Announcements and Notices - Results of EGM

RNS Number : 7158R

Air China Ld

30 October 2013

 



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

AND

CHANGE OF DIRECTORS AND SUPERVISORS

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 of the Company held on 29 October 2013 (the "EGM").

Reference is made to: (i) the circular of the Company dated 15 October 2013 (the "Circular"); (ii) the notice of EGM dated 10 September 2013 (the "Notice"); and (iii) the supplemental notice of EGM dated 15 October 2013, containing details of the resolutions tabled at the EGM. Unless otherwise indicated, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular and the Notice.

The Board is pleased to announce that all the proposed resolutions set out in the revised form of proxy for the EGM were duly passed by the Shareholders by way of poll at the EGM held on Tuesday, 29 October 2013 at The Conference Room, 29/F, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC.

RESULTS OF THE EGM

As at the date of the EGM, the total number of shares entitling the Shareholders to attend and vote for or against the resolutions nos. 1 and 2 proposed at the EGM was 13,084,751,004 shares. The shareholders and authorised proxies holding in aggregate 10,198,762,525 shares, entitling them to vote for or against the resolutions nos. 1 and 2, were present at the EGM.

Cathay Pacific, being a substantial shareholder of the Company and Air China Cargo, has a material interest in the proposed resolution no. 3, and is required to abstain, and has abstained, from voting on the resolution no. 3 at the EGM. As at the date of the EGM, Cathay Pacific held an aggregate of 2,633,725,455 shares. Accordingly, the total number of shares entitling the Independent Shareholders to attend and vote for or against the resolution no. 3 was 10,451,025,549 shares. The shareholders and authorised proxies holding in aggregate 7,565,037,070 shares, entitling them to vote for or against the resolution no. 3, 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:

ORDINARY RESOLUTIONS		Votes of Shareholders
		For	Against
1.	To consider and approve the appointment of directors of the fourth session of the Board and the proposal on the emolument of the directors of the fourth session of the Board:
	(1)     Mr. Wang Changshun is appointed as a non-executive director;	10,184,030,166 (99.8555%)	14,732,359 (0.1445%)
	(2)     Ms. Wang Yinxiang is appointed as a non-executive director;	10,161,450,705 (99.6342%)	37,311,820 (0.3658%)
	(3)     Mr. Cao Jianxiong is appointed as a non-executive director;	10,168,279,381 (99.7011%)	30,479,144 (0.2989%)
	(4)     Mr. Sun Yude is appointed as a non-executive director;	10,186,439,062 (99.8792%)	12,323,463 (0.1208%)
	(5)     Mr. Christopher Dale Pratt is appointed as a non-executive director;	9,812,013,001 (96.2079%)	386,465,524 (3.7893%)
	(6)     Mr. Ian Sai Cheung Shiu is appointed as a non-executive director;	10,186,439,062 (99.8792%)	12,323,463 (0.1208%)
	(7)     Mr. Cai Jianjiang is appointed as an executive director;	10,192,543,062 (99.9390%)	6,219,463 (0.0610%)
	(8)     Mr. Fan Cheng is appointed as an executive director;	10,188,119,062 (99.8956%)	10,643,463 (0.1044%)
	(9)     Mr. Fu Yang is appointed as an independent non-executive director;	10,198,748,525 (99.9999%)	14,000 (0.0001%)
	(10)   Mr. Yang Yuzhong is appointed as an independent non-executive director;	10,198,748,525 (99.9999%)	14,000 (0.0001%)
	(11)   Mr. Pan Xiaojiang is appointed as an independent non-executive director;	10,198,748,525 (99.9999%)	14,000 (0.0001%)
	(12)   Mr. Simon To Chi Keung is appointed as an independent non-executive director; and	10,198,748,525 (99.9999%)	14,000 (0.0001%)
	(13)   To consider and approve the proposal on the emolument of the directors of the fourth session of the Board.	10,198,748,525 (99.9999%)	14,000 (0.0001%)

