POLL RESULTS OF 2012 AGM AND PAYMENT OF DIVIDEND

RNS Number : 5145F

Air China Ld

24 May 2013

 



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.

 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 2012 ANNUAL GENERAL MEETING

AND

PAYMENT OF THE FINAL DIVIDEND

The board of directors (the "Board") of Air China Limited (the "Company") is pleased to announce the results of the resolutions passed at the annual general meeting of the Company for the year ended 31 December 2012 held on 23 May 2013 (the "AGM"). The Company's shareholders approved the profit distribution proposal and declaration of a final dividend of RMB0.5935 per ten shares (equivalent to HK$0.7433 per ten shares) (including tax) for the year ended 31 December 2012. The final dividend will be paid on or around 16 July 2013.

RESULTS OF THE AGM

As at the date of the AGM, the total number of shares of the Company entitling the holders to attend and vote for or against the proposed resolutions nos. 1 to 8 at the AGM was 13,084,751,004. The shareholders and authorised proxies holding in aggregate 10,304,346,600 shares, entitling them to vote for or against the resolutions nos. 1 to 8, were present at the AGM.

Cathay Pacific Airways Limited, the substantial shareholder of the Company, has a material interest in the proposed resolution no. 9, and is required to abstain, and has abstained, from voting on the resolution no. 9 at the AGM. As at the date of the AGM, Cathay Pacific Airways Limited held 2,523,011,455 shares of the Company. Accordingly, the total number of shares entitling the holders to attend and vote for or against the resolution no. 9 was 10,561,739,549. The shareholders and authorised proxies holding in aggregate 7,781,335,145 shares, entitling them to vote for or against the resolution no. 9, were present at the AGM.

Save as disclosed above, there were no other restrictions on any shareholders to cast votes on any of the following resolutions proposed at the AGM.

All resolutions were approved by shareholders and the voting details are as follows:

ORDINARY RESOLUTIONS		Votes of Shareholders
		For		Against
1.	To consider and approve the report of the Board for the year 2012.	10,300,892,218 (99.9665%)		147,503 (0.0014%)
2.	To consider and approve the report of the supervisory committee of the Company for the year 2012.	10,300,891,898 (99.9665%)		147,503 (0.0014%)
3.	To consider and approve the audited consolidated financial statements of the Company for the year 2012 prepared under the PRC Accounting Standards and the International Financial Reporting Standards.	10,120,167,062 (98.2126%)		147,503 (0.0014%)
4.	To consider and approve the profit distribution proposal and the dividends distribution proposal for the year 2012 as recommended by the Board and to authorise the Board to implement such proposals.	10,300,892,118 (99.9665%)		147,603 (0.0014%)
5.	To consider and approve the appointment of KPMG as the Company's international auditor and KPMG Huazhen (Special General Partnership) as the Company's domestic auditor and internal control auditor respectively for the year ending 31 December 2013 and to authorise the management of the Company to determine their remunerations for the year 2013.	10,300,887,798 (99.9664%)		151,503 (0.0015%)
As more than 50% of the votes were cast in favour of the above resolutions, the resolutions were duly passed as ordinary resolutions.
SPECIAL RESOLUTIONS		Votes of Shareholders
		For		Against
6.	To authorise the Board to exercise the powers to allot, issue and deal with additional shares of the Company and to make or grant offers, agreements and options which might require the exercise of such powers in connection with not exceeding 20% of each of the existing A Shares and H Shares (as the case may be) in issue at the date of passing this resolution, and to authorise the Board to increase the registered capital and amend the Articles of Association of the Company to reflect such increase in the registered capital of the Company under the general mandate.	9,721,207,902 (94.3408%)		579,793,279 (5.6267%)
7.	To consider and approve the resolution in relation to the grant of a general mandate to the Board to issue debt financing instruments.	9,836,710,473 (95.4618%)		431,976,832 (4.1922%)
8.	To consider and approve the revised Measures on Management of the Stock Appreciation Rights and the Proposal for the Second Grant of the Stock Appreciation Rights.	10,287,155,378 (99.8332%)		13,846,343 (0.1344%)
As more than two-thirds of the votes were cast in favour of the above resolutions, the resolutions were duly passed as special resolutions.
ORDINARY RESOLUTION			Votes of Shareholders
			For		Against
9.	To consider and approve the resolution in relation to the provision of guarantee by the Company for the financing to be obtained by Air China Cargo Co., Ltd., a subsidiary of the Company, for its purchase of 8 B777-200F freighters.		7,769,948,915 (99.8537%)		2,247,503 (0.0289%)
As more than 50% of the votes were cast in favour of the above resolutions, the resolutions were duly passed as ordinary resolutions.

