TIDMAIRC
RNS Number : 1557A
Air China Ld
21 September 2022
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 that the extraordinary general
meeting (the "EGM"), the class meeting for holders of H Shares (the
"H Shareholders' Class Meeting") and the class meeting for holders
of A Shares (the "A Shareholders' Class Meeting", together with the
EGM and the H Shareholders' Class Meeting, the "Meetings") of the
Company have been held on 20 September 2022, and all the
resolutions proposed at the Meetings were duly passed.
References are made to: (i) the notice of the EGM dated 5 August
2022; (ii) the notice of the H Shareholders' Class Meeting dated 5
August 2022; and (iii) the circular of the Company dated 25 August
2022 (the "Circular"), containing details of the resolutions tabled
at the EGM and the H Shareholders' Class Meeting. 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 Meetings were held on
Tuesday, 20 September 2022 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
notices of the Meetings were duly passed by the relevant
Shareholders by way of poll. Except for Mr. Song Zhiyong and Mr. He
Yun who did not attend the Meetings due to business arrangements,
all other directors of the Company attended the Meetings.
As at the date of the Meetings, the number of total issued
shares of the Company was 14,524,815,185 shares, including
4,562,683,364 H shares and 9,962,131,821 A shares. Shareholders and
authorized proxies holding an aggregate of 11,754,203,097 shares,
representing 80.92% of the total issued shares of the Company, were
present at the EGM. Shareholders and authorized proxies holding an
aggregate
of 3,340,766,390 H shares, representing 73.22% of the total
issued H shares of the Company, were present at the H Shareholders'
Class Meeting. Shareholders and authorized proxies holding an
aggregate of 8,404,156,707 A shares, representing 84.36% of the
total issued A shares of the Company, were present at the A
Shareholders' Class Meeting.
CNAHC and its associates (including CNACG) have a material
interest in the resolutions no. 2, 3, 7 and 8 proposed at the EGM,
resolutions no.1, 2, 4 and 5 proposed at the H Shareholders' Class
Meeting and resolutions no. 1, 2, 4 and 5 proposed at the A
Shareholders' Class Meeting, and are required to abstain, and have
abstained, from voting on the above resolutions. As at the date of
the Meetings, the number of A shares of the Company directly held
by CNAHC was 5,952,236,697, whereas the number of A shares and H
shares of the Company held by CNACG, a wholly-owned subsidiary of
CNAHC, were 1,332,482,920 and 223,852,000 respectively.
Accordingly, at the EGM, the total number of shares entitling
the holders to attend and vote on the resolutions no. 1, 4, 5, 6, 9
and 10 was 14,524,815,185 shares, and the total number of shares
entitling the holders to attend and vote on the resolutions no. 2,
3, 7 and 8 was 7,016,243,568 shares. At the H Shareholders' Class
Meeting, the total number of shares entitling the holders to attend
and vote on the resolutions no. 1, 2, 4 and 5 was 4,338,831,364
shares, and the total number of shares entitling the holders to
attend and vote on the resolution no. 3 was 4,562,683,364 shares.
At the A Shareholders' Class Meeting, the total number of shares
entitling the holders to attend and vote on the resolutions no. 1,
2, 4 and 5 was 9,962,131,821 shares, and the total number of shares
entitling the holders to attend and vote on the resolution no. 3
was 2,677,412,204 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 Meetings. There were no
shares entitling the holder to attend and abstain from voting in
favour of the resolutions proposed at the Meetings 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 Meetings or to abstain from voting.
