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AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code:00753)
POLL RESULT OF EXTRAORDINARY GENERAL MEETING
The board of directors (the "Board") of Air China Limited (the "Company") is pleased to announce the result of the resolution passed at the extraordinary general meeting of the Company held on 15 December 2016 (the "EGM").
References are made to: (i) the announcement of the Company dated 30 August 2016 relating to the continuing connected transactions (the "Announcement"); (ii) the circular of the Company dated 14 September 2016 (the "Circular") containing details of the resolution tabled at the EGM; and (iii) the notice of the EGM dated 28 October 2016. Unless otherwise indicated, 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 proposed resolution set out in the notice of the EGM was duly passed by the shareholders of the Company (the "Shareholders") by way of poll at the EGM held on Thursday, 15 December 2016 at the Conference Room One, 29/F, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, the PRC.
As at the date of the EGM, the total number of shares issued by the Company was 13,084,751,004 shares.
Cathay Pacific, being a substantial shareholder of the Company and Air China Cargo Co., Ltd., has a material interest in the proposed resolution, and is required to abstain, and has abstained, from voting on the resolution at the EGM. As at the date of the EGM, Cathay Pacific held an aggregate of 2,633,725,455 shares. Accordingly, the total number of shares entitling the Independent Shareholders
to attend and vote for or against the proposed resolution was 10,451,025,549 shares. The Shareholders and authorised proxies holding in aggregate 7,626,715,706 shares, entitling them to vote for or against the proposed resolution, were present at the EGM.
Save as disclosed above, there were no other restrictions on any Shareholders to cast votes on the following resolution proposed at the EGM.
The poll result in respect of the proposed resolution at the EGM was as follows:
ORDINARY RESOLUTION |
Votes for Shareholders |
|
For |
Against |
|
To consider and approve (i) the framework agreement dated 30 August 2016 entered into between the Company and Air China Cargo Co., Ltd. in respect of the continuing connected transactions for the three years from 1 January 2017 to 31 December 2019 and (ii) the proposed annual caps for the continuing connected transactions contemplated thereunder, the details of which are set out in the Circular. |
7,626,681,666 (99.9996%) |
34,040 (0.0004%) |
As more than 50% of the votes were cast in favour of the above resolution, the resolution was duly passed as an ordinary resolution. |
KPMG Huazhen LLP was the scrutineer for the vote-taking at the EGM.
By order of the Board
Rao Xinyu Tam Shuit Mui
Joint Company Secretaries
Beijing, the PRC, 15 December 2016
As at the date of this announcement, the directors of the Company are Mr. Cai Jianjiang, Mr. Song Zhiyong, Mr. Cao Jianxiong, Mr. Feng Gang, Mr. John Robert Slosar, Mr. Ian Sai Cheung Shiu, Mr. Pan Xiaojiang*, Mr. Simon To Chi Keung*, Mr. Stanley Hui Hon-chung* and Mr. Li Dajin*.
* Independent non-executive director of the Company