Last checked at 30 May 2023 07:00
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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:
ORDINARY RESOLUTIONS | Votes for Shareholders | |||
For | Against | Abstain | ||
1. | the resolution on the 2022 work report of the Board | 11,806,109,392 | 16,314,645 | 1,697,069 |
(99.8477%) | (0.1379%) | (0.0144%) | ||
2. | the resolution on the 2022 work report of the supervisory | 11,806,109,392 | 16,314,645 | 1,697,069 |
committee | (99.8477%) | (0.1379%) | (0.0144%) | |
3. | the resolution on the financial reports 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 proposal for the year | 11,823,948,031 | 84,900 | 88,175 |
2022 | (99.9986%) | (0.0007%) | (0.0007%) | |
5. | the resolution on the unrecovered 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 | ||||
6. | the resolution on the re-appointment 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%) | |
7. | the resolution on the entering into 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 | ||||
8. | the resolution on the entering into 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 | ||||
ORDINARY RESOLUTIONS | Votes for Shareholders | |||
For | Against | Abstain | ||
9. | the resolution on the entering into 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 | ||||
10. | the resolution on the entering into 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. | ||||
SPECIAL RESOLUTION | Votes for Shareholders | |||
For | Against | Abstain | ||
11. | the resolution on the grant of mandate 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