ir China Limited - SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING.
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(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 00753)
SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING
Reference is made to the notice of the extraordinary general meeting (the 'Original Notice') of Air China Limited (the 'Company') dated 12 November 2021 which sets out the resolutions to be considered by the shareholders of the Company ('Shareholder(s)') at the extraordinary general meeting to be held at 9:00 a.m. on Thursday, 30 December 2021 at The Conference Room C713, No. 30, Tianzhu Road, Airport Industrial Zone, Shunyi District, Beijing, the PRC (the 'EGM').
Reference is also made to the supplemental circular dated 14 December 2021 issued by the Company to the Shareholders (the 'Supplemental Circular'). Terms defined in the Supplemental Circular shall have the same meanings in this notice unless the context otherwise requires.
China National Aviation Holding Corporation Limited, the controlling Shareholder of the Company, has submitted the extraordinary proposals to the board (the 'Board') of directors (the 'Director(s)') of the Company. In accordance with the relevant laws and regulations and the Company's articles of association, the Board hereby presents such extraordinary proposals at the EGM for consideration and approval by the Shareholders.
SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the EGM, which will be held as originally scheduled, will consider and, if thought fit, pass the following resolutions, in addition to the resolutions set out in the Original Notice:
2. To consider and approve the revision of the Existing Annual Caps applicable to contracting operation income of the Bellyhold Space Business payable by ACC Group to the Group under the New ACC Framework Agreement and the Revised Annual Caps for the two years ending 31 December 2021 and 2022, respectively.
3. To consider and approve the proposed amendments to the Articles of Association as set out in Appendix II to the Supplemental Circular.
4. To consider and approve the proposed amendments to the Rules and Procedures of Shareholders' Meetings as set out in Appendix III to the Supplemental Circular.
5. To consider and approve the proposed amendments to the Rules and Procedures of Meetings of the Board as set out in Appendix IV to the Supplemental Circular.
By Order of the Board
Air China Limited
Huang Bin Huen Ho Yin
Joint Company Secretaries
Beijing, the PRC, 14 December 2021
As at the date of this supplemental notice, the directors of the Company are Mr. Song Zhiyong, Mr. Ma Chongxian, 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 Notes:
(1) A revised form of proxy is enclosed with this supplemental notice. Whether or not you are able to attend the EGM, you are requested to complete the accompanying revised form of proxy in accordance with the instructions printed thereon and return the same to the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as practicable and in any event not less than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof (as the case may be). Completion and return of the revised form of proxy will not preclude the shareholders of the Company from attending and voting in person at the EGM or any adjournment thereof.
(2) Please refer to the Original Notice for details in respect of the eligibility for attending the EGM, appointment of proxy, registration procedures, closure of register of members and other relevant matters.
(3) Please refer to the notice of attendance of the EGM of the Company in respect of the timing and address for attending the EGM and other relevant matters.
(4) Important notice in relation to pandemic prevention and control
In the event that the containment of COVID-19 pandemic is still ongoing at the time of the EGM, in order to cooperate with the prevention and control of the pandemic so as to safeguard the health and safety of the Shareholders and the participants of the meeting, at the same time ensuring that the Shareholders may exercise their respective shareholders' rights, the Company recommends H share
Shareholders and their proxies intending to attend the EGM to vote by completing and submitting the proxy form, i.e. to indicate how you wish your votes to be casted in the proxy form, and appoint the Chairman of the EGM as your proxy to vote on your behalf on site.
In case H share Shareholders or their proxies choose to attend the meeting in person by then, they must comply with the policies and requirements of Beijing regarding the containment of COVID-19 pandemic.
On the way to, from and at the venue of the EGM, please adopt proper personal preventive measures.
Upon arrival at the venue of the EGM, please follow the arrangement and guidance of the staff and cooperate with the pandemic prevention and control requirements including, among others, attendee registration and wearing of masks. Please provide the proof of negative nucleic acid test results within 48 hours and comply with the temperature checking procedures, and take the initiative to scan and present the 'Beijing Health Kit' green code.