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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, 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 that the extraordinary general meeting (the “EGM”), the class meeting for holders of H Shares (the “H Shareholders’ Class Meeting”) and the class meeting for holders of A Shares (the “A Shareholders’ Class Meeting”, together with the EGM and the H Shareholders’ Class Meeting, the “Meetings”) of the Company have been held on 26 October 2023, and all the resolutions proposed at the Meetings were duly passed. |
References are made to: (i) the notice of the EGM dated 11 September 2023; (ii) the notice of the H Shareholders' Class Meeting dated 11 September 2023; and (iii) the circular of the Company dated 11 September 2023 (the "Circular"), containing details of the resolutions tabled at the EGM and the H Shareholders' Class Meeting. 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 Meetings were held on Thursday, 26 October 2023 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 notices of the Meetings were duly passed by the relevant Shareholders by way of poll. Except for Mr. Patrick Healy and Ms. Winnie Tam Wan-chi who did not attend the Meetings due to business arrangements, all the other directors of the Company attended the Meetings.
As at the date of the Meetings, the number of total issued shares of the Company was 16,200,792,838 shares, including 4,562,683,364 H shares and 11,638,109,474 A shares. Shareholders and authorized proxies holding an aggregate of 11,670,600,403 shares, representing 72.0372% of the total issued shares of the Company, were present at the EGM. Shareholders and authorized proxies holding angregate of 3,239,635,376 H shares, representing 71.0029% of the total issued H shares of the Company, were present at the H Shareholders' Class Meeting. Shareholders and authorized proxies holding an aggregate of 8,430,965,027 A shares, representing 72.4427% of the total issued A shares of the Company, were present at the A Shareholders' Class Meeting.
There were no shares the holder of which is required under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Hong Kong Listing Rules") to abstain from voting on the resolutions proposed at the Meetings. There were no shares entitling the holder to attend and abstain from voting in favour of the resolutions proposed at the Meetings 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 Meetings or to abstain from voting.
RESULTS OF THE EGM
The poll results in respect of the proposed resolutions at the EGM were as follows:
|
Special Resolutions | Votes of Shareholders | |||
| For | Against | Abstain | ||
| 1. | To consider and approve the proposed | 11,202,570,922 | 425,511,637 | 36,599,844 |
| | amendments to the Articles of | 96.0384% | 3.6479% | 0.3137% |
| | Association of the Company as set out | | | |
| | in Appendix I to the Circular. | | | |
| 2. | To consider and approve the proposed | 11,232,871,507 | 395,309,421 | 36,501,475 |
| | amendments to the Rules and Procedures | 96.2982% | 3.3889% | 0.3129% |
| | of Shareholders' Meetings as set out in | | | |
| | Appendix II to the Circular. | | | |
| 3. | To consider and approve the proposed | 11,283,397,560 | 350,602,999 | 36,599,844 |
| | amendments to the Rules and Procedures | 96.6822% | 3.0042% | 0.3136% |
| | of Meetings of the Board as set out in | | | |
| | Appendix III to the Circular. | | | |
| 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
The poll results in respect of the resolutions proposed at the H Shareholders' Class Meeting were as follows:
|
Special Resolutions | Votes of Shareholders | |||
| For | Against | Abstain | ||
| 1. | To consider and approve the proposed | 2,896,936,032 | 306,136,400 | 36,562,944 |
| | amendments to the Articles of | 89.4217% | 9.4497% | 1.1286% |
| | Association of the Company as set out | | | |
| | in Appendix I to the Circular. | | | |
| 2. | To consider and approve the proposed | 2,919,471,212 | 283,662,689 | 36,501,475 |
| | amendments to the Rules and Procedures | 90.1173% | 8.7560% | 1.1267% |
| | of Shareholders' Meetings as set out in | | | |
| | Appendix II to the Circular. | | | |
| 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
The poll results in respect of the resolutions proposed at the A Shareholders' Class Meeting were as follows:
|
Special Resolutions | Votes of Shareholders | |||
| For | Against | Abstain | ||
| 1. | To consider and approve the proposed | 8,305,634,890 | 125,293,237 | 36,900 |
| | amendments to the Articles of | 98.5134% | 1.4861% | 0.0005% |
| | Association of the Company as set out | | | |
| | in Appendix I to the Circular. | | | |
| 2. | To consider and approve the proposed | 8,313,400,295 | 117,564,732 | 0 |
| | amendments to the Rules and Procedures | 98.6055% | 1.3945% | 0.0000% |
| | of Shareholders' Meetings as set out in | | | |
| | Appendix II to the Circular. | | | |
| As more than two-thirds of the votes were cast in favour of the above resolutions, the resolutions were duly passed as special resolutions. | ||||
Deloitte Touche Tohmatsu, the auditor of the Company, has acted as the scrutineer for the vote-taking at the Meetings 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, 26 October 2023
As at the date of this announcement, the directors of the Company are Mr. Ma Chongxian, Mr. Wang Mingyuan, Mr. Feng Gang, Mr. Patrick Healy, Mr. Xiao Peng, Mr. Li Fushen*, Mr. He Yun*, Mr. Xu Junxin* and Ms. Winnie Tam Wan-chi*.
* Independent non-executive director of the Company
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