Air China Ld POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING (9071U)

TIDMAIRC

RNS Number : 9071U

Air China Ld

24 January 2017

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.

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 THE EXTRAORDINARY GENERAL MEETING,

THE H SHAREHOLDERS' CLASS MEETING

AND

THE A SHAREHOLDERS' CLASS MEETING

 
  The board of directors (the "Board") of Air China 
   Limited (the "Company") is pleased to announce the 
   results of the resolutions passed at the extraordinary 
   general meeting (the "EGM"), the H shareholders' class 
   meeting (the "H Shareholders' Class Meeting") and 
   the A shareholders' class meeting (the "A Shareholders' 
   Class Meeting", together with the EGM and H Shareholders' 
   Class Meeting, the "Meetings") of the Company held 
   on 23 January 2017. 
------------------------------------------------------------ 
 

References are made to: (i) the announcement of the Company dated 2 December 2016 relating to the extension of the Validity Period of Resolution Relating to the Non-public A Share Issue and the Validity Period of Authorisation to the Board (the "Announcement"); (ii) the circular of the Company dated 5 December 2016 (the "Circular") containing details of the resolutions tabled at the Meetings; (iii) the notice of the EGM dated 5 December 2016; (iv) the notice of the H Shareholders' Class Meeting dated 5 December 2016; and (v) the announcement of the Company dated 5 January 2017 relating to the adjournment of the Meetings. Unless otherwise indicated, 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 proposed resolutions set out in the notices of the Meetings, respectively, were duly passed by the shareholders of the Company (the "Shareholders") by way of poll at the Meetings held on Monday, 23 January 2017 at the Conference Room One, 29/F, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, the PRC.

CNAHC, as a subscriber of the Non-public A Share Issue, has a material interest in the Non-public A Share Issue. Therefore, CNAHC and its associates (including its wholly-owned subsidiary, CNACG) are required to abstain from voting on the resolution in respect of the extension of the Validity Period of Resolution Relating to the Non-public A Share Issue at the Meetings.

RESULTS OF THE EGM

As at the date of the EGM, the total number of shares of the Company ("Shares") entitling the Shareholders to attend and vote for or against the special resolution numbered 2 proposed at the EGM was 13,084,751,004 shares. The Shareholders and authorised proxies holding in aggregate 10,411,728,418 Shares, entitling them to vote for or against the proposed special resolution numbered 2, were present at the EGM.

CNAHC and CNACG, as mentioned above, have a material interest in the proposed special resolution numbered 1 at the EGM and are required to abstain, and have abstained, from voting on the special resolution numbered 1 at the EGM. As at the date of the EGM, CNAHC and CNACG held an aggregate of 6,995,092,799 Shares. Accordingly, the total number of Shares entitling the Independent Shareholders to attend and vote for or against the special resolution numbered 1 proposed at the EGM was 6,089,658,205 Shares. The Shareholders and authorised proxies holding in aggregate 3,419,639,619 Shares, entitling them to vote for or against the proposed special resolution numbered 1, were present at the EGM.

Save as disclosed above, there were no other restrictions on any Shareholders to cast votes on any of the following resolutions proposed at the EGM.

The poll results in respect of the proposed resolutions at the EGM were as follows:

 
                                                               Votes of Shareholders 
------                                               ---------------------------------- 
                              SPECIAL RESOLUTIONS           For                Against 
---------------------------------------------------  ----------------  ---------------- 
         To consider and approve the extension 
          of the validity period of the 
          resolution relating to the Non-public 
   1.     A Share Issue until 30 April 2017.           3,410,774,498         8,865,121 
                                                         (99.7408%)           (0.2592%) 
------  -------------------------------------------  ----------------  ---------------- 
         To consider and approve the extension 
          of the validity period of the 
          authorisation granted to the Board 
          and the Board's authorised person(s) 
          to handle all relevant matters 
          relating to the Non-public A Share 
          Issue for a 12-month period from 
          the date of the approval of this 
   2.     special resolution.                          10,402,863,297        8,865,121 
                                                         (99.9149%)           (0.0851%) 
------  -------------------------------------------  ----------------  ---------------- 
 As more than two-thirds of the votes were cast in 
  favour of the above resolutions, the resolutions were 
  duly passed as special resolutions. 
--------------------------------------------------------------------------------------- 
 

RESULT OF THE H SHAREHOLDERS' CLASS MEETING

As at the date of the H Shareholders' Class Meeting, the total number of H shares issued by the Company ("H Shares") was 4,562,683,364 shares.

