Air China Ld POLL RESULTS OF EXTRAORDINARY GENERAL MEETING (9421K)

TIDMAIRC

RNS Number : 9421K

Air China Ld

19 December 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 EXTRAORDINARY GENERAL MEETING

Reference is made to the circular (the "Circular") and the notice (the "Notice") of the Company dated 2 November 2018 containing details of the resolution proposed at the EGM. 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 resolution set out in the Notice were duly passed by the Shareholders by way of poll at the EGM held on Tuesday, 18 December 2018 at The Conference Room C713, No. 30, Tianzhu Road, Airport Industrial Zone, Shunyi District, Beijing, the PRC.

RESULTS OF THE EGM

As at the date of the EGM, the number of total issued shares of the Company was 14,524,815,185 shares.

CNAHC, the controlling shareholder of the Company, and CNACG, the wholly-owned subsidiary of CNAHC, have a material interest in the resolution proposed at the EGM and are required to abstain, and have abstained, from voting on this resolution. As at the date of the EGM, 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 the resolution proposed at the EGM was 7,016,243,568 shares. Shareholders and authorized proxies holding an aggregate of 4,040,075,551 shares were present at the EGM.

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 proposed resolution at the EGM. There were no shares entitling the holder to attend and abstain from voting in favour of the proposed resolution at the EGM 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 resolution proposed at the EGM or to abstain from voting.

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

 
                           ORDINARY RESOLUTION                              Votes for Shareholders 
                                                                   For           Against         Abstain 
                                                        -----------------  --------------  --------------- 
 1.    To consider and approve the following 
        continuing connected transaction agreements, 
        the transactions contemplated thereunder 
        and their respective annual caps: 
       -----------------------------------------------  -------------------------------------------------- 
             The Government Charter Flight Service 
              Framework Agreement entered into 
              between the Company and CNAHC on 
       (1)    30 October 2018;                              4,039,657,151        14,000         404,400 
                                                             (99.9896%)         (0.0003%)        (0.0100%) 
       ----  -----------------------------------------  -----------------  --------------  --------------- 
       As more than 50% of the votes were cast in favour of the above resolution, 
        this resolution was duly passed as an ordinary resolution. 
       --------------------------------------------------------------------------------------------------- 
             The Sales Agency Services Framework 
              Agreement entered into between the 
       (2)    Company and CNAHC on 30 October 2018;         4,039,657,151        14,000         404,400 
                                                             (99.9896%)         (0.0003%)        (0.0100%) 
       ----  -----------------------------------------  -----------------  --------------  --------------- 
       As more than 50% of the votes were cast in favour of the above resolution, 
        this resolution was duly passed as an ordinary resolution. 
       --------------------------------------------------------------------------------------------------- 
             The Comprehensive Services Framework 
              Agreement entered into between the 
       (3)    Company and CNAHC on 30 October 2018;         4,039,655,151        16,000         404,400 
                                                             (99.9896%)         (0.0004%)        (0.0100%) 
       ----  -----------------------------------------  -----------------  --------------  --------------- 
       As more than 50% of the votes were cast in favour of the above resolution, 
        this resolution was duly passed as an ordinary resolution. 
       --------------------------------------------------------------------------------------------------- 
             The Properties Leasing Framework 
              Agreement entered into between the 
       (4)    Company and CNAHC on 30 October 2018;         4,039,655,151        16,000         404,400 
                                                             (99.9896%)         (0.0004%)        (0.0100%) 
       ----  -----------------------------------------  -----------------  --------------  --------------- 
       As more than 50% of the votes were cast in favour of the above resolution, 
        this resolution was duly passed as an ordinary resolution. 
       --------------------------------------------------------------------------------------------------- 
             The Media Services Framework Agreement 
              entered into between the Company 
       (5)    and CNAMC on 30 October 2018; and             4,039,635,151        36,000         404,400 
                                                             (99.9891%)         (0.0009%)        (0.0100%) 
       ----  -----------------------------------------  -----------------  --------------  --------------- 
       As more than 50% of the votes were cast in favour of the above resolution, 
        this resolution was duly passed as an ordinary resolution. 
       --------------------------------------------------------------------------------------------------- 
             The Construction Project Management 
              Framework Agreement entered into 
              between the Company and CNACD on 
       (6)    30 October 2018.                              4,039,637,151        14,000         424,400 
                                                             (99.9891%)         (0.0003%)        (0.0105%) 
       ----  -----------------------------------------  -----------------  --------------  --------------- 
       As more than 50% of the votes were cast in favour of the above resolution, 
        this resolution was duly passed as an ordinary resolution. 
       --------------------------------------------------------------------------------------------------- 
 

Deloitte Touche Tohmatsu, the auditor of the Company, have 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

Zhou Feng Tam Shuit Mui

Joint Company Secretaries

Beijing, the PRC, 18 December 2018

As at the date of this announcement, the directors of the Company are Mr. Cai Jianjiang, Mr. Song Zhiyong, Mr. Xue Yasong, Mr. John Robert Slosar, 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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December 19, 2018 02:00 ET (07:00 GMT)