Poll Results of EGM

RNS Number : 0950L

Air China Ld

29 April 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 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)

Poll Results of

the Domestic Shareholders Class Meeting,

the Foreign Shareholders Class Meeting and the Extraordinary General Meeting

The Board of the Company is pleased to announce the results of the resolutions passed at the Domestic Shareholders Class Meeting, the Foreign Shareholders Class Meeting and the EGM of the Company held on 29 April 2010.

The board of directors (the "Board") of Air China Limited (the "Company") is pleased to announce that the domestic shareholders class meeting (the "Domestic Shareholders Class Meeting"), the foreign shareholders class meeting (the "Foreign Shareholders Class Meeting") and the extraordinary general meeting ("EGM") were held on Thursday, 29 April 2010 at The Conference Room, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC. Unless otherwise indicated, capitalized terms used herein shall have the same meaning as those defined in the Company's circulars dated 15 March 2010 and 8 April 2010 (the "Circular").

Pursuant to Rule 14A.54 of the Listing Rules, any connected person and any Shareholder and their associates with a material interest in the connected transactions are required to abstain from voting on the relevant resolutions at the EGM and (if applicable) the Class Meetings. CNAHC, the controlling shareholder of the Company, and CNACG, the wholly-owned subsidiary of CNAHC, are required to abstain, and have abstained, from voting on the special resolutions in respect of the CNAHC Subscription, the CNACG Subscription, the A Share Issue and the H Share Issue at the EGM and at the Domestic Shareholders Class Meeting and the Foreign Shareholders Class Meeting.

At the Foreign Shareholders Class Meeting, CNACG, being the only holder of Foreign Shares other than H Shares, has to abstain from voting in respect of the special resolutions proposed at the Foreign Shareholders Class Meeting, the special resolutions of the Foreign Shareholders Class Meeting shall be passed if it attains a two-thirds majority of the voting rights of independent holders of H Shares attending the meeting.

Being a substantial shareholder of the Company, Cathay Pacific is required to abstain, and has abstained, from voting at the EGM on the resolutions in respect of the Transaction set out in the circular of the Company dated 8 April 2010.

THE FOREIGN SHAREHOLDERS CLASS MEETING

Pursuant to the notice of Foreign Shareholders Class Meeting dated 15 March 2010, the Foreign Shareholders Class Meeting was held at The Conference Room, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC, on 29 April 2010.

The total number of issued Foreign Shares entitling the Foreign Shareholders to vote for or against any of the resolutions proposed at the Foreign Shareholders Class Meeting was 4,338,831,364 shares.

The Foreign Shareholders and authorised proxies holding in aggregate 3,007,576,300 shares, entitling them to vote for or against the proposed resolutions at the Foreign Shareholders Class Meeting, were present at the Foreign Shareholders Class Meeting. The holding of the Foreign Shareholders Class Meeting 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. The Foreign Shareholders Class Meeting was chaired by Mr. Kong Dong, chairman of the Board of the Company.

The poll results in respect of the proposed resolutions at the Foreign Shareholders Class Meeting were as follows:

SPECIAL RESOLUTIONS		Votes of Foreign Shareholders
		For	Against
1.	Resolution Concerning the A Share Issue and the H Share Issue of the Company
	1.1  Share Types and Nominal Value	3,007,548,300 (99.9991%)	28,000
	1.2  Method of Issue	3,007,548,300 (99.9991%)	28,000
	1.3  Target Subscriber and Subscription Method	3,007,548,300 (99.9991%)	28,000
	1.4  Offering Size	3,007,548,300 (99.9991%)	28,000
	1.5  Pricing Base Day and Issue Price	3,007,548,300 (99.9991%)	28,000
	1.6  Lock-up Period	3,007,548,300 (99.9991%)	28,000
	1.7  Place of Listing	3,007,548,300 (99.9991%)	28,000
	1.8  Use of Proceeds	3,007,548,300 (99.9991%)	28,000
	1.9  Accumulated Profit Arrangement	3,007,548,300 (99.9991%)	28,000
	1.10   Effectiveness of the Resolution Approving the A Share Issue and the H Share Issue	3,007,548,300 (99.9991%)	28,000
2.	Resolution on the Share Subscription Agreements between the Company and Specific Subscribers	3,007,544,300 (99.9989%)	28,000
As more than two-thirds of the votes of Foreign Shareholders attending the meeting were cast in favor of the resolutions above, the resolutions above were duly passed as special resolutions.

THE DOMESTIC SHAREHOLDERS CLASS MEETING

Pursuant to the notice of the Domestic Shareholders Class Meeting dated 15 March 2010, the Domestic Shareholders Class Meeting was held at The Conference Room, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC, on 29 April 2010.

The total number of issued Domestic Shares entitling the Domestic Shareholders to vote for or against any of the resolutions proposed at the Domestic Shareholders Class Meeting was 1,564,129,422 shares. The Domestic Shareholders and authorised proxies holding in aggregate 579,502,181 shares, entitling them to vote for or against the proposed resolutions at the Domestic Shareholders Class Meeting, were present at the Domestic Shareholders Class Meeting. This holding of the Domestic Shareholders Class Meeting 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. The Domestic Shareholders Class Meeting was chaired by Mr. Kong Dong, chairman of the Board of the Company.

