REG - Air China Ld - NOTICE OF EXTRAORDINARY GENERAL MEETING

Air ChinaAnnouncement

10/02/2025 07:00

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RNS Number : 4956W  Air China Ld  10 February 2025

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong
Limited take no responsibility for the contents of this notice, 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 notice.

 

 

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)

 

 

NOTICE OF EXTRAORDINARY GENERAL MEETING

 

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "EGM") of
Air China Limited (the "Company") will be held at 11:00 a.m. on Tuesday, 25
February 2025 at The Conference Room C713, No. 30 Tianzhu Road, Airport
Industrial Zone, Shunyi District, Beijing, the PRC to consider and, if thought
fit, to pass the following resolutions:

 

ORDINARY RESOLUTION

 

1.       To consider and approve the Remuneration of the Directors of
the Seventh Session of the board (the "Board") of directors (the
"Director(s)") of the Company.

 

ORDINARY RESOLUTIONS (BY WAY OF CUMULATIVE VOTING)

 

2.00   To consider and approve the election of non-independent Directors of
the seventh session of the Board:

 

2.01   To consider and approve the election of Mr. Ma Chongxian as an
executive Director of the seventh session of the Board;

 

2.02   To consider and approve the election of Mr. Wang Mingyuan as an
executive Director of the seventh session of the Board;

 

2.03   To consider and approve the election of Mr. Cui Xiaofeng as a
non-executive Director of the seventh session of the Board;

 

2.04   To consider and approve the election of Mr. Patrick Healy as a
non-executive Director of the seventh session of the Board.

3.00   To consider and approve the election of independent non-executive
Directors of the seventh session of the Board:

 

3.01   To consider and approve the election of Mr. Xu Niansha as an
independent non-executive Director of the seventh session of the Board;

 

3.02   To consider and approve the election of Mr. He Yun as an independent
non-executive Director of the seventh session of the Board;

 

3.03   To consider and approve the election of Ms. Winnie Tam Wan-chi as an
independent non- executive Director of the seventh session of the Board;

 

3.04   To consider and approve the election of Mr. Gao Chunlei as an
independent non-executive Director of the seventh session of the Board.

 

"Cumulative voting system" will be used in respect of voting on all
sub-resolutions under resolutions no. 2.00 and no. 3.00. Please refer to Note
3 of this notice for details.

 

For biographical details of the Director candidates of the seventh session of
the Board, please refer to the Appendix to this notice.

 

By Order of the Board

Air China Limited

Xiao Feng   Huen Ho Yin

Joint Company Secretaries

 

Beijing, the PRC, 7 February 2025

 

As at the date of this notice, 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 Notes:

1.       Closure of register of members and eligibility for attending
and voting at the EGM

 

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, H
shareholders of the Company (the "Shareholder(s)") must lodge the instruments
of transfer accompanied by share certificates and other appropriate documents
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.

 

2.       Proxy

 

Every Shareholder who has the right to attend and vote at the EGM is entitled
to appoint one or more proxies, whether or not they are members of the
Company, to attend and vote on his/her behalf at the EGM.

 

A proxy shall be appointed by an instrument in writing. Such instrument shall
be signed by the appointor or his attorney duly authorized in writing. If the
appointor is a legal person, then the instrument shall be signed under a legal
person's seal or signed by its director or an attorney duly authorized in
writing. The instrument appointing the proxy for holders of H Shares shall be
deposited at the Company's H share registrar not less than 24 hours before the
time specified for the holding of the EGM (or any adjournment thereof). If the
instrument appointing the proxy is signed by a person authorized by the
appointor, the power of attorney or other document of authority under which
the instrument is signed shall be notarized. The notarized power of attorney
or other document of authority shall be deposited together and at the same
time with the instrument appointing the proxy at the Company's H share
registrar.

 

3.       Cumulative Voting System

 

According to Article 102 of the articles of association of the Company, when
electing two or more Directors at a Shareholders' general meeting, such
Directors will be elected through the cumulative voting. The number of total
votes that a Shareholder can exercise is decided by the following factors: (i)
the number of shares held by such Shareholders, and (ii) the number of
Directors to be elected. For every share held by a Shareholder who
participates in the voting, the Shareholder will have the same number of
voting rights which equals the number of Directors to be elected. A
Shareholder may give his or her votes to one candidate or divide his or her
votes among several candidates. Directors are elected at the EGM based on the
total number of votes he or she receives.

 

4.       Other businesses

 

(i)      The EGM is expected to last for no more than a half of a
business day. Shareholders and proxies attending the meeting shall be
responsible for their own traveling and accommodation expenses.

(ii)     The address of Computershare Hong Kong Investor Services Limited
is: 17M Floor

Hopewell Centre

183 Queen's Road East Wan Chai

Hong Kong

Tel No.: (852) 2862 8628

Fax No.: (852) 2865 0990

Appendix:

 

Biographical details of the Director candidates of the seventh session of the
Board are set out below:

 

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 (i) their independence as regards each of the factors referred
to in Rule 3.13(1) to (8) of The Rules Governing the Listing of Securities on
The Stock Exchange of Hong Kong Limited ("Hong Kong Listing Rules"); (ii) that
they do not have any past or present financial or other interest in
the business of the Group or any connection with any core connected person
(as defined in the Hong Kong Listing Rules) of the Company, and (iii) that
there are no other factors that may affect their independence at the time of
their proposed appointments. 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.

Save as disclosed above and as at the latest practicable date of this notice
(i.e. 5 February 2025) (the "Latest Practicable Date"), 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 Latest Practicable
Date, 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.

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 (the "Remuneration of the
Directors of the Seventh Session of the Board"). 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 and shall be eligible for
re-election upon the expiry of the term of office.

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.

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