REG - Air China Ld - POLL RESULTS OF EXTRAORDINARY GENERAL MEETING

Air ChinaAnnouncement

26/02/2025 08:00

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RNS Number : 5198Y  Air China Ld  26 February 2025

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 EXTRAORDINARY GENERAL MEETING APPOINTMENT OF CHAIRMAN AND VICE
CHAIRMAN OF THE BOARD CHANGE OF BOARD COMMITTEE MEMBERS

AND

ELECTION OF EMPLOYEE REPRESENTATIVE DIRECTOR

 

The board (the “Board”) of directors (the “Director(s)”) of Air China
Limited (the “Company”) is pleased to announce that the extraordinary
general meeting of the Company (the “EGM”) was held on Tuesday, 25
February 2025, and all the resolutions proposed at the EGM were duly passed.

Reference is made to the notice of the EGM dated 7 February 2025 (the
"Notice"). Unless otherwise specified herein, capitalized terms used in this
announcement shall have the same meanings as those defined in the Notice.

 

The Board is pleased to announce that the resolutions set out in the Notice
were duly passed by the Shareholders by way of poll at the EGM held at 11:00
a.m. on Tuesday, 25 February 2025 at The Conference Room C713, No. 30 Tianzhu
Road, Airport Industrial Zone, Shunyi District, Beijing, the PRC. Mr. Ma
Chongxian, Mr. Cui Xiaofeng, Mr. Patrick Healy, Mr. He Yun and Ms. Winnie Tam
Wan-chi, the Directors of the sixth session of the Board, were present at the
EGM, while Mr. Wang Mingyuan, Mr. Xiao Peng and Mr. Xu Junxin were unable to
attend the EGM due to other business engagements.

 

RESULTS OF THE EGM

 

As at the date of the EGM, the total number of issued shares of the Company
(the "Share(s)") was 17,448,421,000 Shares. Shareholders and authorized
proxies holding an aggregate of 12,278,236,595 Shares were present at the EGM.

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 EGM.
Accordingly, at the EGM, the total number of Shares entitling the holders to
attend and vote on the resolutions proposed at the EGM was 17,488,421,000
Shares. There were no Shares entitling the holders to attend and abstain from
voting in favour of any resolutions proposed at the EGM as set out in Rule
13.40 of the Hong Kong Listing Rules. No Shareholder has indicated his/her/its
intention in the Notice to vote against or to abstain from voting on any
resolutions proposed at the EGM.

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

 ORDINARY RESOLUTION                                                                                      For               Against                                Abstain
 1.                          To consider and approve the Remuneration of the Directors of the Seventh     12,271,521,495    5,530,300                              1,184,800
                             Session of the board (the "Board") of directors (the "Director(s)") of the

                             Company.                                                                     (99.9453%)        (0.0450%)                              (0.0096%)
 As more than 50% of the votes were cast in favour of the above resolution, the
 resolution was duly passed as an ordinary resolution.
                                                                                                                            Number of votes as a percentage of the valid voting rights present at the

                 meeting (%)
 ORDINARY RESOLUTIONS (BY WAY OF CUMULATIVE VOTING)                                                       Number of votes
 2.00                        To consider and approve the election of non- independent Directors of the
                             seventh session of the

                             Board:
 2.01                        To consider and approve the election of Mr. Ma                               12,205,478,318    99.4074%

                             Chongxian as an executive Director of the seventh session of the Board;
 2.02                        To consider and approve the election of Mr. Wang Mingyuan as an executive    12,265,639,386    99.8974%
                             Director of the seventh session of the Board;
 2.03                        To consider and approve the election of Mr. Cui Xiaofeng as a non-executive  12,262,088,914    99.8685%
                             Director of the seventh session of the Board;
 2.04                        To consider and approve the election of Mr. Patrick                          12,229,638,876    99.6042%

                             Healy as a non-executive Director of the seventh session of the Board.

                                                                                                                                Number of votes as a percentage of the valid voting rights present at the

                 meeting (%)
 ORDINARY RESOLUTIONS (BY WAY OF CUMULATIVE VOTING)                                                           Number of votes
 3.00                        To consider and approve the election of independent

                             non-executive Directors of the seventh session of the Board:
 3.01                        To consider and approve the election of Mr. Xu Niansha as an independent         12,268,200,845    99.9183%
                             non-executive Director of the seventh session of the Board;
 3.02                        To consider and approve the election of Mr. He Yun as an independent             12,251,531,971    99.7825%
                             non-executive Director of the seventh session of the Board;
 3.03                        To consider and approve the election of Ms. Winnie                               12,090,570,848    98.4716%

                             Tam Wan-chi as an independent non-executive Director of the seventh session of
                             the Board;
 3.04                        To consider and approve the election of Mr. Gao Chunlei as an independent        12,268,384,491    99.9198%
                             non-executive Director of the seventh session of the Board.
 As more than 50% of the votes were cast in favour of the above resolutions,
 the resolutions were duly passed as ordinary resolutions.

