We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Customisable watchlists with full streaming quotes from leading exchanges, such as LSE, NASDAQ, NYSE, AMEX, Bovespa, BIT and more.
| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Air China Ld | LSE:AIRC | London | Ordinary Share | CNE1000001S0 | H SHS CNY1 |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 78.8045 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Air Transport, Scheduled | 140.73B | -1.05B | -0.2112 | -3.73 | 3.91B |
From May 2019 to May 2024
TIDMAIRC
RNS Number : 3746P
Air China Ld
31 August 2017
Click on, or paste the following link into your web browser, to view the associated PDF document.
http://www.rns-pdf.londonstockexchange.com/rns/3746P_1-2017-8-31.pdf
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.
AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 00753)
(1) PROPOSED AMMENTS TO THE ARTICLES OF ASSOCIATION;
AND
(2) PROPOSED AMMENTS TO THE RULES AND PROCEDURES OF SHAREHOLDERS' MEETINGS AND THE RULES AND PROCEDURES OF MEETINGS OF THE BOARD OF DIRECTORS
PROPOSED AMMENTS TO THE ARTICLES OF ASSOCIATION
According to the "Notice of Accelerating the Inclusion of General Provisions into the Articles of
Association of Central Level State-Owned Enterprises for Party Building" (
) (Guo Zi Dang Wei Dang Jian [2017] No. 1) and
the Company's actual operational demands, the board of directors (the "Board") of Air China Limited (the "Company") has resolved to propose to the shareholders of the Company (the "Shareholders") certain amendments to the articles of association of the Company (the "Articles of Association").
The amendments to the Articles of Association include, among others, (i) the incorporation of provisions concerning Party building into the Articles of Association, which include the overall requirements for Party building works; (ii) a further refinement of the composition of the Board according to the Company's actual demands of operational decision-making; and (iii) the establishment of the position of one employee representative director. The full text of the proposed amendments to the Articles of Association is set out in Appendix I to this announcement.
The proposed amendments to the Articles of Association are subject to approval by the Shareholders by way of special resolution at a general meeting of the Company.
PROPOSED AMMENTS TO THE RULES AND PROCEDURES OF SHAREHOLDERS' MEETINGS AND THE RULES AND PROCEDURES OF MEETINGS OF THE BOARD
In light of the proposed amendments to the Articles of Association, the Board has resolved to propose to the Shareholders certain amendments to the Rules and Procedures of Shareholders' Meetings and the Rules and Procedures of Meetings of the Board of the Company, so as to align with the Articles of Association. The full texts of the proposed amendments to the Rules and Procedures of Shareholders' Meetings and the Rules and Procedures of Meetings of the Board are set out in Appendices II and III to this announcement, respectively.
The proposed amendments to the Rules and Procedures of Shareholders' Meetings and the Rules and Procedures of Meetings of the Board are subject to approval by the Shareholders by way of special resolution at a general meeting of the Company.
SHAREHOLDERS' CIRCULAR
A circular containing, among other things, details of: (i) the proposed amendments to the Articles of Association; and (ii) the proposed amendments to the Rules and Procedures of Shareholders' Meetings and the Rules and Procedures of Meetings of the Board, will be despatched to the Shareholders in due course.
By Order of the Board
Air China Limited
Zhou Feng Tam Shuit Mui
Joint Company Secretaries
Beijing, the PRC, 30 August 2017
As at the date of this announcement, the directors of the Company are Mr. Cai Jianjiang, Mr. Song Zhiyong, Mr. Cao Jianxiong, Mr. Feng Gang, Mr. John Robert Slosar, Mr. Ian Sai Cheung Shiu, Mr. Wang Xiaokang*, Mr. Liu Deheng*, Mr. Stanley Hui Hon-chung* and Mr. Li Dajin*.
* Independent non-executive director of the Company
Appendix I Proposed Amendments to the Articles of Association
Set out below are the details of the proposed amendments to the Articles of Association. The revisions have been underlined (if applicable) for the convenience of perusal.
