Poll Results of the Extraordinary General Meeting

RNS Number : 2289G

Air China Ld

27 June 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 26 June 2012 (the "EGM").

Reference is made to the circular of the Company dated 8 May 2012 (the "Circular") and the notice of EGM dated 8 May 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 Circular.

The Board is pleased to announce that all the proposed resolutions set out in the form of proxy for the EGM were duly passed by the Shareholders by way of poll at the EGM held on Tuesday, 26 June 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 ordinary resolution proposed at the EGM was 12,891,954,673 shares. The shareholders and authorised proxies holding in aggregate 9,991,914,752 shares, entitling them to vote for or against the proposed ordinary resolution, 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 special resolutions at the EGM and are required to abstain, and have abstained, from voting on the special resolutions at the EGM. As at the date of the EGM, CNAHC and CNACG held an aggregate of 6,710,498,806 shares. Accordingly, the total number of shares entitling the Shareholders to attend and vote for or against the special resolutions proposed at the EGM was 6,181,455,867 shares. The shareholders and authorised proxies holding in aggregate 3,505,267,946 shares, entitling them to vote for or against the proposed special resolutions, were present 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 satisfaction by the Company of the requirements for the Non-public A Share Issue.	9,922,704,049 (99.3073%)	69,080,903 (0.6914%)
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 RESOLUTIONS		Votes of Shareholders
		For	Against
2.	To consider and approve each of the following proposals concerning the Non-public A Share Issue.
	2.1     Class of Shares and Nominal Value	3,435,991,143 (98.0236%)	68,961,503 (1.9674%)
	2.2     Method of Issue	3,435,984,643 (98.0235%)	69,011,503 (1.9688%)
	2.3     Target Subscriber and Subscription Method	3,435,984,643 (98.0235%)	69,011,503 (1.9688%)
	2.4     Use of Proceeds	3,435,984,643 (98.0235%)	68,961,503 (1.9674%)
	2.5     Pricing Base Day and Issue Price	3,435,984,643 (98.0235%)	68,988,003 (1.9681%)
	2.6     Offering Size	3,435,984,643 (98.0235%)	68,961,503 (1.9674%)
	2.7     Lock-up Period	3,435,984,643 (98.0235%)	68,961,503 (1.9674%)
	2.8     Place of Listing	3,435,984,643 (98.0235%)	68,961,503 (1.9674%)
	2.9     Accumulated Profit Arrangement	3,435,984,643 (98.0235%)	68,975,003 (1.9678%)
	2.10   Effectiveness of the Resolution Approving the Non-public A Share Issue	3,435,984,643 (98.0235%)	68,961,503 (1.9674%)
3.	To consider and approve the Feasibility Study Report on Use of Proceeds from the Non-public A Share Issue of the Company.	3,435,988,943 (98.0236%)	310,503 (0.0089%)
4.	To consider and approve the Report on Use of Proceeds from Previous Fund Raising Activities of the Company.	3,435,989,943 (98.0236%)	309,503 (0.0088%)
5.	To consider and approve the Share Subscription Agreement entered into by and between the Company and CNAHC.	3,435,988,943 (98.0236%)	68,930,503 (1.9665%)
6.	To consider and approve the authorisation given to the Board, the chairman of the Board and/or any other person authorised by the chairman of the Board to handle all relevant matters relating to the Non-public A Share Issue.	3,431,588,943 (97.8980%)	73,330,503 (2.0920%)
As more than two-thirds of the votes were cast in favour of the above resolutions, the resolutions were duly passed as special resolutions.

Ernst & Young Hua Ming 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, 26 June 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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