PROPOSED APPOINTMENT OF DIREC

RNS Number : 5661T

Air China Ld

30 September 2010

 



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 whatsoever 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: 753)

PROPOSED APPOINTMENT OF DIRECTORS AND SUPERVISORS

I.     APPOINTMENT OF DIRECTORS AND SUPERVISORS

Pursuant to the Articles of Association of Air China Limited ("the Company"), the term of the second session of the Board and the Supervisory Committee is three years and will expire when the third session of the Board and the Supervisory Committee is elected.

At the Board meeting held on 29 September 2010, the Board resolved to propose that Mr. Kong Dong, Ms. Wang Yinxiang, Mr. Cao Jianxiong, Mr. Sun Yude, Mr. Christopher Dale Pratt, Mr. Ian Sai Cheung Shiu, Mr. Cai Jianjiang, Mr. Fan Cheng, Mr. Jia Kang, Mr. Fu Yang, Mr. Han Fangming and Mr. Li Shuang be elected as Directors of the third session of the Board; Mr. Li Qingling, Mr. Zhang Xueren and Mr. He Chaofan be appointed as supervisors representing shareholders of the Company on the third session of the Supervisory Committee. Another two supervisors as the representatives of the employees of the Company will be elected in accordance with the Company's Articles of Association. Among the Directors, Mr. Kong Dong, Ms. Wang Yinxiang, Mr. Cao Jianxiong, Mr. Sun Yude, Mr. Christopher Dale Pratt and Mr. Ian Sai Cheung Shiu will be appointed as non-executive directors; Mr. Cai Jianjiang and Mr. Fan Cheng will be appointed as executive directors; and Mr. Jia Kang, Mr. Fu Yang, Mr. Han Fangming and Mr. Li Shuang will be appointed as independent non-executive directors. An ordinary resolution to consider and approve the appointment of the above Directors and supervisors will be proposed at the Company's EGM.

Directors

Mr. Kong Dong, aged 62, graduated from Jiangxi Technology University majoring in mechanical engineering and holds the title of Senior Economist. Mr. Kong was Deputy General Manager of China Ocean Helicopter Company, General Manager and Secretary of the Communist Party Committee of Shenzhen Airport Group, Deputy Secretary of the Communist Party Committee of the Beijing Capital International Airport, Director- General in charge of the expansion project of the Beijing Capital International Airport, General Manager of China National Aviation Corporation ("CNAC") and Chairman and Secretary of the Communist Party Committee of CNAC, and Vice Chairman and President of CNACG. In October 2002, he joined CNAHC as Deputy General Manager, and served as Secretary of the Communist Party Group and Deputy General Manager of CNAHC in August 2004. Mr. Kong was appointed as the acting Chairman in January 2008 and has served as General Manager and Deputy Secretary of the Communist Party Group of CNAHC, and Chairman of the Company since April 2008.

Ms. Wang Yinxiang, aged 55, graduated from Party School of the Central Committee of the Communist Party of China majoring in economics and management. Ms. Wang is a senior engineer of political work and a senior flight attendant. Ms. Wang served several positions in Air China International Corporation, including Vice Captain of the in-flight service team of the Chief Flight Team, Deputy Manager of the in-flight service division, Deputy Manager of the passenger cabin service division and Deputy Secretary of the Communist Party Committee, etc. In October 2002, Ms. Wang served several positions in CNAHC, including Deputy General Manager, Head of the Disciplinary and Supervisory Committee of the Communist Party Group and Secretary of the Communist Party Committee of CNAHC. Since March 2008, Ms. Wang has been serving as Secretary of the Communist Party Group, Deputy General Manager and Secretary of the Communist Party Committee of CNAHC, and was appointed as President of the Labour Union of CNAHC from July 2003 to July 2009. Ms. Wang has been serving as Vice Chairman of the Company since October 2008.

