REG - Air China Ld - POLL RESULTS OF EXTRAORDINARY GENERAL MEETING
17/12/2025 08:00
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RNS Number : 9195L Air China Ld 17 December 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
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, 16 December 2025, and the
resolutions proposed at the EGM were duly passed.
References are made to the circular of the Company dated 28 November 2025 (the
"Circular") and the notice of the EGM dated 28 November 2025 (the "Notice").
Unless otherwise specified herein, capitalized terms used in this announcement
shall have the same meanings as those defined in the Circular and 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, 16 December 2025 at The Conference Room C713, No. 30 Tianzhu
Road, Shunyi District, Beijing, the PRC. Except for Mr. Cui Xiaofeng and Mr.
Xiao Peng who did not attend the EGM due to business arrangements, all the
other Directors of the Company attended the EGM.
RESULTS OF THE EGM
As at the date of the EGM, the total number of issued shares of the Company
was 17,448,421,000 Shares. Shareholders and authorized proxies holding an
aggregate of 13,259,232,946 Shares were present at the EGM.
CNAHC and CNACG have material interests in the Issuance of A Shares to
Specific Investors. Therefore, CNAHC and CNACG were required to abstain, and
have abstained, from voting on resolutions No. 2, No. 3, No. 4, No. 5, No. 6
and No. 10. As at the date of the EGM, CNAHC and CNACG, in aggregate, held
9,370,724,929 shares of the Company. Accordingly, at the EGM, the
total number of Shares entitling the holders to attend and vote on
resolutions No. 2, No. 3, No. 4, No. 5, No. 6 and No. 10 were 8,077,696,071
Shares; and the total number of Shares entitling the holders to attend and
vote on resolutions No. 1, No. 7, No. 8 and No. 9 were 17,488,421,000 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 EGM. 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 Circular 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:
Votes of Shareholders
RESOLUTIONS
For Against Abstain
1. To consider and approve the resolution in relation to the satisfaction of the 12,873,477,640 383,967,993 1,787,313
Company of the conditions for the Issuance of A Shares to Specific Investors.
97.0907% 2.8958% 0.0135%
2. To consider and approve the resolution in relation to the proposal of the N/A N/A N/A
Issuance of A Shares to Specific Investors by the Company in 2025.
2.1 type and par value of Shares issued 3,498,089,316 388,632,988 1,785,713
89.9597% 9.9944% 0.0459%
2.2 method and time of issuance 3,502,752,961 383,965,593 1,789,463
90.0796% 9.8744% 0.0460%
2.3 subscribers and method of subscription 3,502,723,261 383,985,593 1,799,163
90.0788% 9.8749% 0.0463%
2.4 issue price and pricing method 3,502,634,861 384,019,493 1,853,663
90.0766% 9.8757% 0.0477%
2.5 number of issuance 3,502,727,311 383,958,093 1,822,613
90.0790% 9.8741% 0.0469%
2.6 lock-up arrangement 3,502,721,111 383,943,293 1,843,613
90.0788% 9.8738% 0.0474%
2.7 listing venue 3,548,470,203 338,177,501 1,860,313
91.2554% 8.6968% 0.0478%
2.8 arrangement relating to the accumulated undistributed profits prior to the 3,502,833,011 383,932,693 1,742,313
Issuance
90.0817% 9.8735% 0.0448%
2.9 amount and use of proceeds 3,513,705,934 372,989,170 1,812,913
90.3613% 9.5921% 0.0466%
Votes of Shareholders
RESOLUTIONS
For Against Abstain
2.10 validity period of the resolution on the Issuance 3,502,710,611 383,984,793 1,812,613
90.0785% 9.8749% 0.0466%
3. To consider and approve the resolution in relation to the preliminary 3,502,682,711 384,018,193 1,807,113
proposal of the Issuance of A Shares to Specific Investors by the Company in
2025. 90.0778% 9.8757% 0.0465%
4. To consider and approve the resolution in relation to the discussion and 3,502,670,511 384,024,593 1,812,913
analysis report on the proposal of the Issuance of A Shares to Specific
Investors by the Company in 2025. 90.0775% 9.8759% 0.0466%
5. To consider and approve the resolution in relation to the feasibility analysis 3,513,671,834 373,029,070 1,807,113
report on the use of proceeds from the Issuance of A Shares to Specific
Investors by the Company in 2025. 90.3604% 9.5931% 0.0465%
6. To consider and approve the resolution in relation to the related (connected) 3,502,652,711 384,011,393 1,843,913
transaction concerning the entering into of the conditional A share
subscription agreement with specific investors by the Company. 90.0771% 9.8755% 0.0474%
7. To consider and approve the resolution in relation to the report on use of 12,930,168,055 327,226,778 1,838,113
proceeds from previous fund-raising activities of the Company.
97.5182% 2.4679% 0.0139%
8. To consider and approve the resolution in relation to the dilution of the 12,873,546,090 383,950,343 1,736,513
Company's current return by the Issuance of Shares to Specific Investors in
2025, the remedial measures and the undertakings made by the relevant entities 97.0912% 2.8957% 0.0131%
in respect of such measures.
9. To consider and approve the resolution in relation to the future plan of the 12,930,949,800 326,545,733 1,737,413
Company for dividend returns to the Shareholders for the coming three years
(2025 - 2027). 97.5241% 2.4628% 0.0131%
10. To consider and approve the resolution in relation to the authorization by the 3,548,502,753 338,200,601 1,804,663
Shareholders' meeting to the Board and its authorized person(s) to proceed
with relevant matters in respect of the Issuance of Shares to Specific 91.2562% 8.6974% 0.0464%
Investors by the Company in their sole discretion.
As more than half of the votes were cast in favour of the above resolutions
No, 1, No. 7, No. 8 and No. 9, these resolutions were duly passed as ordinary
resolutions.
As more than two-thirds of the votes were cast in favour of the above
remaining resolutions, these resolutions were duly passed as special
resolutions.
KPMG, Certified Public Accountants, acted as the scrutineer for the
vote-taking at the EGM. 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.
By Order of the Board
Air China Limited
Xiao Feng
Company Secretary
Beijing, the PRC, 16 December 2025
As at the date of this announcement, the directors of the Company are Mr. Liu
Tiexiang, 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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