THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action you should take, 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 accompanying 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.
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 00753)
- PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
- 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 7 of this circular.
A notice convening the annual general meeting of the Company to be held at 11:00 a.m. on Tuesday, 25 May 2021 at The Conference Room C713, No. 30, Tianzhu Road, Airport Industrial Zone, Shunyi District, Beijing, the PRC, is set out on pages 12 to 15 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 should you so wish.
9 April 2021
CONTENTS | |
Page | |
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 |
APPENDIX I - PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION . | 8 |
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 12 |
- i -
DEFINITIONS
In this circular, the following expressions have the following meanings, unless the context requires otherwise:
"A Share(s)" | the domestic ordinary share(s) in the share capital of the Company |
with a nominal value of RMB1.00 each, which are listed on the | |
Shanghai Stock Exchange and traded in RMB | |
"AGM" | the 2020 annual general meeting of the Company to be held at |
11:00 a.m. on Tuesday, 25 May 2021 at The Conference Room | |
C713, No. 30, Tianzhu Road, Airport Industrial Zone, Shunyi | |
District, Beijing, the PRC, for the Shareholders to consider and | |
approve the resolutions set out in the notice of the annual general | |
meeting | |
"Articles of Association" | the articles of association of the Company, as amended from time |
to time | |
"Board" | the board of Directors of the Company |
"Company" | Air China Limited, a company incorporated in the PRC, whose H |
shares are listed on the Stock Exchange as its primary listing venue | |
and have been admitted to the Official List of the UK Listing | |
Authority as its secondary listing venue, and whose A shares are | |
listed on the Shanghai Stock Exchange | |
"Debt Financing Instruments" | the debt financing instruments denominated in RMB or foreign |
currencies to be issued by the Company and/or its controlled or | |
wholly-owned subsidiary in one or multiple tranches, including but | |
not limited to corporate bonds, ultra-short-term commercial papers, | |
short-term commercial papers, mid-term notes, domestic non-public | |
targeted debt financing instruments, overseas debt financing | |
instruments and overseas bonds/notes | |
"Director(s)" | the director(s) of the Company |
"Group" | the Company and its subsidiaries |
"H Share(s)" | the overseas listed foreign share(s) in the share capital of the |
Company with a nominal value of RMB1.00 each, which are listed | |
on the Stock Exchange as its primary listing venue and have been | |
admitted to the Official List of the UK Listing Authority as its | |
secondary listing venue | |
"Hong Kong" | Hong Kong Special Administrative Region of the PRC |
- 1 -
DEFINITIONS | |
"Latest Practicable Date" | 31 March 2021, being the latest practicable date prior to the |
printing of this circular for ascertaining certain information | |
contained herein | |
"Listing Rules" | The Rules Governing the Listing of Securities on The Stock |
Exchange of Hong Kong Limited | |
"PRC" | the People's Republic of China, excluding, for the purpose of this |
circular only, Hong Kong, the Macau Special Administrative | |
Region and Taiwan | |
"RMB" | Renminbi, the lawful currency of the PRC |
"Share(s)" | collectively, the A Shares and H Shares |
"Shareholder(s)" | holder(s) of the Shares of the Company |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"Supervisory Committee" | the supervisory committee of the Company |
"%" | per cent |
- 2 -
LETTER FROM THE BOARD
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 00753) | |
Directors: | Registered Address: |
Executive Director: | Blue Sky Mansion |
Song Zhiyong (Chairman) | 28 Tianzhu Road |
Airport Industrial Zone | |
Non-executive Directors: | Shunyi District |
Feng Gang | Beijing, the PRC |
Patrick Healy | |
Xue Yasong | Principal Place of Business |
in Hong Kong: | |
Independent Non-executive Directors: | 5th Floor, CNAC House |
Duan Hongyi | 12 Tung Fai Road |
Stanley Hui Hon-chung | Hong Kong International Airport |
Li Dajin | Hong Kong |
9 April 2021 | |
To the Shareholders | |
Dear Sir or Madam, |
- PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
- GENERAL MANDATE TO ISSUE DEBT FINANCING INSTRUMENTS AND
NOTICE OF ANNUAL GENERAL MEETING
- INTRODUCTION
It is proposed that at the annual general meeting of the Company to be held on Tuesday, 25 May 2021, the notice of which is set out on pages 12 to 15 of this circular, resolutions will be proposed to, among others, (i) approve the proposed amendments to the Articles of Association; and (ii) give a general mandate to the Directors to issue Debt Financing Instruments.
- 3 -
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Air China Limited published this content on 09 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 April 2021 03:17:06 UTC.