REG - Air China Ld - Poll Results Announcement

Air ChinaAnnouncement

27/10/2023 07:00

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RNS Number : 4885R  Air China Ld  27 October 2023

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.

 

 

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)

 

 

POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING, THE H SHAREHOLDERS' CLASS
MEETING AND THE A SHAREHOLDERS' CLASS MEETING

 

   The board of directors (the “Board”) of Air China Limited (the “Company”) is pleased to
   announce that the extraordinary general meeting (the “EGM”), the class
   meeting for holders of H Shares (the “H Shareholders’ Class Meeting”)
   and the class meeting for holders of A Shares
   (the “A Shareholders’ Class Meeting”, together with the EGM and the H Shareholders’ Class
   Meeting, the “Meetings”) of the Company have been held on 26 October 2023,
   and all the resolutions proposed at the Meetings were duly passed.

 

References are made to: (i) the notice of the EGM dated 11 September 2023;
(ii) the notice of the H Shareholders' Class Meeting dated 11 September 2023;
and (iii) the circular of the Company dated 11 September 2023 (the
"Circular"), containing details of the resolutions tabled at the EGM and the H
Shareholders' Class Meeting. Unless otherwise specified herein, capitalised
terms used in this announcement shall have the same meanings as those defined
in the Circular.

 

The Board is pleased to announce that the Meetings were held on Thursday, 26
October 2023 at The Conference Room C713, No. 30 Tianzhu Road, Airport
Industrial Zone, Shunyi District, Beijing, the PRC and all the proposed
resolutions as set out in the related notices of the Meetings were duly passed
by the relevant Shareholders by way of poll. Except for Mr. Patrick Healy and
Ms. Winnie Tam Wan-chi who did not attend the Meetings due to business
arrangements, all the other directors of the Company attended the Meetings.

 

As at the date of the Meetings, the number of total issued shares of the
Company was 16,200,792,838 shares, including 4,562,683,364 H shares and
11,638,109,474 A shares. Shareholders and authorized proxies holding an
aggregate of 11,670,600,403 shares, representing 72.0372% of the total issued
shares of the Company, were present at the EGM. Shareholders and authorized
proxies holding angregate of 3,239,635,376 H shares, representing 71.0029% of
the total issued H shares of the Company, were present at the H Shareholders'
Class Meeting. Shareholders and authorized proxies holding an aggregate of
8,430,965,027 A shares, representing 72.4427% of the total issued A shares of
the Company, were present at the A Shareholders' Class Meeting.

There were no shares the holder of which is required under the Rules Governing
the Listing of Securities on The Stock Exchange of Hong Kong Limited (the
"Hong Kong Listing Rules") to abstain from voting on the resolutions proposed
at the Meetings. There were no shares entitling the holder to attend and
abstain from voting in favour of the resolutions proposed at the Meetings as
set out in Rule 13.40 of the Hong Kong Listing Rules. No parties have stated
their intention in the Circular to vote against the resolutions proposed at
the Meetings or to abstain from voting.

 

RESULTS OF THE EGM

 

The poll results in respect of the proposed resolutions at the EGM were as
follows:

 

                                                                   Votes of Shareholders

 Special Resolutions
              For                                                  Against         Abstain
 1.           To consider and approve the proposed                 11,202,570,922  425,511,637  36,599,844
              amendments   to    the    Articles    of             96.0384%        3.6479%      0.3137%
              Association of the Company as set out
              in Appendix I to the Circular.
 2.           To consider and approve the proposed                 11,232,871,507  395,309,421  36,501,475
              amendments to the Rules and Procedures               96.2982%        3.3889%      0.3129%
              of Shareholders' Meetings as set out in
              Appendix II to the Circular.
 3.           To consider and approve the proposed                 11,283,397,560  350,602,999  36,599,844
              amendments to the Rules and Procedures               96.6822%        3.0042%      0.3136%
              of Meetings of the Board as set out in
              Appendix III to the Circular.
 As more than two-thirds of the votes were cast in favour of the above
 resolutions, the resolutions were duly passed as special resolutions.

RESULTS OF THE H SHAREHOLDERS' CLASS MEETING

 

The poll results in respect of the resolutions proposed at the H Shareholders'
Class Meeting were as follows:

 

                                                                   Votes of Shareholders

 Special Resolutions
              For                                                  Against        Abstain
 1.           To consider and approve the proposed                 2,896,936,032  306,136,400  36,562,944
              amendments   to    the    Articles    of             89.4217%       9.4497%      1.1286%
              Association of the Company as set out
              in Appendix I to the Circular.
 2.           To consider and approve the proposed                 2,919,471,212  283,662,689  36,501,475
              amendments to the Rules and Procedures               90.1173%       8.7560%      1.1267%
              of Shareholders' Meetings as set out in
              Appendix II to the Circular.
 As more than two-thirds of the votes were cast in favour of the above
 resolutions, the resolutions were duly passed as special resolutions.

 

RESULTS OF THE A SHAREHOLDERS' CLASS MEETING

 

The poll results in respect of the resolutions proposed at the A Shareholders'
Class Meeting were as follows:

 

                                                                   Votes of Shareholders

 Special Resolutions
              For                                                  Against        Abstain
 1.           To consider and approve the proposed                 8,305,634,890  125,293,237  36,900
              amendments   to    the    Articles    of             98.5134%       1.4861%      0.0005%
              Association of the Company as set out
              in Appendix I to the Circular.
 2.           To consider and approve the proposed                 8,313,400,295  117,564,732  0
              amendments to the Rules and Procedures               98.6055%       1.3945%      0.0000%
              of Shareholders' Meetings as set out in
              Appendix II to the Circular.
 As more than two-thirds of the votes were cast in favour of the above
 resolutions, the resolutions were duly passed as special resolutions.

Deloitte Touche Tohmatsu, the auditor of the Company, has acted as the
scrutineer for the vote-taking at the Meetings and compared the poll results
summary to poll forms collected and provided by the Company. The work
performed by Deloitte Touche Tohmatsu in this respect did not constitute an
assurance engagement in accordance with Hong Kong Standards on Auditing, Hong
Kong Standards on Review Engagements or Hong Kong Standards on Assurance
Engagements issued by the Hong Kong Institute of Certified Public Accountants
nor did it include provision of any assurance or advice on matters of legal
interpretation or entitlement to vote.

 

 

By Order of the Board

Air China Limited

Huang Bin        Huen Ho Yin

 Joint Company Secretaries

Beijing, the PRC, 26 October 2023

 

As at the date of this announcement, the directors of the Company are Mr. Ma
Chongxian, Mr. Wang Mingyuan, Mr. Feng Gang, 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

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