REG - Air China Ld - CHANGE OF JOINT COMPANY SECRETARY

Air ChinaAnnouncement

02/04/2024 08:30

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RNS Number : 9189I  Air China Ld  02 April 2024

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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