Mr. Cao Jianxiong, aged 51, holds a master degree in economics from Eastern China Normal University. Mr. Cao holds the title of Senior Economist. He was appointed as the Deputy General Manager and Chief Financial Officer of China Eastern Airlines Corporation Limited in December 1996. In September 1999, he was appointed as the Vice President of Eastern Airlines Group Corporation. Commencing from September 2002 till December 2008, he served as Vice President and a member of Communist Party Group of Eastern Airlines Group Corporation and was also the Secretary of Communist Party Committee of China Eastern Airlines Northwest Company from December 2002 to September 2004. From October 2006 to December 2008, he served as the President and the Deputy Party Secretary of the Communist Party Committee of China Eastern Airlines Corporation. Since December 2008, Mr. Cao has been serving as the Deputy General Manager and a member of Communist Party Group of CNAHC.

Mr. Sun Yude, aged 56, graduated from China Civil Aviation Institute majoring in economic management. He started his career in China's civil aviation industry in 1972 and served various positions as Deputy Head of CAAC Taiyuan Terminal and Head of Ningbo Terminal, as well as General Manager of CNAC Zhejiang Airlines. In October 2002, Mr. Sun was appointed Vice President of Air China International Corporation, and concurrently took up the position of General Manager of its Zhejiang branch, and was appointed as Vice President of the Company in September 2004. Mr. Sun was appointed as Chairman in November 2004, and President and Deputy Secretary of the Communist Party Committee in December 2005, of Shandong Aviation Group Company Limited, and has also been serving as Director and President of CNACG since March 2007. Mr. Sun served as the Secretary of the Communist Party Committee of CNACG from April 2007 to December 2009. Since May 2009, he has been serving as Deputy General Manager and a member of the Communist Party Group of CNAHC.

Mr. Christopher Dale Pratt, aged 54, has an honours degree in modern history from Oxford University. He joined John Swire & Sons Limited in 1978 and has worked with the Swire group in its offices in Hong Kong, Australia and Papua New Guinea. He is also Chairman of John Swire & Sons (H.K.) Limited, Swire Pacific Limited, Cathay Pacific Airways Limited ("Cathay Pacific"), Hong Kong Aircraft Engineering Company Limited and Swire Properties Limited, and the Director of The Hongkong and Shanghai Banking Corporation Limited. Since June 2006, he has been serving as the Non-executive Director of the Company.

Mr. Ian Sai Cheung Shiu, aged 55, holds a bachelor degree in business administration from University of Hawaii and a master degree in business administration from The University of Western Ontario. He has been a Director of Cathay Pacific since October 2008. He is also a Director of Hong Kong Dragon Airlines Limited, John Swire & Sons (HK) Ltd. and Swire Pacific Limited. He joined Cathay Pacific in 1978 and has worked for Cathay Pacific in Hong Kong, the Netherlands, Singapore and the United Kingdom.

Mr. Cai Jianjiang, aged 47, graduated from China Civil Aviation Institute majoring in aviation control and English. Mr. Cai was appointed as General Manager of Shenzhen Airlines Company Limited in 1999. He joined Air China International Corporation in 2001 as Manager of its Shanghai Branch, and subsequently as Assistant to the President and Manager of the Marketing Department. In October 2002, he was appointed as Vice President of Air China International Corporation, and subsequently was appointed as Secretary of the Communist Party Committee and Vice President of the Company in September 2004. He has been serving as the President and Deputy Secretary of the Communist Party Committee of the Company and a member of the Communist Party Group of CNAHC since February 2007. Since May 2010, he has been serving as the Chairman of Shenzhen Airlines Limited.

Mr. Fan Cheng, aged 55, graduated from Nanjing Institute of Chemistry and Chemical Engineering with a major in organic fertilizer and has an MBA degree from Guanghua School of Management, Peking University. Mr. Fan is a senior accountant, senior engineer and Certified Public Accountant. Mr. Fan was appointed as Deputy General Manager of China New Technology Venture Capital Company in 1996. He started his career in China's civil aviation industry in 2001, and served as General Manager of the corporate management department and capital management department of CNAHC in October 2002 and Chief Financial Officer of the Company in September 2004. Since October 2006, he has been serving as the Vice President and Chief Financial Officer of the Company. Since December 2009, he has been serving as Secretary of the Communist Party Committee of Shenzhen Airlines Limited. From March 2010 to May 2010, he served as the President and the Chairman of Shenzhen Airlines Limited.

