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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)
RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR
The board (the "Board") of directors ("Director(s)") of Air China Limited (the "Company") announces that, the Board received a resignation letter from Mr. Li Fushen ("Mr. Li"), by reason of age, Mr. Li resigned from his positions as an independent non-executive Director, the chairman and a member of the Audit and Risk Management Committee (the Supervision Committee) of the Board, a member of the Nomination Committee of the Board, a member of the Remuneration and Appraisal Committee of the Board, a member of the Strategy and Investment Committee of the Board and a member of the Aviation Safety Committee of the Board with effect from 30 August 2024.
Mr. Li has confirmed that he has no disagreement with the Board and the Company and that there is no any other matter relating to his resignation that needs to be brought to the attention of the shareholders of the Company and the Board. The Board would like to express its sincere appreciation to Mr. Li for his outstanding contribution to the Company during his tenure of office.
Following the resignation of Mr. Li, the Company will fail to meet (i) the composition requirement of board of directors that the board of directors shall include at least one independent non-executive director who has appropriate professional qualifications or accounting or related financial management expertise under Rule 3.10(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"); (ii) the composition requirement of audit committee that the audit committee shall comprise a minimum of three members, at least one of whom is an independent non-executive director with appropriate professional qualifications or accounting or related financial management expertise and the audit committee shall be chaired by an independent non-executive director under Rule 3.21 of the Listing Rules; and (iii) the composition requirement of nomination committee that the nomination committee shall comprise a majority of independent non-executive directors under Rule 3.27A of the Listing Rules.
The Company will seek suitable candidate to fill the vacancy and expects replacement to be appointed within three months from the date hereof pursuant to Rules 3.10(2), 3.21 and 3.27A of the Listing Rules. The Company will make further announcement(s) as and when appropriate.
By Order of the Board
Air China Limited
Xiao Feng Huen Ho Yin
Joint Company Secretaries
Beijing, the PRC, 30 August 2024
As at the date of this announcement, 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
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