REG - Air China Ld - PROPOSED ELECTION OF DIRECTORS

Air ChinaAnnouncement

04/02/2025 08:00

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RNS Number : 8200V  Air China Ld  04 February 2025

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.

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