Last checked at 30 May 2008 15:56
(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 Annual General Meeting
| The Board of the Company is pleased to announce the results of the resolutions passed at the AGM of the Company held on 30 May 2008. |
At the annual general meeting of Air China Limited (the "Company") for the year ended 31 December 2007 held on 30 May 2008 (the "AGM"), the chairman of the AGM demanded that voting be made by poll on all the proposed resolutions. The total number of shares of the Company entitling the holder to attend and vote for or against the proposed resolutions at the AGM was 12,251,362,273. The total number of shares of the Company present at the AGM was 10,716,859,969 including shares represented by proxies. There were no restrictions on any shareholder's ability to cast his/her votes on any of the following resolutions at the AGM. All resolutions were approved by shareholders and the voting details are as follows:
| ORDINARY RESOLUTIONS | Votes of Shareholders | ||
| For | Against | ||
| 1. | To consider and approve the report of the Board of Directors of the Company for the year 2007. | 8,738,467,729 | 26,000 |
| 2. | To consider and approve the report of the Supervisory Committee of the Company for the year 2007. | 8,738,467,729 | 26,000 |
| 3. | To consider and approve the audited consolidated financial statements of the Company for the year 2007 prepared under the Accounting Standards for Enterprises of the PRC and International Financial Reporting Standards. | 8,738,467,729 | 26,000 |
| 4. | To consider and approve the profit distribution proposal and the dividends distribution proposal for the year 2007 as recommended by the Board of Directors of the Company and to authorise the management of the Company to implement such proposals. | 8,830,595,945 | 34,000 |
| 5. | To consider and approve the reappointment of Ernst & Young as the Company's international auditors and Ernst & Young Hua Ming CPAs Limited Company as the Company's domestic auditors for the year ending 31 December 2008 and to authorise the Board of Directors of the Company to determine their remunerations. | 8,830,603,945 | 26,000 |
| 6. | To consider and approve the report on the use of proceeds from the previous issue of A Shares by the Company. | 8,830,193,285 | 0 |
| As more than 50% of the votes were cast in favour of the above resolutions, the resolutions were duly passed as ordinary resolutions. | |||
| SPECIAL RESOLUTIONS | Votes of Shareholders | ||
| For | Against | ||
| 7A. | To authorise the Board of Directors of the Company to exercise the powers to allot, issue and deal with additional shares of the Company and to make or grant offers, agreements and option which might require the exercise of such powers in connection with not exceeding 20% of each of the existing A Shares and H Shares in issue at the date of passing this resolution. | 8,615,116,072 | 215,391,213 |
| 7B. | To authorise the Board of Directors of the Company to increase the registered capital of the Company to reflect the issue of shares authorised under special resolution 7A, and to make such appropriate and necessary amendments to the Articles of Association of the Company as they think fit to reflect such increases in the registered capital of the Company and to take any other action and complete any formality required to effect such increase of the registered capital of the Company. | 8,615,116,072 | 215,391,213 |
| 7C. | To approve the amendment of the Articles of Association of the Company in respect of the number of the Directors of the Board. | 8,816,761,285 | 12,720,000 |
| 7D. | To approve the amendment of the Articles of Association of the Company in respect of the share capital structure of the Company. | 8,816,447,285 | 12,720,000 |
| As more than two-thirds of the votes were cast in favour of the above resolutions, the resolutions were duly passed as special resolutions. | |||
Tin Wha CPAs was the scrutineer for the vote-taking at the AGM.
Payment of Final Dividends
The Board wishes to inform shareholders that details of the payment of the final dividends are as follows:
The Company will pay a final dividend of RMB0.684 per 10 shares (equivalent to HK$0.769 per 10 shares) (inclusive of applicable tax) for the year ended 31 December 2007. The payment shall be made to shareholders whose names appeared on the register of members of the Company on 30 April 2008.
According to the Articles of Association of the Company, dividends will be denominated and declared in Renminbi. Dividends on domestic shares will be paid in Renminbi and dividends on non-H foreign shares and H shares will be paid in Hong Kong dollars. The relevant exchange rate will be the mean of the benchmark rate of Renminbi to Hong Kong dollars as announced by the People's Bank of China for the week prior to the date of declaration of dividends by the AGM (RMB0.88972 equivalent to HK$1.00).
The Company has appointed Bank of China (Hong Kong) Trustees Limited as the receiving agent in Hong Kong (the "Receiving Agent") and will pay to such Receiving Agent the final dividends declared for payment to holders of H shares. The final dividends will be paid by the Receiving Agent on or about 26 June 2008. Relevant cheques will be dispatched on the same day to holders of H shares entitled to receive such dividends by ordinary post and at their own risk.
By Order of the Board
Air China Limited
Huang Bin Li Man Kit
Joint Company Secretaries
Beijing, the PRC, 30 May 2008
As at the date of this announcement, the Directors of the Company are Messrs Kong Dong, Wang Shixiang, Yao Weiting, Ma Xulun, Christopher Dale Pratt, Chen Nan Lok, Philip, Cai Jianjiang, Fan Cheng, Hu Hung Lick, Henry*, Wu Zhipan*, Zhang Ke* and Jia Kang*.
* Independent non-executive Director of the Company