Last checked at 4 Dec 2019 07:00
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.