29th Mar 2006 07:03
Air China Ld29 March 2006 AIR CHINA LIMITED (a joint stock limited company incorporated in the People's Republic of China with limited liability) (Stock Code: 753) Announcement of the Resolutions Passedat the Domestic Shareholders Class Meeting, Foreign Shareholders Class Meeting and the Extraordinary General Meeting and Appointment of Director - The Board of the Company is pleased to announce the results of the resolutions passed at the Domestic Shareholders Class Meeting, Foreign Shareholders Class Meeting and the EGM of the Company held on 28 March 2006. - The Domestic Shareholders and Foreign Shareholders have passed the resolutions in relation to the A Share Issue. - The Shareholders have passed all the resolutions at the EGM in relation to the A Share Issue, the proposed amendments to the articles of association of the Company, the rules and procedures for general meetings, board meeting, meeting of supervisors and connected transaction decision making system and the appointment of Mr. Jia Kang as an independent non-executive director of the Company. The board of directors (the "Board") of Air China Limited (the "Company")is pleased to announce that the domestic shareholders class meeting ("Domestic Shareholders Class Meeting"), the foreign shareholders class meeting(the "Foreign Shareholders Class Meeting") and the extraordinary generalmeeting ("EGM") was held on Tuesday, 28 March 2006 at The Conference Room, 29/F, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC. The holders of domestic shares of the Company (the "Domestic Shareholders")and the holders of non-H foreign shares and H shares (the "Foreign Shares")of the Company (the "Foreign Shareholders") have passed the resolutions inrelation to the public offering of not more than 2.7 billion A shares by theCompany in the PRC at the respective class meetings (the "A Share Issue").The shareholders of the Company (the "Shareholders") have passed all theresolutions at the EGM in relation to the A Share Issue, the proposed amendmentsto the articles of association of the Company (the "Articles of Association"), the rules and procedures for general meetings, board meeting, meeting ofsupervisors and connected transaction decision making system and the appointmentof Mr. Jia Kang as an independent non-executive director of the Company. THE FOREIGN SHAREHOLDERS CLASS MEETING Pursuant to the notice of Foreign Shareholders Class Meeting dated 9 February2006, the Foreign Shareholders Class Meeting was held at The Conference Room, 29/F, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC, on 28 March 2006. 1 The number of issued Foreign Shares of the Company as at the date of the ForeignShareholders Class Meeting was 4,607,014,920 shares, which was the total numberof shares entitling the Foreign Shareholders to attend and vote for or againstany of the resolutions proposed at the Foreign Shareholders Class Meeting. Therewere no restrictions on any Foreign Shareholder of the Company casting votes onany of the proposed resolutions at the Foreign Shareholders Class Meeting. TheForeign Shareholders and authorized proxies holding an aggregate 3,092,152,049shares, representing 67.12% of the total voting Foreign Shares of the Companywere present at the Foreign Shareholders Class Meeting. The holding of theForeign Shareholders Class Meeting was in compliance with the requirements ofthe Company Law of the People's Republic of China and the provisions of theArticles of Association. The Foreign Shareholders Class Meeting was chaired byMr. Li Jiaxiang, the chairman of the Company. The poll results in respect of the proposed resolutions at the ForeignShareholders Class Meeting were as follows: Votes of Foreign ShareholdersSPECIAL RESOLUTION For AgainstConditional upon the approval of the same by the Domestic Shareholders Class Meeting and by shareholders of the Company at the EGM, the public offering of not more than 2.7 billion A Shares 3,066,653,049 25,499,000of the Company in the PRC was approved. (99.18%) (0.82%) Votes of holders of H Shares For Against 1,686,170,129 25,499,000 (98.51%) (1.49%) As more than two-thirds of the votes of Foreign Shareholders and that of holdersof H Shares attending the meeting were cast in favor of this resolution, theresolution was duly passed as a special resolution. THE DOMESTIC SHAREHOLDERS CLASS MEETING Pursuant to the notice of the Domestic Shareholders Class Meeting dated 9February 2006, the Domestic Shareholders Class Meeting was held at TheConference Room, 29/F, Air China Building, 36 Xiaoyun Road, Chaoyang District,Beijing, PRC, on 28 March 2006. The number of issued domestic shares as at thedate of the Domestic Shareholders Class Meeting was 4,826,195,989 shares, whichwas the total number of shares entitling