Air China Regulatory News (AIRC)

29 Dec 2006 07:00

Air China Ld29 December 2006 AIR CHINA LIMITED (a joint stock limited company incorporated in the People's Republic of China with limited liability) (Stock Code: 753) (1) The Resolutions (including Appointment of Director) Passed at The Extraordinary General Meeting (2) Proposed Amendment of Articles of Association * The Board of the Company is pleased to announce the results of the EGM of the Company held on 28 December 2006. * The Shareholders have approved the appointment of Mr. Chen Nan Lok Philip as a non-executive director of the Company. The term of his office shall commence upon the approval to the Proposed Amendment in respect of the number of Directors by relevant PRC authorities. The board of directors (the "Board") of Air China Limited (the "Company") is pleased to announce that the extraordinary general meeting ("EGM") was held on Thursday, 28 December 2006 at The Conference Room, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC. Unless otherwise indicated, capitalized terms used herein shall have the same meaning as those defined in the Company's circular dated 1 December 2006 ("Circular"). As stated in the notice of EGM, Shareholders of the Company whose names appear on the register of members of the Company at the close of business on 28 November 2006 were entitled to attend the EGM. At as the date of this announcement, CNAHC is a substantial shareholder ofthe Company and CNAF is CNAHC's subsidiary. Accordingly, CNAHC and CNACG, which is CNAHC's wholly owned subsidiary, are required to abstain from voting on the resolutions in respect of the Financial Service Agreement and its supplemental agreement and Charter Flight Service Framework Agreement and its supplemental agreement. In addition, CNAHC and CNACG arealso required to abstain from voting on the resolution in respect of the supplemental agreements to the Sales Agency Service Framework Agreement and the Standard Ground Handling Agreement, respectively, which are required by the Listing Rules of Shanghai Stock Exchange to be approved bythe Shareholders at the EGM. Shareholders of the Company and authorized proxies holding an aggregate 9,392,547,262 shares (3,062,997,775 if excluding shares held by CNAHC and CNACG), entitling them to vote for or against the proposed resolutions at the EGM, were present at the EGM. The holding of the EGM was in compliancewith the requirements of the Company Law of the People's Republic of Chinaand the provisions of the Articles of Association. The EGM was chaired by Mr. Li Jiaxiang, the chairman of the Company. The poll results in respect of the proposed resolutions at the EGM were asfollows: RESOLUTIONS Votes of Shareholders For Against the Non-exempt Continuing Connected 2,853,773,392 209,224,383 Transactions and their proposed annual cap for each of the three years ended 31 December 2007, (93.17%) 2008 and 2009 and the supplemental agreements 9,183,322,879 209,224,383 in respect of the Company's continuing connected transactions, which shall be approved (97.78)% or ratified by the Shareholders in accordance with PRC law, are hereby approved and ratified. (for the (Ordinary Resolution) items on which CNAHC and CNACG do not have to abstain from voting) the Board form an Aviation Safety Committee 9,392,533,262 14,000 comprising 3 members and Mr. Wang Shixiang serves as the chairman of this committee while (99.99%) Mr. Ma Xulun and Mr. Cai Jianjiang are the committee members are hereby approved. (Ordinary Resolution) all the board committees under the Board may 9,338,891,262 53,656,000 engage both internal and external experts to provide professional support for their (99.43%) decision-making and the terms of such engagement shall expire upon the expiration of the current Board session, and the first list of experts of each board committee are hereby approved, and all board committees are authorized thereafter to select and replace any such experts and to decide other relevant engagement matters. (Ordinary Resolution) the Directors and Senior Management Stock 9,392,533,262 14,000 Appreciation Rights Administrative Handbook is hereby approved. (Ordinary Resolution) (99.99%) Mr. Chen Nan Lok Philip is appointed as a 9,391,535,262 1,012,000 non-executive Director and the term of his office shall commence upon the approval to the (99.99%) Proposed Amendment in respect of the number of Directors by relevant PRC authorities and shall end on the expiry of the term of the current session of the Board. (Ordinary Resolution) the Proposed Amendment including the amendments 9,392,533,262 14,000 to the articles of association, made in accordance with relevant newly amended PRC (99.99%) laws, and the amendment that the number of Directors of the Board is increased from 12 to 13 are hereby approved. (Special resolution) As more than 50% of the votes were cast in favor of the ordinary resolutions, the ordinary resolutions were duly passed. As more than two-thirds of the votes were cast in favor of the special resolution, the special resolution was duly passed. Tin Wha CPAs was the scruntineer for the vote-taking at the EGM. Appointment of Non-executive Director The Company is pleased to announce that the Shareholders have approved theappointment of Mr. Chen Nan Lok Philip as a non-executive director of the Company. The term of his office shall commence upon the approval to the Proposed Amendment in respect of the number of Directors by relevant PRC authorities and shall end on the expiry of the term of the current sessionof the Board. Mr. CHEN Nan Lok Philip, aged 51, has been a director of Cathay Pacific Airways Limited since July 1998 and was appointed Chief Executive of that company in January 2005. He is also a director of John Swire & Sons (H.K.)Limited and Swire Pacific Limited and Chairman of Hong Kong Dragon Airlines Limited. He joined the John Swire & Sons Limited group in 1977 and in addition to Hong Kong has worked with the group in Mainland China and the Asia Pacific region. He has an honours degree in Political Scienceand History. Mr. Chen 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. Chen does not have any relationship with any other director, senior management, substantial shareholder or controlling shareholder of the Company. Mr. Chen does 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 Listing Rules. No other matter needs to be brought to the attention of the Shareholders in respect of the Company and its Directors and supervisors of the Company. Mr. Chen will not receive any compensation for his service as a Director of the Company. Proposed Amendment of Articles of Association At the Board meeting held on 28 December 2006, the Board proposed to amendarticle 12 of the Articles of Association by adding "aviation accident insurance agency sales" to the Company's business scope. Such proposed amendment will be submitted as a special resolution to the Company's general meeting for Shareholders' approval. By order of the Board Air China Limited Zheng Baoan Li Man Kit Joint Company Secretaries Beijing, 28 December 2006 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*, Zhang Ke* and Jia Kang*. * Independent non-executive Director of the Company This information is provided by RNS The company news service from the London Stock Exchange