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Air China Limited held an Extraordinary General Meeting (EGM) on Tuesday, 16 December 2025, at which all proposed resolutions were passed by shareholders. Out of 17,448,421,000 issued shares, shareholders and proxies representing 13,259,232,946 shares attended. Resolutions 1, 7, 8, and 9 passed as ordinary resolutions, while resolutions 2-6 and 10, largely pertaining to the Issuance of A Shares to Specific Investors, passed as special resolutions.
| Date | 17 Dec 2025 |
| Time | 07:56:30 |
| Category | AGMs and other meetings |
| ID | 9195L |
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)
(Stock Code: 00753)
|
The board (the "Board") of directors (the "Director(s)") of Air China Limited (the "Company") is pleased to announce that the extraordinary general meeting of the Company (the "EGM") was held on Tuesday, 16 December 2025, and the resolutions proposed at the EGM were duly passed. |
References are made to the circular of the Company dated 28 November 2025 (the "Circular") and the notice of the EGM dated 28 November 2025 (the "Notice"). Unless otherwise specified herein, capitalized terms used in this announcement shall have the same meanings as those defined in the Circular and the Notice.
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 Tuesday, 16 December 2025 at The Conference Room C713, No. 30 Tianzhu Road, Shunyi District, Beijing, the PRC. Except for Mr. Cui Xiaofeng and Mr. Xiao Peng who did not attend the EGM due to business arrangements, all the other Directors of the Company attended the EGM.
RESULTS OF THE EGM
As at the date of the EGM, the total number of issued shares of the Company was 17,448,421,000 Shares. Shareholders and authorized proxies holding an aggregate of 13,259,232,946 Shares were present at the EGM.
CNAHC and CNACG have material interests in the Issuance of A Shares to Specific Investors. Therefore, CNAHC and CNACG were required to abstain, and have abstained, from voting on resolutions No. 2, No. 3, No. 4, No. 5, No. 6 and No. 10. As at the date of the EGM, CNAHC and CNACG, in aggregate, held 9,370,724,929 shares of the Company. Accordingly, at the EGM, the total number of Shares entitling the holders to attend and vote on resolutions No. 2, No. 3, No. 4, No. 5, No. 6 and No. 10 were 8,077,696,071 Shares; and the total number of Shares entitling the holders to attend and vote on resolutions No. 1, No. 7, No. 8 and No. 9 were 17,488,421,000 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 EGM. There were no Shares entitling the holders to attend and abstain from voting in favour of any resolutions proposed at the EGM as set out in Rule 13.40 of the Hong Kong Listing Rules. No Shareholder has indicated his/her/ its intention in the Circular to vote against or to abstain from voting on any resolutions proposed at the EGM.
The poll results in respect of the resolutions proposed at the EGM were as follows:
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RESOLUTIONS |
Votes of Shareholders |
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|
For |
Against |
Abstain |
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|
1. |
To consider and approve the resolution in relation to the satisfaction of the Company of the conditions for the Issuance of A Shares to Specific Investors. |
12,873,477,640 97.0907% |
383,967,993 2.8958% |
1,787,313 0.0135% |
|
2. |
To consider and approve the resolution in relation to the proposal of the Issuance of A Shares to Specific Investors by the Company in 2025. |
N/A |
N/A |
N/A |
|
2.1 |
type and par value of Shares issued |
3,498,089,316 89.9597% |
388,632,988 9.9944% |
1,785,713 0.0459% |
|
2.2 |
method and time of issuance |
3,502,752,961 90.0796% |
383,965,593 9.8744% |
1,789,463 0.0460% |
|
2.3 |
subscribers and method of subscription |
3,502,723,261 90.0788% |
383,985,593 9.8749% |
1,799,163 0.0463% |
|
2.4 |
issue price and pricing method |
3,502,634,861 90.0766% |