Mr. Jia Kang, aged 56, holds a Doctor's degree in Economics, and is a renowned economist and a member of National Committee of Chinese People's Political Consultative Conference (CPPCC). He is a researcher, a tutor to doctorate students and the head of Financial Science Research Institute of Ministry of Finance, and also the vice chairman and general-secretary of China Financial Association. Mr. Jia is also a specially engaged professor of Renmin University of China, State Administration Institute, Xiamen University, Southwest University of Finance and Economics, Guangdong University of Business Studies and other Universities. Mr. Jia is also the winner of Sun Yefang Economics Prize.

Mr. Fu Yang, aged 61, previously served as the Deputy Director of the Economic Law Office of the National People's Congress Law Committee, Vice President of the third, fourth and fifth sessions of the All China Lawyers Association, specially-engaged professor of China University of Political Science and Law, associate tutor to masters students of School of Law of Tsinghua University and specially-engaged professor of School of Law of Nankai University. He is a partner and director of Kang Da Law Firm in Beijing. He is also an arbitrator of China International Economic and Trade Arbitration Commission.

Mr. Han Fangming, aged 44, is a Hong Kong permanent resident. He was a member of the 10th and 11th of National Committee of CPPCC and is currently a vice chairman of the Foreign Affairs Committee of CPPCC and the convener of the Public Diplomacy Team. Graduated from Peking University with a PhD degree, he served as a researcher at the Center for Studies of World Modernization Process of Peking University and a visiting professor at Tibet University. In 1999, he joined TCL Group and was appointed as an Independent Non-executive Director of TCL Multimedia Technology Holdings Limited. He has been serving as an Executive Director of TCL Corporation since June

2006 to date.

Mr. Li Shuang, aged 66, a professor of accounting and tutor for doctoral candidates, is an External Supervisor of Industrial Bank Co., Ltd. and a Non-executive Director of China Shoto PLC. Mr. Li graduated from the Foreign Language Department of Beijing Normal University in 1968. In 1982, he obtained a master degree in economics from the Research Institute for Fiscal Science of the Ministry of Finance, and lectured at Central Institute of Finance & Banking (currently known as Central University of Finance and Economics) in October of the same year during which he served various positions including the head of the accounting department, director of the academic affair office, dean and vice president. From 1994 to 1997, he had been invited to the United States twice as a visiting scholar. In October 1996, he was entitled to the special allowance granted by the State Council. From 1999 to 2004, he worked as a deputy secretary-in- general and adviser of the Chinese Institute of Certified Public Accountants. From May 2001 to June 2010, he served as an Independent Director of Da Cheng Fund Management Co., Ltd., China Minmetals Non-ferrous Metals Co. Ltd., Zhong Bao Ke Kong Investment Co., Ltd., Beijing Centergate Technologies (Holding) Co., Ltd., Shenyin & Wanguo Securities Investment Co., Ltd., Chengde Xinxin Vanadium and Titanium Co., Ltd. and Beijing Wangfujing Department Store (Group) Co., Ltd., respectively.

Supervisors

Mr. Li Qinglin, aged 55, graduated from Beijing Television University majoring in Chinese and Zhongnanhai Spare Time University majoring in administrative management, and is a senior engineer of political work. Mr. Li served various positions, including a section chief, deputy director, director, vice director-general and director- general, as well as the chairman of the Labour Union, of the Government Office Administration of the State Council. From 1998 to 2000, he served as a deputy director of the Hebei Leading Group Office of Poverty Alleviation and Development. Since 2000, he has served different positions, including a deputy director of the Work Department under the Supervisory Committee of Central Enterprises Working Commission, deputy director of the Office of Central Enterprises Working Commission, deputy director and inspector of the General Office of the State-owned Assets Supervision and Administration Committee of the State Council and director of the Office of the Stability Preservation Leading Team of the State-owned Assets Supervision and Administration Committee. In September 2008, he was appointed as the head of the Disciplinary and Supervisory Committee and a member of the Communist Party Group of CNAHC.

