CHANGE OF JOINT COMPANY SECRETARY
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
中國國際航空股份有限公司
AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 00753)
CHANGE OF JOINT COMPANY SECRETARY
The board of directors (the "Board") of Air China Limited (the "Company") announces that Mr. Huang Bin ("Mr. Huang") submitted his application to resign as (i) an assistant to the President; (ii) the Board secretary; (iii) the joint company secretary; and (iv) the authorized representative of the Company (the "Authorized Representative") as required under Rule 3.05 of The Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") due to retirement, with effect from 28 March 2024. Mr. Huang has confirmed that he has no disagreement with the Board and the Company and there are no other matters in connection with his resignation which need to be brought to the attention of the shareholders of the Company.
The Board further announces that with effect from 28 March 2024, Mr. Xiao Feng ("Mr. Xiao") has been appointed in replacement of Mr. Huang as the Board secretary, the joint company secretary and the Authorized Representative of the Company.
The biographical details of Mr. Xiao are as follows:
Mr. Xiao Feng, aged 55, graduated from Harbin Civil Engineering & Architectural Institute majoring in management engineering. Mr. Xiao holds an undergraduate degree and is a senior accountant. He joined Air China in July 1990. He served as the chief accountant of the Company from July 2014 to March 2023. Since November 2015, he has been serving as the chairman of China National Aviation Company Limited, and served as the chairman of China National Aviation Finance Co., Ltd from February 2016 to November 2023. He has served as a non-executive director of Cathay Pacific Airways Limited since January 2017. He became the chief economist of the Company in March 2023. He has been serving as the Board secretary and the joint company secretary of the Company since March 2024.
Pursuant to Rule 8.17 of the Listing Rules, a listed issuer must appoint a company secretary who meets the requirements under Rule 3.28 of the Listing Rules. Pursuant to Rule 3.28 of the Listing Rules, the company secretary must be an individual who, in the opinion of the Stock Exchange, is capable of discharging the functions of company secretary by virtue of his/her academic or professional qualifications or relevant experience.
Having considered Mr. Xiao's background and experience, the Board is of the view that Mr. Xiao is able to properly discharge his functions as a joint company secretary notwithstanding the fact that Mr. Xiao does not possess the qualifications of a company secretary as required under Rule 3.28 of the Listing Rules. The Company has applied to the Stock Exchange, and the Stock Exchange has granted a waiver (the "Waiver") to the Company from strict compliance with the relevant requirements of Rule 3.28 and Rule 8.17 of the Listing Rules for a period of three years commencing from the date of appointment of Mr. Xiao as a joint company secretary of the Company (i.e. the date of this announcement) (the "Waiver Period"), on the condition that (1) Mr. Huen Ho Yin ("Mr. Huen"), currently the other joint company secretary of the Company, shall assist Mr. Xiao to discharge the duty as a joint company secretary during the Waiver Period; and (2) the Waiver could be revoked if there are material breaches of the Listing Rules by the Company. Before the end of the Waiver Period, the Company must demonstrate and seek confirmation from the Stock Exchange that Mr. Xiao, having had the benefit of Mr. Huen's assistance during the Waiver Period, has attained the relevant experience and is capable of discharging the functions of company secretary under Rule 3.28 of the Listing Rules such that a further waiver will not be necessary.
The biographical details of Mr. Huen are as follows:
Mr. Huen Ho Yin, aged 62, holds a Bachelor of Laws (Hons) Degree from the University of Leicester in the United Kingdom and a Postgraduate Certificate in Laws from the University of Hong Kong. Mr. Huen has been practicing as a solicitor of the High Court of Hong Kong. He is currently a partner of Huen & Partners Solicitors. From August 1994 to April 2003, he served as a partner of Richard Tai & Co., Solicitors. Since April 2003, he has been serving as a partner of Huen & Partners Solicitors. From June 2018 to February 2020, he served as an independent non-executive director of Grand Peace Group Holdings Limited. From April 2020 to August 2020, Mr. Huen served as a joint company secretary of the Company. Mr. Huen has been serving as the joint company secretary of the Company since September 2021.
The Company would like to express its gratitude to Mr. Huang for his outstanding contribution to the Company during the tenure of his service and also extend its welcome to Mr. Xiao.
By Order of the Board
Air China Limited
Xiao Feng Huen Ho Yin
Joint Company Secretaries
Beijing, the PRC, 28 March 2024
As at the date of this announcement, the directors of the Company are Mr. Ma Chongxian, Mr. Wang Mingyuan, Mr. Feng Gang, Mr. Patrick Healy, Mr. Xiao Peng, Mr. Li Fushen*, Mr. He Yun*, Mr. Xu Junxin* and Ms. Winnie Tam Wan-chi*.
* Independent non-executive director of the Company
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