Poll Results of Extraordinary General Meeting

RNS Number : 9968C

Air China Ld

28 February 2022

 

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.

中

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 EXTRAORDINARY GENERAL MEETING

  APPOINTMENT OF CHAIRMAN AND VICE CHAIRMAN OF THE

  BOARD CHANGE OF BOARD COMMITTEE MEMBER

APPOINTMENT OF CHAIRMAN OF THE SUPERVISORY COMMITTEE

Reference is made to the notice of Air China Limited (the "Company") dated 9 February 2022 (the "Notice"), containing details of the resolutions proposed at the EGM. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Notice.

The board of directors (the "Board") of the Company is pleased to announce that the proposed resolutions set out in the Notice were duly passed by the shareholders (the "Shareholders") of the Company by way of poll at the EGM held on Friday, 25 February 2022. Mr. Song Zhiyong, Mr. Ma Chongxian, Mr. Feng Gang and Mr. Patrick Healy, the Directors of the fifth session of the Board of the Company, were present at this EGM, while Mr. Xue Yasong, Mr. Duan Hongyi, Mr. Stanley Hui Hon-chung and Mr. Li Dajin were unable to attend this EGM due to other business engagements.

RESULTS OF THE EGM

As at the date of the EGM, the number of total issued shares of the Company was 14,524,815,185 shares. Shareholders and authorised proxies holding an aggregate of 10,675,954,595 shares, representing 73.5015% of the total issued shares of the Company, were present at the EGM.

There were no shares the holder of which is required under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Hong Kong Listing Rules") to abstain from voting on the resolutions proposed at the EGM. There were no shares entitling the holder to attend and abstain from voting in favour of the resolutions proposed at the EGM as set out in Rule 13.40 of the Hong Kong Listing Rules. No parties have stated their intention in the Notice to vote against or abstain from voting on the resolutions proposed at the EGM.

The poll results in respect of the resolutions proposed at the EGM were as follows:

ORDINARYRESOLUTIONS		FOR	AGAINST	ABSTAIN
1.  Toconsiderandapprovetheremunerationplanofthedirectorsofthe sixthsessionoftheboard(the"Board")ofdirectors(the "Director(s)")oftheCompany.		10,673,803,441 (99.9799%)	2,151,054 (0.0201%)	100 (0.0000%)
2.   To consider and approve the remuneration plan of the shareholder representative supervisors (the "Supervisor(s)") of the sixth session of the supervisory committee (the "Supervisory Committee") of the Company.		10,674,222,341 (99.9838%)	1,732,154 (0.0162%)	100 (0.0000%)
Asmorethan50%ofthevoteswerecastinfavouroftheaboveresolutions,theresolutionsweredulypassedasordinaryresolutions.
ORDINARYRESOLUTIONS (BYWAYOFCUMULATIVEVOTING)		Numberofvotes		Number ofvotesasa percentageof thevalid votingrights presentatthe meeting(%)
3.00	Toconsiderandapprovetheelectionofnon-independent DirectorsofthesixthsessionoftheBoard:
	3.01  ToconsiderandapprovetheelectionofMr.SongZhiyongasanexecutiveDirectorofthesixthsessionof theBoard;	10,582,097,095		99.1209%
	3.02  ToconsiderandapprovetheelectionofMr.Ma Chongxian as an executive Director of the sixth session oftheBoard;	10,673,139,000		99.9736%
	3.03  ToconsiderandapprovetheelectionofMr.FengGangasanon-executiveDirectorofthesixthsessionofthe Board;	10,669,107,016		99.9359%
	3.04   Toconsiderandapprovethe election of Mr. Patrick Healyasanon-executiveDirectorofthesixthsessionof theBoard.	10,652,941,270		99.7844%

