Resolutions Passed at EGM
Air China Ld
29 March 2006
AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's Republic of China
with limited liability)
(Stock Code: 753)
Announcement of the Resolutions Passed
at the Domestic Shareholders Class Meeting, Foreign Shareholders Class Meeting
and the Extraordinary General Meeting and Appointment of Director
- The Board of the Company is pleased to announce the results of the
resolutions passed at the Domestic Shareholders Class Meeting, Foreign
Shareholders Class Meeting and the EGM of the Company held on 28 March 2006.
- The Domestic Shareholders and Foreign Shareholders have passed the
resolutions in relation to the A Share Issue.
- The Shareholders have passed all the resolutions at the EGM in
relation to the A Share Issue, the proposed amendments to the articles of
association of the Company, the rules and procedures for general meetings,
board meeting, meeting of supervisors and connected transaction decision
making system and the appointment of Mr. Jia Kang as an independent
non-executive director of the Company.
The board of directors (the 'Board') of Air China Limited (the 'Company')
is pleased to announce that the domestic shareholders class meeting
('Domestic Shareholders Class Meeting'), the foreign shareholders class meeting
(the 'Foreign Shareholders Class Meeting') and the extraordinary general
meeting ('EGM') was held on Tuesday, 28 March 2006 at The Conference Room, 29/F,
Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC.
The holders of domestic shares of the Company (the 'Domestic Shareholders')
and the holders of non-H foreign shares and H shares (the 'Foreign Shares')
of the Company (the 'Foreign Shareholders') have passed the resolutions in
relation to the public offering of not more than 2.7 billion A shares by the
Company in the PRC at the respective class meetings (the 'A Share Issue').
The shareholders of the Company (the 'Shareholders') have passed all the
resolutions at the EGM in relation to the A Share Issue, the proposed amendments
to the articles of association of the Company (the 'Articles of Association'),
the rules and procedures for general meetings, board meeting, meeting of
supervisors and connected transaction decision making system and the appointment
of Mr. Jia Kang as an independent non-executive director of the Company.
THE FOREIGN SHAREHOLDERS CLASS MEETING
Pursuant to the notice of Foreign Shareholders Class Meeting dated 9 February
2006, the Foreign Shareholders Class Meeting was held at The Conference Room,
29/F, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC, on
28 March 2006.
1
The number of issued Foreign Shares of the Company as at the date of the Foreign
Shareholders Class Meeting was 4,607,014,920 shares, which was the total number
of shares entitling the Foreign Shareholders to attend and vote for or against
any of the resolutions proposed at the Foreign Shareholders Class Meeting. There
were no restrictions on any Foreign Shareholder of the Company casting votes on
any of the proposed resolutions at the Foreign Shareholders Class Meeting. The
Foreign Shareholders and authorized proxies holding an aggregate 3,092,152,049
shares, representing 67.12% of the total voting Foreign Shares of the Company
were present at the Foreign Shareholders Class Meeting. The holding of the
Foreign Shareholders Class Meeting 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 Foreign Shareholders Class Meeting was chaired by
Mr. Li Jiaxiang, the chairman of the Company.
The poll results in respect of the proposed resolutions at the Foreign
Shareholders Class Meeting were as follows:
Votes of Foreign Shareholders
SPECIAL RESOLUTION For Against
Conditional upon the approval of the same by the
Domestic Shareholders Class Meeting and by
shareholders of the Company at the EGM, the public
offering of not more than 2.7 billion A Shares 3,066,653,049 25,499,000
of the Company in the PRC was approved. (99.18%) (0.82%)
Votes of holders of H Shares
For Against
1,686,170,129 25,499,000
(98.51%) (1.49%)
As more than two-thirds of the votes of Foreign Shareholders and that of holders
of H Shares attending the meeting were cast in favor of this resolution, the
resolution was duly passed as a special resolution.
