Last checked at 30 Oct 2017 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.
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 MEMBERS
APPOINTMENT OF EMPLOYEE REPRESENTATIVE SUPERVISORS APPOINTMENT OF CHAIRMAN OF THE SUPERVISORY COMMITTEE
References are made to: (i) the circular of Air China Limited (the "Company") dated 7 September 2017 (the "Circular") and the notice of the Company dated 7 September 2017 (the "Notice") containing details of the resolutions tabled at the EGM; and (ii) the supplemental circular of the Company dated 12 October 2017 (the "Supplemental Circular") and the supplemental notice of the Company dated 12 October 2017 (the "Supplemental Notice") containing details of the additional resolution 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 Circular.
The board of directors of the Company (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 of the Company (the "Shareholders") by way of poll at the EGM held on Friday, 27 October 2017.
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 12,405,676,768 shares, representing 85.4102% 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 the ordinary resolutions no. 6, 7 and 8 proposed at the EGM and are required to abstain, and have abstained, from voting on these ordinary resolutions at the EGM. 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 the resolutions (other than resolutions no. 6, 7 and 8) was 14,524,815,185 shares, and the total number of shares entitling the holders to attend and vote for or against the resolutions no. 6, 7 and 8 was 7,016,243,568 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 Circular to vote against the proposed resolutions or to abstain from voting at the EGM.
The poll results in respect of the resolutions proposed at the EGM were as follows:
ORDINARY RESOLUTIONS | Votes for Shareholders | |||
For | Against | Abstain | ||
1. | To consider and approve the emoluments of the directors of the fifth session of | 12,405,036,468 | 24,300 | 616,000 |
the board of directors of the Company (the "Board"): | (99.9948%) | (0.0002%) | (0.0050%) | |
The emoluments of Mr. Stanley Hui Hon-chung and Mr. Li Dajin be | ||||
RMB150,000 per person per year, the emoluments of Mr. Wang Xiaokang and | ||||
Mr. Liu Deheng be determined pursuant to relevant policies as prescribed by the | ||||
State-owned Assets Supervision and Administration Commission of the State | ||||
Council and the other proposed directors of the Company will not receive any | ||||
emoluments for serving as a director of the Company. | ||||
2. | To consider and approve that the supervisors of the fifth session of the | 12,405,035,468 | 24,300 | 617,000 |
supervisory committee of the Company (the "Supervisory Committee") will not | (99.9948%) | (0.0002%) | (0.0050%) | |
receive any emoluments from the Company. | ||||
As more than 50% of the votes were cast in favour of the above resolutions, the resolutions were duly passed as ordinary resolutions. | ||||
SPECIAL RESOLUTIONS | Votes for Shareholders | |||
For | Against | Abstain | ||
3. | To consider and approve the proposed amendments to the articles of association | 11,963,805,921 | 440,393,747 | 1,477,100 |
of the Company as set out in Appendix III of the circular despatched by the | (96.4382%) | (3.5499%) | (0.0119%) | |
Company on 7 September 2017. | ||||
4. | To consider and approve the proposed amendments to the Rules and Procedure of | 12,405,025,568 | 34,200 | 617,000 |
Shareholders' Meetings of the Company as set out in Appendix IV of the circular | (99.9948%) | (0.0003%) | (0.0050%) | |
despatched by the Company on 7 September 2017. | ||||
SPECIAL RESOLUTIONS | Votes for Shareholders | |||
For | Against | Abstain | ||
5. | 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 V of the circular despatched by the Company on 7 September 2017. | 12,389,745,568 (99.8716%) | 15,314,200 (0.1234%) | 617,000 (0.0050%) |
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 | Abstain | ||
6. | To consider and approve the renewal of the trademark licence framework | 4,590,057,218 | 309,431,933 | 616,000 |
agreement dated 28 October 2014 entered into between the Company and China | (93.6726%) | (6.3148%) | (0.0126%) | |
National Aviation Holding Company (the "CNAHC") for a term of three years | ||||
from 1 January 2018 to 31 December 2020. | ||||
7. | To consider and approve the entry into of the financial services framework | 4,589,895,557 | 309,593,594 | 616,000 |
agreement dated 30 August 2017 between the Company and China National | (93.6693%) | (6.3181%) | (0.0126%) | |
