Air China Regulatory News (AIRC)

13 Jun 2006 07:02

Air China Ld13 June 2006 (a joint stock limited company incorporated in the People's Republic of China with limited liability) (Stock Code: 753) Announcement of the Resolutions Passed at the Annual General Meeting and Appointment of Director * The Board of the Company is pleased to announce theresults of the resolutions passed at the AGM of the Company held on 12 June 2006. * The Shareholders have approved the appointment of Mr. Christopher Dale Pratt as a non-executive director of the Company. At the annual general meeting of Air China Limited (the "Company")for the year ended 31 December 2005 held on 12 June 2006 (the "AGM" ), the chairman of the AGM demanded that voting be made by poll on all the proposed resolutions. The total number of shares of the Company entitling the holder to attend and vote for or against the proposed resolutions at the AGM was 9,433,210,909. Thetotal number of shares of the Company present at the AGM was 7,828,929,688 including shares represented by proxies. There were no restrictions on any shareholder's ability to cast his/her votes on any of the following resolutions at the AGM. All resolutions were approved by shareholders and the voting details are as follows: ORDINARY RESOLUTIONS Votes of Shareholders For Against 1. To consider and approve the report of the 7,797,796,801 14,000 Board of Directors of the Company for the year 2005. (99.60%) 2. To consider and approve the report of the 7,797,796,801 14,000 Supervisory Committee of the Company for the year 2005. (99.60%) 3. To consider and approve the audited 7,803,576,801 14,000 consolidated financial statements of the Company for the year 2005. (99.68%) 4. To consider and approve the profit 7,828,912,575 14,000 distribution proposal for the year 2005 as recommended by the Board of Directors of (99.99%) the Company. 5. To elect Mr. Christopher Dale Pratt as a 7,802,061,688 26,868,000 non-executive director of the Company. (99.66%) 6. To consider and approve the reappointment 7,824,544,388 4,585,300 of Ernst & Young as the Company's international auditors and Ernst & Young (99.94%) Hua Ming CPAs Limited Company as the Company's domestic auditors for the year ending 31 December 2006 and to authorise the Board of Directors of the Company to fix their remuneration thereof. As more than 50% of the votes were cast in favor of the above resolutions, the resolutions were duly passed as ordinary resolutions. SPECIAL RESOLUTIONS Votes of Shareholders For Against 7A. To authorise the Board of Directors of the 7,536,825,613 289,765,188 Company to exercise the powers to allot, issue and deal with additional shares of (96.27%) the Company and to make or grant offers, agreements and option which might require the exercise of such powers in connection with not exceeding 20% of each of the existing Domestic Shares and H Share in issue at the date of passing this resolution. 7B. To authorise the Board of Directors of the 7,536,825,613 289,765,188 Company to increase the registered capital and amend the Articles of Association of (96.27%) the Company to reflect such increase in the registered capital of the Company under above general mandate. 7C. To approve the amendment of the Articles 7,828,912,575 14,000 of Association of the Company in respect of the business scope of the Company. (99.99%) As more than two-thirds of the votes were cast in favor of the above resolutions, the resolutions were duly passed as special resolutions. Tin Wha CPAs was the scruntineer for the vote-taking at the AGM. Payment of Final Dividend The Board wishes to inform shareholders that details of the payment of the final dividend are as follows: The Company will pay a final dividend of RMB0.02383 per share (equivalent to HKD0.02306 per share) (inclusive of applicable tax)for the year ended 31 December 2005. The payment shall be made to shareholders whose names appeared on the register of members of the Company on 12 June 2006. According to the Articles of Association of the Company, dividendswill be denominated and declared in Renminbi. Dividends on domestic shares will be paid in Renminbi and dividends on non-H foreign shares and H shares will be paid in Hong Kong dollars. Therelevant exchange rate will be the mean of the average rate of Renminbi to Hong Kong dollars as announced by the People's Bank of China for the week prior to the date of declaration of dividends by the AGM (RMB1.03324 equivalent to HKD1.00). The Company has appointed Bank of China (Hong Kong) Trustees Limited as the receiving agent in Hong Kong (the "Receiving Agent" ) and will pay to such Receiving Agent the final dividend declared for payment to holders of H shares. The final dividend will be paid by the Receiving Agent on or about 30 June 2006. Relevant cheques will be dispatched on the same day to holders of H shares entitled to receive such dividend by ordinary post and attheir own risk. Appointment of Non-executive Director The Company is pleased to announce that Mr. Christopher Dale Pratthad been elected by the AGM as a non-executive director of the Company effective as of 12 June 2006. Mr. Christopher Dale Pratt, CBE, aged 50, has been Chairman and a Director of Cathay Pacific Airways Limited, a substantial shareholder of the Company, since February 2006. He is also Chairman of Swire Pacific Limited and John Swire & Sons (H.K.) Limited, and a Director of Swire Properties Limited. He joined John Swire & Sons Limited in 1978 and has worked with the group inHong Kong, Australia and Papua New Guinea. He served as Executive Director of Swire Pacific Limited's Trading and Industrial Division from 2000 to 2005. He has an honours degree in modern history from Oxford University. Mr. Christopher Dale Pratt has not held any directorship in any other listed companies or taken up a post in any affiliated companies of the Company in the past three years. Further, Mr. Christopher Dale Pratt does not have any relationship with any other director, senior management, substantial shareholder or controlling shareholder of the Company. Mr. Christopher Dale Prattdoes not have any equity interest in the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong). There is no information to be disclosed on items from (h) to (v) in Rule 13.51(2) of the ListingRules. No other matter needs to be brought to the attention of theShareholders in respect of the Company and its directors and supervisors of the Company. Mr. Christopher Dale Pratt will not receive any compensation for his service as a director of the Company. The term of his office shall begin as of today and end on the expiry of the term of the current session of the Board. As at the date of this announcement, the Directors of the Company are Messrs Li Jiaxiang, Kong Dong, Wang Shixiang, Yao Weiting, Christopher Dale Pratt, Ma Xulun, Cai Jianjiang, Fan Cheng, Hu Hung Lick, Henry*, Wu Zhipan* and Zhang Ke*. * Independent non-executive Director of the Company By order of the Board Air China Limited Zheng Baoan Li Man Kit Joint Company Secretaries Beijing, 12 June 2006 This information is provided by RNS The company news service from the London Stock Exchange