PROPOSED APPOINTMENT

RNS Number : 2849I

Air China Ld

08 December 2015

 



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)

PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE  DIRECTOR

Reference is made to the announcement of Air China Limited (the "Company") dated 16 June 2015 in relation to the resignation of Mr. Fu Yang as an independent non-executive director of the Company.

The Company is pleased to announce that board of directors (the "Board") of the Company resolved to propose that Mr. Li Dajin ("Mr. Li") be appointed as an independent non-executive director of the Company. An ordinary resolution to consider and approve the appointment of Mr. Li as an independent non-executive director of the Company will be proposed at a general meeting of the Company.

Mr. Li Dajin, aged 57, graduated from Peking University majoring in law.  He  was  admitted  to practice law in the PRC in 1982 and is the managing director partner of East & Concord Partners. Mr. Li currently also serves as deputy to the 13th National People's Congress, legislative consultant to the Standing Committee of Beijing Municipal People's Congress, invited supervisor to the PRC Supreme People's Court, invited supervisor to the Ministry of Public Security of the PRC, visiting professor to Lawyer College Renmin University of China, lecturer for master candidate of Tsinghua University Law School, and lecturer for master candidate of Southwest University of Political Science & Law. He previously served as vice president of the 6th All China Lawyers Association, president of the 7th Beijing Bar Association, and committee member of the 13th Beijing Municipal People's Congress.

Mr. Li served as an independent non-executive director of China Sports Industry Group Co., Ltd. (listed on the Shanghai Stock Exchange, stock code: 600158) from April 2012 to September 2013. Save as disclosed above, Mr. Li has not held any directorship in public companies the securities of which are listed on any securities market in Hong Kong  or overseas  over the  past three  years or held any other position with the Company or other members of the group, nor does Mr. Li have any relationship  with  any  other  directors,  senior  management,  substantial  or  controlling  shareholders of the Company. As at the date of this announcement, Mr. Li does not have any interest in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 of the Laws  of  Hong Kong).

Mr. Li has confirmed that he meets the independence guidelines as stipulated in Rule 3.13 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited  (the "Listing Rules") notwithstanding the fact that he is a managing director partner of East & Concord Partners, which had been providing annual compliance legal services to Aircraft Maintenance and Engineering Corporation ("AMECO"), a joint venture between the Company and Deutsche Lufthansa AG, principally engaging in the provision of aircraft and engine overhaul and maintenance services. Grounds for Mr. Li's confirmation are as follows (i) AMECO had not  been  consolidated  in  the audited consolidated accounts of the Company prior to June 2015 and is an insignificant subsidiary of the Company under Rule 14A.09 of the Listing Rules; (ii) Mr. Li is not the partner-in-charge on the annual legal compliance engagement with AMECO nor has been personally involved in the provision of legal services to AMECO; (iii) other than completing a pending litigation proceeding involving AMECO, East & Concord Partners ceased to provide legal  services  to  AMECO  since  10  August 2015; and (iv) the Company considered that Mr. Li's relevant qualifications and experiences render him the most suitable candidate to serve as the independent non-executive director of the Company.

The proposed emolument of Mr. Li is RMB150,000 per year and Mr. Li shall enter into a service contract with the Company on this basis. The term of Mr. Li's office shall commence 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.

Save as disclosed above, there is no other information required to be disclosed pursuant to items (h) to (v) of Rule 13.51(2) of the Listing Rules, nor are there any other matters in respect of the proposed appointment of Mr. Li that need to be brought to the attention of the shareholders of the Company.

By  Order  of  the Board

                   Air China Limited

                 Rao  Xinyu   Tam  Shuit Mui

Joint  Company Secretaries

Beijing,  the  PRC,  7  December 2015

As at the date of this notice, the directors of the Company are Mr. Cai Jianjiang, Ms. Wang Yinxiang, Mr. Cao Jianxiong, Mr. Feng Gang, Mr. John Robert Slosar, Mr. Ian Sai Cheung Shiu, Mr. Song Zhiyong, Mr. Fan Cheng, Mr. Fu Yang*, Mr. Pan Xiaojiang*, Mr. Simon To Chi Keung* and Mr. Stanley  Hui Hon-chung*.

*     Independent  non-executive  director  of  the Company

 

END

 

 

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