Hot Features
Premium
Existing Articles Revised Articles
---------------------------------- -----------------------------------
CHAPTER 1 GENERAL PROVISIONS CHAPTER 1 GENERAL PROVISIONS
---------------------------------- -----------------------------------
Article 8 Article 8
The "other management personnel" The "other management personnel"
referred to in these Articles referred to in these Articles
of Association mean the board of Association mean the board
secretary, chief accountant, secretary, chief accountant,
chief pilot and other management chief pilot, general legal
personnel appointed by the counsel and other management
board of directors of the personnel appointed by the
Company. board of directors of the
Company.
---------------------------------- -----------------------------------
Article 11
According to the Constitution
of the Communist Party of
China, the Company shall
establish an organization
of the Communist Party of
China. The Party committee
shall perform the core leading
and political functions,
control the directions, manage
the situation and ensure
the implementation. The Company
shall set up the working
organs of the Party, which
shall be equipped with sufficient
personnel to handle Party
affairs and provided with
sufficient funds to operate
the Party organization.
---------------------------------- -----------------------------------
CHAPTER 8: SHAREHOLDERS' CHAPTER 8: SHAREHOLDERS'
GENERAL MEETINGS GENERAL MEETINGS
---------------------------------- -----------------------------------
Article 61 Article 612
The shareholders' general The shareholders' general
meeting shall have the following meeting shall have the following
functions and powers: functions and powers:
(1) to decide on the Company's (1) to decide on the Company's
operational policies and operational policies and
investment plans; investment plans;
---------------------------------- -----------------------------------
Existing Articles Revised Articles
-------------------------------------------- ---------------------------------------
(2) to elect and replace (2) to elect and replace
directors and to decide on directors (excluding the
matters relating to the remuneration employee representative director)
of directors; and to decide on matters
relating to the remuneration
of directors;
(3) to elect and replace
supervisors appointed from (3) to elect and replace
personnel who are not representatives supervisors appointed from
of the employees and to decide personnel who are not representatives
on matters relating to the of the employees and to decide
remuneration of supervisors; on matters relating to the
...... remuneration of supervisors;
......
-------------------------------------------- ---------------------------------------
CHAPTER 10 THE PARTY COMMITTEE
-------------------------------------------- ---------------------------------------
Article 106
The Company shall establish
the Party committee. The
Party committee is comprised
of one secretary and several
other members. The positions
of Chairman and the secretary
of the Party committee shall
be assumed by the same person
in principle, and a full-time
deputy secretary of the Party
committee shall be appointed
to take charge of the Party
building work. Eligible members
of the Party committee are
entitled to be admitted to
the board of directors, the
supervisory committee, and
the management through legal
procedures, and eligible
Party members from the board
of directors, the supervisory
committee, and the management
are entitled to be admitted
to the Party committee in
accordance with relevant
rules and procedures. Meanwhile,
a discipline inspection committee
shall be established in accordance
with appropriate requirements.
-------------------------------------------- ---------------------------------------
Existing Articles Revised Articles
-------------------------------------------- --------------------------------------------
Article 107
The Party committee of the
Company shall perform its
duties by the internal laws
and regulations of the Party
such as the Constitution
of the Communist Party of
China:
(1) To guarantee and supervise
the Company's implementation
of policies and guidelines
of the Party and the State,
implement major strategic
decisions of the Central
Committee of the Party and
the State Council, as well
as make deployment for the
relevant material works of
the Party committee of the
State-owned Assets Supervision
and Administration Commission
of the State Council and
the superior Party organisation.
(2) To adhere to the principle
of the Party exercising leadership
over cadres, the selection
of management by the board
of directors, and the exercise
of power as regards the right
of cadres' appointment by
the management in accordance
with laws. The Party committee
shall deliberate and give
opinions on the candidates
nominated by the board of
directors or the general
manager, or recommend nominees
to the board of directors
or the general manager. The
Party committee of the Company,
together with the board of
directors, shall observe
the proposed candidates and
give opinions collectively.
-------------------------------------------- --------------------------------------------
Existing Articles Revised Articles
------------------------------------- --------------------------------------
(3) To study and discuss
the Company's material matters
on its reform, development
and stability, as well as
major issues relating to
the Company's operation and
management and to the interests
of the staff, and propose
opinions and suggestions
thereon.
(4) To assume full responsibility
for enforcing the strict
discipline of the Party.
