Air China Ld POLL RESULTS OF 2017 ANNUAL GENERAL MEETING (4124P)

TIDMAIRC

RNS Number : 4124P

Air China Ld

27 May 2018

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 2017 ANNUAL GENERAL 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 annual general meeting of the Company for the year ended 31 December 2017 held on 25 May 2018 (the "AGM").

Reference is made to the circular of the Company dated 4 April 2018 (the "Circular") and the notice of the AGM dated 4 April 2018 (the "Notice") containing details of the resolutions tabled at the AGM. 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 resolutions set out in the Notice were duly passed by the Shareholders by way of poll at the AGM held on Friday, 25 May 2018 at The Conference Room C713, No. 30, Tianzhu Road, Airport Industrial Zone, Shunyi District, Beijing, PRC.

RESULTS OF THE AGM

As at the date of the AGM, the number of total issued shares of the Company was 14,524,815,185. Shareholders and authorized proxies holding an aggregate of 11,030,253,613 shares, representing 75.9408% of the total issued share capital of the Company were present at the AGM.

CNAHC, the controlling shareholder of the Company, and CNACG, the wholly-owned subsidiary of CNAHC, have a material interest in the ordinary resolution no. 6 proposed at the AGM and are required to abstain, and save as disclosed below, have abstained from voting on this ordinary resolution. Due to inadvertent mistake, 100 million H shares beneficially owned by CNACG were voted "abstain" for the ordinary resolution no. 6. According to the articles of association of the Company, the 100 million H shares voted "abstain" were not counted in the results. As at the date of the AGM, CNAHC and CNACG held an aggregate of 7,508,571,617 shares of the Company. Accordingly, the total number of shares entitling the holders to attend and vote for or against resolution no. 6 was 7,016,243,568 shares, and the total number of shares entitling the holders to attend and vote for or against other resolutions was 14,524,815,185 shares.

Save as disclosed above, there were no shares the holder of which is required under the Hong Kong Listing Rules to abstain from voting on the resolutions proposed at the AGM. There were no shares entitling the holder to attend and abstain from voting in favour of the resolutions proposed at the AGM as set out in Rule 13.40 of the Hong Kong Listing Rules. No parties have stated their intention in the Circular to vote against the resolutions proposed at the AGM or to abstain from voting.

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

 
                                                                        Votes for Shareholders 
                  ORDINARY RESOLUTIONS                 For                 Against         Abstain 
                                                 ----------------  ---------------  --------------- 
     To consider and approve the 2017 
      work report of the Board of the 
1.    Company.                                     11,028,340,106          749,507        1,164,000 
    ------------------------------------------- 
                                                      (99.9827%)         (0.0068%)        (0.0106%) 
    -------------------------------------------  ----------------  ---------------  --------------- 
     To consider and approve the 2017 
      work report of the supervisory 
2.    committee of the Company.                    11,028,340,106          749,507        1,164,000 
    ------------------------------------------- 
                                                      (99.9827%)         (0.0068%)        (0.0106%) 
    -------------------------------------------  ----------------  ---------------  --------------- 
     To consider and approve the audited 
      consolidated financial statements 
      of the Company for the year 2017 
      prepared under the PRC Accounting 
      Standards and the International 
3.    Financial Reporting Standards.               11,028,340,106          749,507        1,164,000 
                                                      (99.9827%)         (0.0068%)        (0.0106%) 
                                                 ----------------  ---------------  --------------- 
     To consider and approve the profit 
      distribution proposal for the 
      year 2017 as recommended by the 
4.    Board.                                       11,029,987,333           14,280          252,000 
                                                      (99.9976%)         (0.0001%)        (0.0023%) 
                                                 ----------------  ---------------  --------------- 
5.   To consider and approve the re-appointment    11,029,987,333           14,280          252,000 
      of Deloitte Touche Tohmatsu as 
      the Company's international auditor 
      and Deloitte Touche Tohmatsu Certified 
      Public Accountants LLP as the 
      Company's domestic auditor and 
      internal control auditor respectively 
      for the year ending 31 December 
      2018 and to authorise the audit 
      and risk management committee 
      of the Board to determine their 
      remunerations for the year 2018. 
    ------------------------------------------- 
                                                      (99.9976%)         (0.0001%)        (0.0023%) 
    -------------------------------------------  ----------------  ---------------  --------------- 
 
 
                                                                    Votes for Shareholders 
                  ORDINARY RESOLUTIONS            For                Against           Abstain 
                                             --------------  -----------------  ---------------- 
     To consider and approve the entry 
      into of the 2018-2019 aircraft 
      finance lease service framework 
      agreement dated 27 March 2018 
      between the Company and China 
      National Aviation Corporation 
      (Group) Limited as well as the 
      transactions contemplated thereunder 
      and the proposed maximum transaction 
      amounts for the period from 1 
      June 2018 to 31 December 2018 
      and for the financial year ending 
      31 December 2019, being US$1,046.59 
      million and US$1,492.03 million 
6.    respectively.                          3,524,415,716        14,280            252,000 
                                               (99.9924%)        (0.0004%)          (0.0071%) 
    ---------------------------------------  --------------  -----------------  ---------------- 
 As more than 50% of the votes were cast in favour of the above resolutions, 
  the resolutions were duly passed as ordinary resolutions. 
                                                                    Votes for Shareholders 
                                             --------------------------------------------------- 
                     SPECIAL RESOLUTION           For                Against           Abstain 
                                             --------------  -----------------  ---------------- 
     To consider and approve the resolution 
      in relation to the grant of a 
      general mandate to the Board to 
7.    issue debt financing instruments.      10,566,798,820        460,254,793        3,200,000 
                                               (95.7983%)           (4.1727%)          (0.0290%) 
    ---------------------------------------  --------------  -----------------  ---------------- 
 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. 
 

Zhongxinghua Certified Public Accountants LLP was the scrutineer for the vote-taking at the AGM.

The Shareholders approved the profit distribution proposal and declaration of a final dividend of RMB1.1497 (including tax) per ten shares (equivalent to HK$1.4189 per ten shares) for the year ended 31 December 2017. 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 2017 at the AGM (RMB0.81026 equivalent to HK$1.00). The Company will make further announcement on details of the payment of such dividends as and when appropriate.

By order of the Board

Air China Limited

   Zhou Feng     Tam Shuit Mui 

Joint Company Secretaries

Beijing, the PRC, 25 May 2018

As at the date of this announcement, the directors of the Company are Mr. Cai Jianjiang, Mr. Song Zhiyong, Mr. John Robert Slosar, Mr. Xue Yasong, Mr. Wang Xiaokang*, Mr. Liu Deheng*, Mr. Stanley Hui Hon-chung* and Mr. Li Dajin*.

* Independent non-executive director of the Company

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May 29, 2018 02:00 ET (06:00 GMT)