TIDMAIRC
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.
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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