The poll results in respect of the proposed resolution at the Domestic Shareholders Class Meeting were as follows:

SPECIAL RESOLUTIONS		Votes of Domestic Shareholders
		For	Against
1.	Resolution Concerning the A Share Issue and the H Share Issue of the Company
	1.1  Share Types and Nominal Value	579,190,231 (99.9462%)	248,950
	1.2  Method of Issue	579,190,231 (99.9462%)	248,950
	1.3  Target Subscriber and Subscription Method	579,190,231 (99.9462%)	248,950
	1.4  Offering Size	579,190,231 (99.9462%)	248,950
	1.5  Pricing Base Day and Issue Price	579,190,231 (99.9462%)	248,950
	1.6  Lock-up Period	579,190,231 (99.9462%)	248,950
	1.7  Place of Listing	579,190,231 (99.9462%)	248,950
	1.8  Use of Proceeds	579,190,231 (99.9462%)	248,950
	1.9  Accumulated Profit Arrangement	579,189,931 (99.9461%)	249,250
	1.10   Effectiveness of the Resolution Approving the A Share Issue and the H Share Issue	579,190,231 (99.9462%)	248,950
2.	Resolution on the Share Subscription Agreements between the Company and Specific Subscribers	579,190,231 (99.9462%)	248,950
As more than two-thirds of the votes of Domestic Shareholders attending the meeting were cast in favor of the resolutions above, the resolutions above were duly passed as special resolutions.

THE EXTRAORDINARY GENERAL MEETING

Pursuant to the notice of EGM of the Company dated 15 March 2010 and a supplemental notice of EGM of the Company dated 8 April 2010, the EGM was held at The Conference Room, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC, on 29 April 2010.

The total number of issued shares entitling the Shareholders to vote for or against any of the resolutions proposed at the EGM was 12,251,362,273 shares (5,902,960,786 shares if excluding shares held by CNAHC, CNACG and their respective associates; 10,033,744,818 shares if excluding shares held by Cathay Pacific and its associates).

Shareholders of the Company and authorized proxies holding an aggregate 9,843,866,254 shares (3,562,316,767 shares if excluding shares held by CNAHC, CNACG and their respective associates; 7,626,248,799 shares if excluding shares held by Cathay Pacific and its associates), 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. The EGM was chaired by Mr. Kong Dong, chairman of the Board 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	Resolution on the Company's Satisfaction of the Requirements in relation to the A Share Issue	9,843,539,404 (99.9967%)	290,350
2	Resolution on the Feasibility Study Report for the Use of Proceeds from the A Share Issue of the Company	9,843,515,304 (99.9964%)	287,950
3	Resolution on the Report on the Use of Proceeds from Previous Fundraising Activities of the Company	9,843,535,704 (99.9966%)	269,950
4	Resolution on Approval of the shareholding restructuring project of Air China Cargo Co., Ltd.	7,621,848,916 (99.9423%)	307,450
As more than 50% of the votes were cast in favor of the resolutions above, the resolutions above were duly passed as ordinary resolutions.

SPECIAL RESOLUTIONS		Votes of Shareholders
		For	Against
5	Resolution Concerning the A Share Issue and the H Share Issue of the Company
	5.1  Share Types and Nominal Value	3,561,101,817 (99.9659%)	291,950
	5.2  Method of Issue	3,561,101,817 (99.9659%)	291,950
	5.3  Target Subscriber and Subscription Method	3,561,101,817 (99.9659%)	291,950
	5.4  Offering Size	3,561,101,817 (99.9659%)	291,950
	5.5  Pricing Base Day and Issue Price	3,561,101,817 (99.9659%)	291,950
	5.6  Lock-up Period	3,561,101,817 (99.9659%)	291,950
	5.7  Place of Listing	3,561,101,817 (99.9659%)	291,950
	5.8  Use of Proceeds	3,561,101,817 (99.9659%)	291,950
	5.9  Accumulated Profit Arrangement	3,561,961,517 (99.99%)	292,250
	5.10   Effectiveness of the Resolution Approving the A Share Issue and the H Share Issue	3,561,101,817 (99.9659%)	291,950
6	Resolution on the Share Subscription Agreements between the Company and Specific Subscribers	3,561,101,817 (99.9659%)	273,950
7	Resolution Concerning the Authorization Given to the Board for Handling All Relevant Matters Regarding the A Share Issue and the H Share Issue	9,837,877,304 (99.9392%)	273,950
As more than two-thirds of the votes were cast in favor of the resolutions above, the resolutions above were duly passed as special resolutions.

Jingdu Tin Wha CPAs was the scrutineer for the vote-taking at the Domestic Shareholders Class Meeting, the Foreign Shareholders Class Meeting and the EGM.

	By order of the Board
	Air China Limited
	Huang Bin	Tam Shuit Mui
	Joint Company Secretaries

Beijing, PRC, 30 April 2010

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

 

END

 

 

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