Last checked at 17 Oct 2022 07:00
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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 THE EXTRAORDINARY GENERAL MEETING
References are made to: (i) the notice of the EGM dated 28 September 2022; and (ii) the circular of the Company dated 28 September 2022 (the "Circular"), containing details of the resolutions tabled at the EGM. Unless otherwise specified herein, 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 EGM was held at 11:00 a.m. on Friday, 14 October 2022 at The Conference Room C713, No. 30 Tianzhu Road, Airport Industrial Zone, Shunyi District, Beijing, the PRC and all the proposed resolutions as set out in the related notice of the EGM were duly passed by the Shareholders by way of poll. Except for Mr. Ma Chongxian, Mr. Patrick Healy and Ms. Winnie Tam Wan-chi who did not attend the EGM due to business arrangements, all other directors of the Company attended the EGM.
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 3,574,217,038 shares with voting rights, representing 50.94% of the total number of shares with voting rights of the Company, were present at the EGM.
CNAHC, CNACG, Cathay Pacific and their respective associates have a material interest in the resolutions no. 1.1 and 1.2 proposed at the EGM. CNAHC and CNACG and their associates have a material interest in the resolution no. 2 proposed at the EGM, and are required to abstain, and have
abstained, from voting on the relevant resolution. As at the date of the EGM, CNAHC and CNACG held an aggregate of 7,508,571,617 shares of the Company; Cathay Pacific and its associates held an aggregate of 2,633,725,455 shares of the Company.
Accordingly, at the EGM, the total number of shares entitling the holders to attend and vote on the resolutions no. 1.1 and 1.2 was 4,382,518,113 shares, and the total number of shares entitling the holders to attend and vote on the resolution no. 2 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 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 Circular to vote against the resolutions proposed at the EGM or to abstain from voting.
The poll results in respect of the proposed resolutions at the EGM were as follows:
ORDINARY RESOLUTIONS | Votes of Shareholders | |||
For | Against | Abstain | ||
1. | To consider and approve the resolution on the matters related to the continuing related (connected) transactions entered into between the Company and Air China Cargo and the application for the annual transaction caps for 2022 to 2024: | |||
1.1 To consider and approve the resolution on the entering into of a new related (connected) transaction framework agreement by the Company and Air China Cargo and the application for the annual transaction caps for 2022 to 2024 | 940,410,783 (99.9914%) | 20,700 (0.0022%) | 60,100 (0.0064%) | |
As more than 50% of the votes were cast in favour of the above resolution, the resolution was duly passed as an ordinary resolution. | ||||
1.2 To consider and approve the resolution on the entering into of the Agreement on Matters Related to Related (Connected) Transactions of Air China Cargo Shares by the Company and CNAHC, CNAF and Air China Cargo | 940,225,583 (99.9717%) | 205,900 (0.0219%) | 60,100 (0.0064%) | |
As more than 50% of the votes were cast in favour of the above resolution, the resolution was duly passed as an ordinary resolution. | ||||
ORDINARY RESOLUTIONS | Votes of Shareholders | |||
For | Against | Abstain | ||
2. | To consider and approve the resolution on the renewal of the related (connected) transaction framework agreement entered into between the Company and CNACG and the application for the annual transaction caps for 2023 to 2025 | 3,504,449,158 (98.0480%) | 69,707,780 (1.9503%) | 60,100 (0.0017%) |
As more than 50% of the votes were cast in favour of the above resolution, the resolution was duly passed as an ordinary resolution. | ||||
Deloitte Touche Tohmatsu, the auditor of the Company, have acted as the scrutineer for the vote- taking at the EGM and compared the poll results summary to poll forms collected 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, 14 October 2022
As at the date of this announcement, the directors of the Company are 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