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
References are made to: (i) the notice of the
EGM of the Company dated 9 January 2024; and (ii) the circular of
the Company dated 9 January 2024 (the "Circular"), containing details of the
resolutions proposed at the EGM. Unless otherwise specified herein,
capitalised terms used in this announcement shall have the same
meanings as those defined in the Circular.
The Board is pleased to announce that the EGM
was held on Friday, 26 January 2024 at The Conference Room C713,
No. 30 Tianzhu Road, Airport Industrial Zone, Shunyi District,
Beijing, the PRC and all the proposed resolutions as set out in the
related notice of the EGM were duly passed by the relevant
Shareholders by way of poll. Except for Mr. He Yun and Ms. Winnie
Tam Wan-chi who did not attend the EGM due to business
arrangements, all the other Directors of the Company attended the
EGM.
As at the date of the EGM, the number of total
issued Shares of the Company was 16,200,792,838 Shares, including
4,562,683,364 H Shares and 11,638,109,474 A Shares. Shareholders
and authorized proxies holding an aggregate of 11,618,331,520
Shares, representing 71.7146% of the total issued Shares of the
Company, attended the EGM.
CNAHC and its associates (including CNACG) have
material interests in resolutions No. 2 to No. 5 and resolutions
No. 8 to No. 11 proposed at the EGM, and therefore they are
required to abstain from voting on the above resolutions and have
abstained from voting on such resolutions. As at the date of the
EGM, CNAHC directly held 6,566,761,847 A Shares in the Company; and
CNACG (a wholly- owned subsidiary of CNAHC) held 1,332,482,920 A
Shares and 223,852,000 H Shares in the
Company. Accordingly, the total number of
Shares entitling the holders to attend and vote on resolutions No.
1, 6 and 7 was 16,200,792,838 Shares and the total number of Shares
entitling the holders to attend and vote on the remaining
resolutions was 8,077,696,071 Shares at the EGM.
Save as disclosed above, none of the holders of
any Shares was 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 proposed resolutions at the EGM.
There were no Shares entitling the holders to attend and abstain
from voting in favour of the proposed resolutions at the EGM as set
out in Rule 13.40 of the Hong Kong Listing Rules. No parties had
indicated in the Circular their intention to vote against or to
abstain from voting on the proposed resolutions at the EGM.
RESULTS OF THE EGM
The poll results in respect of the proposed
resolutions at the EGM were as follows:
As more than half of the votes were cast in
favour of the above resolutions No. 1, No. 6 and No. 7, the
resolutions were duly passed as ordinary resolutions.
As more than two-thirds of the votes were cast
in favour of the above remaining resolutions, the resolutions were
duly passed as special 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.
By order of the Board
Air China Limited
Huang Bin Huen Ho Yin
Joint Company Secretaries
Beijing, the PRC, 26 January 2024
As at the
date of this announcement, the directors of the Company are Mr. Ma
Chongxian, Mr. Wang Mingyuan, Mr. Feng Gang, Mr. Patrick Healy, Mr.
Xiao Peng, Mr. Li Fushen*, Mr. He Yun*, Mr. Xu Junxin* and Ms.
Winnie Tam Wan-chi*.
* Independent non-executive director of the
Company