CNACG, as mentioned above, has a material interest in the proposed special resolution at the H Shareholders' Class Meeting and are required to abstain, and have abstained, from voting on the special resolution at the H Shareholders' Class Meeting. As at the date of the H Shareholders' Class Meeting, CNACG held 223,852,000 H Shares. Accordingly, the total number of H Shares entitling the Independent Shareholders to attend and vote for or against the special resolution proposed at the H Shareholders' Class Meeting was 4,338,831,364 H Shares. The H Shareholders and authorised proxies holding in aggregate 3,250,675,349 H Shares, entitling them to vote for or against the proposed special resolution, were present at the H Shareholders' Class Meeting.

Save as disclosed above, there were no other restrictions on any H Shareholders to cast votes on the following resolution proposed at the H Shareholders' Class Meeting.

The poll result in respect of the proposed resolution at the H Shareholders' Class Meeting was as follows:

 
                                                               Votes of Shareholders 
------                                               --------------------------------- 
                               SPECIAL RESOLUTION           For               Against 
---------------------------------------------------  ---------------  ---------------- 
         To consider and approve the extension 
          of the validity period of the 
          resolution relating to the Non-public 
   1.     A Share Issue until 30 April 2017.           3,244,937,349        5,738,000 
                                                         (99.8235%)          (0.1765%) 
------  -------------------------------------------  ---------------  ---------------- 
 As more than two-thirds of the votes were cast in 
  favour of the above resolution, the resolution was 
  duly passed as a special resolution. 
-------------------------------------------------------------------------------------- 
 
 

RESULT OF THE A SHAREHOLDERS' CLASS MEETING

As at the date of the A Shareholders' Class Meeting, the total number of A shares issued by the Company ("A Shares") was 8,522,067,640 shares.

CNAHC and CNACG, as mentioned above, have a material interest in the proposed special resolution at the A Shareholders' Class Meeting and are required to abstain, and have abstained, from voting on the special resolution at the A Shareholders' Class Meeting. As at the date of the A Shareholders' Class Meeting, CNAHC and CNACG held an aggregate of 6,771,240,799 A Shares. Accordingly, the total number of A Shares entitling the Independent Shareholders to attend and vote for or against the special resolution proposed at the A Shareholders' Class Meeting was 1,750,826,841 A Shares. The A Shareholders and authorised proxies holding in aggregate 168,025,890 A Shares, entitling them to vote for or against the proposed special resolution, were present at the A Shareholders' Class Meeting.

Save as disclosed above, there were no other restrictions on any A Shareholders to cast votes on the following resolution proposed at the A Shareholders' Class Meeting.

The poll result in respect of the proposed resolution at the A Shareholders' Class Meeting was as follows:

 
                                                               Votes of Shareholders 
------                                               ---------------------------------- 
                               SPECIAL RESOLUTION           For                Against 
---------------------------------------------------  ----------------  ---------------- 
         To consider and approve the extension 
          of the validity period of the 
          resolution relating to the Non-public 
   1.     A Share Issue until 30 April 2017.              164,908,809        3,117,081 
                                                           (98.1449%)         (1.8551%) 
------  -------------------------------------------  ----------------  ---------------- 
 As more than two-thirds of the votes were cast in 
  favour of the above resolution, the resolution was 
  duly passed as a special resolution. 
--------------------------------------------------------------------------------------- 
 
 

KPMG Huazhen LLP was the scrutineer for the vote-taking at the Meetings.

By order of the Board

Air China Limited

   Rao Xinyu      Tam  Shuit Mui 

Joint Company Secretaries

Beijing, the PRC, 23 January 2017

As at the date of this announcement, the directors of the Company are Mr. Cai Jianjiang, Mr. Song Zhiyong, Mr. Cao Jianxiong, Mr. Feng Gang, Mr. John Robert Slosar, Mr. Ian Sai Cheung Shiu, Mr. Pan Xiaojiang*, Mr. Simon To Chi Keung*, Mr. Stanley Hui Hon-chung* and Mr. Li Dajin*.

   *     Independent  non-executive  director  of  the Company 

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