TIDMAIRC
RNS Number : 2783J
Air China Ld
02 April 2015
If you are in any doubt as to any aspect of this circular, you
should consult a stockbroker or other registered dealer in
securities, bank manager, solicitor, professional accountant or
other professional adviser.
If you have sold or transferred all your shares of Air China
Limited, you should at once hand this circular to the purchaser or
transferee or to the bank, stockbroker or other agent through whom
the sale was effected for transmission to the purchaser or the
transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange
of Hong Kong Limited take no responsibility for the contents of
this circular, 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 circular.
AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's
Republic of China with limited liability)
(Stock Code: 00753)
(I) GENERAL MANDATE TO ISSUE SHARES
(II) GENERAL MANDATE TO ISSUE DEBT FINANCING INSTRUMENTS (III)
PROPOSED PAYMENT OF FINAL DIVIDENDS
(IV) PROPOSED APPOINTMENT OF DIRECTOR AND
NOTICE OF ANNUAL GENERAL MEETING
A letter from the Board is set out on pages 3 to 10 of this
circular.
A notice convening the annual general meeting of the Company to
be held at 2:00 p.m. on Friday, 22 May
2015 at The Conference Room One, 29/F, Air China Building, 36
Xiaoyun Road, Chaoyang District, Beijing, PRC, is set out on pages
IV-1 to IV-4 of this circular. Whether or not you are able to
attend the AGM, you are requested to complete and return the
accompanying form of proxy in accordance with the instructions
printed thereon as soon as possible but in any event not less than
24 hours before the time appointed for convening the AGM or any
adjournment thereof. Completion and return of the form of proxy
will not preclude you from attending and voting in person at the
AGM or any adjournment should you so wish.
2 April 2015
Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . 1
Letter from the Board . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . .
. . . . . 3
Appendix I - 2014 Work Report of the Board of Directors . . . .
. . . . . . . . . . . . . . . .
I-1
Appendix II - 2014 Work Report of the Supervisory Committee . .
. . . . . . . . . . . . . . .
II-1
Appendix III - 2014 Duty Report of The Independent Non-Executive
Directors . . . . . . .
III-1
Appendix IV - Notice of Annual General Meeting . . . . . . . . .
. . . . . . . . . . . . . . . . . .
IV-1
In this circular, the following expressions have the following
meanings, unless the context requires otherwise:
"A Shares" ordinary shares in the share capital
of the Company with a nominal value
of RMB1.00 each, which are subscribed
for and traded in RMB on the Shanghai
Stock Exchange
"AGM" the 2014 annual general meeting of
the Company to be held at 2:00 p.m.
on Friday, 22 May 2015 at The Conference
Room One, 29/F, Air China Building,
36 Xiaoyun Road, Chaoyang District,
Beijing, PRC for the Shareholders to
consider and approve the resolutions
set out in the notice of the annual
general meeting
"Articles of Association" the articles of association of the
Company
"Board" the board of directors of the Company
"Cathay Pacific" Cathay Pacific Airways Limited
"Company" Air China Limited, a company incorporated
in the PRC, whose H Shares are listed
on the Stock Exchange as its primary
listing venue and on the Official List
of the UK Listing Authority as its
secondary listing venue, and whose
A Shares are listed on the Shanghai
Stock Exchange
"CSRC" China Securities Regulatory Commission
of the PRC
"Debt Financing Instruments" the debt financing instruments denominated
in RMB or foreign currencies to be
issued by the Company and/or its controlled
or wholly-owned subsidiary in one or
multiple tranches, including but not
limited to corporate bonds, ultra-short-term
commercial paper, short-term commercial
paper, mid-term notes, domestic non-public
targeted debt financing instruments,
overseas non-public targeted debt financing
instruments and overseas bonds/notes
"Director(s)" the director(s) of the Company
"Group" the Company and its subsidiaries
"H Shares" overseas listed foreign shares of RMB1.00
each in the share capital of the Company
"Hong Kong" or "HKSAR" Hong Kong Special Administrative Region
of the PRC
"Latest Practicable Date" means 30 March 2015, being the latest
practicable date prior to the printing
of this circular for ascertaining certain
information contained herein
"Listing Rules" The Rules Governing the Listing of
Securities on The
Stock Exchange of Hong Kong Limited
"PRC" the People's Republic of China, excluding,
for the purpose of this circular only,
Hong Kong, Macau and Taiwan
"Shareholder(s)" registered holder(s) of the shares
of the Company
"Stock Exchange" The Stock Exchange of Hong Kong Limited
Supervisory Committee" the supervisory committee of the Company
AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's
Republic of China with limited liability)
(Stock Code: 00753)
Directors:
Non-Executive Directors: Cai Jianjiang (Chairman) Wang
Yinxiang
Cao Jianxiong
Feng Gang
John Robert Slosar
Sai Cheung Shiu, Ian
Executive Directors:
Song Zhiyong (President)
Fan Cheng
Independent Non-Executive Directors:
Fu Yang
Yang Yuzhong
Pan Xiaojiang
To Chi Keung, Simon
Registered Address:
Blue Sky Mansion
28 Tianzhu Road Airport Industrial Zone Shunyi District
Beijing, PRC
Principal Place of Business in Hong Kong:
5th Floor, CNAC House
12 Tung Fai Road
Hong Kong International Airport
Hong Kong
2 April 2015
To the Shareholders
Dear Sir or Madam,
(I) GENERAL MANDATE TO ISSUE SHARES
(II) GENERAL MANDATE TO ISSUE DEBT FINANCING INSTRUMENTS (III)
PROPOSED PAYMENT OF FINAL DIVIDENDS
(IV) PROPOSED APPOINTMENT OF DIRECTOR AND
NOTICE OF ANNUAL GENERAL MEETING
I. INTRODUCTION
It is proposed that at the annual general meeting of the Company
to be held on Friday, 22 May 2015, the notice of which is set out
on pages IV-1 to IV-4 of this circular, resolutions will be
proposed to, among others, (i) give general mandates to the
Directors to issue shares and increase the registered capital of
the Company; (ii) give a general mandate to the Directors to issue
debt financing instruments; (iii) approve the proposed payment of
final dividends for the year ended 31 December 2014; and (iv)
appoint a new independent non-executive Director.
II. GENERAL MANDATE TO ISSUE SHARES
In order to ensure flexibility and to give discretion to the
Directors in the event that it becomes desirable to issue any
shares, a special resolution will be proposed at the AGM to give an
unconditional general mandate to the Directors during the Relevant
Period (as defined in the accompanying notice of the AGM), to
separately or concurrently, allot, issue, and deal with additional
A Shares and/or H Shares of the Company and to make or grant
offers, agreements or options in respect thereof, with an aggregate
nominal value of not exceeding 20% of the aggregate nominal amount
of each of the existing A Shares and H Shares of the Company in
issue as at the date of the relevant resolution to be proposed and
passed at the AGM (the "Share Issue Mandate"). The Share Issue
Mandate will lapse at the conclusion of the Relevant Period. The
Company shall obtain the approval of the CSRC and other relevant
authorities for any issue of new shares under the Share Issue
Mandate.
The special resolution will also propose to give a conditional
general mandate to the Directors to increase the registered capital
of the Company to reflect the issuance of shares authorised under
the Share Issue Mandate, and to make such appropriate and necessary
amendments to the Articles of Association as they think fit to
reflect such increase in the registered capital of the Company and
to take any other action and complete any formality required to
effect such increase of the registered capital of the Company.
III. GENERAL MANDATE TO ISSUE DEBT FINANCING INSTRUMENTS
1. Background
Given the general mandate to issue debt financing instruments
granted by Shareholders at the last annual general meeting will
lapse at the conclusion of the AGM, a special resolution will be
proposed at the AGM to grant a general mandate to the Directors to
issue the Debt Financing Instruments (the "Debt Financing
Instrument Issue Mandate").
