POLL RESULTS OF 2023 ANNUAL GENERAL MEETING

Air China Ld

31 May 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 2023 ANNUAL GENERAL MEETING

Reference is made to the circular of Air China Limited (the "Company") dated 26 April 2024 (the "Circular") and the notice of the AGM dated 26 April 2024 (the "Notice") containing details of the resolutions tabled at the AGM. Unless otherwise stated 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 resolutions set out in the Notice were duly passed by the Shareholders by way of poll at the AGM held at 11:00 a.m. on Thursday, 30 May 2024 at The Conference Room C713, No. 30, Tianzhu Road, Airport Industrial Zone, Shunyi District, Beijing, the PRC. Except for Mr. Xiao Peng, Mr. Li Fushen and Ms. Winnie Tam Wan-chi who did not attend the AGM due to business arrangements, all other Directors attended the AGM.

RESULTS OF THE AGM

As at the date of the AGM, the number of total issued shares of the Company was 16,593,720,146 shares. Shareholders and authorised proxies holding an aggregate of 11,546,639,268 shares, representing 69.5844% of the total issued shares with voting rights of the Company, were present at the AGM.

There was no share the holder of which is required under the Hong Kong Listing Rules to abstain from voting on any resolution proposed at the AGM. There was no share entitling the holder to attend and abstain from voting in favour of any resolution proposed at the AGM as set out in Rule 13.40 of the Hong Kong Listing Rules. No Shareholder has stated his/her/its intention in the Circular to vote against any resolution proposed at the AGM or to abstain from voting.

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

ORDINARY RESOLUTIONS		Votes for Shareholders
		For	Against	Abstain
1.	To consider and approve the 2023 work report of	11,441,590,865	103,967,503	1,080,900
	the Board.	(99.0902%)	(0.9004%)	(0.0094%)
2.	To consider and approve the 2023 work report of	11,534,837,701	10,720,667	1,080,900
	the Supervisory Committee.	(99.8978%)	(0.0928%)	(0.0094%)
3.	To consider and approve the audited consolidated	11,517,363,701	28,194,667	1,080,900
	financial statements of the Company for the year	(99.7465%)	(0.2441%)	(0.0094%)
	2023 prepared under the PRC Accounting
	Standards and the International Financial
	Reporting Standards.
4.	To consider and approve the profit distribution	11,546,429,168	210,000	100
	proposal for the year 2023.	(99.9982%)	(0.0017%)	(0.0001%)
5.	To consider and approve the resolution on the	11,544,277,373	191,300	2,170,595
	unrecovered losses of the Company exceeding	(99.9795%)	(0.0017%)	(0.0188%)
	one-third of the total amount of its paid-up share
	capital.
6.	To consider and approve the re-appointment of	11,546,117,968	521,200	100
	Deloitte Touche Tohmatsu as the Company's	(99.9955%)	(0.0044%)	(0.0001%)
	international auditor for the year 2024 and
	Deloitte  Touche  Tohmatsu  Certified  Public
	Accountants LLP as the Company's domestic
	auditor and internal control auditor for the year
	2024, and to authorize the Audit and Risk
	Management Committee (the Supervision
	Committee) of the Board to determine their
	remunerations for the year 2024.
As more than 50% of the votes were cast in favour of the above resolutions, the resolutions were duly passed as ordinary resolutions.
SPECIAL RESOLUTION		Votes for Shareholders
		For	Against	Abstain
7.	To consider and approve the resolution in relation	11,322,240,417	224,398,851	0
	to the grant of general mandate to the Board to	(98.0566%)	(1.9434%)	(0.0000%)
	issue debt financing instruments.
As more than two-thirds of the votes were cast in favour of the above resolution, the resolution was duly passed as a special resolution.

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

Xiao Feng     Huen Ho Yin

​Joint Company Secretaries

Beijing, the PRC, 30 May 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

 

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