the Domestic Shareholders to attendand vote for or against the resolutions considered at Domestic ShareholdersClass Meeting. There were no restrictions on any Domestic Shareholder of theCompany casting votes on any of the proposed resolutions at the DomesticShareholders Class Meeting. China National Aviation Holding Company ("CNAHC"), the controlling shareholder of the Company and the sole Domestic Shareholderof the Company, was entitled to attend and vote for or against the resolutionsconsidered at such class meeting. CNAHC was present at the Domestic ShareholdersClass Meeting. This holding of the Domestic Shareholders Class Meeting was incompliance with the requirements of the Company Law of the People's Republicof China and the provisions of the Articles of Association. The DomesticShareholders Class Meeting was chaired by Mr. Li Jiaxiang, the chairman of theCompany. 2 The poll results in respect of the proposed resolution at the DomesticShareholders Class Meeting were as follows: Votes of Domestic ShareholdersSPECIAL RESOLUTION For AgainstConditional upon the approval of the same by the Foreign Shareholders Class Meeting and by shareholders of the Company at the EGM, thepublic offering of not more than 2.7 billion A Shares of the Company in the PRC was 4,826,195,989 0.00approved. (100.00%) (0.00%) As more than two-thirds of the votes were cast in favor of this resolution, theresolution was duly passed as a special resolution. THE EXTRAORDINARY GENERAL MEETING Pursuant to the notice of EGM of the Company dated 9 February 2006, the EGM washeld at The Conference Room, 29/F, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC, on 28 March 2006. The number of issued shares of the Company as at the date of the EGM was 9,433,210,909 shares, which was thetotal number of shares entitling the holders to attend and vote for or against any of the resolutions proposed at the EGM. There were no restrictions on any Shareholder casting votes on any of the proposed resolutions at the EGM. Shareholders of the Company and authorized proxies holding an aggregate7,918,348,038 shares, representing 83.94% of the total voting shares of theCompany were present at the EGM. The holding of the EGM was in compliance withthe requirements of the Company Law of the People's Republic of China and theprovisions of the Articles of Association. The EGM was chaired by Mr. LiJiaxiang, the chairman of the Company. The poll results in respect of the proposed resolution at the EGM were asfollows: Votes of ShareholdersSPECIAL RESOLUTION For Against 1. Each of the following resolutions in relation to A Share Issue of the Company approved: (1) Class of Shares: RMB denominated 7,892,589,038 25,499,000ordinary shares (i.e. A Shares); (99.67%) (0.33%) As more than two-thirds of the votes were cast in favor of this resolution, theresolution was duly passed as a special resolution. (2) Nominal value: RMB1.00 each; 7,892,589,038 25,499,000 (99.67%) (0.33%) As more than two-thirds of the votes were cast in favor of this resolution, theresolution was duly passed as a special resolution. (3) Total number of A Shares to be issued: not more than 2,700,000,000 A Shares; 7,892,589,038 25,499,000 (99.67%) (0.33%) As more than two-thirds of the votes were cast in favor of this resolution, theresolution was duly passed as a special resolution. 3 (4) Target subscribers: qualified institutional investors as approved by CSRC and the placees through online offering based on market share value, and subscribers allowed by theregulatory bodies and by the applicable laws and 7,892,589,038 25,499,000regulations at the time of A Shares Issue. (99.67%) (0.33%) As more than two-thirds of the votes were cast in favor of this resolution, theresolution was duly passed as a special resolution. (5) Issue price: The issue price shall be determined based on the PRC securities market conditions at the time when the A Share Issue takes place and in accordance with the 7,892,589,038 25,499,000applicable regulations; (99.67%) (0.33%) As more than two-thirds of the votes were cast in favor of this resolution, theresolution was duly passed as a special resolution. (6) Place of listing: Shanghai Stock 7,892,589,038 25,499,000Exchange; (99.67%) (0.33%) As more than two-thirds of the votes were cast in favor of this resolution, theresolution was duly passed as a special resolution. (7) The existing and new Shareholders of the Company after completion of theA Share Issue whose names appear on theregister of members of the Company shall be entitled to sharing the Company's undistributed retained profits immediately prior to the 7,892,593,038 25,495,000completion of the A Share Issue; (99.67%) (0.33%) As more than two-thirds of the votes were cast in favor of this resolution, theresolution