2. Particulars of Debt Financing Instruments
Particulars regarding the proposed issuance of the Debt
Financing Instruments are as follows:
(i) Issuer: the Company and/or its wholly-owned
or controlled
subsidiary
(ii) Placing arrangement: no preferential placement to the Shareholders
(iii) Issue size the total balance of the Debt Financing
Instruments outstanding will fall within
the requirements under relevant laws
and regulations as well as those specified
by regulatory authorities
(iv) Term and type not more than 15 years for one single-term
instrument or a portfolio of instruments
with various terms
(v) Use of proceeds: the proceeds to be raised from the
issuance are intended to be used towards
meeting the demand of the Company's
operations, adjusting its debt structure,
replenishing its working capital and/or
funding its capital investments, among
others
(vi) Term of validity from the date of the passing of the
of the resolution: resolution at the AGM
to the date of the annual general meeting
of the Company for the year ending
31 December 2015
If the Board and/or its authorised person have resolved to issue
the Debt Financing Instruments within the term of the Debt
Financing Instrument Issue Mandate and the Company has obtained the
approval, permission or registration for the issuance from the
relevant regulatory authorities within the same period, the Company
may complete the issuance within the validity period of such
approval, permission or registration.
3. Authorisation to the Board
3.1 It is proposed to the Shareholders at the AGM to authorise
the Board, generally and unconditionally, to deal with the
following in accordance with the specific needs of the Company and
market conditions:
(i) to determine the issuer, issue size, type, specific
instruments, detailed terms, conditions and other matters relating
to the issuance (including, but not limited to, the issue size,
principle amount, currency, issue price, interest rate or mechanism
for determining the interest rate, issue place, issue timing, term,
whether or not to issue in multiple tranches and number of
tranches, whether or not to set repurchase or redemption terms,
credit rating, guarantee, repayment term, specific fund-raising
arrangements within the scope approved at a general meeting,
detailed placing arrangements, underwriting arrangements and all
other matters relating to the issuance);
(ii) to carry out all necessary and ancillary actions and
procedures (including, but not limited to, select and engage
intermediary institutions, handle all approval, registration and
filing procedures with the relevant regulatory authorities in
connection with the issuance on behalf of the Company, execute all
necessary documents, select bonds trustee manager for the issuance,
formulate rules for the bondholders' meeting and handle any other
matters relating to the issuance and trading);
(iii) to approve, confirm and ratify any action or procedure
relating to the issuance as mentioned above already taken by the
Company;
(iv) to make adjustments to the specific proposals for the
issuance in accordance with the comments from the relevant
regulatory authorities or the market conditions within the
authority granted at a general meeting, in the case of any change
in policies of regulatory bodies in relation to the issuance, or
any change of market conditions, except where voting at a general
meeting is required by any relevant laws and regulations and the
articles of association of the Company;
(v) to determine and handle all relevant matters relating to the listing of the Debt
Financing Instruments upon the completion of the issuance;
(vi) in the case of issuance of corporate bonds, to determine
not to distribute dividends to the Shareholders to safeguard
repayment of debts as required under the relevant laws and
regulations in the event that the Company expects to, or does fail
to pay the principal and/or coupon interests of such bonds as they
fall due; and
(vii) to approve, execute and dispatch any announcements or
circulars relating to the issuance and make any related disclosure
in accordance with the listing rules of the relevant jurisdictions
where the shares of the Company are listed.
3.2 Upon the approval of paragraph 3.1 above at the AGM, it is
proposed that the Shareholders shall authorise the Board to
delegate the authorisations set forth in items (i) to (vi) of
paragraph 3.1 above to the president and/or the general accountant
of the Company.
3.3 Upon the approval of paragraph 3.1 above at the AGM, it is
proposed that the Shareholders shall authorise the Board to
delegate the authorisation set forth in item (vii) of paragraph 3.1
above to the secretary of the Board.
IV. PROPOSED PAYMENT OF FINAL DIVIDENDS
Reference is made to the results announcement of the Company
dated 26 March 2015 in respect of the recommended payment of a
final dividend of RMB0.5223 (including tax) per ten shares for the
year ended 31 December 2014.
Based on the 2014 profit distribution proposal of the Company,
the Company will appropriate 10% of the balance of the net profit
of the Company of the year 2014 as set out in the financial
statements prepared under the PRC Accounting Standards into the
discretionary surplus reserve and distribute a cash dividend of
RMB683 million, or RMB0.5223 (including tax) per ten shares based
on the total number of 13,084,751,004 shares of the Company as at
the Latest Practicable Date, for the year 2014.
The proposed payment of the 2014 final dividends is subject to
shareholders' approval at the AGM. The 2014 final dividends will be
paid to shareholders whose names appear on the register of members
of the Company at the close of business on Friday, 29 May 2015.
Dividends payable to the Shareholders shall be denominated and
declared in Renminbi. Dividends payable to the holders of A shares
shall be paid in Renminbi while dividends payable to the holders of
H shares shall be paid in Hong Kong dollars. The amount of Hong
Kong dollars payable shall be calculated on the basis of the
average of the middle rate of Renminbi to Hong Kong dollars as
announced by the People's Bank of China for the calendar week prior
to the declaration of the 2014 final dividends (if approved) at the
AGM.
In accordance with the "Enterprise Income Tax Law of the
People's Republic of China" and the "Rules for the Implementation
of the Enterprise Income Tax Law of theople's Republic of China" (
), both implemented on 1 January 2008 and the "Notice of the State
Administration of Taxation on Issues Relevant to the Withholding of
Enterprise Income Tax on Dividends Paid by PRC Enterprises to
Offshore Non-resident Enterprise Holders of H Shares" (Guo Shui
Han[2008] No. 897) ( H ( [2008]897 )) promulgated on 6 November
2008, the Company is obliged to withhold and pay PRC enterprise
income tax on behalf of non-resident enterprise shareholders at a
tax rate of 10% from 2008 onwards when the Company distributes any
dividends to non- resident enterprise shareholders whose names
appear on the register of members of H Shares of the Company. As
such, any H shares of the Company which are not registered in the
name(s) of individual(s) (which, for this purpose, includes shares
registered in the name of HKSCC Nominees Limited, other nominees,
trustees, or other organisations or groups) shall be deemed to be H
shares held by non-resident enterprise shareholder(s), and the PRC
enterprise income tax shall be withheld from any dividends payable
thereon. Non-resident enterprise shareholders may wish to apply for
a tax refund (if any) in accordance with the relevant requirements,
such as tax agreements (arrangements), upon receipt of any
dividends.
In accordance with the "Circular on Certain Issues Concerning
the Policies of Individual Income Tax"(Cai Shui Zi [1994] No. 020)
( ( [1994]020 )) promulgated by the Ministry of Finance and the
State Administration of Taxation on 13 May 1994, overseas
individuals are, as an interim measure, exempted from the PRC
individual income tax for dividends or bonuses received from
foreign-invested enterprises. As the Company is a foreign-invested
enterprise, the Company will not withhold and pay the individual
income tax on behalf of individual shareholders when the Company
distributes the 2014 final dividends to individual shareholders
whose names appear on the register of members of H shares of the
Company.
Shareholders are recommended to consult their tax advisors
regarding the ownership and disposal of
H shares of the Company in the PRC and in Hong Kong and other
tax effects.
V. PROPOSED APPOINTMENT OF DIRECTOR
On 26 March 2015, the Board resolved to propose that Mr. Stanley
Hui Hon-chung be appointed as an independent non-executive
Director. Mr. Hui has confirmed that he has fulfilled the
independence requirements as set out in Rule 3.13 of the Listing
Rules. The Company considered Mr. Hui to be independent pursuant to
the independence guidelines under the Listing Rules. An ordinary
resolution to consider and approve the appointment of Mr. Stanley
Hui Hon-chung as an independent non-executive Director will be
proposed at the AGM.
Mr. Stanley Hui Hon-chung, aged 65, holds a Bachelor Degree of
Science from the Chinese University of Hong Kong. He joined Cathay
Pacific in 1975 and held a range of management positions in Hong
Kong and overseas. From 1990 to 1992, he served as General Manager
of Planning and International Affairs of Hong Kong Dragon Airlines
Limited. In 1992, he became Chief Representative of John Swire
& Sons (China) in Beijing. From 1994 to 1997, he worked as the
President of AHK Air Hong Kong Limited. From 1997 to 2006, he
joined Hong Kong Dragon Airlines Limited as Chief Executive
Officer. From February 2007 to July 2014, he served as Chief
Executive Officer of Airport Authority Hong Kong. Mr. Hui was
appointed as member of the Greater Pearl River Delta Business
Council twice by the Chief Executive of the HKSAR, and held civic
duties including member of the Commission on Strategic Development
of the HKSAR Government, member of the Hong Kong Government's
Aviation Development Advisory Committee and member of the Hong Kong
Tourism Board. Mr. Hui is currently the member of the 12th National
Committee of Chinese People's Political Consultative Conference and
the General Committee of the Hong Kong General Chamber of Commerce.
