Circ re. A Share Issue

2 Nov 2007 07:01

Air China Ld02 November 2007 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ACTION If you are in doubt as to any aspect of this circular, you should consultyour 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 in Air China Limited, youshould at once hand this circular and the accompanying form of proxy and thenotice of attendance to the purchaser or the transferee or to the bank,stockbroker or other agent through whom the sale or transfer was effectedfor transmission to the purchaser or transferee. The Stock Exchange of Hong Kong Limited takes no responsibility for thecontents of this circular, makes no representation as to its accuracy orcompleteness and expressly disclaims any liability whatsoever for any losshowsoever arising from or in reliance upon the whole or any part of thecontents of this circular. AIR CHINA LIMITED (a joint stock limited company incorporated in the People's Republic of China with limited liability) (Stock Code: 753) PROPOSED OFFERING OF ADDITIONAL A SHARES It is important to note that the purpose of distributing this circular is toprovide the shareholders of Air China Limited (the "Company") withinformation on the proposed issue of additional A Shares by the Company, sothat the shareholders of the Company may make an informed decision on votingin respect of certain resolution(s) to be tabled at the extraordinary generalmeeting of the Company. This circular does not constitute, or form part of,an offer or invitation, or solicitation or inducement of an offer, tosubscribe for or purchase any of the A Shares or other securities of theCompany, nor is this circular calculated to invite offers for any shares orother securities of the Company. A letter from the Board is set out on pages 3 to 9 of this circular. This circular also contains the notice convening the extraordinary generalmeeting of the Company which is to be held at the Conference Room, Air ChinaBuilding, 36 Xiaoyun Road, Chaoyang District, Beijing, China at 1:30 p.m. on17 December 2007. If you intend to appoint a proxy to attend the EGM, you are required tocomplete and return the accompanying proxy form in accordance with theinstructions printed thereon. For holders of H Shares, the proxy form shouldbe returned to Computershare Hong Kong Investor Services Limited not lessthan 24 hours before the time appointed for the meetings or any adjournedmeetings thereof. Completion and return of the form of proxy will notpreclude you from attending and voting in person at the meeting or at anyadjourned meeting should you so wish. In such event, the instrumentappointing a proxy shall be deemed to be revoked. For holders of H Shares, if you intend to attend the EGM in person or byproxy, you are required to complete and return the notice of attendance toComputershare Hong Kong Investor Services Limited on or before 27 November2007. 2 November 2007 CONTENTS PageDefinitions . . . . . . . . . . . . . . . . . . . . . . . . 1Letter from the BoardA. Introduction . . . . . . . . . . . . . . . . . . . . . 3B. The Proposed Offering . . . . .. . . . . . . . . . . . 4C. The EGM . . . . . . . . . . . . . . . . . . . . . . . . 8D. Procedures for Demanding a Poll . . . . . . . . . . . . 9E. Recommendation . . . . . . . . . . . . . . . . . . 9Notice of EGM . . . . . . . . . . . . . . . . . . . . . . 10Appendix I - Feasibility of Proposed Investment Projects to Be Funded by the Proceeds from the Offering . . . . . . . . . . . 14Appendix II - Report from the Board on Use of Proceeds from Previous Issue of Shares . . . . . 16Appendix III - Report from Ernst & Young Hua Ming on the Use of Proceeds from Previous Issue of Shares . . . . . . . . . . . . . 21 To view the full text of this press release, paste the following link intoyour web browser: http://www.rns-pdf.londonstockexchange.com/rns/7954g_1-2007-11-2.pdf This information is provided by RNS The company news service from the London Stock Exchange