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Air China Limited held its Annual General Meeting on June 24, 2025, where shareholders representing 12,722,739,966 out of 17,448,421,000 total issued shares were present. All proposed ordinary and special resolutions were duly passed by poll. Specifically, Resolution 8, regarding amendments to the Articles of Association and the abolishment of the Supervisory Committee, passed with 98.3560% of votes cast for.
| Date | 25 Jun 2025 |
| Time | 08:30:20 |
| Category | Miscellaneous |
| ID | 3398O |
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.
中國國際航空股份有限公司
AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
POLL RESULTS OF 2024 ANNUAL GENERAL MEETING
AND
ABOLISHMENT OF THE SUPERVISORY COMMITTEE
Reference is made to the circular of Air China Limited (the "Company") dated 4 June 2025 (the "Circular") and the notice of annual general meeting (the "AGM") dated 4 June 2025 (the "Notice") containing details of the resolutions tabled at the AGM. 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 AGM held at 10:00 a.m. on Tuesday, 24 June 2025 at The Conference Room C313, No. 30, Tianzhu Road, Airport Industrial Zone, Shunyi District, Beijing, the PRC. Except for Mr. Patrick Healy and Mr. Xiao Peng who did not attend the AGM due to business arrangements, all the other Directors of the Company attended the AGM.
As at the date of the AGM, the number of total issued shares of the Company was 17,448,421,000 shares. Shareholders and authorised proxies holding an aggregate of 12,722,739,966 Shares were present at the AGM.
CNAHC and CNACG have material interests in resolution No. 11 proposed at the AGM, and therefore they were required to abstain, and have abstained, from voting on such resolution. Cathay Pacific and its associates have material interests in resolution No. 12 proposed at the AGM, and therefore they were required to abstain, and have abstained, from voting on such resolution. As at the date of the AGM, CNAHC and CNACG, in aggregate, held 9,370,724,929 shares of the Company, and Cathay Pacific and its associates, in aggregate, held 2,633,725,455 shares of the Company. Accordingly, at the AGM, the total number of Shares entitling the holders to attend and vote on
resolution No. 11 was 8,077,696,071 Shares, the total number of Shares entitling the holders to attend and vote on resolution No. 12 was 14,814,695,545 Shares, and the total number of Share entitling the holders to attend and vote on resolutions No. 1 to No. 10 was 17,448,421,000 Shares.
Save as disclosed above, none of the holders of any Shares was required under the Hong Kong Listing Rules to abstain from voting on the resolutions proposed at the AGM. There was no Shares entitling the holders to attend and abstain from voting in favour of any resolutions proposed at the AGM as set out in Rule 13.40 of the Hong Kong Listing Rules. No Shareholder has stated his/her/its intention in the Circular to vote against or to abstain from voting on any resolutions proposed at the AGM.
The poll results in respect of the resolutions proposed at the AGM were as follows:
|
ORDINARY RESOLUTIONS |
Votes for Shareholders |
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|
For |
Against |
Abstain |
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|
1. |
To consider and approve the 2024 work report of |
12,680,943,797 |
40,851,269 |
944,900 |
|
|
the Board. |
(99.6715%) |
(0.3211%) |
(0.0074%) |
|
2. |
To consider and approve the 2024 work report of |
12,716,001,724 |
5,774,542 |
963,700 |
|
|
the Supervisory Committee. |
(99.9470%) |
(0.0454%) |
(0.0076%) |
|
3. |
To consider and approve the audited consolidated |
12,713,112,511 |
8,638,655 |
988,800 |
|
|
financial statements of the Company for the year |
(99.9243%) |
(0.0679%) |
(0.0078%) |
|
|
2024 prepared under the PRC Accounting |
|
|
|
|
|
Standards and the IFRS Accounting Standards. |
|
|
|
|
4. |
To consider and approve the profit distribution |
12,717,415,266 |
5,101,800 |
222,900 |
|
|
proposal for the year 2024. |
(99.9581%) |
(0.0401%) |
(0.0018%) |
|
5. |
To consider and approve the appointment of |
12,717,207,866 |
4,920,800 |
611,300 |
|
|
KPMG as the Company's international auditor |
(99.9565%) |
(0.0387%) |
(0.0048%) |
|
|
and KPMG Huazhen LLP as the Company's |
|
|
|
|
|
domestic auditor and internal control auditor, |