In July 2006, Mr. Hui was appointed as a Justice of the Peace by
the Chief Executive of the HKSAR.
Save as disclosed above, Mr. Hui has not held any directorship
in public companies the securities of which are listed on any
securities market in Hong Kong or overseas or taken up a position
in any affiliated companies of the Company over the past three
years, nor does Mr. Hui have any relationship with any other
Directors, senior management, substantial or controlling
shareholders of the Company. As at the date of this announcement,
Mr. Hui does not have any interest in shares of the Company within
the meaning of Part XV of the Securities and Futures Ordinance
(Cap. 571 of the Laws of Hong Kong).
Mr. Hui will enter into a service contract with the Company and
will receive an annual emolument of RMB150,000 (before taxation)
from the Company as the independent non-executive Director during
his tenure. The term of Mr. Hui's office shall commence on the date
of approval by the Shareholders of his appointment and shall end on
the expiry of the term of the current session of the Board.
Save as disclosed above, there is no information to be disclosed
on items (h) to (v) in Rule 13.51(2) of the Listing Rules, and
there are no other matters in respect of the proposed appointment
of Mr. Hui that need to be brought to the attention of the
Shareholders.
VI. 2014 WORK REPORT OF THE BOARD OF DIRECTORS
An ordinary resolution will be proposed at the AGM to approve
the 2014 work report of the Board, the full text of which is set
out in Appendix I to this circular.
VII. 2014 WORK REPORT OF THE SUPERVISORY COMMITTEE
An ordinary resolution will be proposed at the AGM to approve
the 2014 work report of the
Supervisory Committee, the full text of which is set out in
Appendix II to this circular.
VIII. RECOMMENDATION
The Directors consider that the proposed resolutions set out in
the notice of the AGM are in the best interests of the Company and
the Shareholders as a whole and accordingly recommend the
Shareholders to vote in favour of all the resolutions at the
AGM.
IX. DUTY REPORT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS
At the AGM, the Shareholders will be presented with the 2014
duty report of the independent non- executive Directors of the
Company, the full text of which is set out in Appendix III to this
circular.
X. AGM
The Company will convene the AGM at The Conference Room One,
29/F, Air China Building, 36
Xiaoyun Road, Chaoyang District, Beijing, PRC at 2:00 p.m. on
Friday, 22 May 2015. A notice of AGM, a form of proxy and an
attendance notice will be dispatched to the Shareholders in
accordance with the Listing Rules on Thursday, 2 April 2015. The
notice of AGM is reproduced on pages IV-1 to IV-4 of this
circular.
Whether or not you intend to attend the AGM, you are requested
to complete and return the form of proxy in accordance with the
instruction printed thereon. If you intend to attend the AGM, you
are required to complete and return the notice of attendance to the
Company's H share registrar, Computershare Hong Kong Investor
Services Limited on or before Saturday, 2 May 2015.
Completion and return of the form(s) of proxy will not preclude
you from attending and voting in person at the meetings or at any
adjournment should you so wish and completion and return of the
notice of attendance do not affect the right of a shareholder to
attend the respective meeting.
XI. GENERAL INFORMATION
The Company will close its register of members and suspend the
registration of transfer of shares from Wednesday, 22 April 2015 to
Friday, 22 May 2015 (both days inclusive) in order to determine the
shareholders list of the Company who will be entitled to attend and
vote at the AGM.
Shareholders of the Company whose names appear on the register
of members of the Company on the close of business of Tuesday, 21
April 2015 may attend the AGM after completing the registration
procedures. In order to qualify for attendance at the AGM,
instruments of transfer accompanied by share certificates and other
appropriate documents must be lodged with the Company's H share
registrar, Computershare Hong Kong Investor Services Limited, by
4:30 p.m. on Tuesday, 21 April 2015.
Shareholders who intend to attend the AGM have to deliver the
notice of attendance to the Company's H share registrar,
Computershare Hong Kong Investor Services Limited in person or by
post or fax on or before Saturday, 2 May 2015.
By order of the Board Cai Jianjiang Chairman
Beijing, the PRC
The civil aviation industry witnessed a slowdown in its growth
in 2014, against the backdrop of slow recovery of the global
economy and China's ongoing structural adjustments with stabilised
economic growth. In such a sophisticated operating environment, the
Board of Directors of the Company made well- grounded judgments on
the situation, led the management to cope with challenges through
reforms and innovations, and maintained stable progress and
achieved satisfactory results in various aspects, such as safety,
efficiency, service and management. With regard to corporate
governance, the Board of Directors earnestly performed the duties
conferred upon it by the Company Law of the PRC and other laws and
regulations as well as the Articles of Association, the Rules of
Procedures for the Shareholders' General Meeting and the Rules of
Procedures for Meetings of the Board of Directors, and constantly
enhanced its decision-making expertise in the interests of the
Shareholders and the Company as a whole. The Board of Directors
hereby presents the work report for the year 2014 as follows:
I. CONVENING THE GENERAL MEETINGS TO EFFECTIVELY PROTECT THE
INTERESTS OF OUR SHAREHOLDERS.
Upon proposal and request of the Board of Directors, the Company
held a total of one annual general meeting and two extraordinary
general meetings in 2014, which were organised and convened legally
and in strict accordance with the relevant procedures. The meetings
produced 12 resolutions, including those approving the work report
of the Board of Directors, the work report of the Supervisory
Committee, the financial statements of the Company, the 2013 profit
distribution plan, the reappointment of our auditors, the increase
of remunerations of independent Directors, the election of
Directors, the general mandate to issue shares and debt financing
instruments, and the renewal of trademark licensing framework
agreement for
2015-2017 with China National Aviation Holding Company, and
authorised the Board of Directors and/or the relevant authorities
to deal with the specific issues.
The Board of Directors has carefully implemented the resolutions
of the general meetings, including but not limited to distribution
of the final dividends for 2013 within the time frame set forth in
the Articles of Association, adjustment to remunerations of
independent Directors, appointment of three Directors nominated to
the general meeting, and performance of the renewed trademark
licensing framework agreement with China National Aviation Holding
Company. As at 31 December 2014, all resolutions passed at the
general meetings had been implemented.
To establish effective communication channels with our
shareholders, especially the minority shareholders, the Board of
Directors actively created opportunities for the minority
Shareholders to meet face-to-face with the Board members during the
general meetings. At the general meetings, the Directors and
members of the senior management of the Company also answered the
questions of the Shareholders' common interest and listened to
their opinions and suggestions. Meanwhile, the Board of Directors
took initiatives to promote online voting during the general
meetings and further reviewed and standardised the online vote
counting procedures, leading to the improvement in quality and
efficiency of meetings. As a result, we ensured that all our
shareholders enjoy equal opportunities in their exercise of rights
of timely knowledge, participation and voting on the significant
events of the Company, which has effectively safeguarded the
interests of all our shareholders.
II. ORGANISING AND ATTENDING THE BOARD MEETINGS, DULY PERFORMING
ITS DECISION-MAKING DUTIES.
The Board of Directors performed its decision-making duties
mainly by organising and attending the Board meetings. In 2014, the
Board of Directors held 12 meetings and considered and approved a
total of 43 motions, including but not limited to the annual
financial plans, the capital expenditure plans, the fuel hedging
strategies, regular reports, profit distribution scheme, the
election of Chairman of the Board of Directors, the nomination of
director candidates, the adjustment to the composition of the
special committees of the Board of Directors, the appointment of
senior management members, the capital injection into Air China
Cargo Co., Ltd. together with Cathay Pacific Airways Limited, the
provision of guarantee to our subsidiary Total Transform Group
Ltd., the introduction of 60 aircraft of the B737 series, the
capital increase in China National Aviation Finance Co., Ltd., and
the approval of the Management Measures on Internal Control
Evaluation of Air China Limited. The meetings were all prepared and
convened in strict accordance with the provisions of the Articles
of Association and the Rules of Procedure for Meetings of the Board
of Directors of the Company, and the procedures and agenda of the
meeting were reasonable and efficient. In order to ensure quality
and efficiency of decision-making, the Directors would go through
and study the proposals carefully before the meetings, and would
communicate with the management or the relevant departments when
necessary, or hold a "pre-meeting meeting" to discuss the matter
thoroughly. The Directors tried their best to be present, or attend
the meeting via electronic means. In each meeting, the Directors
would discuss the proposals thoroughly and actively participate in
decision-making.