RESULTS OF THE EGM
The poll results in respect of the proposed resolutions at the
EGM were as follows:
Votes of Shareholders
RESOLUTIONS For Against Abstain
-------------------- --------------- ----------
To consider and approve the satisfaction
1. of the 11,722,956,227 31,246,770 100
Company of the requirements for
the non- 99.7341% 0.2658% 0.0001%
public issuance of A Shares
------------------------------------------------ -------------------- --------------- ----------
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
RESOLUTIONS For Against Abstain
--------------- ----------------- ---------------
2. To consider and approve the proposal
of the non-public issuance of
A Shares by the Company in 2022:
---------------------------------------- --------------- ----------------- ---------------
2.1 class and par value of shares
to be issued 4,201,072,110 44,559,370 0
98.9505% 1.0495% 0.0000%
---------------------------------------- --------------- ----------------- ---------------
2.2 method and time of issuance 4,201,072,010 44,559,370 100
98.9504% 1.0495% 0.0001%
---------------------------------------- --------------- ----------------- ---------------
2.3 target subscribers and method
of subscription 4,201,072,010 44,559,370 100
98.9504% 1.0495% 0.0001%
---------------------------------------- --------------- ----------------- ---------------
2.4 issue price and pricing method 4,201,072,010 44,559,370 100
98.9504% 1.0495% 0.0001%
---------------------------------------- --------------- ----------------- ---------------
2.5 issue number 4,201,072,010 44,559,370 100
98.9504% 1.0495% 0.0001%
---------------------------------------- --------------- ----------------- ---------------
2.6 lock-up arrangement 4,201,072,010 44,559,370 100
98.9504% 1.0495% 0.0001%
---------------------------------------- --------------- ----------------- ---------------
2.7 listing venue 4,201,072,010 44,559,370 100
98.9504% 1.0495% 0.0001%
---------------------------------------- --------------- ----------------- ---------------
2.8 arrangement relating to the
accumulated undistributed profits
prior to this issuance 4,201,078,110 44,553,270 100
98.9505% 1.0494% 0.0001%
---------------------------------------- --------------- ----------------- ---------------
2.9 amount and use of proceeds 4,203,540,023 42,091,357 100
99.0085% 0.9914% 0.0001%
---------------------------------------- --------------- ----------------- ---------------
2.10 validity period of the resolution
of this issuance 4,201,072,010 44,559,370 100
98.9504% 1.0495% 0.0001%
---------------------------------------- --------------- ----------------- ---------------
As more than two-thirds of the votes were cast in favour of the above
resolutions, the resolutions were duly passed as special resolutions.
To consider and approve the plan
of the non- public issuance of
3. A Shares by the Company in 2022 4,201,072,010 44,559,370 100
98.9504% 1.0495% 0.0001%
---------------------------------------- --------------- ----------------- ---------------
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.
To consider and approve the feasibility
analysis report on the use of
proceeds from the non- public
issuance of A Shares by the Company
4. in 2022 11,722,956,227 31,246,770 100
99.7341% 0.2658% 0.0001%
---------------------------------------- --------------- ----------------- ---------------
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.
Votes of Shareholders
RESOLUTIONS For Against Abstain
--------------- ----------------- ---------------
To consider and approve the dilution
of current returns, remedial measures
and the corresponding undertakings
of relevant entities for the non-public
issuance of A Shares by the Company
5. in 2022 11,722,956,227 31,246,770 100
99.7341% 0.2658% 0.0001%
------------------------------------------ --------------- ----------------- ---------------
As more than 50% of the votes were cast in favour of the above resolution,
the resolution was duly passed as an ordinary resolution.
To consider and approve the report
on use of proceeds from previous
fund-raising activities of the
6. Company 11,725,566,790 28,636,207 100
99.7563% 0.2436% 0.0001%
------------------------------------------ --------------- ----------------- ---------------
As more than 50% of the votes were cast in favour of the above resolution,
the resolution was duly passed as an ordinary resolution.
To consider and approve the related
(connected) transaction concerning
the entering into of the conditional
share subscription agreement with
7. specific subscriber 4,214,384,610 31,246,770 100
99.2639% 0.7360% 0.0001%
------------------------------------------ --------------- ----------------- ---------------
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.
8. To consider and approve the authorization 4,214,384,610 31,246,870 0
by the shareholders to the Board's
authorized person(s) to proceed
with relevant matters in respect
of the non-public issuance in
their sole discretion
99.2640% 0.7360% 0.0000%
------------------------------------------ --------------- ----------------- ---------------
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.
To consider and approve the future
plan for dividend return to the
shareholders for the coming three
9. years (2022-2024) 11,725,648,890 28,554,107 100
99.7570% 0.2429% 0.0001%
------------------------------------------ --------------- ----------------- ---------------
As more than 50% of the votes were cast in favour of the above resolution,
the resolution was duly passed as an ordinary resolution.
