AGM Statement
Air China Ld
31 May 2007
AIR CHINA LIMITED
(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
The Board of the Company is pleased to announce the results of the resolutions
passed at the AGM of the Company held on 30 May 2007.
At the annual general meeting of Air China Limited (the 'Company') for the
year ended 31 December 2006 held on 30 May 2007 (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 12,251,362,273. The
total number of shares of the Company present at the AGM was 9,048,381,742
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:
Votes of Shareholders
ORDINARY RESOLUTIONS For Against
1. To consider and approve the report of the Board of Directors of 9,018,213,136 42,000
the Company for the year 2006.
(99.67%)
2. To consider and approve the report of the Supervisory Committee 9,018,213,136 42,000
of the Company for the year 2006.
(99.67%)
3. To consider and approve the audited consolidated financial 9,021,085,136 42,000
statements of the Company for the year 2006 prepared under the
Accounting Standards and Accounting System for Enterprises of (99.70%)
the PRC and International Financial Reporting Standards.
4. To consider and approve the profit distribution proposal and the 9,048,339,742 42,000
dividends distribution proposal for the year 2006 as recommended
by the Board of Directors of the Company and to authorize the (99.99%)
Board of Directors to implement such proposals.
5. To consider and approve the appointment of Ernst & Young as the 9,048,339,742 42,000
Company's international auditors and Ernst & Young Hua Ming
CPAs Limited Company as the Company's domestic auditors for (99.99%)
the year ending 31 December 2007 and to authorise the management
of the Company to discuss with them in relation to engagement
contracts and remunerations.
As more than 50% of the votes were cast in favour of the above resolutions, the resolutions were
duly passed as ordinary resolutions.
Votes of Shareholders
SPECIAL RESOLUTIONS For Against
6A. To authorise the Board of Directors of the Company to exercise 8,719,244,262 329,137,480
the powers to allot, issue and deal with additional shares of
the Company and to make or grant offers, agreements and option (96.36%)
which might require the exercise of such powers in connection
with not exceeding 20% of each of the existing Domestic Shares
and H Shares in issue at the date of passing this resolution.
6B. To authorise the Board of Directors of the Company to increase 8,722,118,262 326,263,480
the registered capital of the Company to reflect the issue of
shares authorised under special resolution 6A, and to make such (96.39%)
appropriate and necessary amendments to the Articles of
Association of the Company as they think fit to reflect such
increases in the registered capital of the Company and to take
any other action and complete any formality required to effect
such increase of the registered capital of the Company.
6C. To approve the amendment of the Articles of Association of the 9,047,647,742 434,000
Company in respect of the business scope of the Company.
(99.99%)
As more than two-thirds of the votes were cast in favour of the above
resolutions, the resolutions were duly passed as special resolutions.
Tin Wha CPAs was the scrutineer for the vote-taking at the AGM.
Payment of Final Dividends
The Board wishes to inform shareholders that details of the payment of the final
dividends are as follows:
The Company will pay a final dividend of RMB0.0492 per share (equivalent to
HK$0.0497 per share) (inclusive of applicable tax) for the year ended 31
December 2006. The payment shall be made to shareholders whose names appeared on
the register of members of the Company on 30 May 2007.
According to the Articles of Association of the Company, dividends will 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. The relevant 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
(RMB0.99071 equivalent to HK$1.00).
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 dividends declared for payment to holders of H shares.
The final dividends will be paid by the Receiving Agent on or about 29 June
2007. Relevant cheques will be dispatched on the same day to holders of H shares
entitled to receive such dividends by ordinary post and at their own risk.
By Order of the Board
Air China Limited
Zheng Baoan Li Man Kit
Joint Company Secretaries
Beijing, the PRC, 31 May 2007
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