While performing their duties in a diligent manner, the
Directors also attached great importance to the tracking and
monitoring of implementation of their resolutions. The Board of
Directors would regularly review the report on implementation of
Board resolutions submitted by the management, so as to catch up
with the progress of resolution implementation, address the
problems arising therefrom, and come up with requirements on the
following steps. From the feedback of implementation of the
resolutions in 2014, we believed that most of them have been
properly implemented.
III. THE SPECIAL COMMITTEES PERFORMING THEIR DUTIES DILIGENTLY
IN ASSISTING THE BOARD OF DIRECTORS IN DECISION-MAKING.
The special committees under the Board of Directors are
supporting bodies whose duties are to ensure effective
decision-making by the Board, mainly by holding committee meetings,
attending important meetings at the corporate level and carrying
out targeted inspections and investigations.
The Audit and Risk Management Committee held 6 meetings in 2014,
reviewed and approved a total of 21 motions, in which it had made
recommendations to the Board of Directors, including but not
limited to regular reporting on financial accounts, financial
planning, fuel hedging strategy, re-appointment of our auditors,
internal control evaluation, external guarantees and connected
transactions. To obtain a better knowledge of the Company down to
the bottom, the Audit and Risk Management Committee carried out an
inspection of the Company's Australian segment in 2014, focusing on
production and management, marketing, profitability and internal
control of its overseas operations, and came up with specific
comments and recommendations, which provided valuable support to
the management in its development, adjustment and improvement of
the relevant management and marketing strategies.
The Nomination and Remuneration Committee held 7 meetings in
2014, nominated to the Board of Directors 1 candidate of Chairman,
3 candidates of Directors, 6 candidates of senior management,
reviewed the proposal on adjustment to remuneration of independent
Directors and made recommendation to the Board of Directors. The
Strategy and Investment Committee held 3 meetings in 2014, mainly
considering the annual capital expenditure plans, annual fuel
hedging strategy, the capital injection into Air China Cargo Co.,
Ltd. together with Cathay Pacific Airways Limited, the introduction
of 60 aircraft of the B737 series, and the capital increase in
China National Aviation Finance Co., Ltd. In 2014, Mr. Feng Gang
was elected as new chairman of the Aviation Safety Committee.
In addition, the special committees actively attended the
semi-annual and annual meetings of the Company to hear the report
of the management on corporate strategy implementation, production,
operation and profitability management, so as to catch up with the
Company's development and better assist the Board of Directors in
their performing of duties.
IV. CONSTANTLY OPTIMISING OUR CORPORATE GOVERNANCE SYSTEM, AND
CONSOLIDATING THE FOUNDATION FOR CORPORATE GOVERNANCE.
In accordance with the requirements of the Listing Rules of The
Stock Exchange of Hong Kong Limited, the Company held for the first
time a meeting of Chairman and non-executive Directors in the
absence of the management in October 2014. The participating
non-executive Directors, especially independent Directors, offered
their valuable opinions and suggestions on external environment,
business development, corporate governance and work of the
management, and undertook that they would duly fulfil the
responsibilities and obligations of independent Directors to
contribute to the healthy development and better corporate
governance of the Company. The meeting achieved a positive
outcome.
To ensure the integrity of corporate governance structure, in
2014, the Board of Directors re-elected a Chairman, appointed a new
President, nominated candidates that were elected by the general
meeting as one executive Director and two executive Directors and
appointed one Vice President, one Chief Accountant, one Chief
Economist, one Chief Pilot and two assistants to President, laying
a foundation for the Company's production, operation and
compliance.
V. CONSTANTLY IMPROVING THE QUALITY OF OUR INFORMATION
DISCLOSURE WITH PROPER COMPLIANCE TRANSPARENCY.
In 2014, the Board of Directors completed four high-quality
periodic reports as scheduled, namely the
2013 annual report, the first and third quarterly reports in
2014 and the 2014 interim report. The 2013 annual report and the
2014 interim report adopted format and contents consistent for
disclosure to A-share and H-share markets, thus further enhancing
the fairness of information disclosure. Based on in-depth analysis
of market interests, the reports gave a full view of the Company's
strengths and uniqueness to facilitate better understanding of the
Company among the market. In addition, the Company further improved
the workflows for quarterly reports, hence reinforcing the
foundation for preparing regular reports.
In 2014, the Board of Directors published 43 domestic
extraordinary announcements, 74 overseas extraordinary
announcements and 2 circulars in relation to, among others, change
of Chairman and President, appointment of Directors, annual fuel
hedging strategy, capital injection into Air China Cargo Co., Ltd.,
approval of the management measures on internal control evaluation,
honouring of medium-term notes
upon maturity, payment of dividends, provision of credit
guarantee to subsidiaries, appointment of senior management members
and connected transactions. These announcements were prepared and
published in accordance with the Listing Rules and relevant
requirements, allowing investors on the market to keep informed of
the Company's updates. In a review in 2014 by the Shanghai Stock
Exchange on information disclosure of listed companies, the Company
was rated "A", the highest level, which consolidated its good
reputation of compliance and integrity in the market.
VI. IMPROVING INVESTOR RELATIONS MANAGEMENT TO EFFECTIVELY
MAINTAIN MARKET CAPITALISATION.
The Board of Directors attaches much importance to investor
relations management. Given the grim supply and demand in the
industry and complicated capital market environment in the context
of slow recovery of the global economy, the Company continued to
improve and strengthen its investor relations activities in 2014.
Based on regular results briefings and roadshows, the Company
staged reverse roadshows, an investor conference for 10th
anniversary of listing and other activities, to proactively cement
the liaisons with institutional investors, publicise the Company's
business updates and assist investors in establishing a positive
recognition of the Company's solid fundamentals. We also exchanged
views with investors on outlook of the industry and the Company,
analysed and discussed the industry challenges and opportunities to
advise investors on our initiatives to address market changes and
stay competitive, while collecting valuable insights from investors
for decision-making by the management. Moreover, the Company
maintained frequent interaction with its investors, so as to
identify the market trends and hotspots. Through multiple channels
such as official website for investor relations, hotline, e-mail,
conference calls, company visits and participation in investor
conference, we made timely delivery of our corporate information
and strengthened the relationship with investors, which effectively
enhanced the Company's image in capital market.
VII. PROMOTING THE CONSTRUCTION OF INTERNAL CONTROL SYSTEM.
In 2014, the Board of Directors supervised and guided the
Company to, based on risk control and cost management under the
laws and regulations and in a holistic approach, make rational
plans on and carry forward the construction of an internal control
system. Firstly, we strictly implemented the Management Measures on
Internal Control Evaluation of the Company (Trial) and met the
requirements on internal control self-evaluation of listed
companies specified in the Basic Rules on Internal Control of
Enterprises and the Guidelines on Internal Control Evaluation of
Enterprises, thus standardising the Company's internal control
evaluation activities. Secondly, we issued the Provisional
Requirements on Management of Rules and Regulations of the Company,
aiming to standardise the formulation, implementation, amendment
and repeal of the Company's rules and regulations, improve the
management system for rules and regulations and ensure the
compliance practices in operation. Thirdly, we amended and issued a
series of management systems at business level to further improve
the Company's rules and regulations and strengthen internal
control, in order to achieve the management objectives of
"consisting rights and responsibilities, integrated management and
control". Fourthly, we formulated and issued the Implementation
Measures on Accountability of Party Conduct and Integrity and
Supervisory Responsibilities (Trial), to push forward the
prevention of integrity risk and effectively bolster the integrity
management system.
VIII. CONTINUING TO FULFIL CORPORATE SOCIAL RESPONSIBILITY.
Responding to the new characteristics and responsibilities in
the new normal, the Directors are always committed to fulfilling
social responsibility and developing together in harmony on an
informed, conscientious and due diligence basis. In 2014, while
staying ahead among peers in terms of profitability, the Company
refined its safety management system and strengthened risk
management in a bid to improve service quality. Our Golden Phoenix
crew was honoured as the "Role Models of the Times" by the
Propaganda Department of the Central Committee of the CPC. We
continued to improve energy utilisation efficiency through refining
management to minimise the environmental impact of development. We
set up a staff service centre to convey our respect and cares to
the staff. Through targeted poverty alleviation and charitable
activities, we aimed to contribute more to society. We accomplished
important transportation tasks, highlighting our mission as a
national flag carrier and the image of a good corporate
citizen.
