Last checked at 23 Dec 2015 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 EXTRAORDINARY GENERAL MEETING AND
CHANGE OF DIRECTORS
The board of directors (the "Board") of Air China Limited (the "Company") is pleased to announce the results of the resolutions passed at the extraordinary general meeting of the Company held on 22 December 2015 (the "EGM").
Reference is made to: (i) the circular of the Company dated 7 November 2015 (the "Circular"); (ii) the notice of the EGM dated 7 November 2015; and (iii) the supplemental notice of the EGM dated 8 December 2015, containing details of the resolutions tabled 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 all the proposed resolutions set out in the revised form of proxy for the EGM were duly passed by the Shareholders or Independent Shareholders (as the case may be) by way of poll at the EGM held on Tuesday, 22 December 2015 at The Conference Room One, 29/F, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC.
RESULTS OF THE EGM
As at the date of the EGM, the total number of shares entitling the Shareholders to attend and vote for or against the resolutions numbered 1, 2, 3, 4 and 6 proposed at the EGM was 13,084,751,004. The Shareholders and authorised proxies holding in aggregate 10,334,893,298 shares, entitling them to vote for or against the proposed resolutions numbered 1, 2, 3, 4 and 6, were present at the EGM.
CNAHC, being a substantial shareholder of the Company, and China National Aviation Corporation (Group) Limited ("CNACG"), being a wholly-owned subsidiary of CNAHC and a substantial shareholder of the Company, have a material interest in the proposed resolution numbered 5, and are required to abstain, and have abstained, from voting on the resolution numbered 5 at the EGM. As at the date of the EGM, CNAHC and CNACG held an aggregate of 6,995,092,799 shares. Accordingly, the total number of shares entitling the Shareholders to attend and vote for or against the resolution numbered 5 was 6,089,658,205 shares. The Shareholders and authorised proxies holding in aggregate 3,506,652,499 shares, entitling them to vote for or against the resolution numbered 5, were present at the EGM.
Save as disclosed above, there were no other restrictions on any Shareholders to cast votes on any of the following resolutions proposed at the EGM.
The poll results in respect of the proposed resolutions at the EGM were as follows:
SPECIAL RESOLUTIONS | Votes for Shareholders | ||
For | Against | ||
1. | To consider and approve the proposed amendments to the articles of association of the Company as set out in Appendix I of the circular despatched by the Company on 7 November 2015 and the chairman and/or any person authorised by the chairman be authorised to adjust, at his or her discretion, the said amendments in accordance with the opinion of the relevant PRC authorities (the proposed amendment to the Articles of Association will be submitted to the relevant PRC authorities for approval and filing after being approved at the EGM). | 10,328,802,058 (99.9411%) | 6,091,240 (0.0589%) |
2. | To consider and approve the proposed amendments to the Rules and Procedure of Shareholders' Meetings of the Company as set out in Appendix II of the circular despatched by the Company on 7 November 2015. | 10,313,065,319 (99.7888%) | 21,827,979 (0.2112%) |
3. | To consider and approve the proposed amendments to the Rules and Procedure of Meetings of the Board of Directors of the Company as set out in Appendix III of the circular despatched by the Company on 7 November 2015. | 10,328,799,958 (99.9410%) | 6,093,340 (0.0590%) |
As more than two thirds of the votes were cast in favour of the above resolutions, the resolutions were duly passed as special resolutions. | |||
ORDINARY RESOLUTIONS | Votes for Shareholders | ||
For | Against | ||
4. | To consider and approve the proposed adoption of the shareholders' return plan for the three years from 2015 to 2017 as set out in Appendix IV of the circular despatched by the Company on 7 November 2015. | 10,334,803,358 (99.9991%) | 89,940 (0.0009%) |
5. | To consider and approve the resolutions concerning the entry into continuing connected transaction agreements for the three years from 1 January 2016 to 31 December 2018 and their respective annual caps. | 3,406,563,159 (97.1457%) | 89,340 (0.0025%) |
6. | To consider and approve the appointment of Mr. Li Dajin as an independent non-executive director of the Company. | 10,234,232,518 (99.0260%) | 73,200 (0.0007%) |
As more than 50% of the votes were cast in favour of the above resolutions, the resolutions were duly passed as ordinary resolutions. | |||
Zhongxinghua Certified Public Accountants LLP was the scrutineer for the vote-taking at the EGM.
CHANGE OF DIRECTORS
The Board hereby announces that Mr. Li Dajin ("Mr. Li") has been appointed as an independent non- executive director of the Company, with the term of service being the same as the fourth session of the Board, which shall commence upon the conclusion of the EGM and end on the expiry of the term of the current session of the Board. Please refer to the announcement of the Company dated 7 December 2015 for the biographical details of Mr. Li.
Reference is made to the announcement of the Company dated 16 June 2015 in relation to the resignation of Mr. Fu Yang ("Mr. Fu") as an independent non-executive director of the Company. The Board further announces that Mr. Fu has ceased to act as an independent non-executive director of the Company, a member of the Audit and Risk Control Committee, and the chairman of the Nomination and Remuneration Committee, with effect from the conclusion of the EGM. Mr. Fu has confirmed that he has no disagreement with the Board and that he is not aware of any matter relating to his resignation that needs to be brought to the attention of the Shareholders. The Board wishes to take this opportunity to express its sincere gratitude to Mr. Fu for his contribution to the Company during his tenure.
Following the resignation of Mr. Fu, the Company will fail to meet (i) the composition requirement of the audit committee under Rule 3.21 of the Hong Kong Listing Rules, (ii) the composition requirement of the remuneration committee under Rule 3.25 of the Hong Kong Listing Rules; and (iii) the composition requirement of the nomination committee under Code Provision A.5.1 of the Corporate Governance Code set out in Appendix 14 to the Hong Kong Listing Rules (the "Corporate Governance Code").
The Company will seek suitable candidates to fill the vacancies and expects replacements to be appointed within three months from 22 December 2015 pursuant to Rules 3.21 and 3.25 of the Hong Kong Listing Rules and Code Provision A.5.1 of the Corporate Governance Code. The Company will make further announcement as and when appropriate.
By order of the Board
Air China Limited
Rao Xinyu Tam Shuit Mui
Joint Company Secretaries
Beijing, the PRC, 22 December 2015
As at the date of this notice, the directors of the Company are Mr. Cai Jianjiang, Ms. Wang Yinxiang, Mr. Cao Jianxiong, Mr. Feng Gang, Mr. John Robert Slosar, Mr. Ian Sai Cheung Shiu, Mr. Song Zhiyong, Mr. Fan Cheng, Mr. Pan Xiaojiang*, Mr. Simon To Chi Keung*, Mr. Stanley Hui Hon- chung* and Mr. Li Dajin*.
* Independent non-executive director of the Company