NOTICE OF EXTRAORDINARY GENERAL MEETINGSource: RNS
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AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 00753)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "EGM") of Air China Limited (the "Company") will be held at 11:00 a.m. on Tuesday, 20 July 2021 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 resolution:
1. To consider and approve the appointment of Mr. Ma Chongxian as an executive director of the
For the biographical details of Mr. Ma Chongxian, please refer to the Appendix of this notice.
By Order of the Board
Air China Limited
Beijing, the PRC, 3 June 2021
As at the date of this notice, the directors of the Company are Mr. Song Zhiyong, Mr. Feng Gang, Mr. Patrick Healy, Mr. Xue Yasong, Mr. Duan Hongyi*, Mr. Stanley Hui Hon-chung* and Mr. Li Dajin*.
* Independent non-executive director of the Company
1. Closure of register of members and eligibility for attending and voting at the EGM
Holders of H Shares of the Company are advised that the register of members of H shares of the Company will be closed from Sunday, 20 June 2021 to Tuesday, 20 July 2021 (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 and voting 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 at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, by 4:30 p.m. on Friday, 18 June 2021.
H Share Shareholders of the Company whose names appear on the register of members of H shares of the Company at the close of business on Friday, 18 June 2021 are entitled to attend and vote at the EGM.
2. Notice of Attendance
H Share Shareholders who intend to attend the EGM should complete and lodge the accompanying notice of attendance and return it to the Company's H Share registrar on or before Tuesday,29 June 2021. The notice of attendance may be delivered by hand, by post or by fax to the Company's H Share registrar. Completion and return of the notice of attendance do not affect the right of a shareholder to attend and vote at the EGM. However, the failure to return the notice of attendance may result in an adjournment of the EGM, if the number of shares carrying the right to vote represented by the shareholders proposing to attend the EGM by the notice of attendance does not reach more than half of the total number of shares of the Company carrying the right to vote at the EGM.
Every shareholder who has the right 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 on his/her behalf at the EGM.
A proxy shall be appointed by an instrument in writing. Such instrument shall be signed by the appointor or his attorney duly authorised in writing. If the appointer 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 authorised in writing. The instrument appointing the proxy shall be deposited at the Company's H Share registrar for holders of H Shares not less than 24 hours before the time specified for the holding of the EGM. If the instrument appointing the proxy is signed by a person authorised by the appointer, the power of attorney or other document of authority under which the instrument is signed shall be notarised. The notarised 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.
4. Other business
(i) The EGM is expected to take less than half a business day. Shareholders and their proxies attending the meeting shall be responsible for their own traveling and accommodation expenses.
(ii) The address of Computershare Hong Kong Investor Services Limited is:
17M Floor Hopewell Centre
183 Queen's Road East Wan Chai
Tel No.: (852) 2862 8628
Fax No.: (852) 2865 0990
Biographical details of Mr. Ma Chongxian ("Mr. Ma") are set out below:
Mr. Ma Chongxian, aged 55, graduated from the Department of Economics of Inner Mongolia University with a bachelor's degree majoring in planning and statistics and holds a degree of EMBA in Tsinghua University. Mr. Ma started his career in July 1988 and has worked in the Mechanical Division of the Inner Mongolia Administration of Civil Aviation Administration of China and the aircraft repair plant in Inner Mongolia branch of Air China International Corporation. He has served as deputy general manager of Inner Mongolia branch of Air China International Corporation since January 1997. From September 2004 to July 2006, he served as secretary of the Communist Party Committee of Zhejiang branch of the Company. Mr. Ma also served as general manager and deputy secretary of the Communist Party Committee of Zhejiang branch of the Company from July 2006 to June 2009. He served as general manager and deputy secretary of the Communist Party Committee of Hubei Branch of the Company from June 2009 to April 2010, during which he concurrently served as head of "Zhongxing Project" (中星項目) in China National Aviation Holding Corporation Limited from January 2009 to April 2010. Mr. Ma has been serving as vice president and a member of the Standing Committee of the Communist Party Committee of the Company since April 2010. From April 2010 to December 2016, he served as chairman, president and deputy secretary of the Communist Party Committee of Shandong Aviation Group Co., Ltd.. He has been a member of the Communist Party Group of China National Aviation Holding Corporation Limited since August 2016 and vice general manager and a member of the Communist Party Group of China National Aviation Holding Corporation Limited from December 2016 to April 2021. Since April 2021, he has been serving as director, general manager and deputy secretary of the Communist Party Group of China National Aviation Holding Corporation Limited, and concurrently as president and deputy secretary of the Communist Party Committee of the Company from May 2021.
Save as disclosed above and as at the latest practicable date of this notice (i.e. 31 May 2021) (the "Latest Practicable Date"), Mr. Ma does not have any relationship with any directors, senior management, substantial shareholder(s) or controlling shareholder(s) of the Company or hold any other positions in the Company or any of its subsidiaries, or any directorship in other listed companies in the last three years.
As at the Latest Practicable Date, Mr. Ma does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
Upon approval of the resolution on Mr. Ma's appointment as an executive director of the Company at the EGM, Mr. Ma will hold the position as vice chairman of the Company with immediate effect. Mr. Ma will enter into a service contract with the Company for serving as a director of the Company for a term commencing on the date of approval by the Shareholders of his appointment and ending on the expiry of the term of the current session of the Board. Mr. Ma will not receive any remuneration for his serving as director of the Company.
Save as disclosed above, the Board is not aware of any other matters in relation to the proposed appointment of Mr. Ma as an executive director of the Company that need to be brought to the attention of the Shareholders nor any information that is required to be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.