POLL RESULTS OF 2016 ANNUAL GENERAL MEETING

RNS Number : 3028G

Air China Ld

26 May 2017

 

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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 2016 ANNUAL GENERAL MEETING AND

CHANGE  OF DIRECTORS

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 for the year ended 31 December 2016 held on 25 May 2017 (the "AGM").

Reference is made to: (i) the circular of the Company dated 7 April 2017 (the "Circular"); (ii) the   notice of the AGM dated 7 April 2017; and (iii) the supplemental notice of  the AGM dated 10 May 2017, containing details of the resolutions tabled at the AGM. Unless otherwise indicated, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular.

The Board is pleased to announce that all the proposed resolutions set out in the revised form of         proxy for the AGM were duly passed by the shareholders of the Company (the "Shareholders") by      way of poll at the AGM held on Thursday, 25 May 2017 at The Conference Room One, 29/F, Air    China Building, 36 Xiaoyun Road, Chaoyang 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,  which was also the total number of shares entitling the holders to attend and vote on the resolutions at   the AGM. There were no shares entitling the holder to attend and abstain from voting in favour of the resolutions at the AGM as set out in Rule 13.40 of the Listing Rules. There were no shares the holder     of which is required under the Listing Rules to abstain from voting on the resolutions at the AGM.        No parties have stated their intention in the Circular to vote against the resolutions or to abstain from voting  at  the AGM.

ORDINARY  RESOLUTIONS		Votes  of Shareholders
		For	Against
1.	To consider and approve the 2016 work report of the  Board.	11,027,995,882 (99.9863%)	1,262,000 (0.0114%)
2.	To consider and approve the 2016 work report of the supervisory  committee  of  the Company.	11,027,995,882 (99.9863%)	1,262,000 (0.0114%)
3.	To consider and approve the audited consolidated financial statements of the Company for the year 2016 prepared under the PRC Accounting Standards and the International  Financial  Reporting  Standards.	11,027,995,882 (99.9863%)	1,262,000 (0.0114%)
4.	To consider and approve the profit distribution proposal   for the year 2016 as recommended by the Board.	11,029,485,882 (99.9999%)	14,000 (0.0001%)
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
5.	To authorise the Board 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 (as the case may be)    in issue at the date of passing this resolution, and to authorise the Board to increase the registered capital and amend the articles of association  of  the  Company  to reflect such increase in the registered capital of the Company  under  the  general mandate.	10,549,459,348 (95.6476%)	480,042,534 (4.3524%)
6.	To consider and approve the resolution in relation to the grant of a general mandate to the Board to issue debt financing instruments.	10,671,382,232 (96.7531%)	352,105,590 (3.1924%)
As more than two-thirds of the votes were cast in favour of the above resolutions, the resolutions    were  duly  passed  as  special resolutions.

ORDINARY  RESOLUTION		Votes  of Shareholders
		For	Against
7.	To consider and approve the appointment of Deloitte Touche Tohmatsu as the Company's international auditor and Deloitte Touche Tohmatsu Certified Public Accountants LLP as  the  Company's  domestic  auditor  and internal control auditor respectively for the  year  ending 31 December 2017 and to authorize the audit and risk management committee of the Board to  determine  their  remunerations  for  the  year 2017.	11,029,205,062 (99.9973%)	0 (0.0000%)
As more than 50% of the votes were cast in favour of the above resolution, the resolution was duly passed  as  an  ordinary resolution.
ORDINARY  RESOLUTIONS		Votes  of Shareholders
		For	Against
8.	To consider and elect Mr. Wang Xiaokang and Mr. Liu Deheng as independent non-executive directors of the Company, and authorize the nomination and remuneration committee of the Board to determine their remunerations:
	8.1    to  elect   Mr.   Wang  Xiaokang   as  an  independent non-executive  director  of  the Company	11,011,290,062 (99.8349%)	17,785,000 (0.1612%)
	8.2    to  elect  Mr.  Liu  Deheng  as  an   independent  non- executive  director  of  the Company	11,011,290,062 (99.8349%)	17,785,000 (0.1612%)
As more than 50% of the votes were cast in favour of the above resolutions, the resolutions were     duly  passed  as  ordinary resolutions.

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 RMB1.0771 (including tax) per ten shares (equivalent to HK$1.2204  per  ten  shares)  for  the  year  ended 31 December 2016. 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 2016 at the AGM (RMB0.882606 equivalent to HK$1.00). The Company will make   further announcement on details of the payment of such dividends as and when appropriate.

CHANGE  OF DIRECTORS

The Board hereby announces that Mr. Wang Xiaokang ("Mr. Wang") and Mr. Liu Deheng ("Mr.     Liu") have been appointed as independent non-executive directors of the Company, with the term of service commencing upon the conclusion of the AGM and shall end on the expiry of the term of the current session of the Board. Please refer to the announcement of the Company dated 8 May 2017 for   the biographical details of Mr. Wang and Mr. Liu.

Reference is made to the announcement of the Company dated 8 May 2017 in  relation  to  the  resignation of Mr. Pan Xiaojiang ("Mr. Pan") and Mr. Simon To Chi Keung  ("Mr.  To")  as  independent non-executive directors of the Company. The Board further announces that with effect    from the conclusion of the AGM, Mr. Pan has ceased to act as an independent non-executive director      of the Company, the chairman of the audit and risk control committee of the  Board and a member of    the nomination and remuneration committee of the Board (the "Nomination and Remuneration Committee"), and Mr. To has ceased to act as an independent non-executive director of the Company  and a member of the Nomination and Remuneration  Committee. Mr. Pan and Mr. To have confirmed  that they have no disagreement with the Board and the Company and there are no matters relating to    their resignation that need to be brought to the attention of the Shareholders. The Board would like to express its sincere gratitude to Mr. Pan and Mr. To for their significant contributions to the Company during  their tenure.

Following the resignation of Mr. Pan and Mr. To, the Company will fail to meet (i) the composition requirement of the audit committee under Rule 3.21 of the Listing Rules; (ii) the  composition  requirement of the remuneration committee under Rule 3.25 of the Listing Rules; and (iii) the  composition requirement of the nomination committee under Code Provision A.5.1 of the Corporate Governance Code set out in Appendix 14 to the Listing Rules (the "Corporate Governance Code").

The Company will seek suitable candidates to fill the vacancies and expects replacements to  be  appointed within three months from 25 May 2017 pursuant to Rules 3.23 and 3.27 of the Listing       Rules. The Company will make further announcement as and when appropriate.

By  order  of  the Board

Rao Xinyu       Tam Shuit Mui

                                                                                                                                                           Air  China Limited

Joint  Company Secretaries

Beijing,  the  PRC,  25  May 2017

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

*     Independent  non-executive  director  of  the Company

 

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