|
|
|
|
|
respectively for the year ending 31 December |
|
|
|
|
|
2025 and to authorize the Audit and Risk |
|
|
|
|
|
Management Committee (the Supervision |
|
|
|
|
|
Committee) of the Board to determine their |
|
|
|
|
|
remunerations for the year 2025. |
|
|
|
|
6. |
To consider and approve the resolution on the |
12,705,548,866 |
4,885,500 |
12,305,600 |
|
|
unrecovered losses of the Company exceeding |
(99.8649%) |
(0.0384%) |
(0.0967%) |
|
|
one-third of the total amount of its paid-up share |
|
|
|
|
|
capital. |
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|
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|
As more than 50% of the votes were cast in favour of the above resolutions, the resolutions were duly passed as ordinary resolutions. |
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|
SPECIAL RESOLUTIONS |
Votes for Shareholders |
|||
|
For |
Against |
Abstain |
||
|
7. |
To consider and approve the resolution in relation |
12,510,374,793 |
201,270,973 |
11,094,200 |
|
|
to the grant of general mandate to the Board to |
(98.3308%) |
(1.5820%) |
(0.0872%) |
|
|
issue debt financing instruments. |
|
|
|
|
8. |
To consider and approve the proposed |
12,513,577,766 |
198,747,400 |
10,414,800 |
|
|
amendments to the Articles of Associations of |
(98.3560%) |
(1.5621%) |
(0.0819%) |
|
|
the Company and the abolishment of the |
|
|
|
|
|
Supervisory Committee. |
|
|
|
|
9. |
To consider and approve the proposed |
12,717,308,166 |
4,900,000 |
531,800 |
|
|
amendments to the Rules and Procedures of |
(99.9573%) |
(0.0385%) |
(0.0042%) |
|
|
Shareholders' Meetings. |
|
|
|
|
10. |
To consider and approve the proposed |
12,548,682,635 |
164,040,231 |
10,017,100 |
|
|
amendments to the Rules and Procedures of |
(98.6320%) |
(1.2893%) |
(0.0787%) |
|
|
Meetings of the Board. |
|
|
|
|
As more than two-thirds of the votes were cast in favour of the above resolutions, the resolutions were duly passed as special resolutions. |
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|
ORDINARY RESOLUTIONS |
Votes for Shareholders |
|||
|
For |
Against |
Abstain |
||
|
11. |
To consider and approve the resolution on the |
3,346,833,137 |
4,911,500 |
270,400 |
|
|
renewal of the CNACG Framework Agreement |
(99.8454%) |
(0.1465%) |
(0.0081%) |
|
|
between the Company and CNACG and the |
|
|
|
|
|
application for the annual transaction caps for |
|
|
|
|
|
2026 to 2028. |
|
|
|
|
12. |
To consider and approve the resolution on the |
10,083,792,711 |
4,988,400 |
233,400 |
|
|
entering into of the New Framework Agreement |
(99.9483%) |
(0.0494%) |
(0.0023%) |
|
|
between the Company and Cathay Pacific and the |
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|
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|
|
application for the annual transaction caps for |
|
|
|
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2026 to 2028. |
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As more than 50% of the votes were cast in favour of the above resolutions, the resolutions were duly passed as ordinary resolutions. |
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Deloitte Touche Tohmatsu acted as the scrutineer for the vote-taking at the AGM 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.
The relevant amendments to the Articles of Association and the abolishment of the Supervisory Committee have been passed and approved at the AGM. The Company will no longer maintain the Supervisory Committee and Supervisor positions, with the Audit and Risk Management Committee (the Supervision Committee) under the Board exercising the functions and powers of the Supervisory Committee as stipulated under the Company Law. The Rules and Procedures of the Supervisory Committee will be repealed accordingly. The Company would like to express its gratitude to all the Supervisors for their outstanding contributions to the Company during the tenure of their service.
By order of the Board
Air China Limited Xiao Feng Huen Ho Yin
Joint Company Secretaries
Beijing, the PRC, 24 June 2025
As at the date of this announcement, the directors of the Company are Mr. Ma Chongxian, Mr. Wang Mingyuan, Mr. Cui Xiaofeng, Mr. Patrick Healy, Mr. Xiao Peng, Mr. Xu Niansha*, Mr. He Yun*, Ms. Winnie Tam Wan-chi* and Mr. Gao Chunlei*.
* Independent non-executive director of the Company