Formal Notice-Change in Directors
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.
AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 00753)
(I) APPOINTMENT OF CHAIRMAN OF THE BOARD
(II) PROPOSED APPOINTMENT OF NEW DIRECTOR
(III) POTENTIAL CONNECTED TRANSACTION IN RELATION TO
CAPITAL INJECTION INTO AIR CHINA CARGO
This announcement is made by Air China Limited (the "Company") pursuant to Rules 13.09, 13.10B and 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the "SFO").
(I) APPOINTMENT OF CHAIRMAN OF THE BOARD
The board of directors of the Company (the "Board") is pleased to announce that, on 21 February 2014, Mr. Cai Jianjiang has been elected as the chairman of the Board with effect from the same date. The term of Mr. Cai's office as the chairman of the Board shall end on the expiry of the term of the current session of the Board.
Mr. Cai Jianjiang, aged 50, graduated from China Civil Aviation Institute majoring in aviation control and English. Mr. Cai was appointed as General Manager of Shenzhen Airlines Company Limited ("Shenzhen Airlines") in 1999. He joined Air China International Corporation in 2001 and had served successively as Manager of the business department of Shanghai Branch, Assistant to the President and Manager of the marketing department. In October 2002, he was appointed as Vice President of Air China International Corporation, and subsequently was appointed as Secretary of the Communist Party Committee and Vice President of the Company in September 2004. He had served as President and Deputy Secretary of the Communist Party Committee of the Company and a member of the Communist Party Group of China National Aviation Holding Company since February 2007. Mr. Cai has served as a non-executive director of Cathay Pacific Airways Limited ("Cathay Pacific") since November 2009. Since May 2010, he has served as the Chairman of Shenzhen Airlines. Since January 2014, he has served as the General Manager and Deputy Secretary of the Communist Party Committee of China National Aviation Holding Company. Mr. Cai has served as a director of the Company since September 2004.
Save as disclosed above, Mr. Cai has not held any directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas or taken up a position in any affiliated companies of the Company over the past three years, nor does Mr. Cai have any relationship with any other directors, senior management, substantial or controlling shareholders of the Company. As at the date of this announcement, Mr. Cai does not have any interest in shares of the Company within the meaning of Part XV of the SFO.
Mr. Cai will enter into a service contract with the Company and will not receive any remuneration from the Company during his tenure in connection with his position as the chairman of the Board.
Save as disclosed above, there is no information to be disclosed on items (h) to (v) in Rule 13.51(2) of the Listing Rules, and there are no other matters in respect of the appointment of Mr. Cai that need to be brought to the attention of the shareholders of the Company (the "Shareholders").
(II) PROPOSED APPOINTMENT OF NEW DIRECTOR
The Company is also pleased to announce that the Board resolved to propose that Mr. John Robert Slosar be appointed as a non-executive director of the Company. An ordinary resolution to consider and approve the appointment of Mr. John Robert Slosar as a non-executive director of the Company will be proposed at a general meeting of the Company.
Mr. John Robert Slosar, aged 57, holds degrees in Economics from Columbia University and Cambridge University. He joined the Swire group in 1980 and has worked with the group in Hong Kong, the United States and Thailand. Mr. Slosar has been a director of Cathay Pacific since July 2007 and served as Chief Operating Officer from July 2007 to March 2011 and as Chief Executive since March 2011 and will become Chairman of Cathay Pacific, John Swire & Sons (H.K.) Limited, Swire Pacific Limited, Swire Properties Limited and Hong Kong Aircraft Engineering Company Limited from March 2014.
Save as disclosed above, Mr. Slosar has not held any directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas or taken up a position in any affiliated companies of the Company over the past three years, nor does Mr. Slosar have any relationship with any other directors, senior management, substantial or controlling shareholders of the Company. As at the date of this announcement, Mr. Slosar does not have any interest in shares of the Company within the meaning of Part XV of the SFO.
Mr. Slosar will enter into a service contract with the Company and will not receive any remuneration from the Company during his tenure. The term of Mr. Slosar's office shall commence on the date of approval by the Shareholders of his appointment and shall end on the expiry of the term of the current session of the Board.
Save as disclosed above, there is no information to be disclosed on items (h) to (v) in Rule 13.51(2) of the Listing Rules, and there are no other matters in respect of the proposed appointment of Mr. Slosar that need to be brought to the attention of the Shareholders.
(III) POTENTIAL CONNECTED TRANSACTION IN RELATION TO CAPITAL INJECTION INTO AIR CHINA CARGO
On 21 February 2014, the Board approved the proposed capital injection into Air China Cargo Co., Ltd ("Air China Cargo") by the Company together with the other existing shareholders of Air China Cargo in proportion to their respective equity interest in Air China Cargo (the "Capital Injection Plan").
Pursuant to the Capital Injection Plan, the Company will make cash and in-kind capital contribution totaling RMB1.02 billion into Air China Cargo to increase its registered capital. Cathay Pacific China Cargo Holdings Limited (a wholly-owned subsidiary of Cathay Pacific) and Fine Star Enterprises Corporation, the other two shareholders of Air China Cargo, will contribute RMB0.5 billion and RMB0.48 billion in cash, respectively. The Board resolved to authorise the management of the Company to deal with all matters in connection with the Capital Injection Plan, including but not limited to negotiation, disposal of aircraft and execution of relevant documents.
Mr. Christopher Dale Pratt, Mr. Ian Sai Cheung Shiu, Mr. Cai Jianjiang and Mr. Fan Cheng are considered to have a material interest in the Capital Injection Plan and therefore have abstained from voting on the relevant board resolution of the Company.
The Board would like to inform Shareholders and potential investors that the negotiation in respect of the Capital Injection Plan is still ongoing and as at the date of this announcement, no agreement has been entered into by the Company regarding the Capital Injection Plan. The Capital Injection Plan, if materialised, may constitute a connected transaction of the Company under the Listing Rules, and the Company will make further announcement(s) in this regard as and when appropriate.
Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.
By order of the Board
Air China Limited
Rao Xinyu Tam Shuit Mui
Joint Company Secretaries
Beijing, the PRC, 21 February 2014
As at the date of this announcement, the directors of the Company are Ms. Wang Yinxiang,
Mr. Cao Jianxiong, Mr. Sun Yude, Mr. Christopher Dale Pratt, Mr. Ian Sai Cheung Shiu,
Mr. Cai Jianjiang, Mr. Fan Cheng, Mr. Fu Yang*, Mr. Yang Yuzhong*, Mr. Pan Xiaojiang* and
Mr. Simon To Chi Keung*.
* Independent non-executive Director of the Company
This information is provided by RNS
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