was duly passed as a special resolution. (8) The Board of the Company shall be and is authorized to determine and deal with at its discretion and with full authority, the matters in relation to the A Share Issue(including but not limited to the specific timing of issue, number of A Sharesto be issued, offering mechanism, pricing mechanism, issue price, targetsubscribers and the number and proportion of A Shares to be issued to each 7,892,589,038 25,499,000subscriber); (99.67%) (0.33%) As more than two-thirds of the votes were cast in favor of this resolution, theresolution was duly passed as a special resolution. (9) The Board of the Company shall be and is authorized to at its discretion and with full authority sign or execute all necessary documents (including but not limited to the preliminary prospectus, the prospectus, underwriting agreement, listing agreement and any related announcement), effect and carry out necessary formalities (including but not limited to procedures for listing of the A Shares on Shanghai Stock Exchange),and take all other necessary actions in connection with the A Share Issue, aswell as to handle all registration requirements in relation to changes in the registered capital of the Company following the completion 7,892,589,038 25,499,000of the A Share Issue; (99.67%) (0.33%) As more than two-thirds of the votes were cast in favor of this resolution, theresolution was duly passed as a special resolution. 4 (10) This Special Resolution 1, conditional upon the approval of the A Share Issue by the Domestic Shareholders Class Meeting and Foreign Shareholders Class Meeting, respectively, shall be effective for a period of 12 months from thedate of the approval by the EGM, Domestic Shareholders Class Meeting and ForeignShareholders Class Meeting whichever is the 7,892,589,038 25,499,000last. (99.67%) (0.33%) As more than two-thirds of the votes were cast in favor of this resolution, theresolution was duly passed as a special resolution. 2. It was approved that subject to the passing of the above Special Resolution 1, the proceeds from the A Share Issue be and to be used for the purchase of 20 Airbus A330-200 aircraft, 15 Boeing 787 aircraft and 10 Boeing 737-800 aircraft and Air China's project relatingto expansion of existing operating support facilities at the Beijing CapitalInternational Airport, by applying to any payment due in relation to theprojects above or to repay any outstanding bank loan in relation to the projectsabove occurred before the completion of the A Share Issue; after above prescript useof the proceeds, any balance of it shall apply to the working capital of theCompany, and the Board of the Company shall, subject to the scope of use ofproceeds set out in this Special Resolution 2, be and is authorized to determineand adjust with full authority the projects, the priority and the actual projectinvestment amounts and bank loan repayment amounts to which the proceeds from 7,892,589,038 25,499,000the A Share Issue shall be applied. (99.67%) (0.33%) As more than two-thirds of the votes were cast in favor of this resolution, theresolution was duly passed as a special resolution. 3. It was approved that subject to the passing of the above Special Resolution1 and conditional upon the completion of the A Share Issue, the amendments tothe Articles of Association as set out in Appendix I to the Circular and toauthorise the Board to make further amendments which in its opinion may benecessary, desirable and expedient in accordance with the mandatoryrequirements of the applicable laws and regulations, and as governmentauthorities of the PRC may require, and to apply for approvals from the relevantgovernment authorities after the completion of the A Share Issue. The amendedArticles of Association referred to in this Special Resolution 3 will come intoeffect after approvals from the relevant 7,918,055,038 33,000authorities are obtained. (99.99%) (0.01%) As more than two-thirds of the votes were cast in favor of this resolution, theresolution was duly passed as a special resolution. 5 4. The following rules, as amended, was approved and adopted, details of whichare set out in Appendices II, III, and IV to the Circular and shall come intoeffect upon the effectiveness of the amendments to the Articles of Associationin the above Special Resolution 3, as part of the Articles of Associationsubject to the passing of the above Special Resolution 1 and conditional uponthe completion of the A Share Issue: (1) The Rules and Procedures for 7,918,059,038 29,000Shareholders' General Meetings (99.99%) (0.01%) As more than two-thirds of the votes were cast in favor of this resolution, theresolution was duly passed as a special resolution. (2) The Rules and Procedures for 7,918,059,038 29,000Board Meetings (99.99%) (0.01%) As more than two-thirds of the votes were cast in favor of this resolution, theresolution was duly passed as a special resolution. (3) The Rules and Procedures for Meetings 7,918,059,038 29,000of Supervisors (99.99%) (0.01%) As more than two-thirds of the votes were cast in favor of this resolution, theresolution was duly passed as a special resolution. 