Air China Regulatory News (AIRC)

18 Dec 2007 07:02

Air China Ld18 December 2007 The Stock Exchange of Hong Kong Limited takes no responsibility for the contentsof this announcement, makes no representation as to its accuracy or completenessand expressly disclaims any liability whatsoever for any loss whatsoever arisingfrom or in reliance upon the whole or any part of the contents of thisannouncement. AIR CHINA LIMITED (a joint stock limited company incorporated in the People's Republic of China with limited liability) (Stock Code: 753) Poll Results of Extraordinary General Meeting The Board of the Company is pleased to announce the poll results of the EGM of the Company held on 17 December 2007. The Shareholders have approved offering of additional A Shares by the Company (the "Offering") and each of the items and conditions for the Offering one by one. The Shareholders have approved the projects for which the proceeds from the Offering (the "Proceeds") will be utilized (the "Projects") and each of the items and conditions for the use of the Proceeds. The Shareholders have approved to authorise the Board to determine matters relating to the Offering at its discretion and with full authority. The Shareholders have approved the "Feasibility of Proposed Investment Projects to Be Funded by the Proceeds from the Offering". The Shareholders have approved the "Report from the Board on Use of Proceeds from Previous Issue of Shares". The board of directors (the "Board") of Air China Limited (the "Company")is pleased to announce that the extraordinary general meeting ("EGM") washeld on 17 December 2007 at The Conference Room, Air China Building, 36 XiaoyunRoad, Chaoyang District, Beijing, PRC. Unless otherwise indicated, capitalizedterms used herein shall have the same meaning as those defined in the Company'snotice of EGM dated 2 November 2007 ("Notice"). The poll results in respect of the proposed resolutions at the EGM were asfollows: SPECIAL RESOLUTIONS Votes of Shareholders For Against Abstain 1. To consider and approve the offering of additional A Shares by the Company (the "Offering") and each of the following items and conditions for the Offering one by one: (1) Class of shares: RMB denominated 9,225,146,849 840,287 690,640 ordinary shares (i.e. A Shares); (2) Nominal value: RMB1.00 each; 9,224,252,389 654,855 1,770,532 (3) Total number of A Shares to be 9,224,292,889 630,255 1,754,632 issued: Not more than 400 million A Shares (the "Additional A Shares"); (4) Target subscribers: Public investors 9,224,280,789 616,955 1,780,032 having maintained shareholders' account for RMB-denominated ordinary shares at the Shanghai Stock Exchange and other investors as approved by the CSRC (unless otherwise prohibited by applicable laws, regulations and policies); (5) Offering structure: The Offering 9,224,278,189 518,955 1,880,632 will be conducted via a combination of "online" and "offline" offerings (within the meaning of relevant PRC laws and regulations). Part of the Additional A Shares under the Offering (the size of which is to be determined by the Board as authorized by the shareholders and the lead underwriter for the Offering) will be made available to all registered holders of A Shares, whose names appear on the register of members of the Company at the close of a record date for ascertaining the entitlement of such holders of A Shares, on a pro rata basis in terms of the number of A Shares which are not subject to lock-up as stipulated by the PRC laws and regulations for their preferential subscription; (6) Offer price: The offer price of the 9,224,239,789 756,555 1,681,432 Additional A Shares will be determined by the agreement between the Board on behalf of the Company and the lead underwriter for the Offering but in any event shall not be less than the lower of (i) the average price of the existing shares of the Company for the 20 trading days immediately prior to the publication of the offering document in respect of the Offering; and (ii) the average price of the existing shares of the Company for the trading day immediately prior to the publication of such offering document; (7) Place of listing: Shanghai Stock 9,224,279,289 500,155 1,898,332 Exchange; (8) Upon the completion of the Offering, 9,224,254,889 524,555 1,898,332 both existing and new shareholders of the Company will be entitled to the accumulative distributable profits of the Company; (9) Validity period: the shareholders' 9,224,278,889 503,555 1,895,332 approval of the Offering shall be valid for 12 months from the date of passing this resolution. 