Voting Results of AGM
Air China Ld
31 May 2005
AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's Republic of China
with limited liability)
(Stock Code: 753)
VOTING RESULTS OF THE ANNUAL GENERAL MEETING
APPOINTMENT OF DIRECTOR
VOTING RESULTS OF THE ANNUAL GENERAL MEETING
At the annual general meeting of Air China Limited (the 'Company') for the year
ended 31 December 2004 held on 30 May 2005 (the 'AGM'), the chairman of the AGM
demanded that voting be made by poll on all the proposed resolutions. The total
number of shares of the Company entitling the holder to attend and vote for or
against the proposed resolutions at the AGM was 9,433,210,909. The total number
of shares of the Company present at the AGM was 7,898,268,186 including shares
represented by proxies. There were no restrictions on any shareholder's ability
to cast his/her votes on any of the following resolutions at the AGM. All
resolutions were approved by shareholders and the voting details are as follows:
No. Resolutions Number of Number of
Votes For Votes
(% of Total Against
Shares
Present)
1 To consider and approve the report of the board of directors of the Company for the year 7,882,136,186 0
2004. (99.80%)
2 To consider and approve the report of the supervisory committee of the Company for the 7,882,136,186 0
year 2004. (99.80%)
3 To consider and approve the audited consolidated financial statements of the Company for 7,882,136,186 0
the year 2004. (99.80%)
4 To consider and approve the profit distribution proposal for the year 2004 as recommended 7,882,136,186 0
by the board of directors of the Company. (99.80%)
5 To consider and approve the budget of the Company for the year 2005. 7,882,136,186 0
(99.80%)
6 To elect Mr. David Muir Turnbull as a director of the Company. 7,898,266,186 2,000
(99.99%)
7 To consider and approve the reappointment of Ernst & Young as the Company's international 7,898,266,186 0
auditors and Ernst & Young Hua Ming CPAs Limited Company as the Company's domestic (99.99%)
auditors for the year ending 31 December 2005 and to authorize the board of directors of
the Company to fix their remuneration thereof.
8 To consider and approve the 'Rules of Procedures for Shareholders' General Meeting' of 7,880,826,186 0
the Company. (99.78%)
9A To authorize the board of directors of the Company to exercise the powers to allot, issue 7,592,667,000 288,159,186
and deal with additional shares of the Company and to make or grant offers, agreements (96.13%)
and option which might require the exercise of such powers in connection with not
exceeding 20% of each of the existing Domestic Shares and H Share in issue at the date of
passing this resolution.
9B To authorize the board of directors of the Company to increase the registered capital and 7,753,973,500 126,852,686
amend the Articles of Association of the Company to reflect such increase in the (98.17%)
registered capital of the Company under above general mandate.
9C To authorize the board of directors of the Company to amend the Articles of Association 7,880,826,186 0
of the Company to reflect changes due to the Company's recent initial public offering. (99.78%)
9D To approve the issuance of Air China Bonds and authorize the board of directors of the 7,882,132,186 4,000
Company to deal with all related matters. (99.80%)
9E To approve the conversion of the Company into a foreign invested company limited by 7,882,136,186 0
Shares and authorize the board of directors of the Company to deal with or to appoint (99.80%)
other person to deal with relevant application procedures.
9F To approve, confirm and ratify a short-term commercial paper issuance program of the 7,746,734,500 135,396,686
Company and to authorize the board of directors and the management of the Company to (98.08%)
determine matters in relation to that issuance program in accordance with the market
conditions and the need of the Company, and to authorize the management of the Company to
take all necessary actions for the purpose of executing that issuance program.
Resolutions 1 to 8 were passed as ordinary resolutions, and Resolutions 9A to 9F
were passed as special resolutions. Details of above Resolutions were set put in
the notices of AGM. Ernst & Young acted as scrutineer for the vote-taking at the
AGM.
Appointment of Non-executive Director
The Company is pleased to announce that Mr. David Muir Turnbull was appointed as
a non-executive director of the Company at the AGM for a term from 30 May 2005
to 29 September 2007.
Mr. Turnbull, aged 50, is chairman of Swire Pacific Limited, Cathay Pacific
Airways Limited, Hong Kong Aircraft Engineering Company Limited and John Swire &
Sons (H.K.) Limited. He is a non-executive director of The Hongkong and Shanghai
Banking Corporation Limited and an independent non-executive director of Hysan
Development Company Limited. He joined the Swire group in 1976 and has worked
with the group in Australia, Dubai, Malaysia, Indonesia, the Philippines, and
Hong Kong. He has an honours degree in economics.
Except for serving as the chairman of Cathay Pacific Airways Limited, a
substantial shareholder of the Company, Mr. Turnbull has no relationship with
any director, senior management, substantial shareholder or controlling
shareholder of the Company. Mr. Turnbull has no interest in the shares of the
Company within the meaning of Part XV of the Securities and Futures Ordinance of
Hong Kong.
Mr. Turnbull will not receive any compensation for his service as a director of
the Company.
Board of Directors
As at the date of this announcement, the board of directors of the Company
comprises the following members:
Li Jiaxiang (chairman, non-executive director)
Kong Dong (vice chairman, non-executive director)
Wang Shixiang (vice chairman, non-executive director)
Yao Weiting (non-executive director)
David Muir Turnbull (non-executive director)
Ma Xulun (executive director)
Cai Jianjiang (executive director)
Fan Cheng (executive director)
Hu Hung Lick, Henry (independent non-executive director)
Wu Zhipan (independent non-executive director)
Zhang Ke (independent non-executive director)
By order of the Board
Air China Limited
Fan Cheng Li Man Kit
Joint Company Secretaries
Beijing, 31 May 2005
This information is provided by RNS
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