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BOC Aviation Limited — AGM Information 2021
May 5, 2021
50694_rns_2021-05-05_ca1b9a84-0997-42d2-a998-5495d213e897.pdf
AGM Information
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.
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BOC AVIATION LIMITED 中銀航空租賃有限公司[*]
(Incorporated in the Republic of Singapore with limited liability)
Stock code: 2588
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “ Meeting ”) of shareholders of BOC Aviation Limited (the “ Company ”) will be held by electronic means on Thursday, 3 June 2021 at 2:30 p.m., or immediately after the conclusion of the Company’s annual general meeting to be held on the same day, for the purpose of transacting the following business:
To consider and, if thought fit, pass the following resolutions as Ordinary Resolutions:
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“THAT
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(a) the automatic renewal of the term of the BOC Deposit Framework Agreement (as defined in the circular of the Company dated 5 May 2021 (the “ Circular ”)) for the three years ending 31 December 2024 and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed in all respects;
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(b) the Proposed Annual Cap (as defined in the Circular) in relation to the transactions contemplated under the BOC Deposit Framework Agreement for each of the three years ending 31 December 2024 as set out in the Circular be and are hereby confirmed and approved.”
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“THAT
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(a) the automatic renewal of the term of the BOCHK Deposit Framework Agreement (as defined in the Circular) for the three years ending 31 December 2024 and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed in all respects;
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(b) the Proposed Annual Cap (as defined in the Circular) in relation to the transactions contemplated under BOCHK Deposit Framework Agreement for each of the three years ending 31 December 2024 as set out in the Circular be and are hereby confirmed and approved.”
* For identification purpose only
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Special measures for the Extraordinary General Meeting
Given the evolving Covid-19 situation including the social distancing measures and travel restrictions in Singapore and Hong Kong, the Board considers it to be in the interests of the Company and our Shareholders to convene the Meeting by electronic means in order to help ensure the health and well-being of our Shareholders and employees.
The arrangements for the Meeting, which are in line with the Singapore Covid-19 (Temporary Measures) Act 2020 with regards alternative arrangements for general meetings of companies, are as follows:
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The Meeting will be held by electronic means.
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The Meeting will only include the formal business of the Meeting.
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It will not be possible for Shareholders to attend the Meeting in person.
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Shareholders will only be able to vote by submitting a proxy form in advance of the Meeting. To ensure that their vote counts, Shareholders should only appoint the Chairman of the Meeting to act as their proxy. If a Shareholder appoints a person other than the Chairman of the Meeting as their proxy, that other proxy will not be able to vote at the Meeting. Details of how to submit a proxy form, and the deadline for doing so, are set out on page 38. We strongly encourage all shareholders to submit their proxies as early as possible.
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Shareholders are invited to join the Meeting via a conference call or live webcast facility. To participate in the Meeting, Shareholders are required to pre-register their attendance.
Pre-registration for registered Shareholders
Registered Shareholders should pre-register their attendance by email to [email protected]. Please quote your full name and contact details in the email. After successful verification, authenticated Shareholders will receive details of the conference call and live webcast facility.
Pre-registration for non-registered Shareholders
Non-registered Shareholders should (1) contact and instruct their banks, brokers, custodians, nominees or any other intermediary through which their shares are held (together, “Intermediary”) to appoint themselves as proxy or corporate representative to attend the Meeting and (2) provide their e-mail address to their Intermediary before the time limit required by the relevant Intermediary. The Intermediary should liaise with HKSCC Nominees Limited or the Company’s Hong Kong Share Registrar, as the case may be, for details of the conference call and live webcast facility.
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The conference call and live webcast facility is exclusively for Shareholders. Please do not share the details of the conference call and live webcast facility with anyone who is not a Shareholder. Shareholders can enter the conference call or live webcast from 1:30 p.m., 30 minutes prior to the commencement of the Company’s annual general meeting to be held on the same day.
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Shareholders are invited to submit any questions for the Board in advance of the Meeting by email to [email protected]. The Board will endeavour, where appropriate, to address such questions at or prior to the Meeting. Questions should be received by 27 May 2021. Please quote your full name and contact details in the query.
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A video recording of the Meeting will be made available on the website of the Company at www.bocaviation.com as soon as practicable after the Meeting.
The Board will continue to monitor the situation and may, if necessary, need to make further changes to the arrangements for the Meeting. Shareholders are encouraged to continue to monitor the Company’s announcements and the Investors section of the Company’s website at www.bocaviation.com which we will use to update our Shareholders. You are also welcome to send any enquiries to [email protected].
By Order of the Board BOC Aviation Limited Zhang Yanqiu Juliana Company Secretary
Hong Kong, 5 May 2021
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Notes:
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Pursuant to the Listing Rules, any vote of members at the Meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands). The results of the poll will be published on the websites of the Stock Exchange and the Company in accordance with the Listing Rules.
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On a poll, every shareholder present by proxy shall have one vote for each share which he or she holds or represents.
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In order to be valid, the form of proxy shall be signed by the appointor or by his attorney or authorised signatory, and if it is signed by an attorney or authorised signatory, the power of attorney or other authority, under which it is signed or a certified copy thereof must be registered with the Company or deposited at the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for the holding of the Meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a shareholder of the Company from attending the Meeting.
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The register of members of the Company will be closed, for the purpose of determining shareholders’ entitlement to attend and vote at the Meeting, from 31 May 2021 to 3 June 2021 (both days inclusive), during which period no transfer of shares will be registered. In order to qualify for attending and voting at the Meeting, shareholders should ensure that all transfer documents, accompanied by the relevant share certificates, are lodged with the Company’s Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on 28 May 2021.
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The full text of the Resolutions and all relevant information is set out in the Notice of Extraordinary General Meeting which is included in the circular despatched to shareholders of the Company on 5 May 2021 (the “ Circular ”). The Circular can also be viewed and downloaded from the website of the Company at www.bocaviation.com or the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk.
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In case of joint shareholding, the vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint shareholding. Accordingly, investors who wish to have joint shareholding in the Company should bear in mind the above provision when they decide the way in which their names being provided for share registration.
As at the date of this announcement, the Board of Directors of the Company comprises Mr. Chen Huaiyu as Chairman and Non-executive Director, Mdm. Zhang Xiaolu and Mr. Robert James Martin as Executive Directors, Mr. Li Mang, Mr. Liu Chenggang, Mr. Wang Zhiheng and Mdm. Zhu Lin as Non-executive Directors and Mr. Dai Deming, Mr. Fu Shula, Mr. Antony Nigel Tyler and Dr. Yeung Yin Bernard as Independent Non-executive Directors.
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