POLL RESULTS OF 2018 ANNUAL GENERAL MEETING

RNS Number : 7451A

Air China Ld

31 May 2019

 

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.

中國國際航空股份有限公司

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 2018 ANNUAL 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 annual general meeting of the Company held on 30 May 2019 for the year ended 31 December 2018 (the "AGM").

Reference is made to the notice of AGM dated 4 April 2019 (the "Notice") and the supplemental notice of the AGM dated 15 May 2019 of the Company (the "Supplemental Notice") containing details of the resolutions tabled at the AGM.

The Board is pleased to announce that the resolutions set out in the Notice and the Supplemental Notice were duly passed by the Shareholders by way of poll at the AGM held on Thursday, 30 May 2019 at The Conference Room C713, No. 30, Tianzhu Road, Airport Industrial Zone, Shunyi District, Beijing, the PRC.

RESULTS OF THE AGM

As at the date of the AGM, the number of total issued shares of the Company was 14,524,815,185. Shareholders and authorized proxies holding an aggregate of 10,814,883,196 shares, representing 74.4579% of the total issued share capital of the Company were present at the AGM.

There were no shares the holder of which is required under The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Hong Kong Listing Rules") to abstain from voting on the resolutions proposed at the AGM. There were no shares entitling the holder to attend and abstain from voting in favour of the resolutions proposed at the AGM as set out in Rule 13.40 of the Hong Kong Listing Rules. No parties have stated their intention in the Notice and the Supplemental Notice to vote against the resolutions proposed at the AGM or to abstain from voting.

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

ORDINARY RESOLUTIONS		Votes for Shareholders
		For	Against	Abstain
1.	To consider and approve the 2018 work report of the Board of the Company.	10,813,042,796 (99.9830%)	17,300 (0.0002%)	1,823,100 (0.0169%)
2.	To consider and approve the 2018 work report of the supervisory committee of the Company.	10,813,042,796 (99.9830%)	17,300 (0.0002%)	1,823,100 (0.0169%)
3.	To consider and approve the appointment of Mr. Cao Jianxiong as a non-executive director of the Company.	10,734,916,212 (99.2606%)	79,302,984 (0.7333%)	664,000 (0.0061%)
4.	To consider and approve the audited consolidated financial statements of the Company for the year 2018 prepared under the PRC Accounting Standards and the International Financial Reporting Standards.	10,813,042,796 (99.9830%)	17,300 (0.0002%)	1,823,100 (0.0169%)
5.	To consider and approve the profit distribution proposal for the year 2018 as recommended by the Board.	10,814,201,896 (99.9937%)	17,200 (0.0002%)	664,100 (0.0061%)
6.	To grant the authorisation to the Board to issue debt financing instruments.	10,814,201,996 (99.9937%)	17,200 (0.0002%)	664,000 (0.0061%)
As more than 50% of the votes were cast in favour of the above resolutions, the resolutions were duly passed as ordinary resolutions.
SPECIAL RESOLUTION		Votes for Shareholders
		For	Against	Abstain
7.	To consider and approve the resolution in relation to the grant of a general mandate to the Board to issue debt financing instruments.	10,418,924,154 (96.3388%)	271,099,480 (2.5067%)	42,547,444 (0.3934%)
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 RESOLUTION		Votes for Shareholders
		For	Against	Abstain
8.	To consider and approve the adjustment of remunerations of independent non-executive directors of the Company to RMB200,000 (before tax) per annum per person with retrospective effect from 1 January 2019 (if the policies of State-owned Assets Supervision and Administration Commission of the State Council provide otherwise, such policies shall be followed).	10,736,615,936 (99.2763%)	13,317,300 (0.1231%)	1,083,960 (0.0100%)
As more than 50% of the votes were cast in favour of the above resolution, the resolution was duly passed as an ordinary resolution.

Zhongxinghua Certified Public Accountants LLP was the scrutineer for the vote-taking at the AGM.

The Shareholders approved the profit distribution proposal and declaration of a final dividend of RMB1.0328 (including tax) per ten shares (equivalent to HK$1.1750 per ten shares) for the year ended 31 December 2018. The amount of Hong Kong dollars payable shall be calculated on the basis of the average of the middle rate of Renminbi to Hong Kong dollars as announced by the People's Bank of China for the calendar week prior to the declaration of the final dividend for the year ended 31 December 2018 at the AGM (RMB0.8790 equivalent to HK$1.00). The Company will make further announcement on details of the payment of such dividends as and when appropriate.

By order of the Board

                Air China Limited

                   Zhou Feng    Tam Shuit Mui

Joint Company Secretaries

Beijing, the PRC, 30 May 2019

As at the date of this announcement, the directors of the Company are Mr. Cai Jianjiang, Mr. Song Zhiyong, Mr. Cao Jianxiong, Mr. Xue Yasong, Mr. John Robert Slosar, Mr. Wang Xiaokang*, Mr. Liu Deheng*, Mr. Stanley Hui Hon-chung* and Mr. Li Dajin*.

* Independent non-executive director of the Company

 

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