In 2014, the Board of Directors performed its duties in a
diligent and pragmatic manner, fulfilling all its responsibilities
and effectively enhancing the level of our corporate governance. In
2015, the Board of Directors will concentrate its efforts on
enhancing its rational decision-making capacity, carefully organise
the general meetings and Board meetings, adequately and effectively
perform all its functions, and continue to search for
well-developed corporate governance practices, so as to further
improve its operational efficiency, enhance the level of our
corporate governance and create greater value for our
shareholders.
By order of the Board
Air China Limited
26 March 2015
In 2014, with the concerted efforts of all supervisors, the
Supervisory Committee of the Company diligently performed its
duties stipulated in the PRC Company Law and applicable laws and
regulations, the Company's Articles of Association and the Rules of
Procedures for the Supervisory Committee. To safeguard the best
interests of all Shareholders, the Supervisory Committee of the
Company also convened and attended relevant meetings and conducted
special inspections, researches and investigations. Through these
and other means, the Committee managed to understand the major
decisions made by the Company and supervised the legal compliance
of the Company's operations and the performance of duties by the
Board of Directors and its members as well as the senior
management. The work performed by the Supervisory Committee in 2014
is presented as follows:
I. MEETINGS OF THE SUPERVISORY COMMITTEE
In 2014, in accordance with relevant laws and regulations, the
Supervisory Committee convened six meetings as of 31 December 2014,
at which it studied and deliberated various important matters and
approved 16 proposals, thereby diligently performing its
supervision duties and contributing to the completion of production
targets and the implementation of strategies of the Company. The
details of the meetings are as follows:
The 2nd meeting of the fourth session of the Supervisory
Committee held on 20 February 2014 considered and approved the
Company's 2014 financial plan (including the cash flow and
fund-raising plan), capital expenditure plan, fuel hedging
strategies and the scheme of capital injection into Air China Cargo
Co., Ltd., a subsidiary of the Company, with Cathay Pacific Airways
Limited.
The 3rd meeting of the fourth session of the Supervisory
Committee held on 24 March 2014 considered and approved the 2013
work report of the Supervisory Committee, the work report of the
Board of Directors, the 2013 annual report (including the financial
statements), the statement of the implementation of connected
transactions for 2013, the special explanation on the receivables
from controlling shareholders and related parties for 2013, 2013
profit distribution proposal, the special report on the proceeds
from the issue of A shares and its actual use for 2013 and 2013
internal control evaluation report and internal control audit
report.
The 4th meeting of the fourth session of the Supervisory
Committee held on 28 April 2014 considered and approved the
Company's first quarterly report of 2014 (including the financial
statements).
The 5th meeting of the fourth session of the Supervisory
Committee held on 25 August 2014 considered and approved the
Company's 2014 interim report (including the financial statements)
and the resolution on the grant of credit guarantee to Total
Transform Group Ltd., a subsidiary of the Company.
The 6th meeting of the fourth session of the Supervisory
Committee held on 27 October 2014 considered and approved the
Company's third quarterly report of 2014 (including the financial
statements), the implementation of certain new accounting standards
and the resolution on entering into the new trademark licensing
framework agreement for 2015-2017 with China National Aviation
Holding Company.
The 7th meeting of the fourth session of the Supervisory
Committee held on 24 December 2014 considered and approved the
resolution relating to the acquisition of the equity interests in
China National Aviation Finance Co., Ltd. by the Company.
In addition, members of the Supervisory Committee attended three
general meetings and sat in on 12 board meetings, thereby
effectively performing supervision of the procedures for convening
general meetings and board meetings as well as the topics for
discussion and the procedures for voting at the meetings. During
the year, members of the Supervisory Committee reinforced the
performance of its duty to supervise the Company's management by
attending the Company's interim and annual work meetings and
hearing the report of the Company's management on production
operations and financial benefits.
II. EXAMINATIONS, INVESTIGATIONS AND STUDIES OF THE SUPERVISORY COMMITTEE
In line with the 2014 strategic objectives and focus of the
Company, the Supervisory Committee conducted on-site inspections
and studies on the domestic departments in Guangxi region and
overseas departments in Madrid and St. Paul throughout the year.
All supervisors attained a deep understanding of the operations,
management, business developments and problems and difficulties of
domestic and overseas business departments through debriefs,
discussions and visits. They prepared an investigation report to
provide concrete opinions and suggestions and reported to the Board
of Directors and management. The management attached great
importance
to the investigation report and pressed for the commerce
commissions of related departments to conduct research and
rectification in respect of the opinions and suggestions in the
report. After the item-by-item review on the suggestions proposed
by the supervisors, the commerce commissions provided feedback on
the research and rectification to the Supervisory Committee,
establishing a good supervision and rectification mechanism. The
investigation and research conducted by the supervisors offered
better supervision for the sustainable and healthy development of
the Company.
III. ATTENDING TRAINING BY THE SUPERVISORY COMMITTEE
To continuously improve the executing ability of supervisors and
strengthen their capabilities, the Supervisory Committee attaches
great importance to the continuous learning and training as well as
keeping abreast of regulation dynamics and focus in a timely
manner. In this year, Mr. Shen Zhen, a supervisor of the Company,
participated in the special training courses for directors and
supervisors held by Beijing Securities Regulatory Bureau and the
training records have been recorded in the executive integrity
system of Beijing Securities Regulatory Bureau, which further
enhanced the performance ability of supervisors.
IV. EVALUATION OF DIRECTORS' PERFORMANCE BY THE SUPERVISORY COMMITTEE
In 2014, on the basis of daily supervision, the Supervisory
Committee conducted evaluation of directors' performance on an
annual basis. Members of the Supervisory Committee carefully
reviewed the
2013 work report of the Board of Directors and organised an
assessment of performance of directors. The Supervisory Committee
considered that members of the Board of Directors were able to
consciously abide by the laws, regulations and the Articles of
Association, were honest and trustworthy, faithfully performed
their duties, consciously accepted supervision, and actively
safeguarded the interests of the Company, Shareholders, employees
and other stakeholders. Members of the Board of Directors exercised
their rights
within the scope of their functions and powers, giving full play
to their own expertise, and expressing opinions independently and
objectively. The evaluation result is good. The monitoring and
evaluation of the performance of directors by the Supervisory
Committee has played a positive role in driving the Board of
Directors to efficiently perform their duties in accordance with
laws and improving the Company's corporate governance
mechanism.
V. SPECIAL OPINIONS OF THE SUPERVISORY COMMITTEE
(i) Independent opinions on the operation of the Company in accordance with laws
In this year, the Supervisory Committee conducted supervision on
the compliance of decision- making procedures of the Company's
general meeting and the Board of Directors in accordance with the
relevant laws, regulations and the Articles of Association, and
reviewed the implementation of the resolutions adopted at the
shareholders' general meeting and the performance of members of the
Board of Directors and management of the Company. The Supervisory
Committee deemed that the Company has complied with the relevant
laws and regulations, with legitimate decision-making procedures
and complete internal control system; the Company has formed the
restriction, linkage and counterbalance among the authority organ,
decision-making mechanism, execution organ and supervisory
authority. The Company's directors and senior management were found
to be under no violation of laws, regulations and Articles of
Association in performing their duties, nor were they found to have
committed any acts harmful to the interests of the Company and
Shareholders. The information disclosed by the Company was true,
accurate and complete, prompt and fair, and there was no misleading
and false information.
(ii) Independent opinions on the inspection of the financial condition of the Company
In 2014, the Supervisory Committee believed that the standard
unqualified annual auditor's report issued by the accounting firms
gave a true view of the financial position and operating results of
the Company after they focused on considering the first and third
quarterly and interim financial reports for 2014 and annual
financial report for 2013.
(iii) Independent opinions on the connected transactions of the Company
During the year, the capital injection into Air China Cargo Co.,
Ltd., a controlled subsidiary of the Company, with Cathay Pacific
Airways Limited, the entering into the new trademark licensing
framework agreement for 2015-2017 with China National Aviation
Holding Company and the acquisition of the equity interests in
China National Aviation Finance Co., Ltd. constituted the connected
transactions of the Company. After considering the connected
transactions mentioned above and the implementation of the
connected transactions of the Company in the year of 2013, the
Supervisory Committee believed that the connected transactions
between the Company and the connected persons were conducted in the
ordinary course of business of the Company and on normal commercial
terms. The rights and obligations of all relevant parties were
determined by agreements on an arm's length basis, and the
transaction prices were fair and reasonable and the relevant
transactions were conducted in line with business practice.
