Poll Results of First EGM of 2012

RNS Number : 9654V

Air China Ld

23 January 2012

 



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 whatsoever 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 The First Extraordinary General Meeting of 2012

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 Friday, 20 January 2012.

Reference is made to the circular of Air China Limited (the "Company") dated 5 January 2012 (the "Circular"). Unless otherwise specified in this announcement, terms used herein shall have the same meanings as defined in the Circular.

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 Friday, 20 January 2012 at The Conference Room 2811, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC.

As stated in the notice of EGM dated 6 December 2011, Shareholders whose names appear on the register of members of the Company at the close of business on Tuesday, 20 December 2011 are entitled to attend the EGM.

The total number of the issued shares of the Company entitling the Shareholders to attend and vote on the proposed resolutions at the EGM was 12,891,954,673. There were no shares of the Company entitling the Shareholders to attend and abstain from voting in favour as set out in Rule 13.40 of the Listing Rules and no Shareholders were required under the Listing Rules to abstain from voting at the EGM. Shareholders and authorized proxies, holding an aggregate of 9,694,113,505 shares, entitling them to vote for or against the proposed resolutions at the EGM, were present at the EGM. The holding of the EGM was in compliance with the requirements of the Company Law of the PRC and the provisions of the articles of association of the Company. The EGM was chaired by Mr. Kong Dong, the chairman of the Board of the Company.

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

ORDINARY RESOLUTIONS		Votes of Shareholders
		FOR	AGAINST
1.	To consider and approve the appointment of Ernst & Young Hua Ming Certified Public Accountants as the Company's internal control auditor for the year 2011 to review the effectiveness of the Company's internal control for the year 2011 and to issue the internal control audit report, and the authorisation to the management of the Company to determine their corresponding remunerations for the year 2011.	9,693,846,745 (99.9972%)	266,760
2.	To consider and approve the proposed appointment of Mr. Wang Changshun as a new non-executive director of the Company.	9,671,854,457 (99.7704%)	21,585,554
As more than 50% of the votes were cast in favour of the above resolutions, the above resolutions were duly passed as ordinary resolutions.
SPECIAL RESOLUTION		Votes of Shareholders
		FOR	AGAINST
3.	To consider and approve the reduction of the exercise price of the stock appreciation rights under the first issue of the stock appreciation rights programme of the Company by HK$0.27 from HK$5.97 to HK$5.70, given that the Company has distributed cash dividends accumulated to HK$0.27 per share to its shareholder since the date of grant of such rights.	9,693,172,011 (99.9903%)	256,000
As more than 2/3 of the votes were cast in favour of the above resolution, the above resolution was duly passed as a special resolution.

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, 20 January 2012

As at the date of this notice, 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

 

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