Last checked at 28 Feb 2022 07:27
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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
APPOINTMENT OF CHAIRMAN AND VICE CHAIRMAN OF THE
BOARD CHANGE OF BOARD COMMITTEE MEMBER
APPOINTMENT OF CHAIRMAN OF THE SUPERVISORY COMMITTEE
Reference is made to the notice of Air China Limited (the "Company") dated 9 February 2022 (the "Notice"), containing details of the resolutions proposed at the EGM. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Notice.
The board of directors (the "Board") of the Company is pleased to announce that the proposed resolutions set out in the Notice were duly passed by the shareholders (the "Shareholders") of the Company by way of poll at the EGM held on Friday, 25 February 2022. Mr. Song Zhiyong, Mr. Ma Chongxian, Mr. Feng Gang and Mr. Patrick Healy, the Directors of the fifth session of the Board of the Company, were present at this EGM, while Mr. Xue Yasong, Mr. Duan Hongyi, Mr. Stanley Hui Hon-chung and Mr. Li Dajin were unable to attend this EGM due to other business engagements.
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 authorised proxies holding an aggregate of 10,675,954,595 shares, representing 73.5015% of the total issued shares of the Company, were present at the EGM.
There were no shares the holder of which is required under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Hong Kong Listing Rules") to abstain from voting on the resolutions proposed at the EGM. There were no shares entitling the holder to attend and abstain from voting in favour of the resolutions proposed at the EGM as set out in Rule 13.40 of the Hong Kong Listing Rules. No parties have stated their intention in the Notice to vote against or abstain from voting on the resolutions proposed at the EGM.
The poll results in respect of the resolutions proposed at the EGM were as follows:
ORDINARY RESOLUTIONS | FOR | AGAINST | ABSTAIN | |
1. To consider and approve the remuneration plan of the directors of the sixth session of the board (the "Board") of directors (the "Director(s)") of the Company. | 10,673,803,441 (99.9799%) | 2,151,054 (0.0201%) | 100 (0.0000%) | |
2. To consider and approve the remuneration plan of the shareholder representative supervisors (the "Supervisor(s)") of the sixth session of the supervisory committee (the "Supervisory Committee") of the Company. | 10,674,222,341 (99.9838%) | 1,732,154 (0.0162%) | 100 (0.0000%) | |
As more than 50% of the votes were cast in favour of the above resolutions, the resolutions were duly passed as ordinary resolutions. | ||||
ORDINARY RESOLUTIONS (BY WAY OF CUMULATIVE VOTING) |
Number of votes | Number of votes as a percentage of the valid voting rights present at the meeting (%) | ||
3.00 | To consider and approve the election of non-independent Directors of the sixth session of the Board: |
| ||
3.01 To consider and approve the election of Mr. Song Zhiyong as an executive Director of the sixth session of the Board; | 10,582,097,095 | 99.1209% | ||
3.02 To consider and approve the election of Mr. Ma Chongxian as an executive Director of the sixth session of the Board; | 10,673,139,000 | 99.9736% | ||
3.03 To consider and approve the election of Mr. Feng Gang as a non-executive Director of the sixth session of the Board; | 10,669,107,016 | 99.9359% | ||
3.04 To consider and approve the election of Mr. Patrick Healy as a non-executive Director of the sixth session of the Board. | 10,652,941,270 | 99.7844% | ||
ORDINARY RESOLUTIONS (BY WAY OF CUMULATIVE VOTING) |
Number of votes | Number of votes as a percentage of the valid voting rights present at the meeting (%) | |
4.00 | To consider and approve the election of independent non-executive Directors of the sixth session of the Board: |
| |
4.01 To consider and approve the election of Mr. Li Fushen as an independent non- executive Director of the sixth session of the Board; | 10,674,817,300 | 99.9893% | |
4.02 To consider and approve the election of Mr. He Yun as an independent non- executive Director of the sixth session of the Board; | 10,674,846,634 | 99.9896% | |
4.03 To consider and approve the election of Mr. Xu Junxin as an independent non- executive Director of the sixth session of the Board; | 10,674,846,635 | 99.9896% | |
4.04 To consider and approve the election of Ms. Winnie Tam Wan-chi as an independent non-executive Director of the sixth session of the Board. | 10,674,846,936 | 99.9896% | |
5.00 | To consider and approve the election of shareholder representative Supervisors of the sixth session of the Supervisory Committee: |
| |
5.01 To consider and approve the election of Mr. He Chaofan as a shareholder representative Supervisor of the sixth session of the Supervisory Committee; | 10,639,794,878 | 99.6613% | |
5.02 To consider and approve the election of Ms. Lyu Yanfang as a shareholder representative Supervisor of the sixth session of the Supervisory Committee; | 10,673,350,772 | 99.9756% | |
5.03 To consider and approve the election of Ms. Guo Lina as a shareholder representative Supervisor of the sixth session of the Supervisory Committee. | 10,639,801,580 | 99.6614% | |
As more than 50% of the votes were cast in favour of the above resolutions, the 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.
