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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)
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 10:00 a.m. on Friday, 9 August 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 20 June 2024 (the "Circular") and the announcement of the Company dated 15 July 2024.
ORDINARY RESOLUTIONS
1. To consider and approve the resolution in relation to the election of Mr. Cui Xiaofeng as a Director.
2. To consider and approve the resolution in relation to the introduction of 100 C919 aircraft.
For details of the introduction of 100 C919 aircraft, please refer to the Circular.
By order of the Board
Air China Limited
Xiao Feng Huen Ho Yin
Joint Company Secretaries
Beijing, the PRC, 24 July 2024
As at the date of this notice, the directors of the Company are Mr. Ma Chongxian, Mr. Wang Mingyuan, 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 and eligibility for attending and voting at the EGM
Holders of H Shares of the Company are advised that the H Share register of members of the Company will be closed from Tuesday, 6 August 2024 to Friday, 9 August 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 EGM, 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 Monday, 5 August 2024.
H Shareholders whose names appear on the register of members of the Company at the close of business on Monday, 5 August 2024 are entitled to attend and vote at the EGM.
2. Proxy
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 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 EGM (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
(i) The EGM is expected to last for no more than a half of 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 Wanchai
Hong Kong
Tel No.: (852) 2862 8628
Fax No.: (852) 2865 0990
APPENDIX:
Biographical details of Mr. Cui Xiaofeng ("Mr. Cui") are set out below:
Mr. Cui Xiaofeng, aged 54, graduated from Shaanxi Normal University (陝西師範大學) majoring in political education with a bachelor's degree, and he holds a master's degree in engineering and a
master's degree in business administration. Mr. Cui started working in the civil aviation industry in July 1992. Mr. Cui served as the deputy director and a member of the Party Leadership Group of the Civil Aviation Administration of China from June 2019 to June 2024. He has served as a director and the deputy secretary of the Party Leadership Group of China National Aviation Holding Corporation Limited since June 2024, and has served as the deputy secretary of the Party Committee of the Company since July 2024.
As at the latest practicable date of this notice (i.e. 19 July 2024) (the "Latest Practicable Date"), save as disclosed above, Mr. Cui does not have any relationship with the 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. Cui does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).
Upon approval of the resolution on Mr. Cui's appointment as a non-executive Director at the EGM, Mr. Cui will enter into a service contract with the Company for serving as a non-executive Director 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. Cui will not receive any remuneration for his serving as a non-executive Director.
Save as disclosed above, the Company is not aware of any matters in relation to the proposed appointment of Mr. Cui as a non-executive Director that need to be brought to the attention of the Shareholders nor any information that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
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