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Exchange of Hong Kong Limited take no responsibility for the
contents of this notice, make no representation as to its accuracy
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any loss howsoever arising from or in reliance upon the whole or
any part of the contents of this notice.
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