ORDINARY RESOLUTIONS		Votes of Shareholders
		For	Against
2.	To consider and approve the appointment of supervisors representing the shareholders of the Company on the fourth session of the Supervisory Committee and the proposal on the emolument of the supervisors of the fourth session of the Supervisory Committee:
	(1)     Mr. Li Qingling is appointed as a supervisor representing the shareholders of the Company;	10,197,266,905 (99.9853%)	1,495,620 (0.0147%)
	(2)     Mr. He Chaofan is appointed as a supervisor representing the shareholders of the Company;	10,168,167,396 (99.7000%)	30,595,129 (0.3000%)
	(3)     Mr. Zhou Feng is appointed as a supervisor representing the shareholders of the Company; and	10,167,290,536 (99.6914%)	31,471,989 (0.3086%)
	(4)     To consider and approve the proposal on the emolument of the supervisors of the fourth session of the Supervisory Committee.	10,198,745,525 (99.9998%)	17,000 (0.0002%)
3.	To consider and approve the renewal of the framework agreement entered into between the Company and Air China Cargo Co., Ltd dated 27 October 2011 in respect of the continuing connected transactions for a further term of three years and the proposed annual caps for the aggregate amount payable by Air China Cargo Co., Ltd. to the Group pursuant to the such continuing connected transactions for the years ending 31 December 2014, 2015 and 2016, being RMB6,120 million, RMB7,110 million and RMB8,250 million, respectively; and the annual caps for the aggregate amount payable by the Group to Air China Cargo Co., Ltd. pursuant to the same continuing connected transactions for the years ending 31 December 2014, 2015 and 2016, being RMB1,060 million, RMB1,250 million and RMB1,480 million, respectively.	7,565,021,070 (99.9998%)	0 (0.0000%)
As more than 50% of the votes were cast in favour of the above resolutions, the resolutions were duly passed as ordinary resolutions.

KPMG Huazhen (Special General Partnership) was the scrutineer for the vote-taking at the EGM.

CHANGE OF DIRECTORS

The Board hereby announces that Mr. Pan Xiaojiang and Mr. Simon To Chi Keung have been appointed as the independent non-executive directors of the Company with the term of service being the same as the fourth session of the Board, which shall commence upon the conclusion of the EGM and shall end upon the fifth session of the Board being elected in three years. Mr. Pan has also been appointed as the chairman of the Audit and Risk Control Committee of the Company and a member of the Nomination and Remuneration Committee of the Company. Mr. To has also been appointed as a member of the Nomination and Remuneration Committee of the Company.

The Board further announces that Mr. Li Shuang and Mr. Han Fangming have ceased to act as the independent non-executive directors of the Company due to expiration of the term of the third session of the Board with effect from the conclusion of the EGM. Each of Mr. Li and Mr. Han confirms that there is no disagreement between him and the Board and that he is not aware of any matter relating to his termination of services that needs to be brought to the attention of the Shareholders.

The Board wishes to take this opportunity to express its sincere gratitude to Mr. Li and Mr. Han for their contribution to the Company during their tenure of offices.

Please refer to the Notice for the biographical details of each Directors of the fourth session of the Board.

CHANGE OF SUPERVISORS

The Company hereby announces that Mr. He Chaofan has been appointed as a supervisor representing the shareholders of the Company with the term of service being the same as the fourth session of the Supervisory Committee, which shall commence upon the conclusion of the EGM and shall end upon the fifth session of the Supervisory Committee being elected in three years. Mr. Shen Zhen has been appointed as employee representative supervisor for the fourth session of the Supervisory Committee with effect from 29 October 2013 until the expiration of the term of office of the fourth session of the Supervisory Committee.

The Company further announces that Mr. Zhang Xueren and Mr. Su Zhiyong have ceased to act as the supervisors of the Company due to expiration of the term of the third session of the Supervisory Committee with effect from the conclusion of the EGM. Each of Mr. Zhang and Mr. Su confirms that there is no disagreement between him and the Supervisory Committee and the Board and that he is not aware of any matter relating to his termination of service that needs to be brought to the attention of the Shareholders.

The Company wishes to take this opportunity to express its sincere gratitude to Mr. Zhang and Mr. Su for their contribution to the Company during their tenure of offices.

Please refer to the Notice and the announcement of the Company dated 15 October 2013 for the biographical details of each supervisors of the fourth session of the Supervisory Committee.

By order of the Board

Air China Limited

Rao Xinyu  Tam Shuit Mui

Joint Company Secretaries

Beijing, the PRC, 29 October 2013

As at the date of this announcement, the directors of the Company are Mr. Wang Changshun, Ms. Wang Yinxiang, Mr. Cao Jianxiong, Mr. Sun Yude, Mr. Christopher Dale Pratt, Mr. Ian Sai Cheung Shiu, Mr. Cai Jianjiang, Mr. Fan Cheng, Mr. Fu Yang*, Mr. Yang Yuzhong*, Mr. Pan Xiaojiang* and Mr. Simon To Chi Keung*.

* Independent non-executive Director of the Company

 

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