Air China Regulatory News (AIRC)

31 May 2007 07:04

Air China Ld31 May 2007 AIR CHINA LIMITED (a joint stock limited company incorporated in the People's Republic of China with limited liability) (Stock Code: 753) Announcement of the Resolutions Passed at the Annual General Meeting The Board of the Company is pleased to announce the results of the resolutionspassed at the AGM of the Company held on 30 May 2007. At the annual general meeting of Air China Limited (the "Company") for theyear ended 31 December 2006 held on 30 May 2007 (the "AGM"), the chairman ofthe AGM demanded that voting be made by poll on all the proposed resolutions.The total number of shares of the Company entitling the holder to attend andvote for or against the proposed resolutions at the AGM was 12,251,362,273. Thetotal number of shares of the Company present at the AGM was 9,048,381,742including shares represented by proxies. There were no restrictions on anyshareholder's ability to cast his/her votes on any of the followingresolutions at the AGM. All resolutions were approved by shareholders and thevoting details are as follows: Votes of Shareholders ORDINARY RESOLUTIONS For Against 1. To consider and approve the report of the Board of Directors of 9,018,213,136 42,000 the Company for the year 2006. (99.67%) 2. To consider and approve the report of the Supervisory Committee 9,018,213,136 42,000 of the Company for the year 2006. (99.67%) 3. To consider and approve the audited consolidated financial 9,021,085,136 42,000 statements of the Company for the year 2006 prepared under the Accounting Standards and Accounting System for Enterprises of (99.70%) the PRC and International Financial Reporting Standards. 4. To consider and approve the profit distribution proposal and the 9,048,339,742 42,000 dividends distribution proposal for the year 2006 as recommended by the Board of Directors of the Company and to authorize the (99.99%) Board of Directors to implement such proposals. 5. To consider and approve the appointment of Ernst & Young as the 9,048,339,742 42,000 Company's international auditors and Ernst & Young Hua Ming CPAs Limited Company as the Company's domestic auditors for (99.99%) the year ending 31 December 2007 and to authorise the management of the Company to discuss with them in relation to engagement contracts and remunerations. As more than 50% of the votes were cast in favour of the above resolutions, the resolutions wereduly passed as ordinary resolutions. Votes of Shareholders SPECIAL RESOLUTIONS For Against 6A. To authorise the Board of Directors of the Company to exercise 8,719,244,262 329,137,480 the powers to allot, issue and deal with additional shares of the Company and to make or grant offers, agreements and option (96.36%) which might require the exercise of such powers in connection with not exceeding 20% of each of the existing Domestic Shares and H Shares in issue at the date of passing this resolution. 6B. To authorise the Board of Directors of the Company to increase 8,722,118,262 326,263,480 the registered capital of the Company to reflect the issue of shares authorised under special resolution 6A, and to make such (96.39%) appropriate and necessary amendments to the Articles of Association of the Company as they think fit to reflect such increases in the registered capital of the Company and to take any other action and complete any formality required to effect such increase of the registered capital of the Company. 6C. To approve the amendment of the Articles of Association of the 9,047,647,742 434,000 Company in respect of the business scope of the Company. (99.99%) As more than two-thirds of the votes were cast in favour of the aboveresolutions, the resolutions were duly passed as special resolutions. Tin Wha CPAs was the scrutineer for the vote-taking at the AGM. Payment of Final Dividends The Board wishes to inform shareholders that details of the payment of the finaldividends are as follows: The Company will pay a final dividend of RMB0.0492 per share (equivalent toHK$0.0497 per share) (inclusive of applicable tax) for the year ended 31December 2006. The payment shall be made to shareholders whose names appeared onthe register of members of the Company on 30 May 2007. According to the Articles of Association of the Company, dividends will bedenominated and declared in Renminbi. Dividends on domestic shares will be paidin Renminbi and dividends on non-H foreign shares and H shares will be paid inHong Kong dollars. The relevant exchange rate will be the mean of the averagerate of Renminbi to Hong Kong dollars as announced by the People's Bank ofChina for the week prior to the date of declaration of dividends by the AGM(RMB0.99071 equivalent to HK$1.00). The Company has appointed Bank of China (Hong Kong) Trustees Limited as thereceiving agent in Hong Kong (the "Receiving Agent") and will pay to suchReceiving Agent the final dividends declared for payment to holders of H shares.The final dividends will be paid by the Receiving Agent on or about 29 June2007. Relevant cheques will be dispatched on the same day to holders of H sharesentitled to receive such dividends by ordinary post and at their own risk. By Order of the Board Air China Limited Zheng Baoan Li Man Kit Joint Company Secretaries Beijing, the PRC, 31 May 2007 As at the date of this announcement, the Directors of the Company are Messrs LiJiaxiang, Kong Dong, Wang Shixiang, Yao Weiting, Christopher Dale Pratt, MaXulun, Cai Jianjiang, Fan Cheng, Hu Hung Lick, Henry*, Wu Zhipan*, Zhang Ke* andJia Kang*. * Independent non-executive Director of the Company This information is provided by RNS The company news service from the London Stock Exchange