Leading the Company's ideological
and political work, the front
unification work, building
of spiritual civilization
as well as building of corporate
culture, and lead mass organizations
such as the labour union
and the Communist Youth League.
Playing a leading role in
the construction of the Party's
working style and a clean
and honest government, and
support the disciplinary
committee in fulfilling its
responsibility of supervision
in practice.
------------------------------------- --------------------------------------
CHAPTER 10 BOARD OF DIRECTORS CHAPTER 101 BOARD OF DIRECTORS
------------------------------------- --------------------------------------
Article 105 Article 1058
The Company shall have a The Company shall have a
board of directors. The board board of directors. The board
of directors shall consist of directors shall consist
of 12 directors, at least of 7 to 13 directors, at
half of which shall be outside least half of which shall
directors (those who do not be outside directors (those
assume any position within who do not assume any position
the Company), and of which within the Company), and
more than four shall be independent of which at least 1/3 of
directors (meaning directors the overall directors more
who are independent of the than four shall be independent
Company's shareholders and directors (meaning directors
do not hold offices within who are independent of the
the Company). At least one Company's shareholders and
independent director shall do not hold offices within
have appropriate professional the Company). At least one
qualification, or expertise independent director shall
in accounting or related have an appropriate professional
financial management. qualification or expertise
in accounting or related
financial management; the
board of directors shall
The board of directors shall have one (1) employee representative
have one (1) Chairman and director.
one (1) Deputy Chairman.
The board of directors shall
have one (1) Chairman and
one (1) Deputy Chairman.
------------------------------------- --------------------------------------
Existing Articles Revised Articles
-------------------------------------------- --------------------------------------------
Article 106 Article 1069
Directors shall be elected Directors (excludin g th
at the shareholders' general e employee representative
meeting each for a term of director) shall be elected
three (3) years (starting at the shareholders' general
from the election date to meeting and the employee
the date on which a new board representative director shall
of directors is elected at be elected or dismissed by
a shareholders' general meeting). the employee representative
At the expiry of a director's meeting each for a term of
term, the term is renewable three (3) years (starting
upon re- election, provided from the election date to
that the term of reappointment the date on which a new board
of an independent director of directors is elected at
shall not be more than six a shareholders' general meeting).
(6) years. At the expiry of a director's
term, the term is renewable
upon re- election, provided
that the term of reappointment
of an independent director
shall not be more than six
If the term of office of (6) years.
a director expires but re-
election is not made promptly, If the term of office of
the said director shall continue a director expires but re-
fulfilling the duties as election is not made promptly,
a director under relevant the said director shall continue
laws, administrative regulations, fulfilling the duties as
departmental rules and the a director under relevant
Articles of Association until laws, administrative regulations,
a new director is elected. departmental rules and the
Articles of Association until
The list of candidates for a new director is elected.
directors shall be submitted
in the form of a motion to The list of candidates for
a shareholders' general meeting directors (excluding the
for consideration. Candidates employee representative director)
other than those for independent shall be submitted in the
directors shall be nominated form of a motion to a shareholders'
by the board of directors, general meeting for consideration.
supervisory committee or Candidates other than those
shareholder(s) holding, alone for independent directors
or together, more than three and the employee representative
percent (3%) of the total director shall be nominated
amount of voting shares in by the board of directors,
the Company and elected at supervisory committee or
the shareholders' general shareholder(s) holding, alone
meeting. or together, more than three
percent (3%) of the total
amount of voting shares in
the Company and elected at
the shareholders' general
meeting.
-------------------------------------------- --------------------------------------------
Existing Articles Revised Articles
-------------------------------------------- --------------------------------------------
A written notice of the intention A written notice of the intention
to propose a person for election to propose a person for election
as a director and a notice as a director (excluding
in writing by that person the employee representative
indicating his acceptance director) and a notice in
of such election shall have writing by that person indicating
been given to the Company his acceptance of such election
seven (7) days before the shall have been given to
date of such shareholders' the Company seven (7) days
general meeting. The shortest before the date of such shareholders'
notice period for such written general meeting. The shortest
notice shall be 7 days. notice period for such written
notice shall be 7 days.
.......
.......