ORDINARYRESOLUTIONS (BYWAYOFCUMULATIVEVOTING)		Numberof votes	Number ofvotesasa percentageof thevalid votingrights presentatthe meeting(%)
4.00	Toconsiderandapprovetheelectionofindependentnon-executiveDirectorsofthe sixthsessionoftheBoard:
	4.01  ToconsiderandapprovetheelectionofMr.LiFushenasanindependentnon- executiveDirectorofthesixthsessionoftheBoard;	10,674,817,300	99.9893%
	4.02  ToconsiderandapprovetheelectionofMr.HeYunasanindependentnon- executiveDirectorofthesixthsessionoftheBoard;	10,674,846,634	99.9896%
	4.03  ToconsiderandapprovetheelectionofMr.XuJunxinasanindependentnon- executiveDirectorofthesixthsessionoftheBoard;	10,674,846,635	99.9896%
	4.04  ToconsiderandapprovetheelectionofMs.WinnieTamWan-chiasanindependentnon-executiveDirectorofthesixthsessionoftheBoard.	10,674,846,936	99.9896%
5.00	ToconsiderandapprovetheelectionofshareholderrepresentativeSupervisorsofthe sixthsessionoftheSupervisoryCommittee:
	5.01  ToconsiderandapprovetheelectionofMr.HeChaofanasashareholder representativeSupervisorofthesixthsessionoftheSupervisoryCommittee;	10,639,794,878	99.6613%
	5.02  ToconsiderandapprovetheelectionofMs.LyuYanfangasashareholder representativeSupervisorofthesixthsessionoftheSupervisoryCommittee;	10,673,350,772	99.9756%
	5.03  ToconsiderandapprovetheelectionofMs.GuoLinaasashareholder representativeSupervisorofthesixthsessionoftheSupervisoryCommittee.	10,639,801,580	99.6614%
Asmorethan50%ofthevoteswerecastinfavouroftheaboveresolutions,theresolutionsweredulypassedasordinaryresolutions.

Deloitte Touche Tohmatsu, the auditor of the Company, has acted as the scrutineer for the vote-taking at the EGM and compared the poll results summary to poll forms collected and provided by the Company. The work performed by Deloitte Touche Tohmatsu in this respect did not constitute an assurance engagement in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the Hong Kong Institute of Certified Public Accountants nor did it include provision of any assurance or advice on matters of legal interpretation or entitlement to vote.

APPOINTMENT OF CHAIRMAN AND VICE CHAIRMAN OF THE BOARD AND CHANGE OF BOARD COMMITTEE MEMBER

The meeting of the sixth session of the Board (the "Board Meeting") held on 25 February 2022 resolved that:

1.  Mr. Song Zhiyong was elected as the chairman of the Board;

2.  Mr. Ma Chongxian was elected as the vice chairman of the Board;

3.  Mr. Li Fushen, Mr. He Yun and Ms. Winnie Tam Wan-chi were appointed as members of the audit and risk control committee (Supervision Committee);

4.  Mr. He Yun, Mr. Xu Junxin and Mr. Song Zhiyong were appointed as members of the nomination and remuneration committee;

5.  Mr. Ma Chongxian, Mr. Xu Junxin and Mr. Song Zhiyong were appointed as members of the strategy and investment committee; and

6.  Mr. Song Zhiyong, Mr. Li Fushen and Mr. Ma Chongxian were appointed as members of the aviation safety committee.

At the relevant Board committee meeting held on 25 February 2022, Mr. Li Fushen was elected as the chairman of the audit and risk control committee (Supervision Committee), Mr. He Yun was elected as the chairman of the nomination and remuneration committee, Mr. Ma Chongxian was appointed as the chairman of the strategy and investment committee and Mr. Song Zhiyong was elected as the chairman of the aviation safety committee.

APPOINTMENT OF CHAIRMAN OF THE SUPERVISORY COMMITTEE

The sixth session of the Supervisory Committee of the Company is comprised of Mr. He Chaofan, Ms. Lyu Yanfang and Ms. Guo Lina, the shareholder representative Supervisors, and Mr. Wang Jie and Mr. Qin Hao, who were elected by the Company through democratic procedure as the current employees' representative supervisors. The meeting of the sixth session of the Supervisory Committee held on 25 February 2022 resolved to elect Mr. He Chaofan as the chairman of the Supervisory Committee.

Mr. Xue Yasong, the non-executive Director of the fifth session of the Board of the Company, Mr. Duan Hongyi, Mr. Stanley Hui Hon-chung and Mr. Li Dajin, independent non-executive Directors of the fifth session of the Board of the Company and Mr. Zhao Xiaohang, the Supervisor of the fifth  session of the Supervisory Committee retired due to the expiration of their terms on the date of this announcement. The Company would like to express its sincere gratitude for their contributions during their terms of office.

By Order of the Board

Air China Limited

  Huang Bin  Huen Ho Yin

  Joint Company Secretaries

Beijing, the PRC, 25 February 2022

As at the date of this announcement, the directors of the Company are Mr. Song Zhiyong, Mr. Ma Chongxian, Mr. Feng Gang, Mr. Patrick Healy, Mr. Li Fushen*, Mr. He Yun*, Mr. Xu Junxin* and Ms. Winnie Tam Wan-chi*.

*  Independent non-executive director of the Company

 

END

 

 

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