Announcements and Notices - [Results of EGM/SGM]

Air China Ld

29 January 2024

 

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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 EXTRAORDINARY GENERAL MEETING

References are made to: (i) the notice of the EGM of the Company dated 9 January 2024; and (ii) the circular of the Company dated 9 January 2024 (the "Circular"), containing details of the resolutions proposed 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 on Friday, 26 January 2024 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 relevant Shareholders by way of poll. Except for Mr. He Yun and Ms. Winnie Tam Wan-chi who did not attend the EGM due to business arrangements, all the other Directors of the Company attended the EGM.

As at the date of the EGM, 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 11,618,331,520 Shares, representing 71.7146% of the total issued Shares of the Company, attended the EGM.

CNAHC and its associates (including CNACG) have material interests in resolutions No. 2 to No. 5 and resolutions No. 8 to No. 11 proposed at the EGM, and therefore they are required to abstain from voting on the above resolutions and have abstained from voting on such resolutions. As at the date of the EGM, CNAHC directly held 6,566,761,847 A Shares in the Company; and CNACG (a wholly- owned subsidiary of CNAHC) held 1,332,482,920 A Shares and 223,852,000 H Shares in the

Company. Accordingly, the total number of Shares entitling the holders to attend and vote on resolutions No. 1, 6 and 7 was 16,200,792,838 Shares and the total number of Shares entitling the holders to attend and vote on the remaining resolutions was 8,077,696,071 Shares at the EGM.

Save as disclosed above, none of the holders of any Shares was 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 proposed resolutions at the EGM. There were no Shares entitling the holders to attend and abstain from voting in favour of the proposed resolutions at the EGM as set out in Rule 13.40 of the Hong Kong Listing Rules. No parties had indicated in the Circular their intention to vote against or to abstain from voting on the proposed resolutions at the EGM.

RESULTS OF THE EGM

The poll results in respect of the proposed resolutions at the EGM were as follows:

As more than half of the votes were cast in favour of the above resolutions No. 1, No. 6 and No. 7, the resolutions were duly passed as ordinary resolutions.

As more than two-thirds of the votes were cast in favour of the above remaining resolutions, the resolutions were duly passed as special resolutions.

Deloitte Touche Tohmatsu, the auditor of the Company, acted as the scrutineer for the vote-taking at the EGM 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 January 2024

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

 

END