SUP NOTICE OF EXTRAORDINARY GENERAL MEETING

RNS Number : 5836V

Air China Ld

04 December 2019

 

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this supplemental 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 supplemental 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)

SUPPLEMENTAL  NOTICE  OF  EXTRAORDINARY  GENERAL MEETING

Reference is made to the notice of the extraordinary general meeting (the "Original Notice") of Air China Limited (the "Company") dated 4 November 2019 which sets out the resolutions  to  be  considered by shareholders of the Company (the  "Shareholders")  at  the  extraordinary  general  meeting to be held at 9:00 a.m. on Thursday, 19 December 2019 at The Conference Room C713, No.   30,  Tianzhu  Road,  Airport Industrial  Zone,  Shunyi  District, Beijing,  the  PRC  (the "EGM").

China National Aviation Holding Corporation Limited, the controlling Shareholder of the Company, has submitted two extraordinary proposals  to  the  board (the "Board")  of directors  (the "Director(s)") of the Company. In accordance with the relevant laws and regulations and the Company's articles of association, the Board hereby presents such extraordinary proposals at the EGM for consideration and approval  by Shareholders.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the EGM, which will be held as originally scheduled, will consider and, if thought fit, pass the following  resolutions,  in  addition  to  the resolutions  set  out  in  the  Original Notice:

ORDINARY  RESOLUTIONS

3.               To consider and approve the appointment of Mr. Patrick Healy as a non-executive Director of   the fifth session of the Board of the Company.

For the biographical details of Mr. Patrick Healy, please refer to the Appendix I of this  supplemental  notice.

4.               To consider and approve the appointment of Mr. Zhao Xiaohang as a  supervisor  of  the  fifth session  of  the  Supervisory  Committee  of  the Company.

For the biographical details of Mr. Zhao Xiaohang, please refer to the Appendix II of this supplemental  notice.

By  Order  of  the Board 

Air  China  Limited        

Zhou Feng      Tam  Shuit Mui

Joint  Company Secretaries

Beijing,  the  PRC,  4  December 2019

As at the date of this supplemental notice, the directors of the Company are Mr. Cai Jianjiang, Mr.    Song Zhiyong, Mr. Cao Jianxiong, Mr. Xue Yasong, Mr. Wang Xiaokang*, Mr. Liu Deheng*, Mr.  Stanley  Hui  Hon-chung*  and  Mr.  Li Dajin*.

*    Independent  non-executive  director  of the Company Notes:

(1)             A revised form of proxy is enclosed with this supplemental notice. Whether or not you are able to attend the EGM, you are requested to complete the accompanying revised form of proxy in accordance with the instructions printed thereon and return the same to the  Company's  H  share  registrar,  Computershare  Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan  Chai, Hong Kong as soon as practicable and in any event not less  than  24  hours  before  the  time  appointed for the holding of the EGM or any adjournment thereof (as the case may be). Completion and return of the revised form of proxy will not preclude the shareholders of the Company from attending        and voting in person at the EGM or any adjournment thereof.

(2)             Please refer to the Original Notice for details in respect of the other resolutions to be proposed at the  EGM, eligibility for attending the EGM, appointment of  proxy,  registration  procedures,  closure  of  register  of  members  and  other  relevant matters.

APPENDIX I:

Biographical details of Mr. Patrick Healy ("Mr. Healy") are set out below:

Mr. Patrick Healy, aged 54, graduated from the University of Cambridge with a Bachelor of Arts (Honours) degree in Modern Languages. He joined the Swire Group in August 1988 and  worked in  Swire Group's offices in Hong Kong SAR, Germany and Mainland China. He acted as the  chief executive officer  of Taikoo (Xiamen) Aircraft Engineering  Company Limited from  August 2008 to   July 2012 and the chief executive officer of Swire  Coca-Cola  Limited  from  August  2012  to  September 2019. He has acted as an executive director of the Beverages Division of Swire Pacific  Limited since January 2013, a director of John Swire & Sons (H.K.) Limited since December 2014, and a director of Swire Properties Limited since January 2015. He has been serving as the chairman  of Swire Coca-Cola Limited since October 2019 and the chairman of Cathay Pacific Airways Limited since  November 2019.