Mr. Zhang Xueren, aged 57, graduated from Sichuan International Studies University majoring in English, and enrolled in the MBA program of Peking University. Mr. Zhang holds the title of Senior Economist. He started his career in civil aviation in 1975 and served as a section chief and then a director of the operation department of Beijing Administrative Bureau of CAAC, the Head of the cargo department of Air China International Corporation, the General Manager of Tianjin branch of the Company and Vice President of Air China International Corporation. In 2004, he served as the Director and Vice President of CNACG. Since December 2009, he has been serving as the Director, Party Secretary and Vice President of CNACG.

Mr. He Chaofan, aged 48, graduated from the Civil Aviation University of China majoring in planning and finance, and is a senior accountant. Mr. He served as an accountant at the Finance Department of Beijing Administrative Bureau of CAAC, and served various positions in Air China International Corporation, including the accountant, section chief, deputy head and head of the finance department and director and general manager of the revenue accounting department of Air China International Corporation. From March 2003 to October 2008, he served as the General Manager and Deputy Secretary of the Communist Party Committee of China National Aviation Finance Co., Ltd. He has been serving as the General Manager of the finance department of CNAHC since October 2008.

Mr. Christopher Dale Pratt is a Non-executive Director of the Company and is concurrently the Chairman and Executive Director of Cathay Pacific, which is a substantial shareholder of the Company. Mr. Kong Dong is the Chairman and a Non-executive Director of the Company and is concurrently the Deputy Chairman and a Non-executive Director of Cathay Pacific. In addition, Mr. Cai Jianjiang and Mr. Fan Cheng, the executive Directors of the Company, also concurrently serve as the Non-executive Directors of Cathay Pacific.

Save as disclosed above, none of the Directors and supervisors has held any directorship in any other listed companies in the past three years, and none of the Directors and supervisors has any relationship with any other director, senior management, substantial shareholder or controlling shareholder of the Company.

None of the Directors and supervisors has any equity interest in the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong). There is no information to be disclosed on items from (h) to (v) in Rule 13.51(2) of the Listing Rules. No other matter needs to be brought to the attention of the shareholders in respect of the Company and its Directors and supervisors.

II.    EMOLUMENT

The Board has resolved to propose that shareholders approve to authorize the Board to decide the emolument of the independent non-executive directors as RMB60,000 per person per year; and the other Directors and supervisors of the Company will not receive any compensation for serving as a Director or a supervisor and shall enter into the service contracts on this basis. The term of office of each Director and supervisor is three years, which shall commence upon the shareholders' approval of the Company to the appointment and shall end upon the fourth session of the Board and the Supervisory Committee being elected three years later.

DEFINITION

In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:

"Articles of Association"                     articles of association of the Company as amended from time to time

"Board"                                             the board of Directors of the Company

"CAAC"                                            General Administration of Civil Aviation of China

"CNACG"                                         China National Aviation Corporation (Group) Limited, a company incorporated under the laws of Hong Kong and a wholly-owned subsidiary of CNAHC as at the date of this announcement

"CNAHC"                                         China National Aviation Holding Company, a company incorporated under the laws of the People's Republic of China which currently directly owns 40.40% of the Company's issued share capital as at the date of this announcement

"Directors"                                        the directors of the Company

"Supervisory Committee"                    the supervisory committee of the Company

By order of the Board         

Air China Limited

Huang Bin         Tam Shuit Mui
 Joint Company Secretaries

Beijing, the PRC, 29 September 2010

As at the date of this announcement, the directors of the Company are Mr. Kong Dong, Ms. Wang Yinxiang, Mr. Wang Shixiang, Mr. Cao Jianxiong, Mr. Christopher Dale Pratt, Mr. Cai Jianjiang, Mr. Fan Cheng, Mr. Hu Hung Lick, Henry*, Mr. Zhang Ke*, Mr. Jia Kang* and Mr. Fu Yang*.

*   Independent non-executive director of the Company

 

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