APPOINTMENT OF CHAIRMAN AND VICE CHAIRMAN OF THE BOARD AND CHANGE OF BOARD COMMITTEE MEMBER
The meeting of the sixth session of the Board (the "Board Meeting") held on 25 February 2022 resolved that:
1. Mr. Song Zhiyong was elected as the chairman of the Board;
2. Mr. Ma Chongxian was elected as the vice chairman of the Board;
3. Mr. Li Fushen, Mr. He Yun and Ms. Winnie Tam Wan-chi were appointed as members of the audit and risk control committee (Supervision Committee);
4. Mr. He Yun, Mr. Xu Junxin and Mr. Song Zhiyong were appointed as members of the nomination and remuneration committee;
5. Mr. Ma Chongxian, Mr. Xu Junxin and Mr. Song Zhiyong were appointed as members of the strategy and investment committee; and
6. Mr. Song Zhiyong, Mr. Li Fushen and Mr. Ma Chongxian were appointed as members of the aviation safety committee.
At the relevant Board committee meeting held on 25 February 2022, Mr. Li Fushen was elected as the chairman of the audit and risk control committee (Supervision Committee), Mr. He Yun was elected as the chairman of the nomination and remuneration committee, Mr. Ma Chongxian was appointed as the chairman of the strategy and investment committee and Mr. Song Zhiyong was elected as the chairman of the aviation safety committee.
APPOINTMENT OF CHAIRMAN OF THE SUPERVISORY COMMITTEE
The sixth session of the Supervisory Committee of the Company is comprised of Mr. He Chaofan, Ms. Lyu Yanfang and Ms. Guo Lina, the shareholder representative Supervisors, and Mr. Wang Jie and Mr. Qin Hao, who were elected by the Company through democratic procedure as the current employees' representative supervisors. The meeting of the sixth session of the Supervisory Committee held on 25 February 2022 resolved to elect Mr. He Chaofan as the chairman of the Supervisory Committee.
Mr. Xue Yasong, the non-executive Director of the fifth session of the Board of the Company, Mr. Duan Hongyi, Mr. Stanley Hui Hon-chung and Mr. Li Dajin, independent non-executive Directors of the fifth session of the Board of the Company and Mr. Zhao Xiaohang, the Supervisor of the fifth session of the Supervisory Committee retired due to the expiration of their terms on the date of this announcement. The Company would like to express its sincere gratitude for their contributions during their terms of office.
By Order of the Board
Air China Limited
Huang Bin Huen Ho Yin
Joint Company Secretaries
Beijing, the PRC, 25 February 2022
As at the date of this announcement, the directors of the Company are Mr. Song Zhiyong, Mr. Ma Chongxian, Mr. Feng Gang, Mr. Patrick Healy, Mr. Li Fushen*, Mr. He Yun*, Mr. Xu Junxin* and Ms. Winnie Tam Wan-chi*.
* Independent non-executive director of the Company