TIDMAIRC
RNS Number : 8846A
Air China Ld
29 May 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 2022 ANNUAL GENERAL MEETING
Reference is made to the circular of Air China Limited (the
"Company") dated 3 May 2023 (the "Circular") and the notice of the
AGM dated 3 May 2023 (the "Notice") containing details of the
resolutions tabled at the AGM. Unless otherwise stated 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 resolutions set out in
the Notice were duly passed by the Shareholders by way of poll at
the AGM held at 11:00 a.m. on Thursday, 25 May 2023 at The
Conference Room C713, No. 30, Tianzhu Road, Airport Industrial
Zone, Shunyi District, Beijing, the PRC. Except for Mr. Feng Gang,
Mr. Li Fushen and Mr. Xu Junxin who did not attend the AGM due to
business arrangements, all other Directors attended the AGM.
RESULTS OF THE AGM
As at the date of the AGM, the number of total issued shares of
the Company was 16,200,792,838 shares. Shareholders and authorised
proxies holding an aggregate of 11,824,121,106 shares, representing
72.9848% of the total issued shares with voting rights of the
Company, were present at the AGM.
CNAHC and CNACG have a material interest in resolutions no. 7, 8
and 10 proposed at the AGM, and are required to abstain, and have
abstained, from voting on the resolutions. As at the date of the
AGM, CNAHC and CNACG held an aggregate of 8,123,096,767 shares of
the Company. Accordingly, the total number of shares entitling the
holders to attend and vote on resolutions no. 7, 8 and 10 was
8,077,696,071 shares.
CNAHC, CNACG and Cathay Pacific have a material interest in
resolution no. 9 proposed at the AGM, and are required to abstain,
and have abstained, from voting on the resolution. As at the date
of the AGM, CNAHC, CNACG and Cathay Pacific held an aggregate of
10,756,822,222 shares of the Company. Accordingly, the total number
of shares entitling the holders to attend and vote on resolution
no. 9 was 5,443,970,616 shares.
The total number of shares entitling the holders to attend and
vote on the other resolutions was 16,200,792,838 shares.
Save as disclosed above, there was no share the holder of which
is required under the Hong Kong Listing Rules to abstain from
voting on any resolution proposed at the AGM. There was no share
entitling the holder to attend and abstain from voting in favour of
any resolution 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 any resolution proposed
at the AGM or to abstain from voting.
The poll results in respect of the resolutions proposed at the
AGM were as follows:
Votes for Shareholders
ORDINARY RESOLUTIONS For Against Abstain
------------------ -------------- ------------
the resolution on the 2022 work report
1. of the Board 11,806,109,392 16,314,645 1,697,069
(99.8477%) (0.1379%) (0.0144%)
------------------------------------------ ------------------ -------------- ------------
the resolution on the 2022 work report
2. of the supervisory 11,806,109,392 16,314,645 1,697,069
committee (99.8477%) (0.1379%) (0.0144%)
------------------------------------------ ------------------ -------------- ------------
the resolution on the financial reports
3. for the year 2022 11,801,291,472 21,132,565 1,697,069
(99.8069%) (0.1787%) (0.0144%)
------------------------------------------ ------------------ -------------- ------------
4. the resolution on the profit distribution 11,823,948,031 84,900 88,175
proposal for the year
2022 (99.9986%) (0.0007%) (0.0007%)
------------------------------------------ ------------------ -------------- ------------
the resolution on the unrecovered
5. losses of the Company 11,823,151,944 105,600 863,562
exceeding one-third of the total
amount of its paid-up share (99.9918%) (0.0009%) (0.0073%)
capital
------------------------------------------ ------------------ -------------- ------------
the resolution on the re-appointment
6. of international auditor, 11,821,218,930 2,114,001 788,175
domestic auditor and internal control
auditor for the year 2023 (99.9755%) (0.0178%) (0.0067%)
------------------------------------------ ------------------ -------------- ------------
the resolution on the entering into
7. of the new Continuing 3,449,345,931 251,590,233 88,175
Related Transactions Framework Agreement
on Financial (93.1998%) (6.7978%) (0.0024%)
Services between the Company and
CNAF and the
application for the annual caps of
the transactions thereunder
for the years from 2023 to 2026
------------------------------------------ ------------------ -------------- ------------
the resolution on the entering into
8. of the new Continuing 3,446,436,579 254,499,585 88,175
Related Transactions Framework Agreement
on Financial (93.1212%) (6.8764%) (0.0024%)
Services between CNAHC and CNAF and
the application for
the annual caps of the transactions
thereunder for the years
from 2023 to 2026
------------------------------------------ ------------------ -------------- ------------
Votes for Shareholders
ORDINARY RESOLUTIONS For Against Abstain
------------------ -------------- ------------
the resolution on the entering into
9. of the new Continuing 812,711,124 254,499,585 88,175
Related Transactions Framework Agreement
on Financial (76.1465%) (23.8452%) (0.0083%)
Services between Air China Cargo
and CNAF and the
application for the annual caps of
the transactions thereunder
for the years from 2023 to 2026
-------------------------------------------- ------------------ -------------- ------------
the resolution on the entering into
10. of the Continuing Related 3,409,270,994 291,665,170 88,175
Transactions Framework Agreement
on Trademark License (92.1170%) (7.8806%) (0.0024%)
between the Company and CNAHC
-------------------------------------------- ------------------ -------------- ------------
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
------------------ -------------- ------------
the resolution on the grant of mandate
11. to the Board of the 11,622,141,973 201,815,571 163,562
Company to issue debt financing instruments (98.2918%) (1.7068%) (0.0014%)
-------------------------------------------- ------------------ -------------- ------------
As more than two-thirds of the votes were cast in favour of the above
resolution, the resolution was duly passed as a special resolution.
Zhongxinghua Certified Public Accountants LLP acted as the
scrutineer for the vote-taking at the AGM and compared the poll
results summary to poll forms collected and provided by the
Company.
By order of the Board
Air China Limited
Huang Bin Huen Ho Yin
Joint Company Secretaries
Beijing, the PRC, 25 May 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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