Result of AGM

RNS Number : 6927T

Air China Ld

10 June 2009

 

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.

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 00753)

(1) Poll Results of 2008 Annual General Meeting

(2) Appointment of Members of Certain Board's Sub-committees

The board of directors the Company (the 'Board') is pleased to announce the results of the resolutions passed at the 2008 Annual General Meeting (the 'AGM') of the Company held on 10 June 2009. The Board meeting held on 10 June 2009 approved the appointment of Mr. Cao Jianxiong as a member of Aviation Safety Committee, Strategy and Investment Committee and Audit and Risk Control Committee of the Board respectively, and the appointment of Mr. Fu Yang as the chairman of Nomination and Remuneration Committee of the Board and a member of Audit and Risk Control Committee of the Board.

At the AGM of Air China Limited (the 'Company') for the year ended 31 December 2008 held on 10 June 2009, the total number of shares of the Company entitling the holders to attend and vote for or against the proposed resolutions at the AGM was 12,251,362,273. The total number of shares of the Company present at the AGM was 10,700,298,954 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:

ORDINARY RESOLUTIONS		Votes of Shareholders
		For	Against
1.	To consider and approve the report of the Board of Directors of the Company for the year 2008.	9,084,894,006 (84.90%)	22,000
2.	To consider and approve the report of the Supervisory Committee of the Company for the year 2008.	9,084,894,006 (84.90%)	22,000
3.	To consider and approve the audited consolidated financial statements of the Company for the year 2008.	8,846,192,006 (82.67%)	20,000
4.	To consider and approve no dividends be distributed for the year 2008 as recommended by the Board.	9,084,878,006 (84.90%)	38,000

5.	To consider and approve the reappointment of Ernst & Young as the Company's international auditors and Ernst & Young Hua Ming CPAs Limited Company as the Company's domestic auditors for the year ending 31 December 2009 and to authorise the Board to determine their remunerations.	9,084,882,006 (84.90%)	20,000
6.	To consider and approve the appointment of Mr. Cao Jianxiong as a non-executive director of the Company.	9,077,858,249 (84.84%)	3,699,757
7.	To consider and approve the appointment of Mr. Fu Yang as an independent non-executive director of the Company.	9,081,524,006 (84.87%)	34,000
8.	To consider and approve the procurement of Directors and Officers Liability Insurance for the directors, supervisors and senior management of the Company.	9,075,228,403 (84.81%)	792,000
As more than 50% of the votes were cast in favour of the above resolutions, the resolutions were duly passed as ordinary resolutions.
SPECIAL RESOLUTIONS		Votes of Shareholders
		For	Against
9A.	To authorise the Board of Directors of the Company to exercise the powers to allot, issue and deal with additional shares of the Company and to make or grant offers, agreements and option which might require the exercise of such powers in connection with not exceeding 20% of each of the existing A Shares and H Shares in issue at the date of passing this resolution.	8,918,796,058 (83.35%)	166,119,948
9B.	To authorise the Board of Directors of the Company to increase the registered capital of the Company to reflect the issue of shares authorised under special resolution 9A, and to make such appropriate and necessary amendments to the Articles of Association of the Company as they think fit to reflect such increases in the registered capital of the Company and to take any other action and complete any formality required to effect such increase of the registered capital of the Company.	8,873,994,386 (82.93%)	210,187,620
10.	To consider and approve the proposed amendments to the Articles of Association of the Company.	9,084,878,006 (84.90%)	38,000
11.	To consider and approve the proposed amendments to the Rules and Procedure of Shareholders' Meeting, Rules and Procedure of Meetings of the Board of Directors and Rules and Procedure of Meetings of the Supervisory Committee of the Company.	9,084,878,006 (84.90%)	38,000
As more than two-thirds of the votes were cast in favour of the above resolutions, the resolutions were duly passed as special resolutions.

Tin Wha CPAs was the scrutineer for the vote-taking at the AGM.

  The Board meeting held on 10 June 2009 approved the appointment of Mr. Cao Jianxiong as a member of Aviation Safety Committee, Strategy and Investment Committee and Audit and Risk Control Committee of the Board respectively, and the appointment of Mr. Fu Yang as the chairman of Nomination and Remuneration Committee of the Board and a member of Audit and Risk Control Committee of the Board.

By Order of the Board

Air China Limited

Huang Bin  Tam Shuit Mui

Joint Company Secretaries

Beijing, the PRC, 10 June 2009

As at the date of this announcement, the Directors of the Company are Mr. Kong Dong, Ms. Wang Yinxiang, Mr. Wang Shixiang, Mr. Cao Jianxiong, Mr. Christopher Dale Pratt, Mr. Chen Nan Lok, Philip, Mr. Cai Jianjiang, Mr. Fan Cheng, Mr. Hu Hung Lick, Henry*, Mr. Zhang Ke*, Mr. Jia Kang* and Mr. Fu Yang*.

* Independent non-executive Director of the Company

 

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