Last checked at 20 Dec 2019 07:00
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 howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
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 CHANGE OF CHAIRMAN OF THE SUPERVISORY COMMITTEE
POLL RESULTS OF THE EGM
References are made to the circular (the "Circular") and the notice (the "Notice") of the EGM dated 4 November 2019 and the supplemental notice (the "Supplemental Notice") of the EGM dated 4 December 2019 of Air China Limited (the "Company"), 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 and the Supplemental Notice.
The Board is pleased to announce that the proposed resolutions set out in the Notice and the Supplemental Notice were duly passed by the Shareholders by way of poll at the EGM held on Thursday, 19 December 2019 at The Conference Room C713, No. 30, Tianzhu Road, Airport Industrial Zone, Shunyi District, Beijing, the PRC.
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 11,834,269,987 shares, representing 81.4762% of the total issued shares of the Company were present at the EGM.
CNAHC, CNACG, Cathay Pacific and its associates have material interests in resolution no. 1 proposed at the EGM and are required to abstain, and have abstained, from voting on this resolution. CNAHC and CNACG have material interests in resolution no. 2 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, whereas Cathay Pacific and its associates held an aggregate of 2,633,725,455 shares of the Company. Accordingly, the total number of shares entitling the holders to attend and vote on resolution no.1 was 4,382,518,113 shares, the total number of shares entitling the holders to attend and vote on resolution no.2 was 7,016,243,568 shares, and the total number of shares entitling the holders to attend and vote on resolutions no.3 and no.4 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 or the Supplemental Notice 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 RESOLUTIONS | Votes of Shareholders | |||
For | Against | Abstain | ||
1. | To consider and approve the framework agreement entered into between the Company and Air China Cargo on 30 October 2019, the transactions contemplated thereunder and the annual caps for the three years ending 31 December 2022. | 1,788,250,054 (99.6247%) | 48,000 (0.0027%) | 6,688,861 (0.3726%) |
2. | To consider and approve the framework agreement entered into between the Company and CNACG on 30 October 2019, the transactions contemplated thereunder and the annual caps for the three years ending 31 December 2022. | 4,422,005,509 (99.8486%) | 18,000 (0.0004%) | 6,688,861 (0.1510%) |
3. | To consider and approve the appointment of Mr. Patrick Healy as a non-executive director of the fifth session of the Board of the Company. | 11,752,473,857 (99.3088%) | 74,772,809 (0.6318%) | 7,023,321 (0.0593%) |
4. | To consider and approve the appointment of Mr. Zhao Xiaohang as a supervisor of the fifth session of the Supervisory Committee of the Company. | 11,712,824,068 (98.9741%) | 114,260,598 (0.9655%) | 7,151,321 (0.0604%) |
As more than 50% of the votes were cast in favour of the above resolutions, these resolutions were duly passed as ordinary resolutions. | ||||
Deloitte Touche Tohmatsu, the auditor of the Company, has acted as the scrutineer for the vote-taking at the EGM and compared the poll results summary to poll forms collected and provided by the Company. The work performed by Deloitte Touche Tohmatsu in this respect did not constitute an assurance engagement in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the Hong Kong Institute of Certified Public Accountants nor did it include provision of any assurance or advice on matters of legal interpretation or entitlement to vote.
CHANGE OF CHAIRMAN OF THE SUPERVISORY COMMITTEE
The supervisory committee of the Company (the "Supervisory Committee") recently received the resignation letter from Mr. Wang Zhengang, chairman of the Supervisory Committee of the Company. Due to his retirement, Mr. Wang Zhengang resigned from the positions as a shareholder representative supervisor of the Company and the chairman of the Supervisory Committee with effect from 19 December 2019. Mr. Wang Zhengang has confirmed that he has no disagreement with the Board and the Supervisory Committee, and there is no other matter in relation to his resignation that needs to be brought to the attention of the shareholders of the Company and the Supervisory Committee. The resignation of Mr. Wang Zhengang did not result in the number of members of the Supervisory Committee falling below the statutory minimum requirement, and will not affect the operation of the Supervisory Committee.
Mr. Zhao Xiaohang has been appointed as the shareholder representative supervisor of the Company at the EGM, and has been elected as the chairman of the Supervisory Committee of the Company on 19 December 2019 by the Supervisory Committee. For the biographical details and other information of Mr. Zhao Xiaohang, please refer to the Supplemental Notice and the announcement dated 6 December 2019 of the Company.
The Supervisory Committee would like to take this opportunity to express its sincere appreciation to Mr. Wang Zhengang for his contribution during his tenure of office.
Beijing, the PRC, 19 December 2019
As at the date of this announcement, the directors of the Company are Mr. Cai Jianjiang, Mr. Song Zhiyong, Mr. Cao Jianxiong, Mr. Xue Yasong, Mr. Patrick Healy, Mr. Wang Xiaokang*, Mr. Liu Deheng*, Mr. Stanley Hui Hon-chung* and Mr. Li Dajin*.
* Independent non-executive director of the Company