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)
PROPOSED ELECTION OF DIRECTORS
PROPOSED ELECTION OF DIRECTORS
Recently, Air China Limited (the
"Company") completed the
nomination process of candidates for directors of the new session
of the board (the "Board")
of directors (the "Director(s)"). The Board resolved on 27
January 2025 to nominate Mr. Ma Chongxian and Mr. Wang Mingyuan as
candidates for executive Directors of the seventh session of the
Board, to nominate Mr. Cui Xiaofeng and Mr. Patrick Healy as
candidates for non-executive Directors of the seventh session of
the Board, and to nominate Mr. Xu Niansha, Mr. He Yun, Ms. Winnie
Tam Wan-chi and Mr. Gao Chunlei as candidates for independent
non-executive Directors of the seventh session of the Board. The
biographical details of the Director candidates of the seventh
session of the Board are set out in the Appendix to this
announcement.
The Board also resolved to propose
that the executive Directors and non-executive Directors of the
seventh session of the Board will not receive any remuneration from
the Company as a Director, while the remuneration of the
independent non-executive Directors will be determined pursuant to
relevant national policies. 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 from the
date on which the appointment is approved by the shareholders of
the Company (the "Shareholder(s)") and shall be eligible
for re-election upon the expiry of the term of office.
Ordinary resolutions to consider and
approve the election of the above proposed Directors and the
proposal on their remuneration will be proposed at the forthcoming
extraordinary general meeting of the Company (the "EGM").
Upon the election of Mr. Xu Niansha,
Mr. He Yun, Ms. Winnie Tam Wan-chi and Mr. Gao Chunlei as
independent non-executive Directors at the EGM becoming effective,
Mr. Xu Junxin will cease to be an independent non-executive
Director.
THE EGM
The Company will convene the EGM on
Tuesday, 25 February 2025 to consider and, if thought fit, to pass
the relevant resolutions. The register of members of H shares of
the Company will be closed from Thursday, 20 February 2025 to
Tuesday, 25 February 2025 (both days inclusive), during which time
no transfer of H shares of the Company will be effected and
registered. In order to qualify for attendance and voting at the
EGM, instruments of transfer accompanied by share certificates and
other appropriate documents must be lodged by H Shareholders with
the Company's H share registrar, Computershare Hong Kong Investor
Services Limited, at Shops 1712-16, 17/F, Hopewell Centre, 183
Queen's Road East, Wan Chai, Hong Kong, by 4:30 p.m. on Wednesday,
19 February 2025. H Shareholders whose names appear on the register
of members of H shares of the Company at the close of business on
Wednesday, 19 February 2025 are entitled to attend and vote at the
EGM.
The notice of EGM containing, among
others, detailed information of the proposed election of Directors
will be published by the Company in due course.
By Order of the
Board
Air
China Limited
Xiao
Feng Huen Ho Yin
Joint Company Secretaries
Beijing, the PRC, 27 January
2025
As
at the date of this announcement, the directors of the Company are
Mr. Ma Chongxian, Mr. Wang Mingyuan, Mr. Cui Xiaofeng, Mr. Patrick
Healy, Mr. Xiao Peng, Mr. He Yun*, Mr. Xu Junxin* and Ms. Winnie
Tam Wan-chi*.
* Independent non-executive
director of the Company
Appendix - Biographical Details of
Candidates for Directors
Mr.
Ma Chongxian, aged 59, graduated
from the department of economics of Inner Mongolia University
majoring in planning and statistics with a bachelor's degree, and
holds a degree of EMBA in Tsinghua University. Mr. Ma started his
career in the civil aviation industry in July 1988. Mr. Ma has been
serving as the Vice President and a member of the Standing
Committee of the Party Committee of the Company from April 2010 to
May 2021. From December 2016 to April 2021, he served as deputy
general manager and a member of the Party Leadership Group of China
National Aviation Holding Corporation Limited ("CNAHC"). He was the deputy secretary of
the Party Leadership Group of CNAHC from April 2021 to September
2022, as well as the director of CNAHC from May 2021. He was the
general manager of CNAHC, and concurrently the President and deputy
secretary of the Party Committee of the Company from May 2021 to
September 2022. He has also served as the vice chairman of the
board of directors of Cathay Pacific Airways Limited ("Cathay Pacific") since November 2022
and an executive Director of the Company since July 2021. He served
as the Vice Chairman of the Company from July 2021 to September
2022. He has been serving as the chairman and secretary of the
Party Leadership Group of CNAHC, the Chairman and secretary of the
Party Committee of the Company since September 2022.
Mr.
Wang Mingyuan, aged 59, graduated
from Xiamen University majoring in planning and statistics. Mr.
Wang started his career in the civil aviation industry in July
1988. Mr. Wang was appointed as a member of the Standing Committee
of the Party Committee of the Company in February 2011, and served
as the Vice President of the Company from February 2011 to March
2023. He was appointed as a member of the Party Leadership Group of
CNAHC in April 2020, and served as the deputy general manager of
CNAHC from April 2020 to January 2023. He has also served as the
vice chairman of Tibet Airlines Co., Ltd. since June 2020 and the
chairman of Air Macau Company Limited since March 2022. He was
appointed as a director, the general manager and deputy secretary
of the Party Leadership Group of CNAHC in January 2023, and was
appointed as the deputy secretary of the Party Committee of the
Company in February 2023. He has been serving as the President,
Director and Vice Chairman of the Company since March 2023, and as
a non-executive director of Cathay Pacific since April
2023.
