REG - Air China Ld - POLL RESULTS OF AGM AND RESIGNATION OF DIRECTOR

Air ChinaAnnouncement

29/05/2026 07:00

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RNS Number : 2136G  Air China Ld  29 May 2026

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 2025 ANNUAL SHAREHOLDERS' MEETING AND

RESIGNATION OF NON-EXECUTIVE DIRECTOR

 

POLL RESULTS OF 2025 ANNUAL SHAREHOLDERS' MEETING

 

Reference is made to the circular of Air China Limited (the "Company") dated 6
May 2026 (the "Circular") and the notice of annual shareholders' meeting (the
"AGM") dated 6 May 2026 (the "Notice"), and the supplemental notice of the AGM
dated 12 May 2026 (the "Supplemental Notice") containing details of the
resolutions tabled at the AGM. Unless otherwise specified herein, capitalized
terms used in this announcement shall have the same meanings as those defined
in the Circular.

 

The Board is pleased to announce that the resolutions set out in the Notice
and the Supplemental Notice were duly passed by the Shareholders by way of
poll at the AGM held at 11:00 a.m. on Thursday, 28 May 2026 at The Conference
Room C313, No. 30, Tianzhu Road, Shunyi District, Beijing, the PRC. Except for
Mr. Xiao Peng who did not attend the AGM due to business arrangements, all the
other Directors of the Company attended the AGM.

 

As at the date of the AGM, the total number of issued Shares of the Company
was 17,448,421,000 Shares. Shareholders and authorized proxies holding an
aggregate of 12,836,470,861 Shares were present at the AGM.

 

CNAHC and CNACG have material interests in resolutions No. 7 to No. 8 proposed
at the AGM, and therefore they were required to abstain, and have abstained,
from voting on such resolutions. CNAHC, CNACG, Cathay Pacific and its
associates have material interests in resolution No. 9 proposed at the AGM,
and therefore they were required to abstain, and have abstained, from voting
on such resolution. As at the date of the AGM, CNAHC and CNACG, in aggregate,
held 9,370,724,929 Shares of the Company, representing approximately 53.71% of
the issued share capital of the Company, and Cathay Pacific and its
associates, in aggregate, held 2,633,725,455 Shares of the Company,
representing approximately 15.09% of the issued share capital of the Company.
Accordingly, at the AGM, the total number of Shares entitling the holders to
attend and vote on resolutions No. 7 to No. 8 was 8,077,696,071 Shares, the
total number of Shares entitling the holders to attend and vote on resolution
No. 9 was 5,443,970,616 Shares, and the total number of Shares entitling the
holders to attend and vote on resolutions No. 1 to No. 6 and No. 10 to No. 12
was 17,448,421,000 Shares.

 

Save as disclosed above, none of the holders of any Shares was required under
the Hong Kong Listing Rules to abstain from voting on the resolutions proposed
at the AGM. There was no Shares entitling the holders to attend and abstain
from voting in favour of any resolutions proposed at the AGM as set out in
Rule 13.40 of the Hong Kong Listing Rules. No Shareholder has stated
his/her/its intention in the Circular to vote against or to abstain from
voting on any resolutions proposed at the AGM.

 

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

 

                                                                                              Votes for Shareholders

 ORDINARY RESOLUTIONS
              For                                                                             Against          Abstain
 1.           To consider and approve the 2025 work report of the Board.                      12,826,181,350   9,143,911       1,145,600

                                                                                              （99.9199%）       （0.0712%）       （0.0089%）
 2.           To consider and approve the audited consolidated financial statements of the    12,828,981,139   6,595,872       893,850
              Company for the year 2025 prepared under the PRC Accounting Standards and the

              IFRS Accounting Standards.                                                      （99.9417%）       （0.0513%）       （0.0070%）
 3.           To consider and approve the profit distribution proposal for the year 2025.     12,831,423,260   4,664,501       383,100

                                                                                              （99.9607%）       （0.0363%）       （0.0030%）
 4.           To consider and approve the re-appointment of KPMG as the Company's             12,831,396,010   4,734,801       340,050
              international auditor and KPMG Huazhen LLP as the Company's domestic auditor

              and internal control auditor, respectively for the year ending 31 December      （99.9605%）       （0.0369%）       （0.0026%）
              2026, and to authorize the Audit and Risk Management Committee (the
              Supervision Committee) of the Board to determine their remunerations for the
              year 2026.
 5.           To consider and approve the resolution on the unrecovered losses of the         12,831,090,936   4,710,901       669,024
              Company exceeding one-third of the total amount of its paid-up share capital.

