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TravelSky Technology Limited — AGM Information 2005
May 10, 2005
49402_rns_2005-05-10_f2e38d20-5de6-4b91-af19-c97d4fb7bb67.pdf
AGM Information
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(Stock Code: 696)
ANNOUNCEMENT
Resolutions passed at the 2004 Annual General Meeting
The board of directors (the “Board”) of the Company is pleased to announce that the 2004 Annual General Meeting of the Company was convened in Beijing on May 10, 2005, at which the resolutions set out below were passed.
On May 10, 2005, TravelSky Technology Limited (“the Company”) convened its 2004 Annual General Meeting (“AGM”) in Beijing.
The following ordinary resolutions were duly passed at the AGM:
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The report of the Directors for the year ended December 31, 2004 was approved.
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The report of the Supervisory Committee for the year ended December 31, 2004 was approved.
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The auditors’ report for the year ended December 31, 2004 and the audited financial statements of the Company for the year ended December 31, 2004 were approved.
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The distribution of a final dividend and the calculation of such distribution of the Company for 2004 were approved; the Board was authorised to deal with all matters relating to the dividend distribution, including but not limited to the appointment of dividend receiving/paying agents and signing of relevant legal instruments.
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The appointments of PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian CPAs Ltd. Co. as the international and PRC auditors of the Company for the year ending December 31, 2005 were approved, and the Board was authorised to fix their remuneration.
The following amendments to the Articles of Association of the Company (“the Articles”) were also passed at the AGM as special resolutions:
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The following amendments to the Articles were approved: The former Shareholder 4, Air China was amended as China National Aviation Holding Corporation; the former Shareholder 9, China National Aviation Corporation was deleted, the shareholders thereafter were renumbered accordingly. The shareholding of Shareholder 4 was amended as 8,9433,500 shares. The revised Articles will come into effect upon filing to the State Administration for Industry and Commerce for archive.
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The following amendments to the Articles were approved: The former Shareholder 5, China Northern Airlines Company and the former Shareholder 8, Xinjiang Airlines Company were deleted, the shareholding of Shareholder 2 was amended as 116,460,500 shares, and that the shareholders subsequent to Shareholder 5 were renumbered accordingly. The revised Articles will come into effect upon filing to the State Administration for Industry and Commerce for archive.
In accordance with special resolutions 6 and 7, the Articles were amended as follows (the Articles are written in Chinese only and the English text is merely for translation purposes. If there is any discrepancy between the two versions, the Chinese version of the Articles shall previal):
Section 3 of Article 1:
Promoters of the Company are:
- Shareholder 1: China TravelSky Holding Company Shareholder 2: China Southern Air Holding Company Shareholder 3: China Eastern Air Holding Company Shareholder 4: China National Aviation Holding Company Shareholder 5: China Eastern Air – Northwest Airlines Company Shareholder 6: China Eastern Air – Yunnan Airlines Company Shareholder 7: Air Greatwall Company Shareholder 8: Xiamen Airlines Limited Company Shareholder 9: Hainan Airlines Company Limited Shareholder 10: China Xinhua Airlines Company Limited Shareholder 11: Shenzhen Airlines Limited Shareholder 12: Shanghai Airlines Company Limited Shareholder 13: Shandong Airlines Company Limited Shareholder 14: Sichuan Airlines Group Shareholder 15: China Eastern Airlines Wuhan Limited Shareholder 16: Changan Airlines Enterprises Limited Shareholder 17: Shanxi Airlines Enterprises Company
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Section 2 of Article 21:
The structure of share capital after the issue of shares aforesaid by the Company is as follows: upon the issue of overseaslisted foreign shares by expanded capitalisation in which over-allotment option was exercised, the total number of shares held by the Company was 888,157,500 shares. The shareholders of promoters held 577,303,500 shares, representing 65% of the issued ordinary shares of the Company, of which, Shareholder 1 held 198,496,500 shares, Shareholder 2 held 116,460,500 shares, Shareholder 3 held 68,685,500 shares, Shareholder 4 held 89,433,500 shares, Shareholder 5 held 23,224,500 shares, Shareholder 6 held 17,504,500 shares, Shareholder 7 held 2,658,500 shares, Shareholder 8 held 21,924,500 shares, Shareholder 9 held 11,050,000 shares, Shareholder 10 held 7,559,500 shares, Shareholder 11 held 6,240,000 shares, Shareholder 12 held 5,726,500 shares, Shareholder 13 held 4,348,500 shares, Shareholder 14 held 1,722,500 shares, Shareholder 15 held 1,300,000 shares, Shareholder 16 held 799,500 shares, Shareholder 17 held 169,000 shares. Shareholders of H Share held 310,854,000 shares, representing 35% of the issued ordinary shares of the Company. The changes in the total number of share capital and the structure of equity interests had been reported to the Company’s Approval Department authorized by the State Council and the Securities Supervisory Department of the State Council.
By Order of the Board TravelSky Technology Limited Ding Weiping Executive Director and Company Secretary
Beijing, the People’s Republic of China May 10, 2005
The board of directors of the Company comprises:
Chairman: Zhu Yong; Executive Director: Zhu Xiaoxing, Ding Weiping, Song Jinxiang;
Please also refer to the published version of this announcement in The Standard / Sing Tao Daily.
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