Directors and shareholders who had an interest in the transactions
had abstained from voting; the voting procedure was legitimate and
valid, and there was no action that has prejudiced the interests of
the Shareholders as a whole.
(iv) Reviews and opinions on the internal control self-evaluation report
During the year, after considering the 2013 internal control
evaluation report of the Company and the internal control auditor's
report issued by the internal control auditor, the Supervisory
Committee believed that the internal control evaluation report of
the Company gave a true and accurate view of the internal control
situation of the Company.
(v) Independent opinions on the use of proceeds from the latest capital raising activity
In 2014, the Company has prepared a special report on the
proceeds from the issue of A shares and its actual use during 2013.
After carefully checking the special report, the Supervisory
Committee believed that no non-compliance conducts in the deposit
and actual use of raised funds were found.
(vi) Opinions on the implementation of registration and
administration system for persons with insider information
sources
According to the Rules for the Management of Insider
Information, the Company registered and filed the matters related
to insider information. The Supervisory Committee did not identify
any situation where the Directors, supervisors, senior management
and relevant persons with insider information sources traded shares
using insider information prior to the disclosure of the major
sensitive information which could affect the Company's share
price.
In 2014, the Supervisory Committee fully exercised its functions
of inspection and supervision, safeguarded the legitimate rights
and interests of the Company and its Shareholders as a whole, and
completed a number of targets set at the beginning of the year.
Looking forward to 2015, the Supervisory Committee will, as always,
continue to perform its duties earnestly and diligently and
strengthen inspection and supervision, so as to bring into full
play the role of the Supervisory Committee and make new
contributions to improving the Company's corporate governance and
fostering the Company's sustainable and healthy development.
The Supervisory Committee
Air China Limited
25 March 2015
Being the independent non-executive directors of Air China
Limited (the "Company"), we have diligently carried out our duties
and functions and provided objective opinions in strict compliance
with the PRC Company Law, the PRC Securities Law, the Guidelines on
the Establishment of Independent Directorship of Listed Companies,
the Code of Corporate Governance for Listed Companies, the listing
rules of both the domestic and overseas listing venues of the
Company, as well as the relevant requirements of the Articles of
Association and the Work Procedures of Independent Non-executive
Directors of the Company, thereby protecting the overall interests
of the Company as well as the legitimate interests of all
shareholders, especially those of its minority shareholders. Our
performance of duties and functions in 2014 is hereby reported as
follows:
I. BASIC INFORMATION OF INDEPENDENT DIRECTORS
The Board currently has four independent non-executive
directors, more than one-third of the number of Board members, who
are professionals in the legal, finance and management areas. The
proportion of independent directors and professional qualification
comply with the requirements of relevant laws and regulations.
In accordance with the requirements of the PRC and overseas
listing rules, we have submitted a declaration of independence to
the Company, confirming the independence of the independent
non-executive directors.
In November 2014, Mr. Yang Yuzhong resigned from his position
due to age reason, but he would continue to perform his duties
until a new independent director is elected at the general meeting
of the Company. As of 31 December 2014, the independent
non-executive directors of the Company are Mr. Fu Yang, Mr. Yang
Yuzhong, Mr. Pan Xiaojiang and Mr. To Chi Keung, Simon. Biographies
of the current independent directors are as follows:
Mr. Fu Yang, aged 65, previously served as deputy director of
the Economic Law Office of the National People's Congress Law
Committee, Vice President of the third, fourth and fifth sessions
of the All China Lawyers Association, a visiting professor of
Center for Environment Law at the Law School of Renmin University
of China. He is a partner and the director of Kang Da Law Firm in
Beijing. He is also an arbitrator of China International Economics
and Trade Arbitration Commission. Mr. Fu has been serving as an
independent non-executive director of the Company since June
2009.
Mr. Yang Yuzhong, aged 70, graduated from Beijing Aeronautical
Institute majoring in aircraft design and manufacturing. Mr. Yang
served as Deputy General Manager of China Aviation Industry
Corporation I from July 1999 to July 2006, as well as head of
Chinese Aeronautical Establishment and chairman of AVIC1 Commercial
Aircraft Co., Ltd. during the same period. He has been a consultant
of Aviation Industry Corporation of China since August 2006. He
served as independent non-executive director of China National
Materials Company Limited from June 2007 to December 2009 and that
of China South Locomotive & Rolling Stock Corporation Limited
from December 2007 to June 2014. Mr. Yang also served as an
external director of China National Materials Group Corporation
Ltd. since December 2009. Mr. Yang has been serving as an
independent non-executive director of the Company since May
2011.
Mr. Pan Xiaojiang, aged 62, holds a Ph.D. degree in Management
from Tsinghua University and is a senior economist and China
Certified Public Accountant. He has served as Deputy Director of
the Accounting Management Department of the Ministry of Finance
("MOF"); Deputy Director of Chinese Institute of Certified Public
Accountants; Deputy Director, Director and Deputy Director-general
of the World Bank Department of the MOF; and Deputy
Director-general of the International Department of the MOF. Mr.
Pan was appointed as supervisor and office deputy director of the
supervisory committee of Bank of China in July 2000, supervisor and
office director of the supervisory committee of Bank of China in
November 2001 and supervisor and office director of the supervisory
committee of Agricultural Bank of China in July 2003. Mr. Pan was
appointed as supervisor representing shareholders and office
director of the supervisory committee of Agricultural Bank of China
Limited from January 2009 to January 2012; he was also appointed as
leader of the fifth patrol team of the Communist Party Committee of
Agricultural Bank of China Limited from March 2012 to January 2013.
Since May 2013, Mr. Pan has been serving as an independent director
of Tsinghua Tongfang Limited. Mr. Pan has been serving as an
independent non- executive director of the Company since October
2013.
Mr. To Chi Keung, Simon, aged 63, holds a First Class Bachelor's
Honours Degree in Mechanical Engineering from the Imperial College
of Science and Technology (London University) and a Master's degree
in Business Administration from Stanford University's Graduate
School of Business. He served as divisional manager of the
Industrial Project Division of Hutchison Whampoa (China) Limited in
1980 and managing director of Hutchison Whampoa (China) Limited in
1981, independent non-executive director of China Southern Airlines
Company Limited from 1999 to 2005, non-executive director of
Shenzhen International Holdings Limited from 2000 to 2011. He is
currently the managing director of Hutchison Whampoa (China)
Limited and chairman of Hutchison China MediTech Limited, vice
chairman of Guangzhou Aircraft Maintenance & Engineering Co.
Ltd., director of China Aircraft Services Limited, chairman of
Beijing Greatwall Hotel, chairman of Hutchison Whampoa (China)
Commerce Limited, chairman of Guangzhou Hutchison Logistics
Services Company Limited, chairman of Hutchison Whampoa Guangzhou
Baiyunshan Chinese Medicine Company Limited, vice chairman of
Shanghai Hutchison Pharmaceuticals Limited, chairman of Hutchison
Optel Telecom Technology Co., Ltd. and chairman of Shanghai
Hutchison Whitecat Co., Ltd. Mr. To has been serving as an
independent non-executive director of the Company since October
2013.
II. ATTENDANCE OF INDEPENDENT NON-EXECUTIVE DIRECTORS AT MEETINGS
As independent non-executive directors, we have actively
participated in each Board meetings, attended general meetings and
presided over meetings of special committees of the Board in
accordance with the principles of diligence and integrity. Prior to
any Board meeting, we carefully reviewed all information provided
by the Company, attentively listened to the reports of relevant
departments when necessary, and made full preparation for
discussion of all proposals and decision-making at Board meetings.
At Board meetings, we carefully considered each of the proposals
based on our experience and expertise, actively participated in
discussions, made relevant recommendations and expressed our
independent opinions with objective attitude.