Zhonglei Certified Public Accountants was the scrutineer for the vote-taking at the AGM.

PAYMENT OF THE FINAL DIVIDENDS

The Board wishes to inform shareholders that details of the payment of the final dividend for the year ended 31 December 2012 (the "2012 Final Dividends") are as follows:

The Company will pay a final dividend of RMB0.5935 per ten shares (equivalent to HK$0.7433 per ten shares) (including tax) for the year ended 31 December 2012. The 2012 Final Dividends will be paid to shareholders whose names appear on the register of members of the Company at the close of business on Monday, 10 June 2013. The register of members of the Company will be closed from Tuesday, 11 June 2013 to Sunday, 16 June 2013 (both dates inclusive) during which period no transfer of H shares of the Company will be registered. In order to be entitled to receive the 2012 Final Dividends, all transfers of H shares of the Company accompanied by the relevant share certificates and appropriate transfer forms must be lodged with the Company's H shares registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17/F., Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Monday, 10 June 2013. Dividends payable to the Company's shareholders shall be denominated and declared in Renminbi. Dividends payable to the holders of A shares shall be paid in Renminbi while dividends payable to the holders of H shares shall be paid in Hong Kong dollars. The amount of Hong Kong dollars payable shall be calculated on the basis of the average of the middle rate of Renminbi to Hong Kong dollars as announced by the People's Bank of China for the calendar week prior to the declaration of the 2012 Final Dividends at the AGM (RMB0.79847 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 2012 Final Dividends declared for payment to holders of H shares. The Receiving Agent will pay the 2012 Final Dividends on or around 16 July 2013. Relevant cheques will be dispatched to holders of H shares entitled to receive such dividends by ordinary post and at their own risk on or around 16 July 2013.

TAXATION ON THE FINAL DIVIDENDS

In accordance with the "Enterprise Income Tax Law of the People's Republic of China" (《中華人民共和國企業所得稅法》) and the "Rules for the Implementation of the Enterprise Income Tax Law of the People's Republic of China" (《中華人民共和國企業所得稅法實施條例》), both implemented on 1 January 2008 and the "Notice of the State Administration of Taxation on Issues Relevant to the Withholding of Enterprise Income Tax on Dividends Paid by PRC Enterprises to Offshore Non-resident Enterprise Holders of H Shares" (Guo Shui Han [2008] No. 897) (《關於中國居民企業向境外H股非居民企業股東派發股息代扣代繳企業所得稅有關問題的通知》(國稅函[2008]897號)) promulgated on 6 November 2008, the Company is obliged to withhold and pay PRC enterprise income tax on behalf of non-resident enterprise shareholders at a tax rate of 10% from 2008 onwards when the Company distributes any dividends to non-resident enterprise shareholders whose names appear on the register of members of H shares of the Company. As such, any H shares of the Company which are not registered in the name(s) of individual(s) (which, for this purpose, includes shares registered in the name of HKSCC Nominees Limited, other nominees, trustees, or other organisations or groups) shall be deemed to be H shares held by non-resident enterprise shareholder(s), and the PRC enterprise income tax shall be withheld from any dividends payable thereon. Non-resident enterprise shareholders may wish to apply for a tax refund (if any) in accordance with the relevant requirements, such as tax agreements (arrangements), upon receipt of any dividends.

In accordance with the "Circular on Certain Issues Concerning the Policies of Individual Income Tax" (Cai Shui Zi [1994] No.020) (《關於個人所得稅若干政策問題的通知》(財稅字[1994]020號)) promulgated by the Ministry of Finance and the State Administration of Taxation on 13 May 1994, overseas individuals are, as an interim measure, exempted from the PRC individual income tax for dividends or bonuses received from foreign-invested enterprises. As the Company is a foreign-invested enterprise, the Company will not withhold and pay the individual income tax on behalf of individual shareholders when the Company distributes the 2012 Final Dividends to individual shareholders whose names appear on the register of members of H shares of the Company.

Shareholders are recommended to consult their tax advisors regarding the ownership and disposal of H shares of the Company in the PRC and in Hong Kong and other tax effects.

By order of the Board

Air China Limited

Rao Xinyu  Tam Shuit Mui

Joint Company Secretaries

Beijing, the PRC, 23 May 2013

As at the date of this announcement, the directors of the Company are Mr. Wang Changshun, Ms. Wang Yinxiang, Mr. Cao Jianxiong, Mr. Sun Yude, Mr. Christopher Dale Pratt,Mr. Ian Sai Cheung Shiu, Mr. Cai Jianjiang, Mr. Fan Cheng, Mr. Fu Yang*, Mr. Li Shuang*, Mr. Han Fangming* and Mr. Yang Yuzhong*.

* Independent non-executive Director of the Company

 

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