PROPOSED ELECTION OF DIRECTORS AND SUPERVISORS

RNS Number : 3749P

Air China Ld

31 August 2017

 

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AIR CHINA LIMITED

(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 00753)

(1)     PROPOSED ELECTION OF DIRECTORS

(2)     PROPOSED ELECTION OF SUPERVISORS

(3)     CHANGE OF JOINT COMPANY SECRETARY

PROPOSED ELECTION OF DIRECTORS

Reference is made to the announcement of the Company dated 27 October 2016 in relation to the postponed election and appointment of members of the board of directors (the "Board") and the supervisory committee (the "Supervisory Committee") of Air China Limited (the "Company").

Recently, the Company completed the nomination process of candidates for directors and supervisors of the new session of the Board and the Supervisory Committee. The Board resolved on 30 August 2017 to propose to elect Mr. Cai Jianjiang and Mr. John Robert Slosar as non-executive directors of the fifth session of the Board, to elect Mr. Song Zhiyong as executive director of the fifth session of the Board, and to elect Mr. Wang Xiaokang, Mr. Liu Deheng, Mr. Stanley Hui Hon-chung and Mr. Li Dajin as independent non-executive directors of the fifth session of the Board.

The Board also resolved to propose that the shareholders of the Company (the "Shareholders") approve that the emolument of Mr. Stanley Hui Hon-chung and Mr. Li Dajin be RMB150,000 per person per year, the emolument of Mr. Wang Xiaokang and Mr. Liu Deheng be determined pursuant to relevant policies and the other proposed directors of the Company will not receive any emolument for serving as a director. Each proposed director shall enter into a service contract on this basis. The term of office of each proposed director is three years, which shall commence upon the Shareholders' approval of the appointment and shall end upon the election of the sixth session of the Board in three years.

An ordinary resolution to consider and approve the election of the above proposed directors and the proposal on their emolument will be proposed at the forthcoming extraordinary general meeting of the Company (the "EGM").

Mr. Cao Jianxiong, Mr. Feng Gang and Mr. Ian Sai Cheung Shiu will retire upon the office term expiration of the fourth session of the Board.

PROPOSED ELECTION OF SUPERVISORS

The Supervisory Committee resolved on 30 August 2017 to propose to elect Mr. Wang Zhengang and Mr. He Chaofan as shareholder representative supervisors of the fifth session of the Supervisory Committee.

The Supervisory Committee also resolved to propose that the Shareholders approve that the proposed supervisors of the Company will not receive any emolument for serving as a supervisor. Each proposed supervisor shall enter into a service contract on this basis. The term of office of each proposed supervisor is three years, which shall commence upon the Shareholders' approval of the appointment and shall end upon the election of the sixth session of the Supervisory Committee in three years.

An ordinary resolution to consider and approve the election of the above proposed supervisors and the proposal on their emolument will be proposed at the EGM.

CHANGE OF JOINT COMPANY SECRETARY

On 30 August 2017, the Board received a resignation letter from Ms. Rao Xinyu. Due to work rearrangement, Ms. Rao Xinyu resigned as board secretary and joint company secretary of the Company with effect from the current date. Ms. Rao Xinyu confirmed that there is no disagreement with the Company and the Board, and there are no other matters relating to her resignation that need to be brought to the attention of the Shareholders, the Board and the Supervisory Committee.

On the same date, the Board resolved to appoint Mr. Zhou Feng ("Mr. Zhou") in place of Ms. Rao Xinyu as board secretary and joint company secretary of the Company. Accordingly, the current joint company secretaries of the Company are Mr. Zhou and Ms. Tam Shuit Mui Amy ("Ms. Tam").

Mr. Zhou Feng, aged 56, Senior Accountant. He obtained a master's degree in economics from Shanghai University of Finance and Economics (上海財經大學), and obtained an Executive Master of Business Administration (EMBA) degree from China Europe International Business School (中歐國際工商學院). He held various positions, including Director of the financial planning and audit department of Zhejiang Administration of CAAC (民航浙江省局) in 1992, Chief Accountant of CNAC Zhejiang Airlines (中航浙江航空公司) in 1997, Assistant President of China National Aviation Corporation (Macau) Company Limited (中航（澳門）有限公司), Executive Director of Air Macau in 2001, Deputy General Manager of China National Aviation Finance Co., Ltd. ("CNAF") in 2003, Director and Executive Vice President of Samsung Air China Life Insurance Co., Ltd. (中航三星人壽保險有限公司) in 2005, and served as Secretary of the Communist Party Committee of CNAF in 2010. He served as General Manager of the finance department of China National Aviation Holding Company from April 2011 to May 2017, and served as Supervisor of the Company from November 2011 to August 2017. Since June 2017, he has been serving as the head of the secretariat of the board of directors of the Company.

Pursuant to Rule 8.17 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Stock Exchange") ("Listing Rules"), a listed issuer must appoint a company secretary who meets the requirements under Rule 3.28 of the Listing Rules. Rule 3.28 of the Listing Rules provides that a listed issuer must appoint as its company secretary an individual who, in the opinion of the Stock Exchange, is capable of discharging the functions of company secretary of the listed issuer by virtue of his/her academic or professional qualifications or relevant experience. Mr. Zhou currently does not possess the qualifications of company secretary as required under Rules 3.28 and 8.17 of the Listing Rules.

The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a waiver from strict compliance with the requirements under Rules 3.28 and 8.17 of the Listing Rules for a three-year period commencing from the date of Mr. Zhou's appointment as joint company secretary of the Company ("Waiver Period") on the grounds that, among others, the Company will continue to engage Ms. Tam, the other current joint company secretary of the Company who possesses the relevant professional qualifications of company secretary required under Rules 3.28 and 8.17 of the Listing Rules, to provide assistance and guidance to Mr. Zhou in discharging his duties as one of the joint company secretaries of the Company.

The waiver was granted on the conditions that: (i) Mr. Zhou will be assisted by Ms. Tam during the Waiver Period; (ii) the Company shall notify the Stock Exchange at the end of the Waiver Period for the Stock Exchange to re-visit the situation. The Stock Exchange expects that, after the end of the Waiver Period, the Company will be able to demonstrate that Mr. Zhou satisfies Rule 3.28, having had the benefit of Ms. Tam's assistance such that a further waiver will not be necessary; and (iii) the Company will announce details of this waiver, including its reasons and conditions.

The Company would like to extend its gratitude to Ms. Rao Xinyu for her diligence and outstanding contributions to corporate governance, information disclosure and investor relations management, etc. during the tenure of her service and also extend its welcome to Mr. Zhou.

By Order of the Board

Air China Limited

Zhou Feng       Tam Shuit Mui

Joint Company Secretaries

Beijing, the PRC, 30 August 2017

As at the date of this announcement, the directors of the Company are Mr. Cai Jianjiang, Mr. Song Zhiyong, Mr. Cao Jianxiong, Mr. Feng Gang, Mr. John Robert Slosar, Mr. Ian Sai Cheung Shiu, Mr. Wang Xiaokang*, Mr. Liu Deheng*, Mr. Stanley Hui Hon-chung* and Mr. Li Dajin*.

* Independent non-executive director of the Company

 

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