Last checked at 22 Oct 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 EXTRAORDINARY GENERAL MEETING
Reference is made to the circular (the "Circular") and the notice (the "Notice") of the Company dated 4 September 2018 containing details of the resolutions proposed at the EGM. 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 proposed resolutions set out in the Notice were duly passed by the Shareholders by way of poll at the EGM held on Friday, 19 October 2018 at The Conference Room C713, No. 30, Tianzhu Road, Airport Industrial Zone, Shunyi District, Beijing, the PRC.
RESULTS OF THE EGM
As at the date of the EGM, the number of total issued shares of the Company was 14,524,815,185 shares. Shareholders and authorized proxies holding an aggregate of 11,886,670,594 shares, representing 81.8370% of the total issued share capital of the Company were present at the EGM.
CNAHC, the controlling shareholder of the Company, and CNACG, the wholly-owned subsidiary of CNAHC, have a material interest in resolution no. 1 proposed at the EGM and are required to abstain, and have abstained, from voting on this resolution. As at the date of the EGM, 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.1 was 7,016,243,568 shares, and the total number of shares entitling the holders to attend and vote for or against resolution no.2 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 proposed resolutions at the EGM. There were no shares entitling the holder to attend and abstain from voting in favour of the proposed resolutions at the EGM 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 EGM or to abstain from voting.
The poll results in respect of the resolutions proposed at the EGM were as follows:
ORDINARY RESOLUTION | Votes for Shareholders | |||
For | Against | Abstain | ||
1. | To consider and approve the share transfer agreement dated 30 August 2018 entered into between the Company and China National Aviation Capital Holding Co., Ltd. and the transactions contemplated thereunder (details of this resolution are set out in the Notice). | 4,380,787,637 (99.9929%) | 36,440 (0.0008%) | 274,900 (0.0063%) |
As more than 50% of the votes were cast in favour of the above resolution, this resolution was duly passed as an ordinary resolution. | ||||
SPECIAL RESOLUTION | Votes for Shareholders | |||
For | Against | Abstain | ||
2. | To consider and approve the amendments to the articles of association of the Company as set out in Appendix II of the circular of the Company dated 4 September 2018. | 11,886,357,254 (99.9974%) | 38,240 (0.0003%) | 275,100 (0.0023%) |
As more than two-thirds of the votes were cast in favour of the above resolution, this resolution was duly passed as a special resolution. | ||||
Deloitte Touche Tohmatsu was the scrutineer for the vote-taking at the EGM.
By order of the Board
Air China Limited
Zhou Feng Tam Shuit Mui
Joint Company Secretaries
Beijing, the PRC, 19 October 2018
As at the date of this announcement, the directors of the Company are Mr. Cai Jianjiang, Mr. Song Zhiyong, Mr. Xue Yasong, Mr. John Robert Slosar, Mr. Wang Xiaokang*, Mr. Liu Deheng*, Mr. Stanley Hui Hon-chung* and Mr. Li Dajin*.
* Independent non-executive director of the Company