TIDMAIRC
RNS Number : 5761X
Air China Ld
20 December 2019
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.
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 CHANGE OF CHAIRMAN
OF THE SUPERVISORY COMMITTEE
POLL RESULTS OF THE EGM
References are made to the circular (the "Circular") and the
notice (the "Notice") of the EGM dated 4 November 2019 and the
supplemental notice (the "Supplemental Notice") of the EGM dated 4
December 2019 of Air China Limited (the "Company"), containing
details of the resolutions proposed at the EGM. Unless otherwise
indicated, capitalised terms used in this announcement shall have
the same meanings as those defined in the Circular and the
Supplemental Notice.
The Board is pleased to announce that the proposed resolutions
set out in the Notice and the Supplemental Notice were duly passed
by the Shareholders by way of poll at the EGM held on Thursday, 19
December 2019 at The Conference Room C713, No. 30, Tianzhu Road,
Airport Industrial Zone, Shunyi District, Beijing, the PRC.
As at the date of the EGM, the number of total issued shares of
the Company was 14,524,815,185 shares. Shareholders and authorized
proxies holding an aggregate of 11,834,269,987 shares, representing
81.4762% of the total issued shares of the Company were present at
the EGM.
CNAHC, CNACG, Cathay Pacific and its associates have material
interests in resolution no. 1 proposed at the EGM and are required
to abstain, and have abstained, from voting on this resolution.
CNAHC and CNACG have material interests in resolution no. 2
proposed at the EGM and are required to abstain, and have
abstained, from voting on this resolution. As at the date of the
EGM, CNAHC and CNACG held an aggregate of 7,508,571,617 shares of
the Company, whereas Cathay Pacific and its associates held an
aggregate of 2,633,725,455 shares of the Company. Accordingly, the
total number of shares entitling the holders to attend and vote on
resolution no.1 was 4,382,518,113 shares, the total number of
shares entitling the holders to attend and vote on resolution no.2
was 7,016,243,568 shares, and the total number of shares entitling
the holders to attend and vote on resolutions no.3 and no.4 was
14,524,815,185 shares.
Save as disclosed above, there were no shares the holder of
which is required under the Hong Kong Listing Rules to abstain from
voting on the proposed resolutions at the EGM. There were no shares
entitling the holder to attend and abstain from voting in favour of
the proposed resolutions at the EGM as set out in Rule 13.40 of the
Hong Kong Listing Rules. No parties have stated their intention in
the Circular or the Supplemental Notice to vote against the
resolutions proposed at the EGM or to abstain from voting.
The poll results in respect of the resolutions proposed at the
EGM were as follows:
Votes of Shareholders
ORDINARY RESOLUTIONS For Against Abstain
---------------- --------------- --------------
To consider and approve the framework
agreement entered into between the
Company and Air China Cargo on 30 October
2019, the transactions contemplated
thereunder and the annual caps for
the three years ending 31 December
1. 2022. 1,788,250,054 48,000 6,688,861
(99.6247%) (0.0027%) (0.3726%)
--------------------------------------------- ---------------- --------------- --------------
2. To consider and approve the framework 4,422,005,509 18,000 6,688,861
agreement entered into between the
Company and CNACG on 30 October 2019,
the transactions contemplated thereunder
and the annual caps for the three years
ending 31 December 2022.
(99.8486%) (0.0004%) (0.1510%)
--------------------------------------------- ---------------- --------------- --------------
To consider and approve the appointment
of Mr. Patrick Healy as a non-executive
director of the fifth session of the
3. Board of the Company. 11,752,473,857 74,772,809 7,023,321
(99.3088%) (0.6318%) (0.0593%)
--------------------------------------------- ---------------- --------------- --------------
To consider and approve the appointment
of Mr. Zhao Xiaohang as a supervisor
of the fifth session of the Supervisory
4. Committee of the Company. 11,712,824,068 114,260,598 7,151,321
(98.9741%) (0.9655%) (0.0604%)
--------------------------------------------- ---------------- --------------- --------------
As more than 50% of the votes were cast in favour of the above resolutions,
these resolutions were duly passed as ordinary resolutions.
Deloitte Touche Tohmatsu, the auditor of the Company, has 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.
CHANGE OF CHAIRMAN OF THE SUPERVISORY COMMITTEE
The supervisory committee of the Company (the "Supervisory
Committee") recently received the resignation letter from Mr. Wang
Zhengang, chairman of the Supervisory Committee of the Company. Due
to his retirement, Mr. Wang Zhengang resigned from the positions as
a shareholder representative supervisor of the Company and the
chairman of the Supervisory Committee with effect from 19 December
2019. Mr. Wang Zhengang has confirmed that he has no disagreement
with the Board and the Supervisory Committee, and there is no other
matter in relation to his resignation that needs to be brought to
the attention of the shareholders of the Company and the
Supervisory Committee. The resignation of Mr. Wang Zhengang did not
result in the number of members of the Supervisory Committee
falling below the statutory minimum requirement, and will not
affect the operation of the Supervisory Committee.
Mr. Zhao Xiaohang has been appointed as the shareholder
representative supervisor of the Company at the EGM, and has been
elected as the chairman of the Supervisory Committee of the Company
on 19 December 2019 by the Supervisory Committee. For the
biographical details and other information of Mr. Zhao Xiaohang,
please refer to the Supplemental Notice and the announcement dated
6 December 2019 of the Company.
The Supervisory Committee would like to take this opportunity to
express its sincere appreciation to Mr. Wang Zhengang for his
contribution during his tenure of office.
Beijing, the PRC, 19 December 2019
As at the date of this announcement, the directors of the
Company are Mr. Cai Jianjiang, Mr. Song Zhiyong, Mr. Cao Jianxiong,
Mr. Xue Yasong, Mr. Patrick Healy, Mr. Wang Xiaokang*, Mr. Liu
Deheng*, Mr. Stanley Hui Hon-chung* and Mr. Li Dajin*.
* Independent non-executive director of the Company
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of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ROMKMMZZMGZGLZG
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