-------------------------------------------- --------------------------------------------
Article 107 Article 10710
The following procedures The following procedures
shall be carried out prior shall be carried out prior
to the election of the non-independent to the election of the non-independent
directors: directors:
(1) The nominator of a candidate (1) The nominator of a candidate
for the non-independent directors for the non-independent directors
shall seek the consent of shall seek the consent of
such candidate prior to nomination such candidate prior to nomination
and shall have a full understanding and shall have a full understanding
towards the profession, education, towards the profession, education,
job position, detailed working job position, detailed working
experience and all other experience and all other
positions held concurrently positions held concurrently
as well as preparing written as well as preparing written
materials containing the materials containing the
said information to the Company. said information to the Company.
Candidates shall undertake Candidates shall undertake
to the Company in writing to the Company in writing
that they have agreed to that they have agreed to
accept the nomination and accept the nomination and
that all disclosed information that all disclosed information
relating to them are true relating to them are true
and complete and shall guarantee and complete and shall guarantee
that they will conscientiously that they will conscientiously
perform the director's responsibilities perform the director's responsibilities
after being elected. after being elected.
-------------------------------------------- --------------------------------------------
Existing Articles Revised Articles
-------------------------------------------- --------------------------------------------
(2) If the nomination of (2) If the nomination of
a candidate for the non- a candidate for the non-
independent directors is independent directors is
taken place before the board taken place before the board
meeting of the Company was meeting of the Company was
convened and if the applicable convened and if the applicable
law, regulations and/or the law, regulations and/or the
relevant listing rules contain relevant listing rules contain
relevant provisions, the relevant provisions, the
written materials concerning written materials concerning
the nominee set out in subparagraph the nominee set out in subparagraph
(1) of this Article shall (1) of this Article shall
be publicly announced together be publicly announced together
with the resolutions of the with the resolutions of the
board of directors in accordance board of directors in accordance
with such provisions. with such provisions.
(3) If a shareholder holding, (3) If a shareholder holding,
alone or together, more than alone or together, more than
three percent (3%) of the three percent (3%) of the
total voting shares of the total voting shares of the
Company proposes an ex tempore Company proposes an ex tempore
motion on the election of motion on the election of
non-independent directors non-independent directors
at the shareholders' general (excludin g th e employee
meeting of the Company, the representative director)
written notice specifying at the shareholders' general
the intention to propose meeting of the Company, the
a person for election as written notice specifying
a director and the willingness the intention to propose
of the nominee to accept a person for election as
nomination together with a director and the willingness
the written materials and of the nominee to accept
undertakings containing such nomination together with
particulars of the nominee the written materials and
as set out in subparagraph undertakings containing such
(1) of this Article shall particulars of the nominee
be despatched to the Company as set out in subparagraph
within ten (10) days prior (1) of this Article shall
to the shareholders' general be despatched to the Company
meeting. Such notice shall within ten (10) days prior
commence no earlier than to the shareholders' general
the day after the despatch meeting. Such notice shall
of the notice of the meeting commence no earlier than
for the election of directors the day after the despatch
and end no later than seven of the notice of the meeting
(7) days before the date for the election of directors
of such meeting. and end no later than seven
(7) days prior to the date
of such meeting.
-------------------------------------------- --------------------------------------------
Existing Articles Revised Articles
-------------------------------------------- --------------------------------------------
Article 108 Article 10811
At a shareholders' general At a shareholders' general
meeting, the cumulative voting meeting, the cumulative voting
system shall be adopted for system shall be adopted for
voting on the motions for voting on the motions for
the election of directors. the election of directors
In other words, when electing (excludin g th e employee
two or more directors at representative director).
a shareholders' general meeting, In other words, when electing
the number of voting rights two or more directors at
carried by each of the shares a shareholders' general meeting,
held by a voting shareholder the number of voting rights
is the same as the number carried by each of the shares
of directors to be elected held by a voting shareholder
such that a shareholder may is the same as the number
exercise the voting rights of directors to be elected
in a way to concentrate all such that a shareholder may
his votes on a particular exercise the voting rights
candidate or to spread his in a way to concentrate all
votes on several candidates. his votes on a particular
candidate or to spread his
votes on several candidates.
