Air China Regulatory News (AIRC)

22 Dec 2009 14:54



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 whatsoever 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

Reference is made to the circular (the "Circular") of Air China Limited (the "Company") dated 6 November 2009. Unless otherwise specified in this announcement, terms used herein shall have the same meanings as defined in the Circular.

The board of directors of the Company (the "Board") is pleased to announce that all the proposed resolutions set out in the notice convening the EGM contained in the Circular were duly passed by the shareholders of the Company by way of poll at the EGM held on 22 December 2009 at The Conference Room, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC.

As stated in the notice of EGM, Shareholders whose names appear on the register of members of the Company at the close of business on 20 November 2009 were entitled to attend the EGM.

As at the date of this announcement, CNAHC is a substantial shareholder of the Company and CNAF is CNAHC's subsidiary. Accordingly, CNAHC and CNACG, which is CNAHC's wholly owned subsidiary, are required to abstain from voting on the resolutions in respect of the Financial Services Agreement. In addition, CNAHC and CNACG are also required to abstain from voting on the resolution in respect of the Construction Project Management Agreement, the Advertising Services Framework Agreement, the Properties Leasing Agreement, the Tourism Cooperation Agreement, the Sales Agency Services Framework Agreement, the Comprehensive Services Agreement and the Charter Flight Service Framework Agreement, respectively, which are required by the Listing Rules of Shanghai Stock Exchange to be approved by the Shareholders at the EGM.

Shareholders of the Company and authorized proxies holding an aggregate 9,272,141,886 shares (2,942,592,399 shares if excluding shares held by CNAHC and CNACG), entitling them to vote for or against the proposed resolutions at the EGM, were present at the EGM. The holding of the EGM was in compliance with the requirements of the Company Law of the People's Republic of China and the provisions of the articles of association of the Company. The EGM was chaired by Mr. Kong Dong, the chairman of the Company.

The poll results in respect of the proposed resolutions at the EGM were as follows:

Grant Thornton was the scruntineer for the vote-taking at the EGM.

By order of the Board

Air China Limited

Huang Bin   Tam Shuit Mui

Joint Company Secretaries

Beijing, 22 December 2009

As at the date of this announcement, the Directors of the Company are Mr. Kong Dong, Ms. Wang Yinxiang, Mr. Wang Shixiang, Mr. Cao Jianxiong, Mr. Christopher Dale Pratt, Mr. Chen Nan Lok, Philip, Mr. Cai Jianjiang, Mr. Fan Cheng, Mr. Hu Hung Lick, Henry*, Mr. Zhang Ke*, Mr. Jia Kang* and Mr. Fu Yang*.

* Independent non-executive Director of the Company