THE DOMESTIC SHAREHOLDERS CLASS MEETING
Pursuant to the notice of the Domestic Shareholders Class Meeting dated 9
February 2006, the Domestic Shareholders Class Meeting was held at The
Conference Room, 29/F, Air China Building, 36 Xiaoyun Road, Chaoyang District,
Beijing, PRC, on 28 March 2006. The number of issued domestic shares as at the
date of the Domestic Shareholders Class Meeting was 4,826,195,989 shares, which
was the total number of shares entitling the Domestic Shareholders to attend
and vote for or against the resolutions considered at Domestic Shareholders
Class Meeting. There were no restrictions on any Domestic Shareholder of the
Company casting votes on any of the proposed resolutions at the Domestic
Shareholders Class Meeting. China National Aviation Holding Company ('CNAHC'),
the controlling shareholder of the Company and the sole Domestic Shareholder
of the Company, was entitled to attend and vote for or against the resolutions
considered at such class meeting. CNAHC was present at the Domestic Shareholders
Class Meeting. This holding of the Domestic Shareholders Class Meeting 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 Domestic
Shareholders Class Meeting was chaired by Mr. Li Jiaxiang, the chairman of the
Company.
2
The poll results in respect of the proposed resolution at the Domestic
Shareholders Class Meeting were as follows:
Votes of Domestic Shareholders
SPECIAL RESOLUTION For Against
Conditional upon the approval of the same by
the Foreign Shareholders Class Meeting and by
shareholders of the Company at the EGM, the
public offering of not more than 2.7 billion
A Shares of the Company in the PRC was 4,826,195,989 0.00
approved. (100.00%) (0.00%)
As more than two-thirds of the votes were cast in favor of this resolution, the
resolution was duly passed as a special resolution.
THE EXTRAORDINARY GENERAL MEETING
Pursuant to the notice of EGM of the Company dated 9 February 2006, the EGM was
held at The Conference Room, 29/F, Air China Building, 36 Xiaoyun Road,
Chaoyang District, Beijing, PRC, on 28 March 2006. The number of issued shares
of the Company as at the date of the EGM was 9,433,210,909 shares, which was the
total number of shares entitling the holders to attend and vote for or against
any of the resolutions proposed at the EGM. There were no restrictions on any
Shareholder casting votes on any of the proposed resolutions at the EGM.
Shareholders of the Company and authorized proxies holding an aggregate
7,918,348,038 shares, representing 83.94% of the total voting shares of the
Company 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 resolution at the EGM were as
follows:
Votes of Shareholders
SPECIAL RESOLUTION For Against
1. Each of the following resolutions in
relation to A Share Issue of the Company
approved:
(1) Class of Shares: RMB denominated 7,892,589,038 25,499,000
ordinary shares (i.e. A Shares); (99.67%) (0.33%)
As more than two-thirds of the votes were cast in favor of this resolution, the
resolution was duly passed as a special resolution.
(2) Nominal value: RMB1.00 each; 7,892,589,038 25,499,000
(99.67%) (0.33%)
As more than two-thirds of the votes were cast in favor of this resolution, the
resolution was duly passed as a special resolution.
(3) Total number of A Shares to be issued:
not more than 2,700,000,000 A Shares; 7,892,589,038 25,499,000
(99.67%) (0.33%)
As more than two-thirds of the votes were cast in favor of this resolution, the
resolution was duly passed as a special resolution.
3
(4) Target subscribers: qualified
institutional investors as approved by CSRC and
the placees through online offering based on
market share value, and subscribers allowed by the
regulatory bodies and by the applicable laws and 7,892,589,038 25,499,000
regulations at the time of A Shares Issue. (99.67%) (0.33%)
As more than two-thirds of the votes were cast in favor of this resolution, the
resolution was duly passed as a special resolution.
(5) Issue price: The issue price shall be
determined based on the PRC securities market
conditions at the time when the A Share Issue
takes place and in accordance with the 7,892,589,038 25,499,000
applicable regulations; (99.67%) (0.33%)
As more than two-thirds of the votes were cast in favor of this resolution, the
resolution was duly passed as a special resolution.
(6) Place of listing: Shanghai Stock 7,892,589,038 25,499,000
Exchange; (99.67%) (0.33%)
As more than two-thirds of the votes were cast in favor of this resolution, the
resolution was duly passed as a special resolution.
