TIDMAIRC

RNS Number : 3338J

Air China Ld

21 December 2020

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 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 dated 14 September 2020 (the "Circular") and the notice of the EGM dated 3 November 2020 (the "Notice") of Air China Limited (the "Company"), containing details of the resolutions tabled at the EGM. Unless otherwise stated 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 resolutions set out in the Notice were duly passed by the Shareholders by way of poll at the EGM held at 11:00 a.m. on Friday, 18 December 2020 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. Shareholders and authorized proxies holding an aggregate of 10,686,059,888 shares, representing 73.5711% of the total issued shares of the Company were present at the EGM.

CNAHC and CNACG, have material interests in resolutions no. 2, 3, and 4 proposed at the EGM and are required to abstain, and have abstained, from voting on these resolutions. 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 on resolutions no. 2, 3, and 4 was 7,016,243,568 shares, the total number of shares entitling the holders to attend and vote on resolution no. 1 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 proposed resolutions at the EGM. There were no shares entitling the holder to attend and abstain from voting in favour of the proposed resolutions 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 resolutions proposed at the EGM or to abstain from voting.

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

 
               ORDINARY RESOLUTIONS                                   Votes of Shareholders 
                                                       For              Against           Abstain 
                                                -----------------  ----------------  ---------------- 
     To consider and approve the appointment 
      of Ms. Lyu Yanfang as a supervisor 
      of the fifth session of the supervisory 
 1.   committee of the Company.                   10,610,440,845        75,614,743         4,300 
                                                    (99.2924%)           (0.7076%)       (0.0000%) 
     -----------------------------------------  -----------------  ----------------  ---------------- 
     To consider and approve the trademark 
      license framework agreement dated 
      28 August 2020 entered into between 
      the Company and CNAHC for a term 
      of three years from 1 January 2021 
      to 31 December 2023 and the transactions 
 2.   contemplated                                  2,958,201,540       219,286,631       100,000,100 
      thereunder.                                    (90.2582%)          (6.6907%)         (3.0511%) 
     -----------------------------------------  -----------------  ----------------  ---------------- 
     To consider and approve the renewal 
 3.   of the                                      2,857,760,771       315,368,040       104,359,460 
     financial services framework agreement         (87.1936%)         (9.6222%)         (3.1841%) 
     between the Company and CNAF in 
     relation to the provisions of a 
      range of 
     financial services by CNAF to the 
      Group for 
     a term of three years commencing 
      from 1 
     January 2021 and ending on 31 December 
     2023, and to consider and approve 
      the 
     provision of deposit services by 
      CNAF as 
     stipulated thereunder and the proposed 
     maximum daily balance of deposits 
     (including accrued interests) placed 
      by the 
     Group with CNAF, being RMB15 billion, 
     RMB15 billion and RMB15 billion 
      for the 
     three years ending 31 December 
      2021, 2022 
     and 2023, respectively. 
     -----------------------------------------  -----------------  ----------------  ---------------- 
 
 
               ORDINARY RESOLUTIONS                                 Votes of Shareholders 
                                                     For            Against        Abstain 
                                              ----------------  --------------  ------------- 
      To consider and approve the renewal 
  4.   of the                                   2,857,760,771     315,368,040    104,359,460 
      financial services framework agreement     (87.1936%)        (9.6222%)      (3.1841%) 
      between CNAF and CNAHC in relation 
       to 
      the provisions of a range of financial 
      services by CNAF to the CNAHC Group 
      for a term of three years commencing 
       from 1 
      January 2021 and ending on 31 December 
      2023, and to consider and approve 
       the 
      provision of the Credit Services 
       by CNAF 
      as stipulated thereunder and the 
       proposed 
      maximum daily balance of Credit 
       Services 
      (including accrued interests) provided 
       by 
      CNAF to the CNAHC Group, being 
      RMB6.5 billion, RMB6.5 billion 
       and 
      RMB6.5 billion for the three years 
       ending 
      31 December 2021, 2022 and 2023, 
      respectively. 
      --------------------------------------  ----------------  --------------  ------------- 
 As more than 50% of the votes were cast in favour of the above resolutions, 
  these resolutions were duly passed as ordinary resolutions. 
 

Deloitte Touche Tohmatsu, the auditor of the Company, has 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

Company Secretary

Beijing, the PRC, 18 December 2020

As at the date of this announcement, the directors of the Company are Mr. Cai Jianjiang, Mr. Song Zhiyong, Mr. Feng Gang, Mr. Patrick Healy, Mr. Xue Yasong, Mr. Wang Xiaokang*, Mr. Duan Hongyi*, Mr. Stanley Hui Hon-chung* and Mr. Li Dajin*.

   *    Independent non-executive director of the Company 

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END

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December 21, 2020 02:00 ET (07:00 GMT)

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