 

Deloitte Touche Tohmatsu, the auditor of the Company, acted as the scrutineer
for the vote-taking at the EGM 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.

 

APPOINTMENT OF CHAIRMAN AND VICE CHAIRMAN OF THE BOARD AND CHANGE OF BOARD COMMITTEE MEMBERS

 

The meeting of the seventh session of the Board held on 25 February 2025
resolved that:

 

1.       Mr. Ma Chongxian was elected as the chairman of the seventh
session of the Board;

  2. Mr. Wang Mingyuan was elected as the vice chairman of the seventh session of the Board;

 

3.       Mr. Gao Chunlei, Mr. Xu Niansha, Mr. He Yun and Ms. Winnie Tam
Wan-chi were appointed as members of the Audit and Risk Management Committee
(the Supervision Committee);

 

4.       Mr. Ma Chongxian, Mr. Xu Niansha and Mr. He Yun were appointed
as members of the Strategy and Investment Committee;

 

5.       Mr. Ma Chongxian, Mr. He Yun, Ms. Winnie Tam Wan-chi and Mr.
Gao Chunlei were appointed as members of the Nomination Committee;

 

6.       Mr. Xu Niansha, Mr. He Yun and Mr. Gao Chunlei were appointed
as members of the Remuneration and Appraisal Committee; and

 

7.       Mr. Wang Mingyuan, Mr. Xu Niansha and Mr. Ma Chongxian were
appointed as the members of the Aviation Safety Committee.

 

At the relevant Board committee meetings held on 25 February 2025, Mr. Gao
Chunlei was elected as the chairman of the Audit and Risk Management Committee
(the Supervision Committee), Mr. Ma Chongxian was elected as the chairman of
the Strategy and Investment Committee, Mr. Ma Chongxian was elected as the
chairman of the Nomination Committee, Mr. Xu Niansha was elected as the
chairman of the Remuneration and Appraisal Committee and Mr. Wang Mingyuan was
elected as the chairman of the Aviation Safety Committee.

 

ELECTION OF EMPLOYEE REPRESENTATIVE DIRECTOR

 

Recently, Mr. Xiao Peng ("Mr. Xiao") was elected to serve as the employee
representative Director of the Company at the thirteenth meeting of the third
session of the employee representatives congress. Mr. Xiao will continue to
serve as the employee representative Director until the expiry of term of
office of the seventh session of the Board.

 

The biographical details of Mr. Xiao are set out below:

 

Mr. Xiao Peng, aged 59, graduated from Civil Aviation College of China
majoring in maintenance of aircraft engine under the department of aviation
machinery. He started his career in the civil aviation industry in August
1988. He has been serving as the chairman of the labor union of CNAHC and the
chairman of the labor union and Chief Engineer of the Company since November
2022, as well as the employee representative director of CNAHC and the
employee representative Director of the Company since March 2023.

 

Save as disclosed above and as at the date of this announcement, Mr. Xiao has
no relationship with the Directors, senior management, substantial
Shareholder(s) or controlling Shareholder(s) of the Company and has no
interest in any shares (as defined under Part XV of the Securities and Futures
Odinance) of the Company. As at the date of this announcement, save as
disclosed above, Mr. Xiao held no other positions in the Company or any of its
subsidiaries, nor directorships in any other public listed companies in the
last three years.

The Company will enter into a service contract with Mr. Xiao. Mr. Xiao will
not receive any remuneration for serving as a director of the Company.

Saved as disclosed above, the Company is not aware of any matters in relation
to the appointment of Mr. Xiao that need to be brought to the attention of the
Shareholders nor any other information that is required to be disclosed
pursuant to Rules 13.51(2)(h) to (v) of the Hong Kong Listing Rules.

COMPLIANCE WITH RULES 3.21 AND 3.27A OF THE HONG KONG LISTING RULES

References are made to the announcements of the Company dated 30 August 2024
and 27 December 2024. Immediately following the election of Directors of the
seventh session of the Board and the change of the Board committee members as
disclosed in this announcement, the Company has fully complied with the
requirements as set out in Rules 3.21 and 3.27A of the Hong Kong Listing
Rules.

By Order of the Board

Air China Limited

Xiao Feng  Huen Ho Yin

Joint Company Secretaries

 

              Beijing, the PRC, 25 February 2025

 As at the date of this announcement, the directors of the Company are Mr. Ma
Chongxian, Mr. Wang Mingyuan, Mr. Cui Xiaofeng, Mr. Patrick Healy, 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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