Mr.
Cui Xiaofeng, aged 55, graduated
from Shaanxi Normal University majoring in political education with
a bachelor's degree, and holds a master's degree in engineering and
a master's degree in business administration. Mr. Cui started
working in the civil aviation industry in July 1992. Mr. Cui served
as the deputy director and a member of the Party Leadership Group
of the Civil Aviation Administration of China from June 2019 to
June 2024. He has served as a director and the deputy secretary of
the Party Leadership Group of CNAHC since June 2024, and has served
as the deputy secretary of the Party Committee of the Company since
July 2024. He has been serving as a non- executive Director of the
Company since August 2024.
Mr.
Patrick Healy, aged 59, graduated
from the University of Cambridge with a master's degree in Modern
Languages. He has acted as an executive director of the beverages
division of Swire Pacific Limited since January 2013 and a director
of John Swire & Sons (H.K.) Limited since December 2014. He has
been serving as the chairman of Swire Coca-Cola Limited since
October 2019 and the executive director and chairman of Cathay
Pacific since November 2019. He has been serving as a non-executive
Director of the Company since December 2019, and a director of
Swire Pacific Limited since August 2021. He is a member of the
International Air Transport Association Board of Governors and its
Chair Committee.
Mr.
Xu Niansha, aged 67, holds a
doctorate degree in economics majoring in political economics from
the School of Economics, Peking University. He has acted as the
chairman of CITIC Offshore Helicopter Co., Ltd., the chairman of
China Ocean Aviation Group Limited, and the secretary of the Party
Committee and the vice chairman of China National Machinery
Industry Corporation. He served as the secretary of the Party
Committee and the chairman of China Poly Group Corporation Limited
from December 2017 to March 2021, and served as an external
director of COFCO Corporation from July 2021 to December
2024.
Mr.
He Yun, aged 63, holds a
postgraduate diploma in software engineering from Beijing Institute
of Technology. He served as the head of the fourth corporate audit
office of the National Audit Office from April 2018 to March 2021.
He has been serving as an independent non-executive Director of the
Company since February 2022.
Ms.
Winnie Tam Wan-chi, aged 63,
graduated from the Faculty of Law of The University of Hong Kong, a
barrister, international arbitrator and mediator. She was appointed
as a "Senior Counsel" in 2006, and was awarded the Justice of the
Peace and the Silver Bauhinia Star for her contributions to public
service. She is currently the head of Chambers of Des Voeux
Chambers, the chairman of the Hong Kong Communications Authority, a
member of the Chief Executive's Advisory Council (Innovation and
Entrepreneurship), a member of the Law Reform Commission, a member
of the Independent Commission on Remuneration for Members of the
Executive Council and the Legislature and Officials under the
Political Appointment System of the Hong Kong Special
Administrative Region appointed by the government and a member of
the board of governors of Hong Kong Philharmonic Society Limited.
She has been serving as an independent non-executive Director of
the Company since February 2022.
Mr.
Gao Chunlei, aged 58, holds a
doctorate degree in business administration and is a senior
economist. Mr. Gao served as the chief accountant of China Tower
Corporation Limited from August 2014 to February 2022, and served
as a director and the deputy secretary of the Party Committee of
China Tower Corporation Limited from February 2022 to November
2024. He has been a full-time external director for state-owned
enterprises since November 2024.
Mr. Xu Niansha, Mr. He Yun, Ms.
Winnie Tam Wan-chi and Mr. Gao Chunlei have all confirmed that they
have met the independence guidelines set out in Rule 3.13 of The
Rules Governing the Listing of Securities on The Stock Exchange of
Hong Kong Limited ("Hong Kong
Listing Rules"). When considering the independent
non-executive Director candidates for the seventh session of the
Board, the Board has considered the independence confirmation of
Mr. Xu Niansha, Mr. He Yun, Ms. Winnie Tam Wan-chi and Mr. Gao
Chunlei as well as their skills, background, knowledge and
experience. In particular, Mr. Xu Niansha has extensive experience
in law, economics and management, Mr. He Yun has extensive
experience in corporate financial supervision, Mr.
Gao Chunlei has extensive experience
in financial management and Ms. Winnie Tam Wan-chi has extensive
experience in law. Their different education, background,
professional experience and practices enable them to provide
relevant valuable insights and make contributions to the diversity
of the Board.
As at the date of this announcement,
save as disclosed above, none of the above Director candidates has
any relationship with the Directors, senior management, substantial
Shareholder(s) or controlling Shareholder(s) of the Company nor has
any interests in any shares (as defined under Part XV of the
Securities and Futures Ordinance) of the Company. As at the date of
this announcement, save as disclosed above, none of the above
Director candidates held any other positions in the Company or any
of its subsidiaries, nor directorships in any other public listed
companies in the last three years.
Save as disclosed above, the Company
is not aware of any matters in relation to the appointment of the
above Director candidates that need to be brought to the attention
of the Shareholders nor any other information that is required to
be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Hong Kong
Listing Rules.
