, holders of H shares shall lodge all instruments
of transfer with the Company's H share registrar in Hong Kong,
Computershare Hong Kong Investor Services Limited, at Shops 1712-
1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong
Kong, by 4:30 p.m. on Wednesday, 22 May 2024.
H shareholders whose names appear on
the register of members of the Company at the close of business on
Wednesday, 22 May 2024 are entitled to attend and vote at the
AGM.
2.
Proxy
Every shareholder who has the right
to attend and vote at the AGM is entitled to appoint one or more
proxies, whether or not they are members of the Company, to attend
and vote on his/her behalf at the AGM.
A proxy shall be appointed by an
instrument in writing. Such instrument shall be signed by the
appointor or his attorney duly authorized in writing. If the
appointor is a legal person, then the instrument shall be signed
under a legal person's seal or signed by its director or an
attorney duly authorized in writing. The instrument appointing the
proxy for holders of H shares shall be deposited at the Company's H
share registrar not less than 24 hours before the time specified
for the holding of the AGM (or any adjournment thereof). If the
instrument appointing the proxy is signed by a person authorized by
the appointer, the power of attorney or other document of authority
under which the instrument is signed shall be notarized. The
notarized power of attorney or other document of authority shall be
deposited together and at the same time with the instrument
appointing the proxy at the Company's H share registrar.
3.
Other
businesses
•
The AGM is expected to last for no more than a
half of a working day. Shareholders and their proxies attending the
meeting shall be responsible for their own traveling and
accommodation expenses.
•
The address of Computershare Hong Kong Investor
Services Limited is: 17M Floor
Hopewell Centre
183 Queen's Road East Wanchai
Hong Kong
Tel No.: (852) 2862 8628
Fax No.: (852) 2865 0990
