Result of AGM and Payment of the Final Dividend

RNS Number : 1029E

Air China Ld

25 May 2012

 



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 2011 ANNUAL GENERAL MEETING

AND

PAYMENT OF THE FINAL DIVIDEND

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 2011 held on 24 May 2012 (the "AGM"). The Company's shareholders approved the profit distribution proposal and declaration of a final dividend of RMB0.118 per share (equivalent to HK$0.1451 per share) (including tax) for the year ended 31 December 2011. The final dividend will be paid on or around 23 July 2012.

RESULTS OF THE AGM

As at the date of the AGM, the total number of shares of the Company entitling the holders to attend and vote for or against the proposed resolutions at the AGM was 12,891,954,673. The total number of shares of the Company present at the AGM was 9,902,486,726 including shares represented by proxies. There were no restrictions on any shareholders to cast votes on any of the following resolutions proposed at the AGM. All resolutions were approved by shareholders and the voting details are as follows:

ORDINARY RESOLUTIONS	Votes of Shareholders
	For	Against
1.         To consider and approve the report of the Board for the year 2011.	9,902,470,726 (99.9998%)	16,000 (0.0002%)
2.         To consider and approve the report of the supervisory committee of the Company for the year 2011.	9,902,470,726 (99.9998%)	16,000 (0.0002%)

ORDINARY RESOLUTIONS	Votes of Shareholders
	For	Against
3.         To consider and approve the audited consolidated financial statements of the Company for the year 2011 prepared under the PRC Accounting Standards and the International Financial Reporting Standards.	9,902,472,726 (99.9999%)	14,000 (0.0001%)
4.         To consider and approve the profit distribution proposal and the dividends distribution proposal for the year 2011 as recommended by the Board and to authorise the Board to implement such proposals.	9,902,472,726 (99.9999%)	14,000 (0.0001%)
5.         To consider and approve the reappointment of Ernst & Young as the Company's international auditors and Ernst & Young Hua Ming CPAs Limited Company as the Company's domestic auditors for the year ending 31 December 2012 and to authorise the management of the Company to determine their remunerations for the year 2012.	9,902,470,626 (99.9998%)	16,000 (0.0002%)
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
6.       To authorise the Board to exercise the powers to allot, issue and deal with additional shares of the Company and to make or grant offers, agreements and options 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.	9,252,586,054 (93.4370%)	649,898,672 (6.5630%)
7.         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 granted in Resolution 6 above.	9,263,190,292 (93.5441%)	639,296,434 (6.4559%)
8.         To consider and approve the resolution in relation to the grant of a general mandate to the Board to issue debt financing instruments.	9,851,173,239 (99.4818%)	18,974,071 (0.1916%)
As more than two-thirds of the votes were cast in favour of the above resolutions, the resolutions were duly passed as special resolutions.

Zhonglei Certified Public Accountants was the scrutineer for the vote-taking at the AGM.

PAYMENT OF THE FINAL DIVIDENDS

The Board wishes to inform shareholders that details of the payment of the final dividend for the year ended 31 December 2011 (the "2011 Final Dividends") are as follows:

The Company will pay a final dividend of RMB0.118 per share (equivalent to HK$0.1451 per share) (including tax) for the year ended 31 December 2011. The 2011 Final Dividends will be paid to shareholders whose names appear on the register of members of the Company at the close of business on Wednesday, 4 July 2012. Dividends payable to the Company's shareholders shall be denominated and declared in Renminbi. Dividends payable to the holders of A shares shall be paid in Renminbi while dividends payable to the holders of H shares shall be paid in Hong Kong dollars. 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 2011 Final Dividends at the AGM (RMB0.813118 equivalent to HK$1.00).

The Company has appointed Bank of China (Hong Kong) Trustees Limited as the receiving agent in Hong Kong (the "Receiving Agent") and will pay to such Receiving Agent the 2011 Final Dividends declared for payment to holders of H shares. The Receiving Agent will pay the 2011 Final Dividends on or around 23 July 2012. Relevant cheques will be dispatched to holders of H shares entitled to receive such dividends by ordinary post and at their own risk on or around 23 July 2012.

TAXATION ON THE FINAL DIVIDENDS

Reference is made to the announcement of the Company dated 16 April 2012 containing information on the proposed payment of the 2011 Final Dividends. In accordance with the "Enterprise Income Tax Law of the People's Republic of China" (《中華人民共和國企業所得稅法》) and the "Rules for the Implementation of the Enterprise Income Tax Law of the People's Republic of China" (《中華人民共和國企業所得稅法實施條例》), both implemented on 1 January 2008 and the "Notice of the State Administration of Taxation on Issues Relevant to the Withholding of Enterprise Income Tax on Dividends Paid by PRC Enterprises to Offshore Non- resident Enterprise Holders of H Shares" (Guo Shui Han [2008] No. 897) (《關於中國居民企業向 境外H股非居民企業股東派發股息代扣代繳企業所得稅有關問題的通知》(國稅函[2008]897號)) promulgated on 6 November 2008, the Company is obliged to withhold and pay PRC enterprise income tax on behalf of non-resident enterprise shareholders at a tax rate of 10% from 2008 onwards when the Company distributes any dividends to non-resident enterprise shareholders whose names appear on the register of members of H shares of the Company. As such, any H shares of the Company which are not registered in the name(s) of individual(s) (which, for this purpose, includes shares registered in the name of HKSCC Nominees Limited, other nominees, trustees, or other organisations or groups) shall be deemed to be H shares held by non-resident enterprise shareholder(s), and the PRC enterprise income tax shall be withheld from any dividends payable thereon. Non-resident enterprise shareholders may wish to apply for a tax refund (if any) in accordance with the relevant requirements, such as tax agreements (arrangements), upon receipt of any dividends.

In accordance with the "Circular on Certain Issues Concerning the Policies of Individual Income Tax" (Cai Shui Zi [1994] No. 020) (《關於個人所得稅若干政策問題的通知》(財稅字[1994]020 號)) promulgated by the Ministry of Finance and the State Administration of Taxation on 13May 1994, overseas individuals are, as an interim measure, exempted from the PRC individual income tax for dividends or bonuses received from foreign-invested enterprises. As the Company is a foreign-invested enterprise, the Company will not withhold and pay the individual income tax on behalf of individual shareholders when the Company distributes the 2011 Final Dividends to individual shareholders whose names appear on the register of members of H shares of the Company.

Shareholders are recommended to consult their tax advisors regarding the ownership and disposal of H shares of the Company in the PRC and in Hong Kong and other tax effects.

By order of the Board

Air China Limited

Rao Xinyu       Tam Shuit Mui

Joint Company Secretaries

Beijing, the PRC, 24 May 2012

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. Li Shuang*, Mr. Han Fangming* and Mr. Yang Yuzhong*.

*     Independent non-executive Director of the Company

 

END

 

 

RAGEAASSADAAEEF