                                                                                              （99.9581%）       （0.0367%）       （0.0052%）
 As more than 50% of the votes were cast in favour of the above resolutions,
 the resolutions were duly passed as ordinary resolutions.

                                                                                              Votes for Shareholders

 SPECIAL RESOLUTION
              For                                                                             Against          Abstain
 6.           To consider and approve the resolution on the grant of general mandate to the   12,598,165,553   237,666,008      639,300
              Board to issue debt financing instruments.

                                                                                              （98.1435%）       （1.8515%）        （0.0050%）
 As more than two-thirds of the votes were cast in favour of the above
 resolution, the resolution was duly passed as special resolution.
 ORDINARY RESOLUTIONS                                                                         For              Against          Abstain
 7.           To consider and approve the resolution on the entering into of the Air China    3,316,951,816    148,155,516      638,600
              Financial Services Agreement between the Company and CNAF and the application

              for the annual caps of the transactions thereunder for the years from 2027 to   （95.7067%）       （4.2749%）        （0.0184%）
              2029.
 8.           To consider and approve the resolution on the entering into of the CNAHC        3,316,941,066    148,186,016      618,850
              Financial Services Agreement between CNAF and CNAHC and the application for

              the annual caps of the transactions thereunder for the years from 2027 to       （95.7064%）       （4.2757%）        （0.0179%）
              2029.
 9.           To consider and approve the resolution on the entering into of the ACC          683,262,711      148,118,716      639,050
              Financial Services Agreement between CNAF and Air China Cargo and the

              application for the annual caps of the transactions thereunder for the years    （82.1209%）       （17.8023%）       （0.0768%）
              from 2027 to 2029.
 10.          To consider and approve the resolution on formulating the Remuneration          12,830,944,510   4,893,601        632,750
              Management Policy for Directors and Senior Management.

                                                                                              （99.9570%）       （0.0381%）        （0.0049%）
 11.          To consider and approve the resolution on 2026 Directors' Remuneration Plan.    12,830,837,510   4,996,801        636,550

                                                                                              （99.9561%）       （0.0389%）        （0.0050%）
 12.          To consider and approve the resolution in relation to the election of Mr. Lam   12,826,610,640   9,219,821        640,400
              Siu Por Ronald as a non-executive Director of the Company.

                                                                                              （99.9232%）       （0.0718%）        （0.0050%）
 As more than 50% of the votes were cast in favour of the above resolutions,
 the resolutions were duly passed as ordinary resolutions.

 

KPMG, Certified Public Accountants, acted as the scrutineer for the
vote-taking at the AGM. The work performed by KPMG was limited to certain
procedures requested by the Company to agree the poll results summary prepared
by the Company to poll forms collected and provided by the Company to KPMG.
The work performed by KPMG 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.

RESIGNATION OF NON-EXECUTIVE DIRECTOR

 

Recently, the Board received the resignation letter from Mr. Patrick Healy
("Mr. Healy"). Mr. Healy has resigned as the non-executive Director of the
Company with effect from 28 May 2026 due to retirement.

 

Mr. Healy has confirmed that he has no disagreement with the Board, and that
he is not aware of any matters relating to his resignation that need to be
brought to the attention of the shareholders of the Company.

 

The Board would like to express its sincere gratitude to Mr. Healy for his
contributions to the Company's development during his tenure of office.

 

By Order of the Board

Air China Limited

Xiao Feng

Company Secretary

 

Beijing, the PRC, 28 May 2026

 

As at the date of this announcement, the directors of the Company are Mr. Liu
Tiexiang, Mr. Qu Guangji, Mr. Cui Xiaofeng, Mr. Lam Siu Por Ronald, Mr. Xiao
Peng, Mr. Xu Niansha*, Mr. He Yun*, Ms. Winnie Tam Wan-chi* and Mr. Gao
Chunlei*.

 

*    Independent non-executive director of the Company

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