In 2014, the Company convened 3 general meetings, 12 Board
meetings, 6 meetings of the audit and risk management committee, 7
meetings of the nomination and remuneration committee, with the
attendance
of each of the independent non-executive director as shown
below:
Name Expected Attendance Attendance Attendance Absence Attendance Meetings Meetings
attendance at the via by proxy at general of the of the
at the Board telecommunications meeting audit nomination
Board meetings (3) and risk and
meetings in management remuneration
(12) person committee committee
(6) (7)
Fu Yang 12 12 7 0 0 1 6 7
Yang
Yuzhong 12 12 7 0 0 2 N/A N/A
Pan
Xiaojiang 12 12 6 0 0 2 6 7
To Chi
Keung
Simon 12 12 9 0 0 2 N/A 7
In addition, by attending the annual and semi-annual working
meetings of the Company and receiving special reports and
information delivered by the Company on a regular basis, we
developed an in-depth understanding of the Company's business and
financial operations as well as service guarantee, etc. We also
made various recommendations on areas such as corporate strategic
development, risk management and regulated operations. In view of
the above, we have demonstrated our professional strength and
played an active role in the decision-making process of the Board
and the regulated operations of the Company.
III. PERFORMANCE OF DUTIES AND FUNCTIONS IN REVIEWING 2014 ANNUAL REPORT
We have performed our duties and functions with prudence during
the auditing of 2014 annual report of the Company. We held a
special communication meeting for discussing the annual report
before auditing by the certified public accountants (CPAs). At the
meeting, we comprehensively listened to priorities and plans for
auditing from the financial department and reporting accountant of
the Company, and considered and discussed the financial statements.
After the CPAs joined, we were kept updated of the auditing
progress by receiving regular briefing about auditing work. In the
meantime, we procured relevant accounts to submit their auditing
opinion on our annual report in agreed period while maintaining
high auditing quality to ensure that orderly implementation and
timely completion of the auditing work of various stages. After
CPAs issued their preliminary audit opinion, we conducted a review
of the draft financial report and formed written opinion.
Ultimately, the 2014 annual report and financial report were
approved at the Board meeting held on 26 March 2015.
IV. PHYSICAL INSPECTION AND INVESTIGATION
To better understand the situation of the company's daily
operations, financial management and other standardised operation,
the independent directors carried out on-site inspections on the
Company's sales departments in Sydney and Auckland during the year.
Through listening to verbal reports, meetings and site visits, we
had in-depth understanding of the business of and the problems and
difficulties faced by our overseas sales departments. The Board and
management of the Company have been informed of the report which
would serve as a reference for decision-making and management and
provide support for the Company's management to formulate, adjust
and improve relevant management and marketing strategies, thus
enhancing the sustainable and healthy development of the
Company.
V. MEETING WITH CHAIRMAN OF THE BOARD WITHOUT ANY MANAGEMENT
Pursuant to requirements of the Listing Rules of The Stock
Exchange of Hong Kong Limited, the chairman of the Board held a
meeting with non-executive directors at which there was no
attendance of any management. We actively expressed our opinions
about, among others, external environment, strategy, competition,
internationalisation and corporate governance and management, and
made a number of recommendations. The chairman of the Board
attached great attention to our comments and recommendations, and
instructed the Company's management to study and implement
thereof.
VI. IMPORTANT CONCERNS DURING THE PERFORMANCE OF DUTIES BY
INDEPENDENT NON-EXECUTIVE DIRECTORS DURING THE YEAR
In 2014, we paid special attention to the following issues, made
independent objective judgments in connection with the legality and
conformity of the decision, implementation and disclosure of
relevant issues, and expressed our independent opinions. The
details are as follows:
(1) Connected transactions
We provided independent opinions in connection with the joint
capital injection into Air China Cargo Co., Ltd., a controlled
subsidiary of the Company, by the Company and Cathay Pacific
Airways Limited, a connected party, the entering into the new
trademark licensing framework agreement (2015-2017) between the
Company and China National Aviation Holding Company increased its
shareholding in China National Aviation Finance Co., Ltd. as well
as the performance of connected transactions by the Company in
2013. We considered that the connected transactions between the
Company and connected persons were in the ordinary course of
business of the Company and of proper business transactions. The
rights and obligations of all relevant parties were determined by
written agreements on an arm's length basis, and considerations for
such transactions were fair and reasonable and the relevant
transactions were conducted on normal commercial terms and
practice. Directors and shareholders who had an interest in the
transactions had abstained from voting respectively, the voting
procedures were legitimate and effective, and there was no action
which has prejudiced the interests of the shareholders as a
whole.
(2) Guarantees in favor of external parties and appropriation of funds
In order to prepare 2013 annual report, we reviewed the
guarantees in favor of external parties provided by the Company as
of 31 December 2013 and issued special explanation. In August 2014,
we reviewed a proposal in respect of providing guarantees for Total
Transform Group Limited, a controlled subsidiary of the Company.
After our review, we are of the opinion that the decision- making
process in connection with the offer of external guarantee complied
with the requirements of relevant laws and regulations and the
Articles of Association. We also paid great attention to any
appropriation of funds by the controlling shareholder or its
connected parties for reasons other than operations. Following our
inquiries, we concluded that there was no appropriation of funds by
the controlling shareholder or its connected parties for reasons
other than operations.
(3) Use of proceeds
During this year, we reviewed the special report on the
condition of the disposal and actual utilisation of proceeds raised
through the A Share issue in the year of 2013. After careful
examination, we are of the opinion that there is no non-compliance
in relation to the disposal and use of proceeds raised through the
A Share issue.
(4) Nomination and remuneration of senior management personnel
During the year, the Company held a Board meeting to elect
chairman of the Board and nominate directors and appoint president,
vice president, chief accountant, chief pilot and chief economist.
We carefully reviewed the qualifications of candidates for
directors and senior management, the nomination and review
processes, and issued an independent opinion expressing that the
nomination and appointment of directors and senior management
personnel complied with the employment criteria set out in the
Company Law and Articles of Association, and the Board member
appointment procedures complied with the relevant laws and
regulations.
(5) Appointment or change of our auditors
We expressed independent opinions on re-appointment of KPMG and
KPMG Huazhen as the international and domestic auditors of the
Company for the year 2014, respectively, and re- appointment of
KPMG Huazhen as the internal control auditor for the year 2014. We
are of the opinion that, the re-appointment of the abovementioned
auditors of the Company was in the interests of the Company and its
shareholders, which has been considered and approved in a
legitimate and effective procedure, and in line with the
requirements of relevant laws and regulations and the Articles of
Association.
(6) Cash dividends
During the year, we reviewed and expressed independent opinions
on the profit distribution plan for 2013. We are of the opinion
that, the Company has attached great importance to giving
reasonable investment returns to shareholders while maintaining
sound and sustainable development. It has established a policy of
profit distribution in a sustainable and steady way, and
constructive to protecting the legitimate rights and interests of
the investors. No acts were found detrimental to the interests of
the Company or the interests of minority shareholders.
(7) Fulfilment of undertakings by the Company and shareholders
The Company had sorted out the undertakings made by the Company
and the controlling shareholder in previous years, the fulfilment
progress of which had been disclosed in the periodic reports in
2014 as required. Having conducted careful review, we believe that
neither the Company nor the controlling shareholder has breached
their respective undertakings as of 31 December 2014.
(8) Implementation of information disclosure
In 2014, the Company prepared and published four periodic
reports (including financial statements) and 43 domestic
announcements. We have monitored the information disclosure
implemented by the Company in 2014. We are of the opinion that the
Company has followed the principles of "open, just and fair" in
respect of its information disclosure which was in line with the
relevant provisions under the Rules Governing the Listing of
Securities on the Shanghai Stock Exchange and the Information
Disclosure Guidelines of the Company. Therefore, the Company has
duly fulfilled its obligation of ensuring the disclosure of true,
accurate, complete and timely information.
(9) Internal controls
The Company continued to improve its internal control system and
steadily proceeded with the construction of the internal control
system in strict accordance with regulatory requirements. During
the year, we considered the internal control evaluation reports and
the internal audit reports issued by the internal control auditor.
We are of the opinion that the internal control evaluation report
has truly reflected the situation of the Company's internal
control.
(10) Operation of the Board of Directors and its special committees
In compliance with the provisions of the Articles of
Association, the Board of Directors consists of 12 directors,
including 6 non-executive directors, 2 executive directors and 4
independent directors, the number and composition of which have
satisfied the requirements of relevant laws and regulations. In
2014, the Board of Directors and its special committees have
carried out their duties and functions effectively in strict
compliance with the requirements of the Articles of Association,
Rules and Procedures for Board Meeting and the terms of reference
for each special committee.
