POLL RESULTS OF EXTRAORDINARY 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.
中國國際航空股份有限公司
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 MEMBERS
AND
ELECTION OF EMPLOYEE REPRESENTATIVE DIRECTOR
The board (the “Board”) of directors (the “Director(s)”) of Air China Limited (the “Company”) is pleased to announce that the extraordinary general meeting of the Company (the “EGM”) was held on Tuesday, 25 February 2025, and all the resolutions proposed at the EGM were duly passed.
Reference is made to the notice of the EGM dated 7 February 2025 (the "Notice"). Unless otherwise specified herein, capitalized terms used in this announcement shall have the same meanings as those defined in the Notice.
The Board is pleased to announce that the resolutions set out in the Notice were duly passed by the Shareholders by way of poll at the EGM held at 11:00 a.m. on Tuesday, 25 February 2025 at The Conference Room C713, No. 30 Tianzhu Road, Airport Industrial Zone, Shunyi District, Beijing, the PRC. Mr. Ma Chongxian, Mr. Cui Xiaofeng, Mr. Patrick Healy, Mr. He Yun and Ms. Winnie Tam Wan-chi, the Directors of the sixth session of the Board, were present at the EGM, while Mr. Wang Mingyuan, Mr. Xiao Peng and Mr. Xu Junxin were unable to attend the EGM due to other business engagements.
RESULTS OF THE EGM
As at the date of the EGM, the total number of issued shares of the Company (the "Share(s)") was 17,448,421,000 Shares. Shareholders and authorized proxies holding an aggregate of 12,278,236,595 Shares were present at the EGM.
None of the holders of any Shares was required under the Hong Kong Listing Rules to abstain from voting on the resolutions proposed at the EGM. Accordingly, at the EGM, the total number of Shares entitling the holders to attend and vote on the resolutions proposed at the EGM was 17,488,421,000 Shares. There were no Shares entitling the holders to attend and abstain from voting in favour of any resolutions proposed at the EGM as set out in Rule 13.40 of the Hong Kong Listing Rules. No Shareholder has indicated his/her/its intention in the Notice to vote against or to abstain from voting on any resolutions proposed at the EGM.
The poll results in respect of the resolutions proposed at the EGM were as follows:
|
ORDINARY RESOLUTION |
For |
Against |
Abstain |
|
|
1. |
To consider and approve the Remuneration of the Directors of the Seventh Session of the board (the "Board") of directors (the "Director(s)") of the Company. |
12,271,521,495 (99.9453%) |
5,530,300 (0.0450%) |
1,184,800 (0.0096%) |
|
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 (BY WAY OF CUMULATIVE VOTING) |
Number of votes |
Number of votes as a percentage of the valid voting rights present at the meeting (%) |
||
|
2.00 |
To consider and approve the election of non- independent Directors of the seventh session of the Board: |
|
||
|
2.01 |
To consider and approve the election of Mr. Ma Chongxian as an executive Director of the seventh session of the Board; |
12,205,478,318 |
99.4074% |
|
|
2.02 |
To consider and approve the election of Mr. Wang Mingyuan as an executive Director of the seventh session of the Board; |
12,265,639,386 |
99.8974% |
|
|
2.03 |
To consider and approve the election of Mr. Cui Xiaofeng as a non-executive Director of the seventh session of the Board; |
12,262,088,914 |
99.8685% |
|
|
2.04 |
To consider and approve the election of Mr. Patrick Healy as a non-executive Director of the seventh session of the Board. |
12,229,638,876 |
99.6042% |
|
|
ORDINARY RESOLUTIONS (BY WAY OF CUMULATIVE VOTING) |
Number of votes |
Number of votes as a percentage of the valid voting rights present at the meeting (%) |
|
|
3.00 |
To consider and approve the election of independent non-executive Directors of the seventh session of the Board: |
|
|
|
3.01 |
To consider and approve the election of Mr. Xu Niansha as an independent non-executive Director of the seventh session of the Board; |
12,268,200,845 |
99.9183% |
|
3.02 |
To consider and approve the election of Mr. He Yun as an independent non-executive Director of the seventh session of the Board; |
12,251,531,971 |
99.7825% |
|
3.03 |
To consider and approve the election of Ms. Winnie Tam Wan-chi as an independent non-executive Director of the seventh session of the Board; |
12,090,570,848 |
98.4716% |
|
3.04 |
To consider and approve the election of Mr. Gao Chunlei as an independent non-executive Director of the seventh session of the Board. |
12,268,384,491 |
99.9198% |
|
