Results of 2013 AGM and Appointment of Directors
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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 2013 ANNUAL GENERAL MEETING
AND
APPOINTMENT OF DIRECTORS
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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 2013 held on 22 May 2014 (the "AGM").
The Board is pleased to announce that Mr. Song Zhiyong has been appointed as an executive director of the Company and Mr. John Robert Slosar has been appointed as a non-executive director of the Company, with effect upon the conclusion of the AGM. |
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 13,084,751,004. The shareholders and authorised proxies holding in aggregate 10,256,575,032 shares were present at the AGM. 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:
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ORDINARY RESOLUTIONS |
Votes of Shareholders |
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For |
Against |
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1. |
To consider and approve the work report of the Board for the year 2013. |
10,254,967,924 (99.9843%) |
2,000 (0.0000%) |
|
2. |
To consider and approve the work report of the supervisory committee of the Company for the year 2013. |
10,254,967,924 (99.9843%) |
2,000 (0.0000%) |
|
3. |
To consider and approve the audited consolidated financial statements of the Company for the year 2013 prepared under the PRC Accounting Standards and the International Financial Reporting Standards. |
10,254,973,924 (99.9844%) |
- |
|
4. |
To consider and approve the profit distribution proposal for the year 2013 as recommended by the Board and to authorise the Board to implement such proposal. |
10,255,227,224 (99.9869%) |
14,300 (0.0001%) |
|
5. |
To consider and approve the re-appointment of KPMG as the Company's international auditor and KPMG Huazhen (Special General Partnership) as the Company's domestic auditor and internal control auditor respectively for the year ending 31 December 2014 and to authorise the management of the Company to determine their remunerations for the year 2014. |
10,255,197,924 (99.9866%) |
- |
|
6. |
To consider and approve the increase of remuneration of independent non-executive directors of the Company. |
10,255,008,024 (99.9847%) |
238,400 (0.0023%) |
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7. |
To consider and approve the appointment of directors of the Company: |
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7.1 To consider and approve the appointment of Mr. Song Zhiyong as an executive director of the Company. |
10,121,148,300 (98.6796%) |
41,990,518 (0.4094%) |
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7.2 To consider and approve the appointment of Mr. John Robert Slosar as a non-executive director of the Company. |
10,072,701,273 (98.2073%) |
90,437,445 (0.8818%) |
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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 RESOLUTIONS |
Votes of Shareholders |
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|
For |
Against |
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8. |
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, and 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. |
9,764,112,031 (95.1986%) |
491,134,493 (4.7885%) |
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9. |
To consider and approve the resolution in relation to the grant of a general mandate to the Board to issue debt financing instruments. |
9,738,661,699 (94.9504%) |
435,365,657 (4.2447%) |
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As more than two-thirds of the votes were cast in favour of the above resolutions, the resolutions were duly passed as special resolutions. |
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Zhongxinghua Certified Public Accountants LLP was the scrutineer for the vote-taking at the AGM.
The Company's shareholders approved the profit distribution proposal and declaration of a final dividend of RMB0.4531 per ten shares (equivalent to HK$0.5699 per ten shares) (including tax) for the year ended 31 December 2013. 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 2013 at the AGM (RMB0.79508 equivalent to HK$1.00). The Company will make further announcement on details of the payment of such dividend as and when appropriate.
APPOINTMENT OF DIRECTORS
The Board hereby announces that Mr. Song Zhiyong has been appointed as an executive director of the Company and Mr. John Robert Slosar has been appointed as a non-executive director of the Company, with the term of service being the same as the fourth session of the Board, which shall commence upon the conclusion of the AGM and shall end upon the fifth session of the Board being elected in three years.
Please refer to the circular of the Company dated 3 April 2014 for the biographical details of Mr. Song Zhiyong and Mr. John Robert Slosar.
By order of the Board
Air China Limited
Rao Xinyu Tam Shuit Mui
Joint Company Secretaries
Beijing, the PRC, 22 May 2014
As at the date of this announcement, the directors of the Company are Mr. Cai Jianjiang, Ms. Wang Yinxiang, Mr. Cao Jianxiong, Mr. Sun Yude, Mr. John Robert Slosar, Mr. Ian Sai Cheung Shiu, Mr. Song Zhiyong, Mr. Fan Cheng, Mr. Fu Yang*, Mr. Yang Yuzhong*, Mr. Pan Xiaojiang* and Mr. Simon To Chi Keung*.
* Independent non-executive director of the Company
This information is provided by RNS
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