Last checked at 30 Apr 2020 07:00
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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)
PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR
The board of directors (the "Board") of Air China Limited (the "Company") announces that it resolved to propose the appointment of Mr. Duan Hongyi ("Mr. Duan") as an independent non- executive director of the Company on 29 April 2020. An ordinary resolution to consider and approve the appointment of Mr. Duan as an independent non-executive director of the Company will be proposed at a general meeting of the Company.
Mr. Duan Hongyi, aged 57, is a professorate senior accountant and a holder of master degree in business administration. He held various positions including vice director, director of planning and accounting department and vice chief accountant of Harbin Electric Company Limited, deputy general manager of the Harbin Turbine Company Limited and vice chairman of Harbin Power Technology & Trade Incorporation. He was also the deputy general manager of Harbin Electric Corporation, the director of Harbin Electric Company Limited and the chairman of Harbin Electric Finance Company Limited. He served as an executive director and general manager of Nam Kwong (Group) Company Limited, as well as a director and general manager of Nam Kwong (Group) Company Limited [China Nam Kwong (Group) Company Limited]. He has been a professional external director for state-owned enterprises since November 2019. He has also served as the external director of both China Telecommunications Corporation and China National Nuclear Corporation since March 2020.
Mr. Duan has confirmed that he meets the independence guidelines 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. Duan has also confirmed that (i) he does not hold any directorship in other listed companies, the securities of which are listed on any securities market in Hong Kong or overseas, or any other positions in the Company or any of its subsidiaries in the last three years; (ii) he does not have any relationship with any directors, supervisors, senior management, substantial shareholder(s) or controlling shareholder(s) (as defined under the Listing Rules) of the Company; and (iii) 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) as at the date of this announcement.
Upon approval of Mr. Duan's appointment at a general meeting of the Company, Mr. Duan 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 Board. The emoluments to be received by Mr. Duan 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.
During the period when Mr. Duan served as director of Acheng Relay Company Limited (formerly an A share listed company), the company and its relevant directors were penalized by China Securities Regulatory Commission in July 2008 due to failure to disclose the assumption of bank loan debts and finance costs for controlling shareholders in the annual report as required. The Board is of the view that such penalties were made a long time before and given the professional competence and extensive management experience of Mr. Duan, the Board believes that he is suitable for the position of independent non-executive 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. Duan 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
Zhou Feng Huen Ho Yin
Joint Company Secretaries
Beijing, the PRC, 29 April 2020
As at the date of this announcement, the directors of the Company are Mr. Cai Jianjiang, Mr. Song Zhiyong, Mr. Patrick Healy, Mr. Xue Yasong, Mr. Wang Xiaokang*, Mr. Stanley Hui Hon-chung* and Mr. Li Dajin*.
* Independent non-executive director of the Company