TIDMAIRC
RNS Number : 3028G
Air China Ld
26 May 2017
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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 2016 ANNUAL GENERAL MEETING AND
CHANGE OF DIRECTORS
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
2016 held on 25 May 2017 (the "AGM").
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Reference is made to: (i) the circular of the Company dated 7
April 2017 (the "Circular"); (ii) the notice of the AGM dated 7
April 2017; and (iii) the supplemental notice of the AGM dated 10
May 2017, 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 all the proposed
resolutions set out in the revised form of proxy for the AGM were
duly passed by the shareholders of the Company (the "Shareholders")
by way of poll at the AGM held on Thursday, 25 May 2017 at The
Conference Room One, 29/F, Air China Building, 36 Xiaoyun Road,
Chaoyang District, Beijing, the 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, which was also the total number of
shares entitling the holders to attend and vote on the resolutions
at the AGM. There were no shares entitling the holder to attend and
abstain from voting in favour of the resolutions at the AGM as set
out in Rule 13.40 of the Listing Rules. There were no shares the
holder of which is required under the Listing Rules to abstain from
voting on the resolutions at the AGM. No parties have stated their
intention in the Circular to vote against the resolutions or to
abstain from voting at the AGM.
Votes of Shareholders
------ -----------------------------------
ORDINARY RESOLUTIONS For Against
------------------------------------------------------------ ---------------- -----------------
To consider and approve the 2016 work report
1. of the Board. 11,027,995,882 1,262,000
(99.9863%) (0.0114%)
----------------------------------------------------------- ---------------- -----------------
2. To consider and approve the 2016 work report 11,027,995,882 1,262,000
of the supervisory committee of the Company.
(99.9863%) (0.0114%)
----------------------------------------------------------- ---------------- -----------------
3. To consider and approve the audited consolidated 11,027,995,882 1,262,000
financial statements of the Company for
the year 2016 prepared under the PRC Accounting
Standards and the International Financial
Reporting Standards.
(99.9863%) (0.0114%)
----------------------------------------------------------- ---------------- -----------------
4. To consider and approve the profit distribution 11,029,485,882 14,000
proposal for the year 2016 as recommended
by the Board.
(99.9999%) (0.0001%)
----------------------------------------------------------- ---------------- -----------------
As more than 50% of the votes were cast in favour of the above resolutions,
the resolutions were duly passed as ordinary resolutions.
-------------------------------------------------------------------------------------------------
Votes of Shareholders
-----------------------------------
SPECIAL RESOLUTIONS For Against
------------------------------------------------------------ ---------------- -----------------
5. To authorise the Board of the Company to 10,549,459,348 480,042,534
exercise the powers to allot, issue and
deal with additional shares of the Company
and to make or grant offers, agreements
and option 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.
(95.6476%) (4.3524%)
----------------------------------------------------------- ---------------- -----------------
6. To consider and approve the resolution in 10,671,382,232 352,105,590
relation to the grant of a general mandate
to the Board to issue debt financing instruments.
(96.7531%) (3.1924%)
----------------------------------------------------------- ---------------- -----------------
As more than two-thirds of the votes were cast in favour of the above
resolutions, the resolutions were duly passed as special resolutions.
-------------------------------------------------------------------------------------------------
Votes of Shareholders
------ ----------------------------------
ORDINARY RESOLUTION For Against
-------------------------------------------------------------------- ---------------- ----------------
To consider and approve the appointment
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 2017 and to authorize
the audit and risk management committee
of the Board to determine their remunerations
7. for the year 2017. 11,029,205,062 0
(99.9973%) (0.0000%)
------------------------------------------------------------------- ---------------- ----------------
As more than 50% of the votes were cast in favour of the above resolution,
the resolution was duly passed as an ordinary resolution.
--------------------------------------------------------------------------------------------------------
Votes of Shareholders
------ ----------------------------------
ORDINARY RESOLUTIONS For Against
-------------------------------------------------------------------- ---------------- ----------------
8. To consider and elect Mr. Wang Xiaokang
and Mr. Liu Deheng as independent non-executive
directors of the Company, and authorize
the nomination and remuneration committee
of the Board to determine their remunerations:
------ ------------------------------------------------------------ ---------------- ----------------
8.1 to elect Mr. Wang Xiaokang as an independent
non-executive director of the Company 11,011,290,062 17,785,000
(99.8349%) (0.1612%)
------------------------------------------------------------------- ---------------- ----------------
8.2 to elect Mr. Liu Deheng as an independent
non- executive director of the Company 11,011,290,062 17,785,000
(99.8349%) (0.1612%)
------------------------------------------------------------------- ---------------- ----------------
As more than 50% of the votes were cast in favour of the above resolutions,
the resolutions were duly passed as ordinary resolutions.
--------------------------------------------------------------------------------------------------------
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 RMB1.0771 (including tax) per
ten shares (equivalent to HK$1.2204 per ten shares) for the year
ended 31 December 2016. 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 2016 at the AGM
(RMB0.882606 equivalent to HK$1.00). The Company will make further
announcement on details of the payment of such dividends as and
when appropriate.
CHANGE OF DIRECTORS
The Board hereby announces that Mr. Wang Xiaokang ("Mr. Wang")
and Mr. Liu Deheng ("Mr. Liu") have been appointed as independent
non-executive directors of the Company, with the term of service
commencing upon the conclusion of the AGM and shall end on the
expiry of the term of the current session of the Board. Please
refer to the announcement of the Company dated 8 May 2017 for the
biographical details of Mr. Wang and Mr. Liu.
Reference is made to the announcement of the Company dated 8 May
2017 in relation to the resignation of Mr. Pan Xiaojiang ("Mr.
Pan") and Mr. Simon To Chi Keung ("Mr. To") as independent
non-executive directors of the Company. The Board further announces
that with effect from the conclusion of the AGM, Mr. Pan has ceased
to act as an independent non-executive director of the Company, the
chairman of the audit and risk control committee of the Board and a
member of the nomination and remuneration committee of the Board
(the "Nomination and Remuneration Committee"), and Mr. To has
ceased to act as an independent non-executive director of the
Company and a member of the Nomination and Remuneration Committee.
Mr. Pan and Mr. To have confirmed that they have no disagreement
with the Board and the Company and there are no matters relating to
their resignation that need to be brought to the attention of the
Shareholders. The Board would like to express its sincere gratitude
to Mr. Pan and Mr. To for their significant contributions to the
Company during their tenure.
Following the resignation of Mr. Pan and Mr. To, the Company
will fail to meet (i) the composition requirement of the audit
committee under Rule 3.21 of the Listing Rules; (ii) the
composition requirement of the remuneration committee under Rule
3.25 of the Listing Rules; and (iii) the composition requirement of
the nomination committee under Code Provision A.5.1 of the
Corporate Governance Code set out in Appendix 14 to the Listing
Rules (the "Corporate Governance Code").
The Company will seek suitable candidates to fill the vacancies
and expects replacements to be appointed within three months from
25 May 2017 pursuant to Rules 3.23 and 3.27 of the Listing Rules.
The Company will make further announcement as and when
appropriate.
By order of the Board
Rao Xinyu Tam Shuit Mui
Air China Limited
Joint Company Secretaries
Beijing, the PRC, 25 May 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.
Stanley Hui Hon-chung*, Mr. Li Dajin*, Mr. Wang Xiaokang* and Mr.
Liu Deheng*.
* Independent non-executive director of the Company
This information is provided by RNS
The company news service from the London Stock Exchange
END
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