5. The following amendment to the Articles of Association in respect of numberof directors was approved: Article 93 of existing Articles of Association which provides that "...theCompany shall have a Board which is composed of11 Directors..." shall be amended to read as "...the Company shall have a 7,918,057,038 31,000Board which is composed of 12 Directors...". (99.99%) (0.01%) As more than two-thirds of the votes were cast in favor of this resolution, theresolution was duly passed as a special resolution. Votes of Shareholders ORDINARY RESOLUTIONS For Against 6. It was approved that subject to Special Resolution 5 being passed at theEGM and approved by PRC government authorities, Mr. Jia Kang was appointed as anindependent non-executive directorfor a term from the date of approval of the amendments to Article93 relating to the number of directors by the relevant government authorities tothe expiry date of the term of the current session of the Board and to authorize 7,918,057,038 31,000the Board to fix Mr. Jia Kang's emoluments. (99.99%) (0.01%) As more than 50% of the votes were cast in favor of this resolution, theresolution was duly passed as an ordinary resolution. 7. The Connected Transaction Decision Making System was approved and adopted, details of which are set out in Appendix V to the Circular and that Connected Transaction Decision Making System shall come into effect upon the effectiveness of the amendments to the Articles of Association covered in above 7,918,057,038 31,000Special Resolution 3. (99.99%) (0.01%) As more than 50% of the votes were cast in favor of this resolution, theresolution was duly passed as an ordinary resolution. 6 Ernst & Young (the auditors of the Company) was the scruntineer for thevote-taking at the Domestic Shareholders Class Meeting, the Foreign ShareholdersClass Meeting and the EGM. Mr. Jia Kang had been elected by the EGM as independent non-executive directorof the Company. The appointment of Mr. Jia Kang as director of Company will become effectiveafter the relevant procedures for the approval and/or registration or filing inthe PRC for the amendment to the Articles of Association set out in SpecialResolution 5 that was passed in the EGM have been completed. Mr. Jia will enterinto a service contract with the Company, which is effective until theexpiration of the term of the current session of the Board. The Board willdetermine his remuneration with reference to his duty, responsibilities,experience as well as the current market situations. Mr. Jia Kang has not heldany directorship in any other listed companies or taken up a post in anyaffiliated companies of the Company in the past three years. Further, Mr. JiaKong does not have any relationship with any other director, senior management,substantial shareholder or controlling shareholder of the Company. Mr. Jia Kongdoes not have any equity interest in the Company within the meaning of Part XVof the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).There is no information to be disclosed on items from (h) to (v) in Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange ofHong Kong. No other matter needs to be brought to the attention of theShareholders in respect of the Company and its directors and supervisors of theCompany. As at the date of this announcement, the Directors of the Company are Messrs LiJiaxiang, Kong Dong, Wang Shixiang, Yao Weiting, Ma Xulun, Cai Jianjiang, FanCheng, Hu Hung Lick, Henry*, Wu Zhipan* and Zhang Ke*. * Independent non-executive Director of the Company By order of the Board Air China Limited Zheng Baoan Li Man Kit Joint Company Secretaries Beijing, 29 March 2006 Brief information of the appointed director of the Company Mr. Jia Kang, aged 51, is the head of Financial Science Research Institute ofMinistry of Finance. Mr. Jia holds a Doctor's Degree of Economic and worksas vice chairman of China Financial Association and a director of China TaxAssociation and China State Bonds Association. Mr. Jia is also the visitingprofessor of China Renmin University, State Administration Institute and XiamenUniversity. Mr. Jia has participated in the researches relating to stateeconomic planning and is the author of a large number of economic publications. "Please also refer to the published version of this announcement in the SouthChina Morning Post" 7 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Air China