Air China Regulatory News (AIRC)

23 Aug 2006 07:01

Air China Ld23 August 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 Passed at the Domestic Shareholders Class Meeting, Foreign Shareholders Class Meeting and the Extraordinary General Meeting - The Board of the Company is pleased to announce the results of the resolutions passed at the Domestic Shareholders Class Meeting, ForeignShareholders Class Meeting and the EGM of the Company held on 22 August 2006. - The Domestic Shareholders and Foreign Shareholders have passed the resolutions in relation to the issuance of 1,179,151,364 H Shares by the Company to Cathay or such other securities (as approved by the Directors of the Company) to Cathay which may be convertible into 1,179,151,364 H Shares. The board of directors (the "Board") of Air China Limited (the "Company") is pleased to announce that the domestic shareholders classmeeting ("Domestic Shareholders Class Meeting"), the foreign shareholders class meeting (the "Foreign Shareholders Class Meeting") and the extraordinary general meeting ("EGM") were held on Tuesday, 22August 2006 at The Conference Room, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC. Unless otherwise indicated, capitalized terms used herein shall have the same meaning as those defined in the Company's circular dated 3 July 2006 ("Circular"). 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 in relation to the issuance of 1,179,151,364 H Shares by the Company to Cathay or such other securities (as approved by the Directors of the Company) to Cathay which may be convertible into 1,179,151,364 H Shares. The shareholdersof the Company (the "Shareholders") have passed all the resolutions atthe EGM in relation to (1) the major transaction: acquisition of Cathay shares, acquisition of Cathay shares by CNAC Limited; (2) connected transactions: acquisition of Cathay shares, issue of Air China H shares; and (3) connected transactions: sale of Dragonair shares by CNAC Limited, acquisition of Cathay shares by CNAC Limited. THE FOREIGN SHAREHOLDERS CLASS MEETING Pursuant to the notice of Foreign Shareholders Class Meeting dated 3 July 2006, the Foreign Shareholders Class Meeting was held at The Conference Room, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC, on 22 August 2006. The total number of issued Foreign Shares entitling the Foreign Shareholders to vote for or against any of the resolutions proposed atthe Foreign Shareholders Class Meeting was 3,663,693,829 shares. As disclosed in the Circular, Cathay, holding 943,321,091 H Shares of theCompany, as a connected person with a material interest in the Transaction, has abstained from voting in respect of any of the proposed resolutions at the Foreign Shareholders Class Meeting. The Foreign Shareholders and authorised proxies holding in aggregate 2,476,810,990 shares, entitling them to vote for or against the proposed resolutions at the Foreign Shareholders Class Meeting, were present at the Foreign Shareholders Class Meeting. The holding of the Foreign Shareholders Class Meeting was in compliance with the requirements of the Company Law of the People's Republic of China and the provisions of the Articles of Association. The Foreign Shareholders Class Meeting was chaired by Mr. Wang Shixiang, the vice chairman of the Company. The poll results in respect of the proposed resolutions at the ForeignShareholders Class Meeting were as follows: SPECIAL RESOLUTION Votes of Foreign Shareholders Conditional upon the approval of the For Againstsame by the Domestic Shareholders Class Meeting and by Shareholders of the Company at the extraordinary 2,476,782,990 28,000general meeting, the issuance of (99.99%) 1,179,151,364 H Shares by the Company to Cathay or such other Votes of holders of H Shares securities (as approved by the For AgainstDirectors of the Company) to Cathay 1,096,300,070 28,000that may be convertible into 1,179,151,364 (99.99%) H Shares was approved. As more than two-thirds of the votes of Foreign Shareholders and that of holders of H Shares attending the meeting were cast in favor of this resolution, the resolution was duly passed as a special resolution. THE DOMESTIC SHAREHOLDERS CLASS MEETING Pursuant to the notice of the Domestic Shareholders Class Meeting dated 3 July 2006, the Domestic Shareholders Class Meeting was held atThe Conference Room, 29/F, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC, on 22 August 2006. As the Domestic Shareholders of the Company whose names appear on the register of members of the Company at the close of business on 21 July 2006 are entitled to attend the Domestic Shareholders Class meeting, the holders of the newly issued 1.639 billion A shares of the Company werenot entitled to attend the Domestic Shareholders Class Meeting. The number of issued domestic shares of the Company, which was the total number of shares entitling the Domestic Shareholders to attend and vote for or against the resolutions considered at Domestic Shareholders Class Meeting, was 4,826,195,989 shares. There were no restrictions on any Domestic Shareholder of the Company casting votes on any of the proposed resolutions at the Domestic Shareholders Class Meeting. China National Aviation Holding Company ("CNAHC"), the controlling shareholder of the Company and the sole Domestic Shareholder of the Company, was entitled to attend and vote for or against the resolutions considered at such class meeting. CNAHC was present at the Domestic Shareholders Class Meeting. This holding of the Domestic Shareholders Class Meeting was in compliance with the requirements of the Company Law of the People's Republic of China and the provisions of the Articles of Association. The Domestic Shareholders Class Meeting was chaired by Mr. Wang Shixiang, the vice chairman of the Company. Shareholders