10. To consider and approve the introduction 11,754,188,997 14,000 100
of a total of 96 A320NEO series
aircraft for the Company and Shenzhen
Airlines Company Limited
99.9998% 0.0001% 0.0001%
------------------------------------------ --------------- ----------------- ---------------
As more than 50% of the votes were cast in favour of the above resolution,
the resolution was duly passed as an ordinary resolution.
RESULTS OF THE H SHAREHOLDERS' CLASS MEETING
The poll results in respect of the resolutions proposed at the H
Shareholders' Class Meeting were as follows:
Votes of Shareholders
RESOLUTIONS For Against Abstain
-------------- ----------------- ---------------
1. To consider and approve the proposal
of the non-public issuance of
A Shares by the
Company in 2022:
---------------------------------------- -------------- ----------------- ---------------
1.1 class and par value of shares
to be issued 3,076,911,152 40,003,238 0
98.7166% 1.2834% 0.0000%
---------------------------------------- -------------- ----------------- ---------------
1.2 method and time of issuance 3,076,911,152 40,003,238 0
98.7166% 1.2834% 0.0000%
---------------------------------------- -------------- ----------------- ---------------
1.3 target subscribers and method
of subscription 3,076,911,152 40,003,238 0
98.7166% 1.2834% 0.0000%
---------------------------------------- -------------- ----------------- ---------------
1.4 issue price and pricing method 3,076,911,152 40,003,238 0
98.7166% 1.2834% 0.0000%
---------------------------------------- -------------- ----------------- ---------------
1.5 issue number 3,076,911,152 40,003,238 0
98.7166% 1.2834% 0.0000%
---------------------------------------- -------------- ----------------- ---------------
1.6 lock-up arrangement 3,076,911,152 40,003,238 0
98.7166% 1.2834% 0.0000%
---------------------------------------- -------------- ----------------- ---------------
1.7 listing venue 3,076,911,152 40,003,238 0
98.7166% 1.2834% 0.0000%
---------------------------------------- -------------- ----------------- ---------------
1.8 arrangement relating to the
accumulated undistributed profits
prior to this issuance 3,076,987,152 39,927,238 0
98.7190% 1.2810% 0.0000%
---------------------------------------- -------------- ----------------- ---------------
1.9 amount and use of proceeds 3,078,680,534 38,233,856 0
98.7733% 1.2267% 0.0000%
---------------------------------------- -------------- ----------------- ---------------
1.10 validity period of the resolution
of this issuance 3,076,911,152 40,003,238 0
98.7166% 1.2834% 0.0000%
---------------------------------------- -------------- ----------------- ---------------
As more than two-thirds of the votes were cast in favour of the above
resolutions, the resolutions were duly passed as special resolutions.
To consider and approve the plan
2. of the non- 3,076,911,152 40,003,238 0
public issuance of A Shares by
the Company in 2022 98.7166% 1.2834% 0.0000%
---------------------------------------- -------------- ----------------- ---------------
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.
Votes of Shareholders
RESOLUTIONS For Against Abstain
-------------- ----------------- ---------------
To consider and approve the feasibility
analysis report on the use of
proceeds from the non- public
issuance of A Shares by the Company
3. in 3,313,951,152 26,815,238 0
2022 99.1973% 0.8027% 0.0000%
------------------------------------------ -------------- ----------------- ---------------
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.
To consider and approve the related
(connected) transaction concerning
the entering into of the conditional
4. share 3,090,099,152 26,815,238 0
subscription agreement with specific
subscriber 99.1397% 0.8603% 0.0000%
------------------------------------------ -------------- ----------------- ---------------
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.
To consider and approve the authorization
by the shareholders to the Board's
authorized person(s) to proceed
with relevant matters in respect
of the non-public issuance in
5. their sole 3,090,099,152 26,815,238 0
discretion 99.1397% 0.8603% 0.0000%
------------------------------------------ -------------- ----------------- ---------------
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.
