POLL RESULTS OF 2019 ANNUAL GENERAL MEETING
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 2019 ANNUAL GENERAL MEETING
The Board is pleased to announce that the resolutions set out in the Notice and the Supplemental Notice were duly passed by the Shareholders by way of poll at the AGM held at 11:00 a.m. on Tuesday, 26 May 2020 at The Conference Room C713, No. 30, Tianzhu Road, Airport Industrial Zone, Shunyi District, Beijing, the PRC.
Reference is made to the notice of the AGM dated 9 April 2020 (the "Notice") and the supplemental notice of the AGM dated 11 May 2020 of the Company (the "Supplemental Notice") containing details of the resolutions tabled at the AGM. Unless otherwise stated herein, capitalised terms used in this announcement shall have the same meanings as those defined in the Notice and the Supplemental Notice.
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. Shareholders and authorized proxies holding an aggregate of 10,792,001,697 shares, representing 74.3005% of the total issued share capital of the Company were present at the AGM.
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 AGM. There were no shares entitling the holder to attend and abstain from voting in favour of the resolutions proposed at the AGM as set out in Rule 13.40 of the Hong Kong Listing Rules. No parties have stated their intention in the Notice and the Supplemental Notice to vote against the resolutions proposed at the AGM or to abstain from voting.
The poll results in respect of the resolutions proposed at the AGM were as follows:
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ORDINARY RESOLUTIONS |
Votes for Shareholders |
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For |
Against |
Abstain |
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1. |
To consider and approve the 2019 work report of the board of directors (the "Board") of the Company. |
10,787,337,263 (99.9568%) |
45,400 (0.0004%) |
4,619,034 (0.0428%) |
|
2. |
To consider and approve the 2019 work report of the supervisory committee of the Company. |
10,787,337,363 (99.9568%) |
45,400 (0.0004%) |
4,618,934 (0.0428%) |
|
3. |
To consider and approve the appointment of Mr. Feng Gang as a non-executive director of the Company. |
10,769,760,669 (99.7939%) |
21,417,668 (0.1985%) |
823,360 (0.0076%) |
|
4. |
To consider and approve the audited consolidated financial statements of the Company for the year 2019 prepared under the PRC Accounting Standards and the International Financial Reporting Standards. |
10,786,566,963 (99.9496%) |
814,540 (0.0075%) |
4,620,194 (0.0428%) |
|
5. |
To consider and approve the profit distribution proposal for the year 2019 as recommended by the Board. |
10,791,126,797 (99.9919%) |
52,800 (0.0005%) |
822,100 (0.0076%) |
|
6. |
To consider and approve the re-appointment of Deloitte Touche Tohmatsu as the Company's international auditor for the year 2020 and Deloitte Touche Tohmatsu Certified Public Accountants LLP as the Company's domestic auditor and internal control auditor for the year 2020, and to authorise the management to determine their remunerations for the year 2020. |
10,791,130,157 (99.9919%) |
48,200 (0.0004%) |
823,340 (0.0076%) |
|
As more than 50% of the votes were cast in favour of the above resolutions, the resolutions were duly passed as ordinary resolutions. |
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SPECIAL RESOLUTION |
Votes for Shareholders |
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|
For |
Against |
Abstain |
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|
7. |
To consider and approve the resolution in |
10,442,016,892 |
263,599,405 |
86,385,400 |
|
|
relation to the grant of general mandate to the Board to issue debt financing instruments. |
(96.7570%) |
(2.4425%) |
(0.8005%) |
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As more than two-thirds of the votes were cast in favour of the above resolution, the resolution was duly passed as a special resolution. |
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|
ORDINARY RESOLUTION |
Votes for Shareholders |
|||
|
For |
Against |
Abstain |
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|
8. |
To consider and approve the appointment of |
10,785,095,035 |
5,630,502 |
1,276,160 |
|
|
Mr. Duan Hongyi as an independent non- executive director of the fifth session of the |
(99.9360%) |
(0.0522%) |
(0.0118%) |
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Board of the Company and authorise the |
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nomination and remuneration committee of |
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the Board to determine Mr. Duan Hongyi's |
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director emoluments based on actual |
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circumstances upon his election as an |
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independent non-executive director of the |
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Company. |
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As more than 50% of the votes were cast in favour of the above resolution, the resolution was duly passed as an ordinary resolution. |
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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 RMB0.4442 (including tax) per ten shares (equivalent to HK$0.4854 per ten shares) for the year ended 31 December 2019. 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 2019 at the AGM (RMB0.9152 equivalent to HK$1.00). The Company will make further announcement on details of the payment of such dividends as and when appropriate.
By Order of the Board
Air China Limited
Zhou Feng Huen Ho Yin
Joint Company Secretaries
Beijing, the PRC, 26 May 2020
As at the date of this announcement, the directors of the Company are Mr. Cai Jianjiang, Mr. Song Zhiyong, Mr. Feng Gang, Mr. Patrick Healy, Mr. Xue Yasong, Mr. Wang Xiaokang*, Mr. Duan Hongyi*, Mr. Stanley Hui Hon-chung* and Mr. Li Dajin*.
* Independent non-executive director of the Company
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