Aviation Finance Co., Ltd. (the "CNAF") in relation to the provisions of a range | ||||
of financial services by CNAF to the Company and its subsidiaries (the "Group"), | ||||
including the provision of deposit services as stipulated thereunder and the | ||||
proposed maximum daily balance of deposits (including accrued interests) placed | ||||
by the Group with CNAF, being RMB12 billion, RMB14 billion and RMB15 | ||||
billion for each of the three years ending 31 December 2018, 2019 and 2020, | ||||
respectively. | ||||
8. | To consider and approve the entry into of the financial services framework | 4,589,895,557 | 309,593,594 | 616,000 |
agreement dated 30 August 2017 between CNAF and CNAHC in relation to the | (93.6693%) | (6.3181%) | (0.0126%) | |
provisions of a range of financial services by CNAF to CNAHC, its subsidiaries | ||||
and their associates, companies falling within the definition of commonly held | ||||
entity under the Rules Governing the Listing of Securities on The Stock Exchange | ||||
of Hong Kong Limited, as well as any other CNAHC member company which, in | ||||
accordance with the listing rules of the places where the shares of the Company | ||||
are listed as in force and as amended from time to time, is a connected person or | ||||
related party of the Company (excluding the Group) (the "CNAHC Group"), | ||||
including the provision of loans, finance lease and other credit services (the | ||||
"Credit Services") as stipulated thereunder and the proposed maximum daily | ||||
balance of Credit Services (including accrued interests) provided by CNAF to the | ||||
CNAHC Group, being RMB8 billion, RMB9 billion and RMB10 billion for each | ||||
of the three years ending 31 December 2018, 2019 and 2020, respectively. | ||||
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 cumulative voting method) | Votes for Shareholders | |||
For | Against | Abstain | ||
9.00. | To consider and approve the election of the non-independent directors of the fifth session of the Board: | |||
9.01 to consider and approve the election of Mr. Cai Jianjiang as a non-executive director of the fifth session of the Board; | 12,340,200,783 (99.4722%) | 17,777,032 (0.1433%) | 17,268,340 (0.1392%) | |
9.02 to consider and approve the election of Mr. Song Zhiyong as an executive director of the fifth session of the Board; | 12,353,152,115 (99.5766%) | 4,598,000 (0.0371%) | 17,499,140 (0.1411%) | |
9.03 to consider and approve the election of Mr. John Robert Slosar as a non-executive director of the fifth session of the Board. | 12,204,307,896 (98.3768%) | 118,861,799 (0.9581%) | 51,990,660 (0.4191%) | |
10.00 | To consider and approve the election of independent non-executive directors of the fifth session of the Board: | |||
10.01 to consider and approve the election of Mr. Wang Xiaokang as an independent non-executive director of the fifth session of the Board; | 12,369,849,633 (99.7112%) | 4,786,000 (0.0386%) | 613,620 (0.0049%) | |
10.02 to consider and approve the election of Mr. Liu Deheng as an independent non-executive director of the fifth session of the Board; | 12,369,839,953 (99.7111%) | 4,786,000 (0.0386%) | 610,000 (0.0049%) | |
10.03 to consider and approve the election of Mr. Stanley Hui Hon- chung as an independent non-executive director of the fifth session of the Board; | 12,342,030,733 (99.4870%) | 32,595,000 (0.2627%) | 610,220 (0.0049%) | |
10.04 to consider and approve the election of Mr. Li Dajin as an independent non-executive director of the fifth session of the Board. | 12,342,759,250 (99.4928%) | 31,856,703 (0.2568%) | 610,000 (0.0049%) | |
11.00 | To consider and approve the election of the supervisors of the fifth session of the Supervisory Committee: | |||
11.01 to consider and approve the election of Mr. Wang Zhengang as a shareholder representative supervisor of the fifth session of the Supervisory Committee; | 12,231,944,577 (98.5996%) | 141,696,577 (1.1422%) | 1,522,400 (0.0123%) | |
11.02 to consider and approve the election of Mr. He Chaofan as a shareholder representative supervisor of the fifth session of the Supervisory Committee. | 12,232,121,278 (98.6010%) | 141,506,577 (1.1407%) | 1,522,400 (0.0123%) | |
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 | ||
12. | To consider and approve the proposed expansion of the scope of business of the Company and the corresponding amendment to the articles of association of the Company. | 12,400,902,488 (99.9615%) | 4,126,200 (0.0333%) | 648,080 (0.0052%) |
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. | ||||
Deloitte Touche Tohmatsu was the scrutineer for the vote-taking at the EGM.