-------------------------------------------- --------------------------------------------
Article 113
The board of directors shall
make inquiries with the Party
committee before making decisions
on major issues of the Company.
-------------------------------------------- --------------------------------------------
Article 115 Article 1159
The Chairman of the board The Chairman of the board
of directors shall exercise of directors shall exercise
the following powers: the following powers:
(1) to preside over shareholders' (1) to preside over shareholders'
general meetings and to convene general meetings and to convene
and preside over meetings and preside over meetings
of the board of directors; of the board of directors;
(2) to check on the implementation (2) to check on the implementation
of resolutions passed by of resolutions passed by
the board of directors at the board of directors at
directors' meetings; directors' meetings;
(3) to sign the securities (3) to sign the securities
certificates issued by the certificates issued by the
Company; Company;
(4) to exercise other powers (4) to convene Chairman's
conferred by the board of office meeting;
directors.
(5) to exercise other powers
conferred by the board of
directors.
-------------------------------------------- --------------------------------------------
Existing Articles Revised Articles
-------------------------------------------- --------------------------------------------
The vice chairman of the The vice chairman of the
board of directors shall board of directors shall
assist the chairman of the assist the chairman of the
board of directors with his/her board of directors with his/her
duties. Should the chairman duties. Should the chairman
of the board of directors of the board of directors
be unable to perform or fail be unable to perform or fail
to perform his/her duties, to perform his/her duties,
the vice chairman of the the vice chairman of the
board of directors shall board of directors shall
perform the said duties. perform the said duties.
Should the vice chairman Should the vice chairman
of the board of directors of the board of directors
be unable to perform or fail be unable to perform or fail
to perform his/her duties, to perform his/her duties,
a director jointly elected a director jointly elected
by more than half of the by more than half of the
number of Directors shall number of Directors shall
perform the said duties. perform the said duties.
-------------------------------------------- --------------------------------------------
Article 118 Article 11822
All the executive and outside All the executive and outside
directors must be notified directors must be notified
about the important matters about the important matters
that shall be decided by that shall be decided by
the board of directors within the board of directors within
the time limit stipulated the time limit stipulated
in Article 116 of these Articles in Article 11720 of these
of Association and sufficient Articles of Association and
materials shall be provided sufficient materials shall
at the same time in strict be provided at the same time
compliance with the required in strict compliance with
procedures. Directors may the required procedures.
request for supplementary Directors may request for
information. If more than supplementary information.
one-fourth of the directors If more than one-fourth of
or more than two outside the directors or more than
directors consider that the two outside directors consider
materials provided are not that the materials provided
sufficient or supporting are not sufficient or supporting
arguments are not clear, arguments are not clear,
they may jointly propose they may jointly propose
to postpone the meeting or to postpone the meeting or
defer the discussion of certain defer the discussion of certain
matters on the agenda of matters on the agenda of
the meeting and the board the meeting and the board
of directors shall accept of directors shall accept
such proposal. such proposal.
Notice of a meeting shall Notice of a meeting shall
be deemed to have been given be deemed to have been given
to any director who attends to any director who attends
the meeting without protesting the meeting without protesting
against, before or at its against, before or at its
commencement, any lack of commencement, any lack of
notice. notice.
Any regular or ad hoc meeting Any regular or ad hoc meeting
of the board of directors of the board of directors
may be held by way of telephone may be held by way of telephone
conferencing or similar communication conferencing or similar communication
equipment so long as all equipment so long as all
directors participating in directors participating in
the meeting can clearly hear the meeting can clearly hear
and communicate with each and communicate with each
other. All such directors other. All such directors
shall be deemed to be present shall be deemed to be present
in person at the meeting. in person at the meeting.
-------------------------------------------- --------------------------------------------
Existing Articles Revised Articles
-------------------------------------------- --------------------------------------------
Article 124 Article 1248
Subject to all relevant laws Subject to all relevant laws
and administrative regulations, and administrative regulations,
the shareholders' general the shareholders' general
meeting may remove by any meeting may remove by any
director an ordinary resolution director (excluding the employee
before the expiration of representative director)
his term of office. However, an ordinary resolution before
the director's right to claim the expiration of his term
for damages arising from of office. However, the director's
his removal shall not be right to claim for damages
affected thereby. arising from his removal
shall not be affected thereby.
