POLL RESULTS OF EXTRAORDINARY GENERAL MEETING
Updated : 07:01
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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 | ||
1. | To consider and approve the appointment of Ms. Lyu Yanfang as a supervisor of the fifth session of the supervisory committee of the Company. | 10,610,440,845 (99.2924%) | 75,614,743 (0.7076%) | 4,300 (0.0000%) |
2. | 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 contemplated thereunder. | 2,958,201,540 (90.2582%) | 219,286,631 (6.6907%) | 100,000,100 (3.0511%) |
3. | To consider and approve the renewal 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 |
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| relation to the provisions of a range of |
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| financial services by CNAF to the Group for |
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| a term of three years commencing from 1 |
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| January 2021 and ending on 31 December |
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| 2023, and to consider and approve the |
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| provision of deposit services by CNAF as |
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| stipulated thereunder and the proposed |
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| maximum daily balance of deposits |
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| (including accrued interests) placed by the |
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| Group with CNAF, being RMB15 billion, |
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| RMB15 billion and RMB15 billion for the |
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| three years ending 31 December 2021, 2022 |
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| and 2023, respectively. |
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ORDINARY RESOLUTIONS | Votes of Shareholders | |||
For | Against | Abstain | ||
4. | To consider and approve the renewal 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 |
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| the provisions of a range of financial |
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| services by CNAF to the CNAHC Group |
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| for a term of three years commencing from 1 |
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| January 2021 and ending on 31 December |
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| 2023, and to consider and approve the |
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| provision of the Credit Services by CNAF |
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| as stipulated thereunder and the proposed |
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| maximum daily balance of Credit Services |
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| (including accrued interests) provided by |
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| CNAF to the CNAHC Group, being |
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| RMB6.5 billion, RMB6.5 billion and |
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| RMB6.5 billion for the three years ending |
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| 31 December 2021, 2022 and 2023, |
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| respectively. |
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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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