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Exchange of Hong Kong Limited take no responsibility for the
contents of this notice, make no representation as to its accuracy
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any part of the contents of this 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)
NOTICE OF EXTRAORDINARY GENERAL
MEETING
NOTICE IS HEREBY GIVEN that an
extraordinary general meeting (the "EGM") of Air China Limited (the
"Company") will be held at
11:00 a.m. on Tuesday, 25 February 2025 at The Conference Room
C713, No. 30 Tianzhu Road, Airport Industrial Zone, Shunyi
District, Beijing, the PRC to consider and, if thought fit, to pass
the following resolutions:
ORDINARY RESOLUTION
1. To consider and approve
the Remuneration of the Directors of the Seventh Session of the
board (the "Board") of
directors (the "Director(s)") of the
Company.
ORDINARY RESOLUTIONS (BY WAY OF
CUMULATIVE VOTING)
2.00 To consider and approve the election of non-independent
Directors of the seventh session of the Board:
2.01 To consider and approve the election of Mr. Ma Chongxian as an
executive Director of the seventh session of the Board;
2.02 To consider and approve the election of Mr. Wang Mingyuan as
an executive Director of the seventh session of the
Board;
2.03 To consider and approve the election of Mr. Cui Xiaofeng as a
non-executive Director of the seventh session of the
Board;
2.04 To consider and approve the election of Mr. Patrick Healy as a
non-executive Director of the seventh session of the
Board.
3.00 To consider and approve the election of independent
non-executive Directors of the seventh session of the
Board:
3.01 To consider and approve the election of Mr. Xu Niansha as an
independent non-executive Director of the seventh session of the
Board;
3.02 To consider and approve the election of Mr. He Yun as an
independent non-executive Director of the seventh session of the
Board;
3.03 To consider and approve the election of Ms. Winnie Tam Wan-chi
as an independent non- executive Director of the seventh session of
the Board;
3.04 To consider and approve the election of Mr. Gao Chunlei as an
independent non-executive Director of the seventh session of the
Board.
"Cumulative voting system" will be
used in respect of voting on all sub-resolutions under resolutions
no. 2.00 and no. 3.00. Please refer to Note 3 of this notice for
details.
For biographical details of the
Director candidates of the seventh session of the Board, please
refer to the Appendix to this notice.
By Order of the
Board
Air
China Limited
Xiao
Feng Huen Ho Yin
Joint Company Secretaries
Beijing, the PRC, 7 February
2025
As
at the date of this notice, 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 Notes:
1.
Closure of
register of members and eligibility for attending and voting at the
EGM
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, H shareholders of the Company (the "Shareholder(s)") must lodge the
instruments of transfer accompanied by share certificates and other
appropriate documents 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.
2.
Proxy
Every Shareholder who has the right
to attend and vote at the EGM is entitled to appoint one or more
proxies, whether or not they are members of the Company, to attend
and vote on his/her behalf at the EGM.
A proxy shall be appointed by an
instrument in writing. Such instrument shall be signed by the
appointor or his attorney duly authorized in writing. If the
appointor is a legal person, then the instrument shall be signed
under a legal person's seal or signed by its director or an
attorney duly authorized in writing. The instrument appointing the
proxy for holders of H Shares shall be deposited at the Company's H
share registrar not less than 24 hours before the time specified
for the holding of the EGM (or any adjournment thereof). If the
instrument appointing the proxy is signed by a person authorized by
the appointor, the power of attorney or other document of authority
under which the instrument is signed shall be notarized. The
notarized power of attorney or other document of authority shall be
deposited together and at the same time with the instrument
appointing the proxy at the Company's H share registrar.
3.
Cumulative Voting
System
According to Article 102 of the
articles of association of the Company, when electing two or more
Directors at a Shareholders' general meeting, such Directors will
be elected through the cumulative voting. The number of total votes
that a Shareholder can exercise is decided by the following
factors: (i) the number of shares held by such Shareholders, and
(ii) the number of Directors to be elected. For every share held by
a Shareholder who participates in the voting, the Shareholder will
have the same number of voting rights which equals the number of
Directors to be elected. A Shareholder may give his or her votes to
one candidate or divide his or her votes among several candidates.
Directors are elected at the EGM based on the total number of votes
he or she receives.
4.
Other
businesses
(i) The EGM is expected to last for no more than a half of a
business day. Shareholders and proxies attending the meeting shall
be responsible for their own traveling and accommodation
expenses.
(ii) The
address of Computershare Hong Kong Investor Services Limited is:
17M Floor
Hopewell Centre
183 Queen's Road East Wan
Chai
Hong Kong
Tel No.: (852) 2862 8628
Fax No.: (852) 2865 0990
Appendix:
Biographical details of the Director
candidates of the seventh session of the Board are set out
below:
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 (i) their
independence as regards each of the factors referred to in Rule
3.13(1) to (8) of The Rules Governing the Listing of Securities on
The Stock Exchange of Hong Kong Limited ("Hong Kong Listing Rules"); (ii) that
they do not have any past or present financial or other interest in
the business of the Group or any
connection with any core connected person (as defined in the Hong
Kong Listing Rules) of the Company, and (iii) that there are no
other factors that may affect their independence at the time of
their proposed appointments. 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.
Save as disclosed above and as at
the latest practicable date of this notice (i.e. 5 February 2025)
(the "Latest Practicable
Date"), 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 Latest
Practicable Date, 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.
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 (the "Remuneration of the Directors of the Seventh
Session of the Board"). 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 and
shall be eligible for re-election upon the expiry of the term of
office.
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.