RESULTS OF THE A SHAREHOLDERS' CLASS MEETING
The poll results in respect of the resolutions proposed at the A
Shareholders' Class Meeting were as follows:
Votes of Shareholders
RESOLUTIONS For Against Abstain
-------------- ---------------- ---------------
1. To consider and approve the proposal
of the non-public issuance of
A Shares by the Company in 2022:
---------------------------------------- -------------- ---------------- ---------------
1.1 class and par value of shares
to be issued 1,114,880,958 4,556,132 0
99.5929% 0.4071% 0.0000%
---------------------------------------- -------------- ---------------- ---------------
1.2 method and time of issuance 1,114,880,858 4,556,132 100
99.5929% 0.4070% 0.0001%
---------------------------------------- -------------- ---------------- ---------------
1.3 target subscribers and method
of subscription 1,114,880,858 4,556,132 100
99.5929% 0.4070% 0.0001%
---------------------------------------- -------------- ---------------- ---------------
1.4 issue price and pricing method 1,114,880,858 4,556,132 100
99.5929% 0.4070% 0.0001%
---------------------------------------- -------------- ---------------- ---------------
1.5 issue number 1,114,880,858 4,556,132 100
99.5929% 0.4070% 0.0001%
---------------------------------------- -------------- ---------------- ---------------
1.6 lock-up arrangement 1,114,880,858 4,556,132 100
99.5929% 0.4070% 0.0001%
---------------------------------------- -------------- ---------------- ---------------
1.7 listing venue 1,114,880,858 4,556,132 100
99.5929% 0.4070% 0.0001%
---------------------------------------- -------------- ---------------- ---------------
1.8 arrangement relating to the
accumulated undistributed profits
prior to this issuance 1,114,886,958 4,550,032 100
99.5935% 0.4064% 0.0001%
---------------------------------------- -------------- ---------------- ---------------
1.9 amount and use of proceeds 1,115,579,489 3,857,501 100
99.6554% 0.3445% 0.0001%
---------------------------------------- -------------- ---------------- ---------------
1.10 validity period of the resolution
of this issuance 1,114,880,858 4,556,132 100
99.5929% 0.4070% 0.0001%
---------------------------------------- -------------- ---------------- ---------------
As more than two-thirds of the votes were cast in favour of the above
resolutions, the resolutions were duly passed as special resolutions.
To consider and approve the plan
of the non- public issuance of
2. A Shares by the Company in 2022 1,114,880,858 4,556,132 100
99.5929% 0.4070% 0.0001%
---------------------------------------- -------------- ---------------- ---------------
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.
To consider and approve the feasibility
analysis report on the use of
proceeds from the non- public
issuance of A Shares by the Company
3. in 2022 8,399,725,075 4,431,532 100
99.9472% 0.0527% 0.0001%
---------------------------------------- -------------- ---------------- ---------------
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.
Votes of Shareholders
RESOLUTIONS For Against Abstain
-------------- ---------------- ---------------
To consider and approve the related
(connected) transaction concerning
the entering into of the conditional
share subscription agreement with
4. specific subscriber 1,115,005,458 4,431,532 100
99.6041% 0.3958% 0.0001%
------------------------------------------ -------------- ---------------- ---------------
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.
To consider and approve the authorization
by the shareholders to the Board's
authorized person(s) to proceed
with relevant matters in respect
of the non-public issuance in
5. their sole discretion 1,115,005,458 4,431,632 0
99.6041% 0.3959% 0.0000%
------------------------------------------ -------------- ---------------- ---------------
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.
Deloitte Touche Tohmatsu, the auditor of the Company, have acted
as the scrutineer for the vote- taking at the Meetings and compared
the poll results summary to poll forms collected 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, 20 September 2022
As at the date of this announcement, the directors of the
Company are Mr. Song Zhiyong, Mr. Ma Chongxian, Mr. Feng Gang, Mr.
Patrick Healy, Mr. Li Fushen*, Mr. He Yun*, Mr. Xu Junxin* and Ms.
Winnie Tam Wan-chi*.
* Independent non-executive director of the Company
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END
STRLBMLTMTITMIT
(END) Dow Jones Newswires
September 21, 2022 05:46 ET (09:46 GMT)
Grafico Azioni Air China Ld (LSE:AIRC)
Storico
Da Mar 2024 a Apr 2024
Grafico Azioni Air China Ld (LSE:AIRC)
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