Last checked at 31 Dec 2021 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
Reference is made to the circular of Air China Limited (the "Company") dated 12 November 2021 (the "Circular") and the supplemental circular of the Company dated 14 December 2021 (the "Supplemental Circular") as well as the notice of the Company dated 12 November 2021 (the "Original Notice") and the supplemental notice of the Company dated 14 December 2021 (the "Supplemental Notice") containing details of the resolutions proposed at the extraordinary general meeting of the Company (the "EGM"). Unless otherwise stated herein, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular and the Supplemental Circular.
The Board is pleased to announce that the proposed resolutions set out in the Original Notice and the Supplemental Notice were duly passed by the Shareholders by way of poll at the EGM held at 9:00 a.m. on Thursday, 30 December 2021 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 authorised proxies holding an aggregate of 11,511,869,525 shares, representing 79.2566% of the total issued shares of the Company, were present at the EGM.
CNAHC, the controlling shareholder of the Company, and CNACG, a wholly-owned subsidiary of CNAHC, have a material interest in resolutions no. 1 and no. 2 proposed at the EGM and are required to abstain, and have abstained, from voting on these resolutions. Cathay Pacific, a substantial shareholder of the Company and Air China Cargo, has a material interest in resolution no. 2 proposed at the EGM and is required to abstain, and has abstained, from voting on resolution no. 2. As at the date of the EGM, CNAHC and CNACG held an aggregate of 7,508,571,617 shares of the Company, and
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 for or against resolutions no. 1 and no. 2 proposed at the EGM was 7,016,243,568 shares and 4,382,518,113 shares, respectively, and the total number of shares entitling the holders to attend and vote for or against resolutions no. 3, no. 4 and no. 5 proposed at the EGM 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 and/or the Supplemental 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 RESOLUTIONS | For | Against | Abstain | ||
1. | To consider and approve the following continuing connected transaction agreements, the transactions contemplated thereunder and the respective annual caps: |
| |||
1.1 | the Government Charter Flight Service Framework Agreement entered into between the Company and CNAHC on 29 October 2021; | 4,003,295,808 (99.9996%) | 14,000 (0.0003%) | 2,100 (0.0001%) | |
As more than 50% of the votes were cast in favour of the above resolution, this resolution was duly passed as an ordinary resolution. | |||||
1.2 | the Comprehensive Services Framework Agreement entered into between the Company and CNAHC on 29 October 2021; | 4,003,277,108 (99.9991%) | 32,700 (0.0008%) | 2,100 (0.0001%) | |
As more than 50% of the votes were cast in favour of the above resolution, this resolution was duly passed as an ordinary resolution. | |||||
1.3 | the Properties Leasing Framework Agreement entered into between the Company and CNAHC on 29 October 2021; | 4,003,295,808 (99.9996%) | 14,000 (0.0003%) | 2,100 (0.0001%) | |
As more than 50% of the votes were cast in favour of the above resolution, this resolution was duly passed as an ordinary resolution. | |||||
1.4 | the Media Services Framework Agreement entered into between the Company and CNAMC on 29 October 2021; and | 4,003,295,808 (99.9996%) | 14,000 (0.0003%) | 2,100 (0.0001%) | |
As more than 50% of the votes were cast in favour of the above resolution, this resolution was duly passed as an ordinary resolution. | |||||
1.5 | the Construction Project Commissioned Management Framework Agreement entered into between the Company and CNACD on 29 October 2021. | 4,003,295,808 (99.9996%) | 14,000 (0.0003%) | 2,100 (0.0001%) | |
As more than 50% of the votes were cast in favour of the above resolution, this resolution was duly passed as an ordinary resolution. | |||||
ORDINARY RESOLUTIONS | For | Against | Abstain | |
2. | To consider and approve the revision of the Existing Annual Caps applicable to contracting operation income of the Bellyhold Space Business payable by ACC Group to the Group under the New ACC Framework Agreement and the Revised Annual Caps for the two years ending 31 December 2021 and 2022, respectively. | 1,369,568,353 (99.9997%) | 0 (0.0000%) | 4,100 (0.0003%) |
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 RESOLUTIONS | For | Against | Abstain | |
3. | To consider and approve the proposed amendments to the Articles of Association as set out in Appendix II to the Supplemental Circular. | 11,130,906,793 (96.6907%) | 380,985,632 (3.3092%) | 4,100 (0.0001%) |
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. | ||||
4. | To consider and approve the proposed amendments to the Rules and Procedures of Shareholders' Meetings as set out in Appendix III to the Supplemental Circular. | 11,420,057,540 (99.2025%) | 91,807,985 (0.7974%) | 4,000 (0.0001%) |
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. | ||||
5. | To consider and approve the proposed amendments to the Rules and Procedures of Meetings of the Board as set out in Appendix IV to the Supplemental Circular. | 11,194,026,298 (97.2390%) | 317,839,127 (2.7609%) | 4,100 (0.0001%) |
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, 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.
By Order of the Board
Air China Limited
Huang Bin Huen Ho Yin
Joint Company Secretaries
Beijing, the PRC, 30 December 2021
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. Xue Yasong, Mr. Duan Hongyi*, Mr. Stanley Hui Hon-chung* and Mr. Li Dajin*.
* Independent non-executive director of the Company