-------------------------------------------- --------------------------------------------
Article 125 Article 1259
A director may resign prior A director may resign prior
to the expiration of his to the expiration of his
term of office. If a director term of office. If a director
resigns from his office, resigns from his office,
he shall submit a written he shall submit a written
report of his resignation report of his resignation
to the board of directors. to the board of directors.
Independent directors shall Independent directors shall
explain the circumstances explain the circumstances
which are relevant to his which are relevant to his
resignation and which in resignation and which in
his opinion are necessary his opinion are necessary
to bring to the attention to bring to the attention
of the shareholders and creditors of the shareholders and creditors
of the Company. of the Company.
If the resignation of a director
will result in the board If the resignation of a director
of directors of the Company will result in the board
having less than the statutory of directors of the Company
minimum number of directors, having less than the statutory
then such director's report minimum number of directors,
of resignation shall only then such director's report
take effect after a new independent of resignation shall only
director has been appointed take effect after a new independent
to fill the vacancy so caused director has been appointed
by his resignation. The board to fill the vacancy so caused
of directors shall convene by his resignation. The board
an ad hoc meeting as soon of directors The Company
as possible during its remaining shall convene an ad hoc meeting
term to elect a director or employee representative
to fill up the vacancy arising meeting as soon as possible
from the resignation of the during its remaining term
director. Before a decision to elect a director to fill
is made at the shareholders' up the vacancy arising from
general meeting regarding the resignation of the director.
the election of the director, Before a decision is made
the functions and powers at the shareholders' general
of the resigning director meeting or the employee representative
and the remaining board of meeting regarding the election
director shall be restricted of the director, the functions
to a reasonable extent. and powers of the resigning
director and the remaining
...... board of director shall be
restricted to a reasonable
extent.
......
-------------------------------------------- --------------------------------------------
Existing Articles Revised Articles
-------------------------------------------- --------------------------------------------
Article 135 Article 1359
A director or senior management A director or other senior
personnel other than the management
president or chief financial personnel other than the
officer of the Company may president or chief financial
also act as the secretary officer of the Company may
of the board of directors. also act as the secretary
The certified public accounting of the board of directors.
firm which has been appointed The certified public accounting
by the Company to act as firm which has been appointed
its auditors shall not act by the Company to act as
as the secretary of the board its auditors shall not act
of directors. as the secretary of the board
of directors.
Where the office of secretary Where the office of secretary
is held concurrently by a is held concurrently by a
director, and an act is required director, and an act is required
to be done by a director to be done by a director
and a secretary separately, and a secretary separately,
the person who holds the the person who holds the
office of director and secretary office of director and secretary
may not perform the act in may not perform the act in
a dual capacity. a dual capacity.
-------------------------------------------- --------------------------------------------
Appendix II
Proposed Amendments to the Rules and Procedures of Shareholders' Meetings
Set out below are the details of amendments to the Rules and Procedures of Shareholders' Meetings and revisions have been underlined (if applicable) for the convenience of perusal.
Existing Articles Revised Articles
-------------------------------------------- --------------------------------------------
Article 16 Article 16
The powers exercisable by The powers exercisable by
a general meeting are as a general meeting are as
follows: follows:
(1) to decide on the Company's (1) to take a decision on
business policy and investment the Company's business policy
plans; and investment plans;
(2) to elect and replace (2) to elect and replace
directors and to decide on directors (excluding the
matters relating to the remuneration employee representative director)
of directors;...... and to decide on matters
relating to the remuneration
of directors;......
--------------------------------------------
Article 20 Article 20
In order to guarantee the In order to guarantee the
stabilisation of the investment stabilisation of the investment
policies of the Company and operation policies of the
to increase the daily operation Company, and to increase
efficiency, the decision-making the daily operation efficiency,
and approval authority of the relevant decision-making
the Company in relation to and approval authority of
investment projects are as the Company in relation to
follows: ...... investment projects are as
follows: ......