In 2015, we will continue to follow the principles of prudence,
diligence and integrity and the spirit of being accountable to the
Company and all shareholders. In addition, we will enhance
communications with the directors, supervisors and management of
the Company and pay special attention to important issues including
connected transactions, external guarantees and information
disclosures, thereby protecting the legitimate interests of our
investors, especially protecting the minority shareholders from any
damage, and providing strong support for the sustainable and
healthy development of the Company.
Independent Directors: Fu Yang, Yang Yuzhong, Pan Xiaojiang, To
Chi Keung Simon
26 March 2015
(a joint stock limited company incorporated in the People's
Republic of China with limited liability)
(Stock Code: 00753)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an annual general meeting ("AGM") of
Air China Limited (the "Company") for the year ended 31 December
2014 will be held at 2:00 p.m. on Friday, 22 May 2015 at The
Conference Room One, 29/F, Air China Building, 36 Xiaoyun Road,
Chaoyang District, Beijing, PRC for the following purposes:
ORDINARY RESOLUTIONS
1. To consider and approve the 2014 work report of the board of
directors (the "Board") of the
Company;
2. To consider and approve the 2014 work report of the
supervisory committee of the Company;
3. To consider and approve the audited consolidated financial
statements of the Company for the year 2014 prepared under the PRC
Accounting Standards and the International Financial Reporting
Standards;
4. To consider and approve the profit distribution proposal for
the year 2014 as recommended by the Board (including approving the
appropriation of 10% of the balance of the net profit of the
Company of the year 2014 as set out in the financial statements
prepared under the PRC Accounting Standards into the discretionary
surplus reserve of the Company and the distribution of a cash
dividend of RMB683 million, or RMB0.5223 (including tax) per ten
shares based on the total number of 13,084,751,004 shares of the
Company, for the year 2014 and to authorise the Board to implement
such proposals;
5. To consider and approve the re-appointment of KPMG as the
Company's international auditor and KPMG Huazhen (Special General
Partnership) as the Company's domestic auditor and internal control
auditor respectively for the year ending 31 December 2015 and to
authorise the management of the Company to determine their
remunerations for the year 2015;
6. To consider and approve the appointment of Mr. Stanley Hui
Hon-chung as an independent non-executive director of the
Company.
SPECIAL RESOLUTIONS
To consider and approve the following resolutions as special
resolutions (items 7 to 8):
7. "THAT
(a) the authorisation of the Board of the Company to allot,
issue and deal with additional shares of the Company be and is
hereby approved:
(1) subject to paragraph (3) of this resolution, the exercise by
the Board of the Company during the Relevant Period (as defined in
paragraph (4) of this resolution) of all the powers of the Company
to allot, issue and deal with additional A Shares and/or H Shares
of the Company (hereinafter referred to as "Shares") and to make or
grant offers, agreements and options which might require the
exercise of such powers be and is hereby generally and
unconditionally approved;
(2) this approval shall authorise the Board of the Company
during the Relevant Period to make or grant offers, agreements and
options which might require the exercise of such powers after the
end of the Relevant Period;
(3) the amount of additional A Shares and H Shares (as the case
may be) allotted, issued and dealt with or agreed conditionally or
unconditionally to be allotted, issued and dealt with either
separately or concurrently by the Board of the Company pursuant to
the approval in paragraph (1) of this resolution shall not exceed
20% of each of the Company's existing A Shares and H Shares (as the
case may be) in issue at the date of passing this resolution;
and
(4) for the purpose of this resolution:
"Relevant Period" means the period from the passing of this
resolution until the earlier of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the 12 months period following the
passing of this resolution; and
(iii) the revocation or variation of the authority given to the
Board of the Company under this resolution by a special resolution
of the Company's shareholders in general meetings; and
(b) the Board of the Company be and is hereby authorised to
increase the registered capital of the Company to reflect the issue
of Shares authorised under this resolution, and to make such
appropriate and necessary amendments to the Articles of Association
of the
Company as they think fit to reflect such increases in the
registered capital of the Company and to take any other action and
complete any formality required to effect such increase of the
registered capital of the Company;"
8. "THAT the Board of the Company be and is hereby authorised,
generally and unconditionally, to issue, in one or multiple
tranche(s), debt financing instruments within the permissible size
under the applicable laws and regulations. Debt financing
instruments include but are not limited to corporate bonds,
ultra-short- term commercial papers, short-term commercial papers,
mid-term notes, domestic non-public targeted debt financing
instruments, overseas non-public targeted debt financing
instruments and overseas bonds/notes denominated in RMB or foreign
currencies."
By order of the Board Air China Limited Cai Jianjiang
Chairman
Beijing, PRC, 2 April 2015
As at the date of this notice, the directors of the Company are
Mr. Cai Jianjiang, Ms. Wang Yinxiang, Mr. Cao Jianxiong, Mr. Feng
Gang, Mr. John Robert Slosar, Mr. Ian Sai Cheung Shiu, Mr. Song
Zhiyong, Mr. Fan Cheng, Mr. Fu Yang*, Mr. Yang Yuzhong*, Mr. Pan
Xiaojiang* and Mr. Simon To Chi Keung*.
* Independent non-executive director of the Company
Notes:
1. Closure of Register of Members
(i) Eligibility for attending the AGM
Holders of H Shares of the Company are advised that the register
of members of the Company will close from Wednesday, 22 April 2015
to Friday, 22 May 2015 (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 at the AGM,
instruments of transfer accompanied by share certificates and other
appropriate documents must be lodged with the Company's H Share
registrar, Computershare Hong Kong Investor Services Limited at
Shops 1712-1716,
17/F., Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong
Kong, by 4:30 p.m. on Tuesday, 21 April
2015.
Shareholders of the Company whose names appear on the register
of members of the Company on the close of business on Tuesday, 21
April 2015 are entitled to attend the AGM.
(ii) Eligibility for receiving 2014 final dividends
The Board of the Company has recommended the payment of a final
dividend of RMB0.5223 (including tax) per ten shares for the year
2014. If the final dividend is payable by the passing of Resolution
No. 4 by the shareholders, it will be paid to shareholders whose
names appear on the register of members of the Company at the close
of business on Friday, 29 May 2015.
The register of members of the Company will be closed from
Saturday, 30 May 2015 to Thursday, 4 June 2015 (both dates
inclusive) during which period no transfer of H shares of the
Company will be registered. In order to be entitled to receive the
2014 final dividends (if approved), all transfers of H shares of
the Company accompanied by the relevant share certificates and
appropriate transfer forms must be lodged with the Company's H
shares registrar, Computershare Hong Kong Investor Services Limited
at Shops 1712-1716,
17/F., Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong
Kong not later than 4:30 p.m. on Friday, 29
May 2015.
2. Notice of attendance
H Share shareholders who intend to attend the AGM should
complete and lodge the accompanying notice of attendance and return
it to the Company's H Share registrar on or before Saturday, 2 May
2015. The notice of attendance may be delivered by hand, by post or
by fax 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. Completion and return of
the notice of attendance do not affect the right of a shareholder
to attend the AGM. However, the failure to return the notice of
attendance may result in an adjournment of the AGM, if the number
of shares carrying the right to vote represented by the
shareholders proposing to attend the AGM by the notice of
attendance does not reach more than half of the total number of
shares of the Company carrying the right to vote at the AGM.
3. Proxy
Every shareholder who has the right to attend and vote at the
AGM is entitled to appoint one or more proxies, whether or not they
are members of the Company, to attend and vote on his behalf at the
AGM.
A proxy shall be appointed by an instrument in writing. Such
instrument shall be signed by the appointer or his attorney duly
authorised in writing. If the appointer 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 authorised in writing. The
instrument appointing the proxy shall be deposited at the Company's
H Share registrar for holders of H Shares not less than 24 hours
before the time appointed for the holding of the AGM. If the
instrument appointing the proxy is signed by a person authorised by
the appointer, the power of attorney or other document of authority
under which the instrument is signed shall be notarised. The
notarised 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.
4. Other businesses
(i) The AGM is expected to last for two hours. Shareholders and
their 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
Wanchai
Hong Kong
Tel No.: (852) 2862 8628
Fax No.: (852) 2865 0990
This information is provided by RNS
The company news service from the London Stock Exchange
END
FONELLBBEZFFBBL
Air China Ld (LSE:AIRC)
Historical Stock Chart
From Mar 2024 to Apr 2024
Air China Ld (LSE:AIRC)
Historical Stock Chart
From Apr 2023 to Apr 2024