Resolutions Passed At EGM
Air China Ld
29 December 2006
AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's Republic of
China with limited liability)
(Stock Code: 753)
(1) The Resolutions (including Appointment of Director) Passed at
The Extraordinary General Meeting
(2) Proposed Amendment of Articles of Association
* The Board of the Company is pleased to announce the results
of the EGM of the Company held on 28 December 2006.
* The Shareholders have approved the appointment of Mr. Chen
Nan Lok Philip as a non-executive director of the Company. The term of
his office shall commence upon the approval to the Proposed Amendment in
respect of the number of Directors by relevant PRC authorities.
The board of directors (the 'Board') of Air China Limited (the 'Company')
is pleased to announce that the extraordinary general meeting ('EGM') was
held on Thursday, 28 December 2006 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 circular dated 1 December 2006
('Circular').
As stated in the notice of EGM, Shareholders of the Company whose names
appear on the register of members of the Company at the close of business
on 28 November 2006 were entitled to attend the EGM.
At as the date of this announcement, CNAHC is a substantial shareholder of
the Company and CNAF is CNAHC's subsidiary. Accordingly, CNAHC and CNACG,
which is CNAHC's wholly owned subsidiary, are required to abstain from
voting on the resolutions in respect of the Financial Service Agreement
and its supplemental agreement and Charter Flight Service Framework
Agreement and its supplemental agreement. In addition, CNAHC and CNACG are
also required to abstain from voting on the resolution in respect of the
supplemental agreements to the Sales Agency Service Framework Agreement
and the Standard Ground Handling Agreement, respectively, which are
required by the Listing Rules of Shanghai Stock Exchange to be approved by
the Shareholders at the EGM.
Shareholders of the Company and authorized proxies holding an aggregate
9,392,547,262 shares (3,062,997,775 if excluding shares held by CNAHC and
CNACG), 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. Li Jiaxiang, the chairman of the Company.
The poll results in respect of the proposed resolutions at the EGM were as
follows:
RESOLUTIONS Votes of Shareholders
For Against
the Non-exempt Continuing Connected 2,853,773,392 209,224,383
Transactions and their proposed annual cap for
each of the three years ended 31 December 2007, (93.17%)
2008 and 2009 and the supplemental agreements 9,183,322,879 209,224,383
in respect of the Company's continuing
connected transactions, which shall be approved (97.78)%
or ratified by the Shareholders in accordance
with PRC law, are hereby approved and ratified. (for the
(Ordinary Resolution) items on
which CNAHC
and CNACG do
not have to
abstain from
voting)
the Board form an Aviation Safety Committee 9,392,533,262 14,000
comprising 3 members and Mr. Wang Shixiang
serves as the chairman of this committee while (99.99%)
Mr. Ma Xulun and Mr. Cai Jianjiang are the
committee members are hereby approved.
(Ordinary Resolution)
all the board committees under the Board may 9,338,891,262 53,656,000
engage both internal and external experts to
provide professional support for their (99.43%)
decision-making and the terms of such
engagement shall expire upon the expiration of
the current Board session, and the first list
of experts of each board committee are hereby
approved, and all board committees are
authorized thereafter to select and replace any
such experts and to decide other relevant
engagement matters. (Ordinary Resolution)
the Directors and Senior Management Stock 9,392,533,262 14,000
Appreciation Rights Administrative Handbook is
hereby approved. (Ordinary Resolution) (99.99%)
Mr. Chen Nan Lok Philip is appointed as a 9,391,535,262 1,012,000
non-executive Director and the term of his
office shall commence upon the approval to the (99.99%)
Proposed Amendment in respect of the number of
Directors by relevant PRC authorities and shall
end on the expiry of the term of the current
session of the Board. (Ordinary Resolution)
the Proposed Amendment including the amendments 9,392,533,262 14,000
to the articles of association, made in
accordance with relevant newly amended PRC (99.99%)
laws, and the amendment that the number of
Directors of the Board is increased from 12 to
13 are hereby approved. (Special resolution)
As more than 50% of the votes were cast in favor of the ordinary
resolutions, the ordinary resolutions were duly passed. As more than
two-thirds of the votes were cast in favor of the special resolution, the
special resolution was duly passed.
Tin Wha CPAs was the scruntineer for the vote-taking at the EGM.
Appointment of Non-executive Director
The Company is pleased to announce that the Shareholders have approved the
appointment of Mr. Chen Nan Lok Philip as a non-executive director of the
Company. The term of his office shall commence upon the approval to the
Proposed Amendment in respect of the number of Directors by relevant PRC
authorities and shall end on the expiry of the term of the current session
of the Board.
Mr. CHEN Nan Lok Philip, aged 51, has been a director of Cathay Pacific
Airways Limited since July 1998 and was appointed Chief Executive of that
company in January 2005. He is also a director of John Swire & Sons (H.K.)
Limited and Swire Pacific Limited and Chairman of Hong Kong Dragon
Airlines Limited. He joined the John Swire & Sons Limited group in 1977
and in addition to Hong Kong has worked with the group in Mainland China
and the Asia Pacific region. He has an honours degree in Political Science
and History.
Mr. Chen has not held any directorship in any other listed companies or
taken up a post in any affiliated companies of the Company in the past
three years. Further, Mr. Chen does not have any relationship with any
other director, senior management, substantial shareholder or controlling
shareholder of the Company. Mr. Chen does not have any equity interest in
the Company within the meaning of Part XV of the Securities and Futures
Ordinance (Cap. 571 of the Laws of Hong Kong). There is no information to
be disclosed on items from (h) to (v) in Rule 13.51(2) of the Listing
Rules. No other matter needs to be brought to the attention of the
Shareholders in respect of the Company and its Directors and supervisors
of the Company.
Mr. Chen will not receive any compensation for his service as a Director
of the Company.
Proposed Amendment of Articles of Association
At the Board meeting held on 28 December 2006, the Board proposed to amend
article 12 of the Articles of Association by adding 'aviation accident
insurance agency sales' to the Company's business scope. Such proposed
amendment will be submitted as a special resolution to the Company's
general meeting for Shareholders' approval.
By order of the Board
Air China Limited
Zheng Baoan Li Man Kit
Joint Company Secretaries
Beijing, 28 December 2006
As at the date of this announcement, the Directors of the Company are
Messrs Li Jiaxiang, Kong Dong, Wang Shixiang, Yao Weiting, Christopher
Dale Pratt, Ma Xulun, Cai Jianjiang, Fan Cheng, Hu Hung Lick, Henry*, Wu
Zhipan*, Zhang Ke* and Jia Kang*.
* Independent non-executive Director of the Company
This information is provided by RNS
The company news service from the London Stock Exchange
Latest directors dealings
- 5 hours ago Johnson Matthey
- 7 hours ago Galliford Try
- 7 hours ago Galliford Try
- 7 hours ago Centrica
- 8 hours ago Smith & Nephew