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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 THE EXTRAORDINARY GENERAL MEETING, THE H SHAREHOLDERS' CLASS MEETING AND THE A SHAREHOLDERS' CLASS MEETING
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 (the "EGM"), the H shareholders' class meeting (the "H Shareholders' Class Meeting") and the A shareholders' class meeting (the "A Shareholders' Class Meeting", together with the EGM and the H Shareholders' Class Meeting, the "Meetings") of the Company held on 26 January 2016.
References are made to: (i) the notice of the EGM dated 11 December 2015; (ii) the notice of the H Shareholders' Class Meeting dated 11 December 2015; and (iii) the circular of the Company dated 5 January 2016 (the "Circular"), containing details of the resolutions tabled at the EGM and the H Shareholders' Class Meeting. 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 the Meetings were held on Tuesday, 26 January 2016 at The Conference Room One, 29/F, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC and all the proposed resolutions as set out in the notices of the Meetings, respectively, were duly passed by the relevant Shareholders of the Company by way of poll.
Pursuant to Rule 14A.36 of the Listing Rules, any Shareholder who has a material interest in the connected transactions must abstain from voting on the relevant resolutions at the Meetings. CNAHC, being a subscriber under the Non-public A Share Issue, has a material interest in the Non-public A Share Issue. CNAHC and its close associates (including CNACG, a wholly-owned subsidiary of CNAHC) shall therefore abstain from voting on the resolutions at the Meetings approving the Non- public A Share Issue.
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 ordinary resolutions and special resolution numbered 6 proposed at the EGM was 13,084,751,004 shares. The Shareholders and authorised proxies holding in aggregate 10,439,308,881 shares, entitling them to vote for or against the proposed ordinary resolutions and special resolution numbered 6, were present at the EGM.
CNAHC and CNACG, as mentioned above, have a material interest in the proposed special resolutions numbered 4 and 5 at the EGM and are required to abstain, and have abstained, from voting on the special resolutions numbered 4 and 5 at the EGM. As of date of the EGM, the number of shares held by CNAHC and CNACG attending the EGM was 6,992,092,799. Accordingly, the total number of shares entitling the Shareholders to attend and vote for or against the special resolutions numbered 4 and 5 proposed at the EGM was 6,089,658,205 shares. The Shareholders and authorised proxies holding in aggregate 3,447,216,082 shares, entitling them to vote for or against the proposed special resolutions numbered 4 and 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:
ORDINARY RESOLUTIONS | Votes of Shareholders | ||
For | Against | ||
1. | To consider and approve the satisfaction by the Company of the requirements for the Non-public A Share Issue. | 10,439,187,641 99.9988% | 59,040 0.0006% |
2. | To consider and approve the feasibility study report on use of proceeds to be raised from the Non-public A Share Issue of the Company. | 10,439,187,641 99.9988% | 59,040 0.0006% |
3. | To consider and approve the report on use of proceeds from previous fund raising activities of the Company. | 10,439,187,641 99.9988% | 59,040 0.0006% |
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 of Shareholders | ||
For | Against | ||
4. | To consider and approve each of the following proposals concerning the Non-public A Share Issue of the Company: | ||
(1) Class of Shares and Nominal Value | 3,447,094,842 99.9965% | 59,040 0.0017% | |
(2) Method and timing of Issue | 3,447,094,842 99.9965% | 59,040 0.0017% | |
SPECIAL RESOLUTIONS | Votes of Shareholders | ||
For | Against | ||
(3) Offering Size | 3,447,094,842 99.9965% | 59,040 0.0017% | |
(4) Target Subscriber and Subscription Method | 3,447,094,842 99.9965% | 59,040 0.0017% | |
(5) Pricing Basis and Issue Price | 3,447,094,842 99.9965% | 59,040 0.0017% | |
(6) Lock-up Period | 3,447,094,842 99.9965% | 59,040 0.0017% | |
(7) Accumulated Profit Arrangement | 3,447,094,842 99.9965% | 59,040 0.0017% | |
(8) Place of Listing | 3,447,094,842 99.9965% | 59,040 0.0017% | |
(9) Effectiveness of the Resolution Approving the Non- public A Share Issue | 3,447,094,842 99.9965% | 59,040 0.0017% | |
(10) Amount and Use of Proceeds | 3,447,094,842 99.9965% | 59,040 0.0017% | |
5. | To consider and approve the Share Subscription Agreement entered into by and between the Company and CNAHC. | 3,447,094,842 99.9965% | 59,040 0.0017% |
6. | To consider and approve the authorisation granted to the Board's authorized person(s) to handle all relevant matters relating to the Non-public A Share Issue. | 10,439,187,641 99.9988% | 59,040 0.0006% |
As more than two-thirds of the votes were cast in favour of the above resolutions, the resolutions were duly passed as special resolutions. | |||
RESULTS OF THE H SHAREHOLDERS' CLASS MEETING
CNACG, as mentioned above, has a material interest in the proposed special resolutions at the H Shareholders' Class Meeting and are required to abstain, and have abstained, from voting on the special resolutions at the H Shareholders' Class Meeting. As of date of the H Shareholders' Class Meeting, CNACG held 223,852,000 H Shares of the Company. Accordingly, the total number of H Shares entitling the H Shareholders to attend and vote for or against the special resolutions proposed at the H Shareholders' Class Meeting was 4,338,831,364 H Shares. The H Shareholders and authorised proxies holding in aggregate 3,348,396,131 H Shares, entitling them to vote for or against
the proposed special resolutions, were present at the H Shareholders' Class Meeting. Save as disclosed above, there were no other restrictions on any H Shareholders to cast votes on any of the following resolutions proposed at the H Shareholders' Class Meeting.