APPOINTMENT OF CHAIRMAN AND VICE CHAIRMAN OF THE BOARD AND CHANGE OF BOARD COMMITTEE MEMBERS
A meeting of the fifth session of the Board was held on 27 October 2017 (the "Board Meeting") and it was resolved that:
1. Mr. Cai Jianjiang was elected as the Chairman of the Board;
2. Mr. Song Zhiyong was elected as the Vice Chairman of the Board;
3. Mr. Liu Deheng, Mr. Li Dajin and Mr. Stanley Hui Hon-chung were appointed as the members of the Audit and Risk Control Committee;
4. Mr. Li Dajin, Mr. Wang Xiaokang and Mr. Cai Jianjiang were appointed as the members of the Nomination and Remuneration Committee;
5. Mr. Song Zhiyong, Mr. Cai Jianjiang and Mr. Liu Deheng were appointed as the members of the Strategy and Investment Committee; and
6. Mr. Song Zhiyong, Mr. Caijianjiang and Mr. Stanley Hui Hon-chung were appointed as the members of the Aviation Safety Committee.
At the respective board committee meetings held on 27 October 2017, Mr. Liu Deheng was elected as the Chairman of the Audit and Risk Control Committee, Mr. Li Dajin was elected as the Chairman of the Nomination and Remuneration Committee, Mr. Song Zhiyong 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 EMPLOYEE REPRESENTATIVE SUPERVISORS
The Company hereby announces that Ms. Xiao Yanjun and Ms. Li Guixia were elected as employee representative supervisors for the fifth session of the Supervisory Committee through democratic procedures. Ms. Xiao Yanjun and Ms. Li Guixia, together with the shareholder representative supervisors elected at the EGM, being Mr. Wang Zhengang and Mr. He Chaofan, will comprise the fifth session of the Supervisory Committee. The term of office of each supervisor is three years commencing from the conclusion of the EGM, which is renewable upon re-election.
The biographical details of the above mentioned employee representative supervisors are set out below:
Ms. Xiao Yanjun, aged 53. Ms. Xiao obtained a Juris Master from Renmin University of China and an EMBA degree from Tsinghua University and is a professional of political work. From July 1988 to April 2002, Ms. Xiao held various positions in Air China International Corporation, including an Instructor at the Training Department, the Secretary of the Communist Party Committee, an Organiser at division level, Secretary of the Party Branch and Head of Officer Training. She served as the
Training Manager of the Human Resource Department of the Company from April 2002 to March 2008 and Deputy Director of the Labour Union Office of the Company from March 2008 to November 2012. She has been Director of the Labour Union Office of the Company since November 2012. Ms. Xiao has been serving as a Supervisor of the Company since June 2011.
Ms. Li Guixia, aged 41, graduated from Xi'an Shiyou University majoring in accounting. Ms. Li started her career in August 1998 and served various positions in the Company, including an Assistant at the Domestic Passenger Center of the Ground Services Department, the Commissioner of the Budget Management Division of the Finance Department and the Project Manager of the Planning Financial Office of the Business Council. She has been serving as a Senior Deputy Manager of the Planning Financial Office of the Business Council of the Company since 2014.
Save as disclosed above, neither Ms. Xiao nor Ms. Li has held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. Save as disclosed above, neither Ms. Xiao nor Ms. Li holds any other position with the Company or any of its subsidiaries. Save as disclosed above, neither Ms. Xiao nor Ms. Li has any relationship with any director, senior management, substantial shareholder or controlling shareholder of the Company. As at the date of this announcement, Ms. Xiao and Ms. Li have no interests in the shares of the Company within the meaning of Part XV of the SFO. Neither Ms. Xiao nor Ms. Li will receive any emolument for serving as an employee representative supervisor of the Company.
Save as disclosed above, there are no other matters relating to the appointment of Ms. Xiao Yanjun and Ms. Li Guixia that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to items (h) to (v) under 13.51(2) of the Hong Kong Listing Rules.
APPOINTMENT OF CHAIRMAN OF THE SUPERVISORY COMMITTEE
A meeting of the fifth session of the Supervisory Committee was held on 27 October 2017 and it was resolved that Mr. Wang Zhengang was elected as the chairman of the Supervisory Committee.
By order of the Board
Air China Limited
Zhou Feng Tam Shuit Mui
Joint Company Secretaries
Beijing, the PRC, 27 October 2017
As at the date of this announcement, the directors of the Company are Mr. Cai Jianjiang, Mr. Song Zhiyong, 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