Last checked at 29 May 2018 07:00
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中國國際航空股份有限公司
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 2017 ANNUAL GENERAL MEETING
The board of directors (the "Board") of Air China Limited (the "Company") is pleased to announce the results of the resolutions passed at the annual general meeting of the Company for the year ended 31 December 2017 held on 25 May 2018 (the "AGM").
Reference is made to the circular of the Company dated 4 April 2018 (the "Circular") and the notice of the AGM dated 4 April 2018 (the "Notice") containing details of the resolutions tabled at the AGM. Unless otherwise indicated, 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 on Friday, 25 May 2018 at The Conference Room C713, No. 30, Tianzhu Road, Airport Industrial Zone, Shunyi District, Beijing, PRC.
RESULTS OF THE AGM
As at the date of the AGM, the number of total issued shares of the Company was 14,524,815,185. Shareholders and authorized proxies holding an aggregate of 11,030,253,613 shares, representing 75.9408% of the total issued share capital of the Company were present at the AGM.
CNAHC, the controlling shareholder of the Company, and CNACG, the wholly-owned subsidiary of CNAHC, have a material interest in the ordinary resolution no. 6 proposed at the AGM and are required to abstain, and save as disclosed below, have abstained from voting on this ordinary resolution. Due to inadvertent mistake, 100 million H shares beneficially owned by CNACG were voted "abstain" for the ordinary resolution no. 6. According to the articles of association of the Company, the 100 million H shares voted "abstain" were not counted in the results. As at the date of the AGM, CNAHC and CNACG held an aggregate of 7,508,571,617 shares of the Company. Accordingly, the total number of shares entitling the holders to attend and vote for or against resolution no. 6 was 7,016,243,568 shares, and the total number of shares entitling the holders to attend and vote for or against other resolutions 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 resolutions proposed at the AGM. There were no shares entitling the holder to attend and abstain from voting in favour of the resolutions proposed at the AGM 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 AGM or to abstain from voting.
The poll results in respect of the resolutions proposed at the AGM were as follows:
ORDINARY RESOLUTIONS | Votes for Shareholders | |||
For | Against | Abstain | ||
1. | To consider and approve the 2017 work report of the Board of the Company. | 11,028,340,106 | 749,507 | 1,164,000 |
(99.9827%) | (0.0068%) | (0.0106%) | ||
2. | To consider and approve the 2017 work report of the supervisory committee of the Company. | 11,028,340,106 | 749,507 | 1,164,000 |
(99.9827%) | (0.0068%) | (0.0106%) | ||
3. | To consider and approve the audited consolidated financial statements of the Company for the year 2017 prepared under the PRC Accounting Standards and the International Financial Reporting Standards. | 11,028,340,106 | 749,507 | 1,164,000 |
(99.9827%) | (0.0068%) | (0.0106%) | ||
4. | To consider and approve the profit distribution proposal for the year 2017 as recommended by the Board. | 11,029,987,333 | 14,280 | 252,000 |
(99.9976%) | (0.0001%) | (0.0023%) | ||
5. | To consider and approve the re-appointment of Deloitte Touche Tohmatsu as the Company's international auditor and Deloitte Touche Tohmatsu Certified Public Accountants LLP as the Company's domestic auditor and internal control auditor respectively for the year ending 31 December 2018 and to authorise the audit and risk management committee of the Board to determine their remunerations for the year 2018. | 11,029,987,333 | 14,280 | 252,000 |
(99.9976%) | (0.0001%) | (0.0023%) | ||
ORDINARY RESOLUTIONS | Votes for Shareholders | |||
For | Against | Abstain | ||
6. | To consider and approve the entry into of the 2018-2019 aircraft finance lease service framework agreement dated 27 March 2018 between the Company and China National Aviation Corporation (Group) Limited as well as the transactions contemplated thereunder and the proposed maximum transaction amounts for the period from 1 June 2018 to 31 December 2018 and for the financial year ending 31 December 2019, being US$1,046.59 million and US$1,492.03 million respectively. | 3,524,415,716 (99.9924%) | 14,280 (0.0004%) | 252,000 (0.0071%) |
As more than 50% of the votes were cast in favour of the above resolutions, the resolutions were duly passed as ordinary resolutions. | ||||
SPECIAL RESOLUTION | Votes for Shareholders | |||
For | Against | Abstain | ||
7. | To consider and approve the resolution in relation to the grant of a general mandate to the Board to issue debt financing instruments. | 10,566,798,820 (95.7983%) | 460,254,793 (4.1727%) | 3,200,000 (0.0290%) |
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 was the scrutineer for the vote-taking at the AGM.
The Shareholders approved the profit distribution proposal and declaration of a final dividend of RMB1.1497 (including tax) per ten shares (equivalent to HK$1.4189 per ten shares) for the year ended 31 December 2017. The amount of Hong Kong dollars payable shall be calculated on the basis of the average of the middle rate of Renminbi to Hong Kong dollars as announced by the People's Bank of China for the calendar week prior to the declaration of the final dividend for the year ended 31 December 2017 at the AGM (RMB0.81026 equivalent to HK$1.00). The Company will make further announcement on details of the payment of such dividends as and when appropriate.
By order of the Board
Air China Limited
Zhou Feng Tam Shuit Mui
Joint Company Secretaries
Beijing, the PRC, 25 May 2018
As at the date of this announcement, the directors of the Company are Mr. Cai Jianjiang, Mr. Song Zhiyong, Mr. John Robert Slosar, Mr. Xue Yasong, Mr. Wang Xiaokang*, Mr. Liu Deheng*, Mr. Stanley Hui Hon-chung* and Mr. Li Dajin*.
* Independent non-executive director of the Company