TIDMAIRC
RNS Number : 5338E
Air China Ld
09 May 2017
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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) RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTORS
(II) PROPOSED APPOINTMENTS OF NEW INDEPENDENT NON-EXECUTIVE DIRECTORS
RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTORS
The board of directors (the "Board") of Air China Limited (the
"Company") announces that the Board received the resignation
letters from Mr. Pan Xiaojiang and Mr. Simon To Chi Keung, the
independent non-executive directors of the Company, on 8 May 2017.
Mr. Pan Xiaojiang resigned from his position as an independent
non-executive director of the Company, the chairman of the audit
and risk control committee of the Board and a member of the
nomination and remuneration committee of the Board (the "Nomination
and Remuneration Committee") due to the expiry of his term of
office, and Mr. Simon To Chi Keung resigned his resignation from
his position as an independent non-executive director of the
Company and a member of the Nomination and Remuneration Committee
due to the expiry of his term of office.
Pursuant to the relevant regulatory rules of stock exchanges on
which the Company's shares are listed and the articles of
association of the Company, and as confirmed by Mr. Pan Xiaojiang
and Mr. Simon To Chi Keung in writing, they will continue to
perform their duties until the appointments of new independent
non-executive directors are approved at a general meeting of the
Company.
Mr. Pan Xiaojiang and Mr. Simon To Chi Keung have confirmed that
they have no disagreement with the Board and the Company and there
are no matters relating to their resignation that need to be
brought to the attention of the shareholders of the Company (the
"Shareholders") .
Mr. Pan Xiaojiang and Mr. Simon To Chi Keung performed their
duties actively and earnestly during their tenure of the
independent non-executive directors of the Company, and they made
their active impacts on the normative operation and healthy
development of the Company, the Board would like to express its
sincere gratitude to Mr. Pan Xiaojiang and Mr. Simon To Chi Keung
for their significant contributions to the Company during their
tenure.
PROPOSED APPOINTMENTS OF NEW INDEPENDENT NON-EXECUTIVE
DIRECTORS
The Company is pleased to announce that the Board resolved to
propose that Mr. Wang Xiaokang ("Mr. Wang") and Mr. Liu Deheng
("Mr. Liu") be appointed as independent non-executive directors of
the Company. Such proposed appointments are subject to the
approvals by Shareholders at the Company's general meeting.
Mr. Wang Xiaokang, aged 62, graduated from Peking University
majoring in law. He served as Chairman and Deputy Secretary of the
Communist Party Committee of China Energy Conservation and
Environmental Protection Group from May 2010 to December 2016.
Since December 2011, he has been serving as the President of China
Industrial Energy Conservation and Clean Production Association. He
is also currently a Member of the Twelfth National Committee of the
Chinese People's Political Consultative Conference and a Member of
the Committee of Population, Resources and Environment of the
Chinese People's Political Consultative Conference.
Mr. Wang confirmed that he meets the independence guidelines as
set out in Rule 3.13 of the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited (the "Listing
Rules") . Mr. Wang also confirmed that (i) he has not held any
directorship in other public companies the securities of which are
listed on any securities market in Hong Kong or overseas in the
last three years, nor does he hold any other position with the
Company or any of its subsidiaries; (ii) he does not have any
relationship with any directors, supervisors, senior management,
substantial shareholders or controlling shareholders (as defined in
the Listing Rules) of the Company; and (iii) as at the date of this
announcement, he does not have any interest in the shares of the
Company within the meaning of Part XV of the Securities and Futures
Ordinance (Chapter 571 of the Laws of Hong Kong) (the "SFO") .
Upon approval of Mr. Wang's appointment at a general meeting of
the Company, Mr. Wang will enter into a service contract with the
Company for a term commencing 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; the emolument of Mr. Wang
will be determined by the Nomination and Remuneration Committee
with reference to his relevant experience, responsibilities and
duties in the Company and the prevailing market benchmarks.
Save as disclosed above, the Board is not aware of any other
matters in relation to Mr. Wang's proposed appointment as an
independent non-executive director of the Company that need to be
brought to the attention of the Shareholders nor any information
that is required to be disclosed pursuant to Rules 13.51 (2) (h) to
13.51 (2) (v) of the Listing Rules.
Mr. Liu Deheng, aged 60, graduated from the School of Management
of Xi'an Jiaotong University with a master's degree in industrial
management engineering. He served as Deputy Director General of
Statistics and Assessment Bureau (Asset and Capital Verification
Office) , Deputy Director General and Director General of Revenue
Management Bureau of State-owned Assets Supervision and
Administration Commission of the State Council from May 2003 to
October 2016, and served as Professional External Director for
Central State-owned Enterprises from October 2016 to April
2017.
Mr. Liu confirmed that he meets the independence guidelines as
set out in Rule 3.13 of the Listing Rules. Mr. Liu also confirmed
that (i) he has not held any directorship in other public companies
the securities of which are listed on any securities market in Hong
Kong or overseas in the last three years, nor does he hold any
other position with the Company or any of its subsidiaries; (ii) he
does not have any relationship with any directors, supervisors,
senior management, substantial shareholders or controlling
shareholders (as defined in the Listing Rules) of the Company; and
(iii) as at the date of this announcement, he does not have any
interest in the shares of the Company within the meaning of Part XV
of the SFO.
Upon approval of Mr. Liu's appointment at a general meeting of
the Company, Mr. Liu will enter into a service contract with the
Company for a term commencing 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; the emolument of Mr. Liu
will be determined by the Nomination and Remuneration Committee
with reference to his relevant experience, responsibilities and
duties in the Company and the prevailing market benchmarks.
Save as disclosed above, the Board is not aware of any other
matters in relation to Mr. Liu's proposed appointment as an
independent non-executive director of the Company that need to be
brought to the attention of the Shareholders nor any information
that is required to be disclosed pursuant to Rules 13.51 (2) (h) to
13.51 (2) (v) of the Listing Rules.
By Order of the Board
Air China Limited
Rao Xinyu Tam Shuit Mui
Joint Company Secretaries
Beijing, the PRC, 8 May 2017
As at the date of this announcement, the directors of the
Company are Mr. Cai Jianjiang, Mr. Song Zhiyong, Mr. Cao Jianxiong,
Mr. Feng Gang, Mr. John Robert Slosar, Mr. Ian Sai Cheung Shiu, Mr.
Pan Xiaojiang*, Mr. Simon To Chi Keung*, Mr. Stanley Hui Hon-chung*
and Mr. Li Dajin*.
* Independent non-executive director of the Company
This information is provided by RNS
The company news service from the London Stock Exchange
END
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