Save as disclosed above and as at 3 December 2019 (the "Latest Practicable Date  of  this  Supplemental Notice"), Mr. Healy does not have any relationship with any directors, senior management, substantial shareholder(s) or controlling shareholder(s) of  the  Company  or  hold  any  other positions in the Company or any of its subsidiaries, or any  directorships  in  other  listed companies  in  the  last  three years.

As at the Latest Practicable Date of this Supplemental Notice, Mr. Healy 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).

Upon approval of Mr. Healy's appointment at a general meeting of the Company, Mr. Healy will  enter into a service contract with the Company for a term commencing on the date of approval by the shareholders of their appointment and ending on the expiry of the term of the current session of the Board. Mr. Healy will not receive any remuneration for his serving as director of the Company.

Save as disclosed above, the Board is not aware of any other matters in relation to the proposed appointment of Mr. Healy as non-executive Director that need to be brought to the attention of the shareholders of the Company nor any information that is required to be disclosed pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange  of  Hong  Kong Limited.

APPENDIX II:

Biographical details of Mr. Zhao Xiaohang ("Mr. Zhao") are set out below:

Mr. Zhao Xiaohang, aged 57, graduated from Tsinghua University majoring in management  engineering and holds a postgraduate diploma  and  a  master's  degree. Mr.  Zhao  served  as  director, vice president and Secretary of the Commission for Discipline Inspection of China National Aviation Corporation (Group) Limited from May 2004 to February 2011. He concurrently served as director of China National Aviation Company Limited from July 2005 to November 2015 and general manager  of China National Aviation Company Limited from July 2005 to May 2016, and director and general manager of China National Aviation Corporation (Macau) Company Limited from April 2007 to  February 2016. He also served as chairman, executive director and general manager of Air Macau Company Limited from December 2009 to April 2011. Mr. Zhao has also been  serving  as  vice  president and a member of the Standing Committee of the Communist Party  Committee  of  the  Company since February 2011. He is also a  director  of  Shandong  Aviation  Group  Co.,  Ltd.  since April 2011 and chairman of Dalian Airlines Company Limited since August 2011. Mr. Zhao was also appointed as the chairman of Air Macau Company Limited in March 2016,  a  member  of  the Communist Party Group of China National Aviation Holding Corporation  Limited in August 2016,   Vice General Manage of China National Aviation Holding Corporation Limited as well  as  vice  chairman of China National Aviation Corporation (Group) Limited and chairman of China National Aviation Media Co., Ltd. in December 2016. Mr. Zhao was appointed as the chairman  of  China  National Aviation Capital Holding Co., Ltd. in September 2018.

Save as disclosed above and as at the Latest Practicable Date of this Supplemental Notice, Mr. Zhao does not have any relationship with any directors, senior management, substantial shareholder(s) or controlling shareholder(s) of the Company or hold any other positions in the Company or any of its subsidiaries, or any directorships in other listed companies in the last three years.

As at the Latest Practicable Date of this Supplemental Notice, Mr. Zhao 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).

Upon approval of Mr. Zhao's appointment at a general meeting of the Company, Mr. Zhao 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 ending on the expiry of the term of the current session of the Supervisory Committee; Mr. Zhao will not receive any remuneration for his serving as supervisor of     the Company.

Save as disclosed above, the Supervisory Committee is not aware of any other matters in relation to the proposed appointment of Mr. Zhao as the shareholder representative supervisor of the Company  that need to be brought to the attention of the shareholders of the Company nor any information that is required to be disclosed pursuant to Rule 13.51(2) of  the Rules Governing the Listing of Securities    on The Stock Exchange of Hong Kong Limited.

 

END

 

 

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