EGM Poll Results

RNS Number : 1915V

Air China Ld

28 October 2010

 



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 whatsoever 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

The Board is pleased to announce that all the proposed resolutions set out in the revised form of proxy for the EGM contained in the Circular were duly passed by the shareholders of the Company by way of poll at the EGM held on 28 October 2010.

Reference is made to the circular (the "Circular") of Air China Limited (the "Company") dated 13 October 2010. Unless otherwise specified in this announcement, terms used herein shall have the same meanings as defined in the Circular.

The board of directors of the Company (the "Board") is pleased to announce that all the proposed resolutions set out in the revised form of proxy for the EGM contained in the Circular were duly passed by the shareholders of the Company by way of poll at the EGM held on 28 October 2010 at The Conference Room, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC.

As stated in the notice of EGM dated 10 September 2010, Shareholders whose names appear on the register of members of the Company at the close of business on 27 September 2010 were entitled to attend the EGM.

As at the date of this announcement, Cathay Pacific is a substantial shareholder of the Company and has a material interest in the ordinary resolution considering the continuing connected transaction between the Company and Cathay Pacific (the "Ordinary Resolution"). Accordingly, Cathay Pacific is required to abstain from voting on the Ordinary Resolution. However, Cathay Pacific is not required to abstain from voting on other ordinary resolutions and the special resolution considered at the EGM. As no other Shareholders have material interests in the ordinary resolutions and the special resolution, no other Shareholders are required to abstain from voting at the EGM in respect of the ordinary resolutions and the special resolution.

Shareholders of the Company and authorized proxies holding an aggregate 9,588,402,528 shares (7,227,457,073 shares if excluding shares held by Cathay Pacific for approving the ordinary resolution on the continuing connected transaction), entitling them to vote for or against the proposed resolutions at the EGM, were present at the EGM. The holding of the EGM was in compliance with the requirements of the Company Law of the People's Republic of China and the provisions of the articles of association of the Company. The EGM was chaired by Mr. Kong Dong, the chairman of the Company.

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 continuing connected transactions between the Company and Cathay Pacific Airways Limited.	7,209,685,073 (99.75%)	6,000
2.	To consider and approve the proposal on the emolument of the directors of the third session of the board of the Company and the appointment of the directors of the third session of the board of the Company where:
	(1)     Mr. Kong Dong is appointed as a non-executive director;	9,497,142,903 (99.05%)	61,575,236
	(2)     Ms. Wang Yinxiang is appointed as a non-executive director;	9,495,579,403 (99.03%)	63,138,736
	(3)     Mr. Cao Jianxiong is appointed as a non-executive director;	9,509,517,403 (99.18%)	49,200,736
	(4)     Mr. Sun Yude is appointed as a non-executive director;	9,546,005,612 (99.56%)	12,712,527
	(5)     Mr. Christopher Dale Pratt is appointed as a non-executive director;	9,546,005,612 (99.56%)	12,712,527
	(6)     Mr. Ian Sai Cheung Shiu is appointed as a non-executive director;	9,546,005,612 (99.56%)	12,712,527
	(7)     Mr. Cai Jianjiang is appointed as an executive director;	9,546,005,612 (99.56%)	12,712,527
	(8)     Mr. Fan Cheng is appointed as an executive director;	9,546,005,612 (99.56%)	12,712,527
	(9)     Mr. Jia Kang is appointed as an independent non-executive director;	9,558,153,139 (99.68%)	565,000
	(10)   Mr. Fu Yang is appointed as an independent non-executive director;	9,558,153,139 (99.68%)	565,000
	(11)   Mr. Han Fangming is appointed as an independent non-executive director;	9,558,153,139 (99.68%)	565,000
	(12)   Mr. Li Shuang is appointed as an independent non-executive director; and	9,558,153,139 (99.68%)	565,000
	(13)   To consider and approve the proposal on the emolument of the directors of the third session of the board of the Company.	9,574,195,139 (99.85%)	565,000
3.	To consider and approve the proposal on the emolument of the supervisors of the third session of the supervisory committee of the Company and the appointment of the supervisors representing the shareholders of the third session of the supervisory committee of the Company where:
	(1)     Mr. Li Qinglin is appointed as a supervisor representing the shareholders of the Company;	9,546,124,139 (99.56%)	10,726,000
	(2)     Mr. Zhang Xueren is appointed as a supervisor representing the shareholders of the Company;	9,523,868,555 (99.33%)	32,981,584
	(3)     Mr. He Chaofan is appointed as a supervisor representing the shareholders of the Company; and	9,525,432,055 (99.34%)	31,418,084
	(4)     To consider and approve the proposal on the emolument of the supervisors of the third session of the supervisory committee of the Company.	9,556,842,139 (99.67%)	8,000
As more than 50% of the votes were cast in favour of the above resolutions, the above resolutions were duly passed as ordinary resolutions.

SPECIAL RESOLUTION		Votes of Shareholders
		FOR	AGAINST
4.	To consider and approve the Company's purchase of 20 Boeing 737-800 aircraft from Boeing Company; to consider and approve Shenzhen Airlines Limited (a subsidiary of the Company)'s purchase of 10 Airbus 320-series aircraft from Airbus Company; to consider and approve the Company's purchase of 15 Boeing 787-9 aircraft from Boeing Company; and to consider and approve the Company's purchase of 4 Boeing 777-300ER aircraft from Boeing Company.	9,575,582,139 (99.87%)	6,000
As more than 2/3 of the votes were cast in favour of the above resolution, the above resolution was duly passed as a special resolution.

Jingdu Tin Wha CPAs was the scruntineer for the vote-taking at the EGM.

By order of the Board

Air China Limited

Huang Bin  Tam Shuit Mui

Joint Company Secretaries

Beijing, 28 October 2010

As at the date of this announcement, the Directors of the Company are Mr. Kong Dong, 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. Jia Kang*, Mr. Fu Yang*, Mr. Han Fangming* and Mr. Li Shuang*.

* Independent non-executive Director of the Company

 

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