POLL RESULTS OF EXTRAORDINARY GENERAL MEETING

Air China Ld

06 December 2024

 

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 EXTRAORDINARY GENERAL MEETING

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The board of directors (the “Board”) of Air China Limited (the “Company”) is pleased to announce that the extraordinary general meeting (the “EGM”) of the Company was held on 5 December 2024, and all the resolutions proposed at the EGM were duly passed.

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References are made to (i) the notice of the EGM dated 18 November 2024 (the "Notice"); and (ii) the circular of the Company dated 18 November 2024 (the "Circular"). Unless otherwise specified herein, 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 resolutions set out in the Notice were duly passed by the Shareholders by way of poll at the EGM held at 11:30 a.m. on Thursday, 5 December 2024 at The Conference Room C713, No. 30, Tianzhu Road, Airport Industrial Zone, Shunyi District, Beijing, the PRC. Except for Mr. Patrick Healy and Mr. Xiao Peng who did not attend the EGM due to business arrangements, all the other Directors of the Company attended the EGM.

RESULTS OF THE EGM

As at the date of the EGM, the total number of issued Shares of the Company was 16,593,720,146 Shares. Shareholders and authorised proxies holding an aggregate of 3,250,215,658 Shares were present at the EGM.

CNAHC and CNACG have material interests in the resolutions No. 1.01 to No. 1.04 proposed at the EGM, and therefore they were required to abstain, and have abstained, from voting on such resolutions. CNAHC, CNACG, Cathay Pacific and their respective associates have material interests in resolution No. 2 proposed at the EGM, and therefore they were required to abstain, and have abstained, from voting on such resolution. As at the date of the EGM, CNAHC and CNACG, in aggregate, held 8,516,024,075 shares of the Company; and Cathay Pacific and its associates, in aggregate, held 2,633,725,455 shares of the Company. Accordingly, at the EGM, the total number of Shares entitling the holders to attend and vote on resolutions No. 1.01 to No. 1.04 was 8,077,696,071 Shares, and the total number of Shares entitling the holders to attend and vote on resolution No. 2 was 5,443,970,616 Shares.

Save as disclosed above, none of the holders of any Shares was required under the Hong Kong Listing Rules to abstain from voting on the proposed resolutions at the EGM. There were no Shares entitling the holders to attend and abstain from voting in favour of any resolutions proposed at the EGM as set out in Rule 13.40 of the Hong Kong Listing Rules. No Shareholder has indicated his/her/ its intention in the Circular to vote against or to abstain from voting on any resolutions proposed at the EGM.

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

Ordinary Resolutions		Votes of Shareholders
		For	Against	Abstain
1.	To consider and approve the resolutions on the continuing related (connected) transactions between the Company and CNAHC and its subsidiary:
1.01	To consider and approve the resolution on the renewal of the Government Charter Flight Service Framework Agreement between the Company and CNAHC and the application for the annual transaction caps for 2025 to 2027.	3,248,893,347 (99.9593%)	707,901 (0.0218%)	614,410 (0.0189%)
1.02	To consider and approve the resolution on the entering into of the New Properties Leasing Framework Agreement between the Company and CNAHC and the application for the annual transaction caps for 2025 to 2027.	3,248,174,027 (99.9374%)	1,434,701 (0.0441%)	600,930 (0.0185%)
1.03	To consider and approve the resolution on the renewal of the Media Services Framework Agreement between the Company and CNAMC and the application for the annual transaction caps for 2025 to 2027.	3,248,392,447 (99.9441%)	1,240,501 (0.0382%)	576,710 (0.0177%)
1.04	To consider and approve the resolution on the entering into of the New Comprehensive Services Framework Agreement between the Company and CNAHC and the application for the annual transaction caps for 2025 to 2027.	3,248,399,947 (99.9444%)	1,187,301 (0.0365%)	622,410 (0.0191%)

Ordinary Resolutions		Votes of Shareholders
		For	Against	Abstain
2.	To consider and approve the resolution on the renewal of the ACC Framework Agreement between the Company and Air China Cargo and the application for the annual transaction caps for 2025 to 2027.	614,717,992 (99.7135%)	1,131,701 (0.1836%)	634,510 (0.1029%)

As more than 50% of the votes were cast in favour of the above resolutions, the resolutions were duly passed as ordinary resolutions.

Deloitte Touche Tohmatsu, the auditor of the Company, acted as the scrutineer for the vote-taking at the EGM and compared the poll results summary to poll forms collected and provided by the Company.

The work performed by Deloitte Touche Tohmatsu in this respect did not constitute an assurance engagement in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the Hong Kong Institute of Certified Public Accountants nor did it include provision of any assurance or advice on matters of legal interpretation or entitlement to vote.

By order of the Board

Air China Limited

Xiao Feng   Huen Ho Yin

Joint Company Secretaries

Beijing, the PRC, 5 December 2024

As at the date of this announcement, the directors of the Company are Mr. Ma Chongxian, Mr. Wang Mingyuan, Mr. Cui Xiaofeng, Mr. Patrick Healy, Mr. Xiao Peng, Mr. He Yun*, Mr. Xu Junxin* and Ms. Winnie Tam Wan-chi*.

*  Independent non-executive director of the Company

 

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