(7) The existing and new Shareholders of
the Company after completion of the
A Share Issue whose names appear on the
register of members of the Company shall be
entitled to sharing the Company's undistributed
retained profits immediately prior to the 7,892,593,038 25,495,000
completion of the A Share Issue; (99.67%) (0.33%)
As more than two-thirds of the votes were cast in favor of this resolution, the
resolution was duly passed as a special resolution.
(8) The Board of the Company shall be and is
authorized to determine and deal with at its
discretion and with full authority, the matters
in relation to the A Share Issue
(including but not limited to the specific
timing of issue, number of A Shares
to be issued, offering mechanism,
pricing mechanism, issue price, target
subscribers and the number and
proportion of A Shares to be issued to each 7,892,589,038 25,499,000
subscriber); (99.67%) (0.33%)
As more than two-thirds of the votes were cast in favor of this resolution, the
resolution was duly passed as a special resolution.
(9) The Board of the Company shall be and is
authorized to at its discretion and with full
authority sign or execute all necessary
documents (including but not limited to the
preliminary prospectus, the prospectus,
underwriting agreement, listing agreement
and any related announcement), effect and
carry out necessary formalities (including
but not limited to procedures for listing
of the A Shares on Shanghai Stock Exchange),
and take all other necessary actions in
connection with the A Share Issue, as
well as to handle all registration requirements
in relation to changes in the registered
capital of the Company following the completion 7,892,589,038 25,499,000
of the A Share Issue; (99.67%) (0.33%)
As more than two-thirds of the votes were cast in favor of this resolution, the
resolution was duly passed as a special resolution.
4
(10) This Special Resolution 1, conditional
upon the approval of the A Share Issue by the
Domestic Shareholders Class Meeting and Foreign
Shareholders Class Meeting, respectively, shall
be effective for a period of 12 months from the
date of the approval by the EGM, Domestic
Shareholders Class Meeting and Foreign
Shareholders Class Meeting whichever is the 7,892,589,038 25,499,000
last. (99.67%) (0.33%)
As more than two-thirds of the votes were cast in favor of this resolution, the
resolution was duly passed as a special resolution.
2. It was approved that subject to the passing
of the above Special Resolution 1, the proceeds
from the A Share Issue be and to be used for the
purchase of 20 Airbus A330-200 aircraft, 15
Boeing 787 aircraft and 10 Boeing 737-800
aircraft and Air China's project relating
to expansion of existing operating support
facilities at the Beijing Capital
International Airport, by applying to any
payment due in relation to the
projects above or to repay any outstanding
bank loan in relation to the projects
above occurred before the completion of
the A Share Issue; after above prescript use
of the proceeds, any balance of it shall
apply to the working capital of the
Company, and the Board of the Company shall,
subject to the scope of use of
proceeds set out in this Special Resolution 2,
be and is authorized to determine
and adjust with full authority the projects,
the priority and the actual project
investment amounts and bank loan repayment
amounts to which the proceeds from 7,892,589,038 25,499,000
the A Share Issue shall be applied. (99.67%) (0.33%)
As more than two-thirds of the votes were cast in favor of this resolution, the
resolution was duly passed as a special resolution.
3. It was approved that subject to the
passing of the above Special Resolution
1 and conditional upon the completion of
the A Share Issue, the amendments to
the Articles of Association as set out
in Appendix I to the Circular and to
authorise the Board to make further
amendments which in its opinion may be
necessary, desirable and expedient in
accordance with the mandatory
requirements of the applicable laws
and regulations, and as government
authorities of the PRC may require, and
to apply for approvals from the relevant
government authorities after the
completion of the A Share Issue. The amended
Articles of Association referred to in this
Special Resolution 3 will come into
effect after approvals from the relevant 7,918,055,038 33,000
authorities are obtained. (99.99%) (0.01%)
As more than two-thirds of the votes were cast in favor of this resolution, the
resolution was duly passed as a special resolution.
5
4. The following rules, as amended,
was approved and adopted, details of which
are set out in Appendices II, III, and IV
to the Circular and shall come into
effect upon the effectiveness of the
amendments to the Articles of Association
in the above Special Resolution 3, as
part of the Articles of Association
subject to the passing of the above
Special Resolution 1 and conditional upon
the completion of the A Share Issue:
(1) The Rules and Procedures for 7,918,059,038 29,000
Shareholders' General Meetings (99.99%) (0.01%)
As more than two-thirds of the votes were cast in favor of this resolution, the
resolution was duly passed as a special resolution.