2. To consider and approve the projects for which 9,224,263,089 601,955 1,812,732 the proceeds from the Offering ("Proceeds") will be utilized (the "Projects") and each of the following items and conditions for the use of the Proceeds be and are hereby approved: (1) the Projects are set out as follows: (a) the acquisition of 15 Boeing 787 aircraft; (b) the acquisition of 24 Airbus 320 series aircraft; (c) the acquisition of 15 Boeing 737 series aircraft; (d) supplementing the working capital of the Company with no more than RMB1.5 billion out of the Proceeds; (2) before the Proceeds is available, the Company is authorized to use internal funds or bank loans to finance the Projects according to the actual payment schedule of the Projects; when the Proceeds is available, the Company is authorised to apply the Proceeds to any payment due in relation to the Projects or to repay any outstanding bank loan in relation to the Projects that occurred before the completion of the Offering; if in addition to the Proceeds further financing is needed by the Project, the Company is authorized to explore other funding sources; and (3) the Board is hereby authorized to determine and adjust with full authority the projects, the priority and the actual investment amounts and bank loan repayment amounts to which the Proceeds shall be applied subject to the scope of the Projects as approved above. 3. To consider and approve to authorise the Board 9,224,272,989 600,355 1,804,432 to determine matters relating to the Offering at its discretion and with full authority, including: (1) the Board is authorised to determine all matters relating to the Offering, including but not limited to, the offering structure, offer size, offer price, pricing mechanism, scope of offerees, size of rights issue to existing shareholders, application method and timing of the Offering; (2) the Board, the chairman of the Board ("Chairman") and the attorney of the Chairman are authorised to determine the intermediaries to be retained for the Offering, handle application and submission matters in relation to the Offering, produce, prepare, amend, improve and sign all documents in relation to the Offering and sign all contracts, agreements and documents in relation to the Offering; (3) the Board, the Chairman and the attorney of the Chairman are authorised to handle capital verification formalities upon completion of the Offering; (4) the Board, the Chairman and the attorney of the Chairman are authorised to apply to Shanghai Stock Exchange for the listing of the Additional A Shares under the Offering and deliver relevant documents; (5) the Board, the Chairman and the attorney of the Chairman are authorised to handle the deposit and registration matters in relation to the Offering; (6) the Board, the Chairman and the attorney of the Chairman are authorised to amend relevant provisions of the Articles of Association of the Company, handle relevant approval formalities and handle various registration formalities in relation to the change in the registered capital of the Company upon completion of the Offering; (7) the Board is authorised, in the event of changes in the policies of the relevant securities regulatory authorities in respect of offering of additional shares or changes in market condition, to make corresponding adjustments to the matters in relation to the Offering such as the terms set out in the above resolutions, unless any matter is subject to further approval by shareholders' meeting of the Company as required by relevant laws, regulations and/or the Articles of Association of the Company; (8) the Board be authorised to determine all other matters relating to the Offering; (9) the above various authorisation shall be valid for one year from the date of passing this Special Resolution. As more than two-thirds of the votes were cast in favour of the above resolutions, theresolutions were duly passed as special resolutions. ORDINARY RESOLUTIONS Votes of Shareholders For Against Abstain 4. To consider and approve the "Feasibility of 9,224,268,889 603,555 1,805,332 Proposed Investment Projects for the Use of Proceeds from the Offering", which is set out in Appendix I to the shareholders circular dated 2 November 2007 in relation to the Offering (the "Circular"). 5. To consider and approve the "Report from the 9,224,261,089 500,855 1,915,832 Board on Use of Proceeds from Previous Issue of Shares" which is set out in Appendix II to the Circular. As more than 50% of the votes were cast in favour of the above resolutions, the resolutionswere duly passed as ordinary resolutions. Tin Wha CPAs was the scruntineer for the vote-taking at the EGM. By order of the Board Air China Limited Huang Bin Li Man Kit Joint Company Secretaries Beijing, 17 December 2007 As at the date of this announcement, the Directors of the Company are Messrs LiJiaxiang, Kong Dong, Wang Shixiang, Yao Weiting, Christopher Dale Pratt, ChenNan Lok Philip, Ma Xulun, Cai Jianjiang, Fan Cheng, Hu Hung Lick, Henry*, WuZhipan*, Zhang Ke* and Jia Kang*. * Independent non-executive Director of the Company This information is provided by RNS The company news service from the London Stock Exchange