384,019,493 9.8757% |
1,853,663 0.0477% |
|
2.5 |
number of issuance |
3,502,727,311 90.0790% |
383,958,093 9.8741% |
1,822,613 0.0469% |
|
2.6 |
lock-up arrangement |
3,502,721,111 90.0788% |
383,943,293 9.8738% |
1,843,613 0.0474% |
|
2.7 |
listing venue |
3,548,470,203 91.2554% |
338,177,501 8.6968% |
1,860,313 0.0478% |
|
2.8 |
arrangement relating to the accumulated undistributed profits prior to the Issuance |
3,502,833,011 90.0817% |
383,932,693 9.8735% |
1,742,313 0.0448% |
|
2.9 |
amount and use of proceeds |
3,513,705,934 90.3613% |
372,989,170 9.5921% |
1,812,913 0.0466% |
|
RESOLUTIONS |
Votes of Shareholders |
|||
|
For |
Against |
Abstain |
||
|
2.10 |
validity period of the resolution on the Issuance |
3,502,710,611 90.0785% |
383,984,793 9.8749% |
1,812,613 0.0466% |
|
3. |
To consider and approve the resolution in relation to the preliminary proposal of the Issuance of A Shares to Specific Investors by the Company in 2025. |
3,502,682,711 90.0778% |
384,018,193 9.8757% |
1,807,113 0.0465% |
|
4. |
To consider and approve the resolution in relation to the discussion and analysis report on the proposal of the Issuance of A Shares to Specific Investors by the Company in 2025. |
3,502,670,511 90.0775% |
384,024,593 9.8759% |
1,812,913 0.0466% |
|
5. |
To consider and approve the resolution in relation to the feasibility analysis report on the use of proceeds from the Issuance of A Shares to Specific Investors by the Company in 2025. |
3,513,671,834 90.3604% |
373,029,070 9.5931% |
1,807,113 0.0465% |
|
6. |
To consider and approve the resolution in relation to the related (connected) transaction concerning the entering into of the conditional A share subscription agreement with specific investors by the Company. |
3,502,652,711 90.0771% |
384,011,393 9.8755% |
1,843,913 0.0474% |
|
7. |
To consider and approve the resolution in relation to the report on use of proceeds from previous fund-raising activities of the Company. |
12,930,168,055 97.5182% |
327,226,778 2.4679% |
1,838,113 0.0139% |
|
8. |
To consider and approve the resolution in relation to the dilution of the Company's current return by the Issuance of Shares to Specific Investors in 2025, the remedial measures and the undertakings made by the relevant entities in respect of such measures. |
12,873,546,090 97.0912% |
383,950,343 2.8957% |
1,736,513 0.0131% |
|
9. |
To consider and approve the resolution in relation to the future plan of the Company for dividend returns to the Shareholders for the coming three years (2025 - 2027). |
12,930,949,800 97.5241% |
326,545,733 2.4628% |
1,737,413 0.0131% |
|
10. |
To consider and approve the resolution in relation to the authorization by the Shareholders' meeting to the Board and its authorized person(s) to proceed with relevant matters in respect of the Issuance of Shares to Specific Investors by the Company in their sole discretion. |
3,548,502,753 91.2562% |
338,200,601 8.6974% |
1,804,663 0.0464% |
As more than half of the votes were cast in favour of the above resolutions No, 1, No. 7, No. 8 and No. 9, these resolutions were duly passed as ordinary resolutions.
As more than two-thirds of the votes were cast in favour of the above remaining resolutions, these resolutions were duly passed as special resolutions.
KPMG, Certified Public Accountants, acted as the scrutineer for the vote-taking at the EGM. The work performed by KPMG was limited to certain procedures requested by the Company to agree the poll results summary prepared by the Company to poll forms collected and provided by the Company to KPMG. The work performed by KPMG 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.
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By Order of the Board Air China Limited Xiao Feng Company Secretary |
Beijing, the PRC, 16 December 2025
As at the date of this announcement, the directors of the Company are Mr. Liu Tiexiang, 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