Poll Results of EGM

RNS Number : 1097U

Air China Ld

21 December 2012

 



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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 RESULTS OF THE EXTRAORDINARY GENERAL MEETING

The board of directors (the "Board") of Air China Limited (the "Company") is pleased to announce the results of the resolutions passed at the extraordinary general meeting of the Company held on 20 December 2012 (the "EGM").

Reference is made to: (i) the circulars of the Company dated 5 November 2012 and 4 December 2012, respectively (the "Circulars"); (ii) the notice of EGM dated 5 November 2012; and (iii) the supplemental notice of EGM dated 4 December 2012, containing details of the resolutions tabled at the EGM. Unless otherwise indicated, capitalised terms used in this announcement shall have the same meanings as those defined in the Circulars.

The Board is pleased to announce that all the proposed resolutions set out in the revised form of proxy for the EGM were duly passed by the Shareholders by way of poll at the EGM held on Thursday, 20 December 2012 at The Conference Room, 29/F, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC.

RESULTS OF THE EGM

As at the date of the EGM, the total number of shares entitling the Shareholders to attend and vote for or against the resolutions nos. 1, 2 and 3 proposed at the EGM was 12,891,954,673 shares. The shareholders and authorised proxies holding in aggregate 9,909,541,831 shares, entitling them to vote for or against the resolutions nos. 1, 2 and 3, were present at the EGM.

CNAHC, the controlling shareholder of the Company, and CNACG, the wholly-owned subsidiary of CNAHC, have a material interest in the proposed resolution no. 4, and are required to abstain, and have abstained, from voting on the resolution no. 4 at the EGM. As at the date of the EGM, CNAHC and CNACG held an aggregate of 6,761,256,448 shares. Accordingly, the total number of shares entitling the Independent Shareholders to attend and vote for or against the resolution no. 4 was 6,130,698,225 shares. The shareholders and authorised proxies holding in aggregate 3,315,137,383 shares, entitling them to vote for or against the resolution no. 4, were present at the EGM.

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

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

ORDINARY RESOLUTION		Votes of Shareholders
		For	Against
1.	To consider and approve the proposed adoption of the shareholders' return plan for the three years from 2012 to 2014 as set out in Appendix II of the circular despatched by the Company on 5 November 2012	9,909,389,231 (99.9985%)	130,500 (0.0013%)
As more than 50% of the votes were cast in favour of the above resolution, the resolution was duly passed as an ordinary resolution.
SPECIAL RESOLUTION		Votes of Shareholders
		For	Against
2.	To consider and approve the proposed amendments to the articles of association of the Company as set out in Appendix I of the circular despatched by the Company on 5 November 2012 and the chairman and/or any person authorised by the chairman be authorised to adjust, at his or her discretion, the said amendments in accordance with the opinion of the relevant PRC authorities (the proposed amendment to the Articles of Association will be submitted to the relevant PRC authorities for approval and filing after being approved at the EGM)	9,886,422,191 (99.7667%)	23,075,740 (0.2329%)
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.
ORDINARY RESOLUTIONS		Votes of Shareholders
		For	Against
3.	To consider and approve the appointment of Deloitte Touche Tohmatsu CPA Ltd. as the Company's internal control auditor for the year 2012 to audit the effectiveness of the Company's internal control for the year 2012 and to issue the internal control audit report, and the authorisation to the management of the Company to determine the remuneration of Deloitte Touche Tohmatsu CPA Ltd. for conducting its internal control audit for the year 2012	9,903,305,571 (99.9371%)	106,700 (0.0011%)
4.	To consider and approve the resolutions concerning the entry into continuing connected transaction agreements for the three years from 1 January 2013 to 31 December 2015 and their respective annual caps	2,799,718,716 (84.4526%)	409,278,607 (12.3458%)
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 EGM.

By order of the Board

Air China Limited

Rao Xinyu  Tam Shuit Mui

Joint Company Secretaries

Beijing, the PRC, 20 December 2012

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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