(2) The Rules and Procedures for 7,918,059,038 29,000
Board Meetings (99.99%) (0.01%)
As more than two-thirds of the votes were cast in favor of this resolution, the
resolution was duly passed as a special resolution.
(3) The Rules and Procedures for Meetings 7,918,059,038 29,000
of Supervisors (99.99%) (0.01%)
As more than two-thirds of the votes were cast in favor of this resolution, the
resolution was duly passed as a special resolution.
5. The following amendment to the Articles of
Association in respect of number
of directors was approved:
Article 93 of existing Articles of Association
which provides that '...the
Company shall have a Board which is composed of
11 Directors...' shall be amended to read
as '...the Company shall have a 7,918,057,038 31,000
Board which is composed of 12 Directors...'. (99.99%) (0.01%)
As more than two-thirds of the votes were cast in favor of this resolution, the
resolution was duly passed as a special resolution.
Votes of Shareholders
ORDINARY RESOLUTIONS For Against
6. It was approved that subject to Special
Resolution 5 being passed at the
EGM and approved by PRC government authorities,
Mr. Jia Kang was appointed as an
independent non-executive director
for a term from the date of approval of the
amendments to Article
93 relating to the number of directors by the
relevant government authorities to
the expiry date of the term of the current
session of the Board and to authorize 7,918,057,038 31,000
the Board to fix Mr. Jia Kang's emoluments. (99.99%) (0.01%)
As more than 50% of the votes were cast in favor of this resolution, the
resolution was duly passed as an ordinary resolution.
7. The Connected Transaction Decision Making
System was approved and adopted, details of which
are set out in Appendix V to the Circular and
that Connected Transaction Decision Making
System shall come into effect upon the
effectiveness of the amendments to the
Articles of Association covered in above 7,918,057,038 31,000
Special Resolution 3. (99.99%) (0.01%)
As more than 50% of the votes were cast in favor of this resolution, the
resolution was duly passed as an ordinary resolution.
6
Ernst & Young (the auditors of the Company) was the scruntineer for the
vote-taking at the Domestic Shareholders Class Meeting, the Foreign Shareholders
Class Meeting and the EGM.
Mr. Jia Kang had been elected by the EGM as independent non-executive director
of the Company.
The appointment of Mr. Jia Kang as director of Company will become effective
after the relevant procedures for the approval and/or registration or filing in
the PRC for the amendment to the Articles of Association set out in Special
Resolution 5 that was passed in the EGM have been completed. Mr. Jia will enter
into a service contract with the Company, which is effective until the
expiration of the term of the current session of the Board. The Board will
determine his remuneration with reference to his duty, responsibilities,
experience as well as the current market situations. Mr. Jia Kang 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. Jia
Kong does not have any relationship with any other director, senior management,
substantial shareholder or controlling shareholder of the Company. Mr. Jia Kong
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 Rules Governing the Listing of Securities on The Stock Exchange of
Hong Kong. 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.
As at the date of this announcement, the Directors of the Company are Messrs Li
Jiaxiang, Kong Dong, Wang Shixiang, Yao Weiting, Ma Xulun, Cai Jianjiang, Fan
Cheng, Hu Hung Lick, Henry*, Wu Zhipan* and Zhang Ke*.
* Independent non-executive Director of the Company
By order of the Board
Air China Limited
Zheng Baoan Li Man Kit
Joint Company Secretaries
Beijing, 29 March 2006
Brief information of the appointed director of the Company
Mr. Jia Kang, aged 51, is the head of Financial Science Research Institute of
Ministry of Finance. Mr. Jia holds a Doctor's Degree of Economic and works
as vice chairman of China Financial Association and a director of China Tax
Association and China State Bonds Association. Mr. Jia is also the visiting
professor of China Renmin University, State Administration Institute and Xiamen
University. Mr. Jia has participated in the researches relating to state
economic planning and is the author of a large number of economic publications.
'Please also refer to the published version of this announcement in the South
China Morning Post'
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