Class Meeting. China National Aviation Holding Company ("CNAHC"), the controlling shareholder of the Company and the sole Domestic Shareholder of the Company, was entitled to attend and vote for or against the resolutions considered at such class meeting. CNAHCwas present at the Domestic Shareholders Class Meeting. This holding of the Domestic Shareholders Class Meeting was in compliance with the requirements of the Company Law of the People's Republic of China and the provisions of the Articles of Association. The Domestic Shareholders Class Meeting was chaired by Mr. Wang Shixiang, the vice chairman of the Company. The poll results in respect of the proposed resolution at the DomesticShareholders Class Meeting were as follows: SPECIAL RESOLUTION Votes of Domestic Shareholders For Against Conditional upon the approval of 4,826,195,989 0.00the same by the Foreign (100.00%) (0.00%)Shareholders ClassMeeting and by Shareholders of the Company at the extraordinary general meeting,the issuance of 1,179,151,364 H Shares by the Company to Cathay or such othersecurities (as approved by the Directors of the Company) to Cathay that may beconvertible into 1,179,151,364 H Shares was approved. As more than two-thirds of the votes of Domestic Shareholders attending the meeting were cast in favor of this resolution, the resolution was duly passed as a special resolution. THE EXTRAORDINARY GENERAL MEETING Pursuant to the notice of EGM of the Company dated 3 July 2006, the EGM was held at The Conference Room, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC, on 22 August 2006. As stated in the notice of EGM, Shareholders of the Company whose names appear on the register of members of the Company at the close ofbusiness on 21 July 2006 are entitled to attend the EGM. Therefore, the holders of the newly issued 1.639 billion A shares of the Company were not entitled to attend the EGM. The total number of issued shares entitling the Shareholders to vote for or against any of the resolutions proposed at the EGM was 8,489,889,818 shares. As disclosed in the Circular, Cathay, holding 943,321,091 H Shares of the Company, as a connected person with a material interest in the Transaction, has abstained from voting in respect of any of the proposed resolutions at the EGM. Shareholders ofthe Company and authorized proxies holding an aggregate 7,692,022,979 shares, entitling them to vote for or against the proposed resolutionsat the EGM, were present at the EGM. The holding of the EGM was in compliance with the requirements of the Company Law of the People's Republic of China and the provisions of the Articles of Association. The EGM was chaired by Mr. Wang Shixiang, the vice chairman of the Company. The poll results in respect of the proposed resolutions at the EGM were as follows: ORDINARY RESOLUTION Votes of Shareholders For Against The sale of all the Dragonair Shares 7,691,998,979 24,000by CNAC Limited to Cathay in consideration (99.99%)of Cathay issuing new Cathay Shares and payment in cash to CNAC Limited, and thepurchase of 40,128,292 and 359,170,636 Cathay Shares by the Company from SPACand CITIC Pacific respectively at the price of HK$13.50 per share, all asdescribed in the circular of the Company dated 3 July 2006 were approved. As more than 50% of the votes were cast in favor of this resolution, theresolution was duly passed as an ordinary resolution. SPECIAL RESOLUTION Votes of Shareholders For Against Conditional upon the approval of the 7,692,008,979 14,000same by the Domestic Shareholders Class (99.99%)Meeting and by the Foreign Shareholders Class Meeting, the issuance of1,179,151,364 H Shares by the Company to Cathay at an aggregate subscriptionprice of HK$4.07 billion, representing HK$3.45 per H Share, or issuance of suchother securities (as approved by the Directors of the Company) to Cathay whichmay be convertible into 1,179,151,364 H Shares was approved. As more than two-thirds of the votes were cast in favor of this resolution, the resolution was duly passed as a special resolution. Tin Wha CPAs was the scruntineer for the vote-taking at the Domestic Shareholders Class Meeting, the Foreign Shareholders Class Meeting andthe EGM. Implication on Proposed Pre-conditional Privatisation of CNAC Limited One of the key Completion conditions of the Transaction is that the Company's shareholders approve the Transaction which, following the Class Meetings and EGM on 22 August 2006, has been fulfilled. However,certain other conditions to the Completion of the Transaction have yetbeen fulfilled. In particular, the Company is still awaiting the approvals in respect of the Transaction from the PRC regulatory authorities, and the timing for obtaining such approvals is unknown tothe Company and is also outside the Company's control. The Company will keep the investing public informed of any material development inrespect of the fulfillment of the Completion conditions of the Transaction. The Completion of the Transaction is the pre-condition to the Company's making the privatisation proposals in respect of CNAC Limited as described in the Company's circular dated 12 July 2006. By order of the Board Air China Limited Zheng Baoan Li Man Kit Joint Company Secretaries Beijing, 23 August 2006 The Directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquires, that tothe best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there areno other facts not contained in this announcement, the omission of which would make any statements in this announcement misleading. As at the date of this announcement, the Directors of the Company are Messrs Li Jiaxiang, Kong Dong, Wang Shixiang, Yao Weiting, ChristopherDale Pratt, Ma Xulun, Cai Jianjiang, Fan Cheng, Hu Hung Lick, Henry*, Wu Zhipan*, 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