-------------------------------------------- --------------------------------------------
Existing Articles Revised Articles
-------------------------------------------- --------------------------------------------
Article 21 Article 21
The board of directors shall The board of directors shall
be authorized by the shareholders' be authorized by the shareholders'
general meetings to dispose general meetings to dispose
of any fixed assets of the of any fixed assets of the
Company where the estimated Company where the estimated
value of the consideration value of the consideration
for the proposed disposal for the proposed disposal
and the value of the consideration and the value of the consideration
for any such disposal of for any such disposal of
any fixed assets of the Company any fixed assets of the Company
that has been completed in that has been completed in
the period of four (4) months the period of four (4) months
immediately preceding the immediately preceding the
proposed disposal, on an proposed disposal, on an
aggregate basis exceeds 33% aggregate basis exceeds 33%
of the value of the Company's of the value of the Company's
fixed assets as shown in fixed assets as shown in
the latest balance sheet the latest balance sheet
which was considered at a which was considered at a
shareholders' general meeting. shareholders' general meeting.
If the above-mentioned ratio If the above-mentioned ratio
is lower than 0.2%, shareholders' is lower than 0.2%, shareholders'
general meetings shall authorise general meetings shall authorise
the principal's office meetings the president's office meetings
to approve the disposal of to approve the disposal of
such fixed assets. When what's such fixed assets excluding
provided above is inconsistent disposals pertaining aircrafts,
with that of the rules pertaining engines and basic infrastructures.
listing of corporate securities When what's provided above
of the securities exchange, is inconsistent with that
the latter shall prevail. of the rules pertaining listing
of corporate securities of
the securities exchange,
the latter shall prevail.
The disposals of fixed assets
provided in this article The disposals of fixed assets
include acts of transferring provided in this article
certain asset equities while include acts of transferring
not include assurances based certain asset equities while
on fixed assets. not include assurances based
on fixed assets.
-------------------------------------------- --------------------------------------------
Existing Articles Revised Articles
-------------------------------------------- --------------------------------------------
Article 34 Article 34
The list of candidates for The list of candidates for
supervisors and directors supervisors and directors
shall be submitted to the shall be submitted to the
shareholders' general meeting shareholders' general meeting
in the form of a motion for in the form of motion for
approval. approval.
Candidates for directors Candidates for directors
(excluding independent directors (excluding independent directors
and employee representative and employee representative
director, the same hereafter) director, the same hereafter)
shall be nominated by the shall be nominated by the
board of directors, the supervisory board of directors, the supervisory
committee or shareholders committee or shareholders
who individually or jointly who individually or jointly
hold 3% or more of the Company's hold 3% or more of the Company's
voting shares. The proposal voting shares. The proposal
shall be submitted to the shall be submitted to the
board of directors and will board of directors and will
be announced after being be announced after being
reviewed by the board of reviewed by the board of
directors. directors.
-------------------------------------------- --------------------------------------------
Article 63 Article 63
At a shareholders' general At a shareholders' general
meeting, the cumulative voting meeting, the cumulative voting
system shall be adopted for system shall be adopted for
voting on the motions for voting on the motions for
election of directors and election of directors (excluding
supervisors in compliance the employee representative
with the articles of association director) and supervisors
or resolutions of the shareholders' in accordance with the articles
general meeting. of association or resolutions
of the shareholders' general
meeting.
The above section means that, The above section means that,
when electing directors or when electing two or more
supervisors at a shareholders' directors or supervisors
general meeting, the number at a shareholders' general
of voting rights carried meeting, the number of voting
by each of the shares held rights carried by each of
by a voting shareholder is the shares held by a voting
the same as the number of shareholder is the same as
directors or supervisors the number of directors or
to be elected such that a supervisors to be elected
shareholder may exercise such that a shareholder may
the voting rights in a way exercise the voting rights
to concentrate all his votes in a way to concentrate all
on a particular candidate. his votes on a particular
candidate.
-------------------------------------------- --------------------------------------------
Existing Articles Revised Articles
-------------------------------------------- --------------------------------------------
Article 66 Article 66
At a shareholders' general At a shareholders' general
meeting, the cumulative voting meeting, the cumulative voting
system shall be adopted for system shall be adopted for
voting on the motions for voting on the motions for
the election of directors. the election of directors
The content of the cumulative (excluding the employee representative
voting system is as follows: director). The main content
... of the cumulative voting
system is as follows: ...