SPECIAL RESOLUTIONS | Votes of Shareholders | ||
For | Against | ||
1. | To consider and approve each of the following proposals concerning the Non-public A Share Issue of the Company: | ||
(1) Class of Shares and Nominal Value | 3,348,382,131 99.9996% | 14,000 0.0004% | |
(2) Method and timing of Issue | 3,348,382,131 99.9996% | 14,000 0.0004% | |
(3) Offering Size | 3,348,382,131 99.9996% | 14,000 0.0004% | |
(4) Target Subscriber and Subscription Method | 3,348,382,131 99.9996% | 14,000 0.0004% | |
(5) Pricing Basis and Issue Price | 3,348,382,131 99.9996% | 14,000 0.0004% | |
(6) Lock-up Period | 3,348,382,131 99.9996% | 14,000 0.0004% | |
(7) Accumulated Profit Arrangement | 3,348,382,131 99.9996% | 14,000 0.0004% | |
(8) Place of Listing | 3,348,382,131 99.9996% | 14,000 0.0004% | |
(9) Effectiveness of the Resolution Approving the Non- public A Share Issue | 3,348,382,131 99.9996% | 14,000 0.0004% | |
(10) Amount and Use of Proceeds | 3,348,382,131 99.9996% | 14,000 0.0004% | |
2. | To consider and approve the Share Subscription Agreement entered into by and between the Company and CNAHC. | 3,348,382,131 99.9996% | 14,000 0.0004% |
As more than two-thirds of the votes were cast in favour of the above resolutions, the resolutions were duly passed as special resolutions. | |||
RESULTS OF THE A SHAREHOLDERS' CLASS MEETING
CNAHC and CNACG, as mentioned above, have a material interest in the proposed special resolutions at the A Shareholders' Class Meeting and are required to abstain, and have abstained, from voting on the special resolutions at the A Shareholders' Class Meeting. As of date of the A Shareholders' Class Meeting, CNAHC and CNACG held an aggregate of 6,771,240,799 A Shares of the Company. Accordingly, the total number of A Shares entitling the A Shareholders to attend and vote for or against the special resolutions proposed at the A Shareholders' Class Meeting was 1,750,826,841 A Shares. The A Shareholders and authorised proxies holding in aggregate 96,539,091 A Shares, entitling them to vote for or against the proposed special resolutions, were present at the A Shareholders' Class Meeting. Save as disclosed above, there were no other restrictions on any A Shareholders to cast votes on any of the following resolutions proposed at the A Shareholders' Class Meeting.
SPECIAL RESOLUTIONS | Votes of Shareholders | ||
For | Against | ||
1. | To consider and approve each of the following proposals concerning the Non-public A Share Issue of the Company: | ||
(1) Class of Shares and Nominal Value | 96,461,891 99.9200% | 15,000 0.0155% | |
(2) Method and timing of Issue | 96,461,891 99.9200% | 15,000 0.0155% | |
(3) Offering Size | 96,461,891 99.9200% | 15,000 0.0155% | |
(4) Target Subscriber and Subscription Method | 96,461,891 99.9200% | 15,000 0.0155% | |
(5) Pricing Basis and Issue Price | 96,461,891 99.9200% | 15,000 0.0155% | |
(6) Lock-up Period | 96,461,891 99.9200% | 15,000 0.0155% | |
(7) Accumulated Profit Arrangement | 96,461,891 99.9200% | 15,000 0.0155% | |
(8) Place of Listing | 96,461,891 99.9200% | 15,000 0.0155% | |
(9) Effectiveness of the Resolution Approving the Non- public A Share Issue | 96,461,891 99.9200% | 15,000 0.0155% | |
(10) Amount and Use of Proceeds | 96,461,891 99.9200% | 15,000 0.0155% | |
SPECIAL RESOLUTIONS | Votes of Shareholders | ||
For | Against | ||
2. | To consider and approve the Share Subscription Agreement entered into by and between the Company and CNAHC. | 96,461,891 99.9200% | 15,000 0.0155% |
As more than two-thirds of the votes were cast in favour of the above resolutions, the resolutions were duly passed as special resolutions. | |||
Please refer to the Circular for full text of the resolutions.
KPMG Huazhen (Special General Partnership) was the scrutineer for the vote-taking at the Meetings.
By order of the BoardAir China LimitedRao Xinyu Tam Shuit MuiJoint Company Secretaries
Beijing, the PRC, 26 January 2016
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 Honchung* and Mr. Li Dajin*.
* Independent non-executive director of the Company