As more than 50% of the votes were cast in favour of the above resolutions, the resolutions were duly passed as ordinary resolutions. |
|||
Deloitte Touche Tohmatsu, the auditor of the Company, 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 MEMBERS
The meeting of the seventh session of the Board held on 25 February 2025 resolved that:
1. Mr. Ma Chongxian was elected as the chairman of the seventh session of the Board;
2. Mr. Wang Mingyuan was elected as the vice chairman of the seventh session of the Board;
3. Mr. Gao Chunlei, Mr. Xu Niansha, Mr. He Yun and Ms. Winnie Tam Wan-chi were appointed as members of the Audit and Risk Management Committee (the Supervision Committee);
4. Mr. Ma Chongxian, Mr. Xu Niansha and Mr. He Yun were appointed as members of the Strategy and Investment Committee;
5. Mr. Ma Chongxian, Mr. He Yun, Ms. Winnie Tam Wan-chi and Mr. Gao Chunlei were appointed as members of the Nomination Committee;
6. Mr. Xu Niansha, Mr. He Yun and Mr. Gao Chunlei were appointed as members of the Remuneration and Appraisal Committee; and
7. Mr. Wang Mingyuan, Mr. Xu Niansha and Mr. Ma Chongxian were appointed as the members of the Aviation Safety Committee.
At the relevant Board committee meetings held on 25 February 2025, Mr. Gao Chunlei was elected as the chairman of the Audit and Risk Management Committee (the Supervision Committee), Mr. Ma Chongxian was elected as the chairman of the Strategy and Investment Committee, Mr. Ma Chongxian was elected as the chairman of the Nomination Committee, Mr. Xu Niansha was elected as the chairman of the Remuneration and Appraisal Committee and Mr. Wang Mingyuan was elected as the chairman of the Aviation Safety Committee.
ELECTION OF EMPLOYEE REPRESENTATIVE DIRECTOR
Recently, Mr. Xiao Peng ("Mr. Xiao") was elected to serve as the employee representative Director of the Company at the thirteenth meeting of the third session of the employee representatives congress. Mr. Xiao will continue to serve as the employee representative Director until the expiry of term of office of the seventh session of the Board.
The biographical details of Mr. Xiao are set out below:
Mr. Xiao Peng, aged 59, graduated from Civil Aviation College of China majoring in maintenance of aircraft engine under the department of aviation machinery. He started his career in the civil aviation industry in August 1988. He has been serving as the chairman of the labor union of CNAHC and the chairman of the labor union and Chief Engineer of the Company since November 2022, as well as the employee representative director of CNAHC and the employee representative Director of the Company since March 2023.
Save as disclosed above and as at the date of this announcement, Mr. Xiao has no relationship with the Directors, senior management, substantial Shareholder(s) or controlling Shareholder(s) of the Company and has no interest in any shares (as defined under Part XV of the Securities and Futures Odinance) of the Company. As at the date of this announcement, save as disclosed above, Mr. Xiao held no other positions in the Company or any of its subsidiaries, nor directorships in any other public listed companies in the last three years.
The Company will enter into a service contract with Mr. Xiao. Mr. Xiao will not receive any remuneration for serving as a director of the Company.
Saved as disclosed above, the Company is not aware of any matters in relation to the appointment of Mr. Xiao that need to be brought to the attention of the Shareholders nor any other information that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Hong Kong Listing Rules.
COMPLIANCE WITH RULES 3.21 AND 3.27A OF THE HONG KONG LISTING RULES
References are made to the announcements of the Company dated 30 August 2024 and 27 December 2024. Immediately following the election of Directors of the seventh session of the Board and the change of the Board committee members as disclosed in this announcement, the Company has fully complied with the requirements as set out in Rules 3.21 and 3.27A of the Hong Kong Listing Rules.
By Order of the Board
Air China Limited
Xiao Feng Huen Ho Yin
Joint Company Secretaries
Beijing, the PRC, 25 February 2025
As at the date of this announcement, the directors of the Company are Mr. Ma Chongxian, Mr. Wang Mingyuan, Mr. Cui Xiaofeng, Mr. Patrick Healy, Mr. Xiao Peng, Mr. Xu Niansha*, Mr. He Yun*, Ms. Winnie Tam Wan-chi* and Mr. Gao Chunlei*.
* Independent non-executive director of the Company
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