POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING

RNS Number : 9071U

Air China Ld

24 January 2017

 

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 THE EXTRAORDINARY GENERAL MEETING,

THE  H  SHAREHOLDERS'  CLASS MEETING

AND

THE  A  SHAREHOLDERS'  CLASS 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 (the  "EGM"),  the H shareholders' class meeting (the "H Shareholders' Class  Meeting")  and  the  A shareholders' class  meeting  (the  "A  Shareholders'  Class  Meeting",  together  with  the  EGM  and H Shareholders' Class Meeting, the "Meetings") of the Company held on 23 January 2017.

References are made to: (i) the announcement of the Company dated 2 December 2016 relating to the extension of the Validity Period of Resolution Relating to the Non-public A Share  Issue  and  the Validity Period of Authorisation to the Board (the  "Announcement");  (ii)  the  circular  of  the Company dated 5 December 2016 (the "Circular") containing details of the resolutions tabled at the Meetings; (iii) the notice of the EGM dated 5 December 2016; (iv) the notice of the H Shareholders'  Class Meeting dated 5 December 2016; and (v) the announcement of the Company dated 5 January    2017 relating to the adjournment of the Meetings. 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 the proposed resolutions set out in the notices of the Meetings, respectively, were duly passed by the shareholders of the Company (the "Shareholders") by way of    poll at the Meetings held on Monday, 23 January 2017 at the Conference Room One, 29/F, Air China Building,  36  Xiaoyun  Road,  Chaoyang  District,  Beijing,  the PRC.

CNAHC, as a subscriber of the Non-public A Share Issue, has a material interest in the Non-public A Share Issue. Therefore, CNAHC and its associates (including its wholly-owned subsidiary, CNACG)    are required to abstain from voting on the resolution in respect of the extension of the Validity Period    of Resolution Relating to the Non-public A Share Issue at the Meetings.

RESULTS  OF  THE EGM

As at the date of the EGM, the total number of shares of the Company ("Shares") entitling the Shareholders to attend and vote for or against the special resolution numbered 2 proposed at the EGM was 13,084,751,004 shares. The Shareholders and authorised proxies holding in aggregate 10,411,728,418 Shares, entitling them  to  vote  for  or  against  the  proposed  special  resolution numbered 2, were present at the  EGM.

CNAHC and CNACG, as mentioned above, have a material interest in the proposed special resolution numbered 1 at the EGM and are required to abstain, and have abstained, from voting on the special resolution numbered 1 at the EGM. As at the date of the EGM, CNAHC  and  CNACG  held  an  aggregate of 6,995,092,799 Shares. Accordingly, the total number of Shares entitling the Independent Shareholders to attend and vote for or against the special resolution numbered 1 proposed at the EGM was 6,089,658,205 Shares. The Shareholders and authorised proxies holding in aggregate 3,419,639,619 Shares, entitling them  to  vote  for  or  against  the  proposed  special  resolution  numbered 1, 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:

SPECIAL  RESOLUTIONS		Votes  of Shareholders
		For	Against
1.	To consider and approve the extension of the validity  period of the resolution relating to  the  Non-public  A  Share  Issue  until  30  April 2017.	3,410,774,498 (99.7408%)	8,865,121 (0.2592%)
2.	To consider and approve the extension of the validity  period of the authorisation granted to the Board and the Board's authorised person(s) to handle all  relevant matters relating to the Non-public A Share Issue for a 12-month period from the date of the approval of this special  resolution.	10,402,863,297 (99.9149%)	8,865,121 (0.0851%)
As more than two-thirds of the votes were cast in favour of the above resolutions, the resolutions    were  duly  passed  as  special resolutions.

RESULT  OF  THE  H  SHAREHOLDERS'  CLASS MEETING

As at the date of the H Shareholders' Class Meeting, the total number of H shares issued by the  Company  ("H  Shares")  was  4,562,683,364 shares.

CNACG, as mentioned above, has a material interest in the proposed special resolution at the H Shareholders' Class Meeting and are required to abstain, and have abstained,  from  voting  on  the  special resolution at the H Shareholders' Class Meeting. As at the date of the H Shareholders' Class Meeting, CNACG held 223,852,000 H Shares. Accordingly, the total number of H Shares entitling the Independent Shareholders to attend and vote for or against the special resolution proposed at the  H Shareholders' Class Meeting was 4,338,831,364 H Shares. The H Shareholders  and  authorised  proxies holding in aggregate 3,250,675,349 H Shares, entitling them to  vote  for  or  against  the  proposed special resolution, were present at the H Shareholders' Class Meeting.

Save as disclosed above, there were no other restrictions on any H Shareholders to cast votes on the following  resolution  proposed  at  the  H  Shareholders'  Class Meeting.

The poll result in respect of the proposed resolution at the H Shareholders' Class Meeting was  as  follows:

SPECIAL  RESOLUTION		Votes  of Shareholders
		For	Against
1.	To consider and approve the extension of the validity  period of the resolution relating to  the  Non-public  A  Share  Issue  until  30  April 2017.	3,244,937,349 (99.8235%)	5,738,000 (0.1765%)
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.

RESULT  OF  THE  A  SHAREHOLDERS'  CLASS MEETING

As at the date of the A Shareholders' Class Meeting, the total number of A shares issued by the  Company  ("A  Shares")  was  8,522,067,640 shares.

CNAHC and CNACG, as mentioned above, have a material interest in the proposed special resolution    at the A Shareholders' Class Meeting and are required to abstain, and have abstained, from voting on    the special resolution at the A Shareholders' Class Meeting. As at the date of the A Shareholders'       Class Meeting, CNAHC and CNACG held an aggregate of 6,771,240,799 A Shares. Accordingly, the total number of A Shares entitling the Independent Shareholders to attend and vote for or against the special resolution proposed at the A Shareholders' Class Meeting was 1,750,826,841 A Shares. The A Shareholders and authorised proxies holding in aggregate  168,025,890  A  Shares,  entitling  them  to vote for or against the proposed special resolution, were  present  at  the  A  Shareholders'  Class  Meeting.

Save as disclosed above, there were no other restrictions on any A Shareholders to cast votes on the following  resolution  proposed  at  the  A  Shareholders'  Class Meeting.

The poll result in respect of the proposed resolution at the A Shareholders' Class Meeting was as  follows:

SPECIAL  RESOLUTION		Votes  of Shareholders
		For	Against
1.	To consider and approve the extension of the validity  period of the resolution relating to  the  Non-public  A  Share  Issue  until  30  April 2017.	164,908,809 (98.1449%)	3,117,081 (1.8551%)
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.

KPMG Huazhen LLP was the scrutineer for the vote-taking at the Meetings.

By  order  of  the Board

Air  China Limited

Rao Xinyu      Tam  Shuit Mui

Joint  Company Secretaries

Beijing,  the  PRC,  23  January 2017

As at the date of this announcement, the directors of the Company are Mr. Cai Jianjiang, Mr. Song Zhiyong, Mr. Cao Jianxiong, Mr. Feng Gang, Mr. John Robert Slosar, Mr. Ian Sai Cheung Shiu, Mr.  Pan Xiaojiang*, Mr. Simon To Chi Keung*, Mr. Stanley Hui Hon-chung* and Mr. Li Dajin*.

*     Independent  non-executive  director  of  the Company

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