--------------------------------------------
Appendix III
Proposed Amendments to the Rules and Procedures of Meetings of the Board of Directors
Set out below are the details of amendments to the Rules and Procedures of Meetings of the Board of Directors and revisions have been underlined (if applicable) for the convenience of perusal.
Existing Articles Revised Articles
-------------------------------------------- --------------------------------------------
Article 3 Article 3
The composition of the board The composition of the board
of directors should be in of directors should be in
accordance with the Articles accordance with the Articles
of association, including of association, including
appropriate proportion of proper proportion of independent
independent directors and directors and outside directors,
outside directors. and employee representative
director.
-------------------------------------------- --------------------------------------------
Article 4 Article 4
Directors shall be elected Directors (excluding the
or changed at the shareholders' employee representative director)
general meeting, each for shall be elected or changed
a term of three (3) years. at the shareholders' general
At the expiry of a director's meeting, and the employee
term, the term is renewable representative director shall
upon re-election, provided be elected or changed by
that the term of reappointment the employee representative
of an independent director meeting, each for a term
shall not be more than six of three (3) years. At the
(6) years. Shareholders' expiry of a director's term,
general meeting shall not the term is renewable upon
dismiss a director's office re-election, provided that
without reason before the the term of reappointment
expiry of a director's term. of an independent director
A director's term starts shall not be more than six
from the election date to (6) years. Directors shall
the date on which a new board not be dismissed without
of directors is elected at reason by a shareholders'
a shareholders' general meeting. general meeting before the
expiry of a director's term.
A director's term starts
from the election date to
the date on which a new board
of directors is elected at
a shareholders' general meeting.
--------------------------------------------
Existing Articles Revised Articles
-------------------------------------------- --------------------------------------------
Article 6 Article 6
The board of directors shall The board of directors shall
include one chairman and include one chairman and
two vice chairmen, who are two vice chairmen, who are
elected and removed by a elected and removed by a
majority of directors. majority of directors.
The Chairman of the board The Chairman of the board
of directors shall exercise of directors shall exercise
the following powers: the following powers:
(1) to preside over shareholders' (1) to preside over shareholders'
general meetings and to convene general meetings and to convene
and preside over meetings and preside over meetings
of the board of directors; of the board of directors;
(2) to check on the implementation (2) to check on the implementation
of resolutions passed by of resolutions passed by
the board of directors at the board of directors at
directors' meetings; directors' meetings;
(3) to sign the securities (3) to sign the securities
certificates issued by the certificates issued by the
Company; Company;
(4) to sign material documents (4) to sign material documents
of the board of directors of the board of directors
and other documents which and other documents which
shall be signed by the legal shall be signed by the legal
representative of the Company; representative of the Company;
(5) to exercise power of (5) to exercise power of
the legal representative the legal representative
of the Company; of the Company;
(6) to exercise special disposal (6) to exercise special disposal
power as to the matters of power as to the matters of
the company on the basis the company on the basis
of complying with laws and of complying with laws and
regulations and corporate regulations and corporate
interests in the situation interests in the situation
of force majeure such as of force majeure such as
the occurrence of extraordinary the occurrence of extraordinary
natural disaster; natural disaster;
-------------------------------------------- --------------------------------------------
Existing Articles Revised Articles
-------------------------------------------- --------------------------------------------
(7) to exercise other powers (7) to convene Chairman's
conferred by the office meeting and Listen
to reports on operation and
management of the Company
regularly or irregularly
and conduct research on related
issues;
board of directors.
(8) to exercise other powers
conferred by the board of
directors.
The vice chairman shall assist The vice chairman shall assist
the chairman in performing the chairman in performing
his duties. If the chairman his duties. If the chairman
is unable or fails to perform is unable or fails to perform
his duties, such duties shall his duties, such duties shall
be performed by the vice be performed by the vice
chairman. In the event that chairman. In the event that
the vice chairman is unable the vice chairman is unable
or fails to perform his duties, or fails to perform his duties,
a director shall be elected a director shall be elected
jointly by a majority of jointly by a majority of
the directors to perform the directors to perform
such duties. such duties.
-------------------------------------------- --------------------------------------------
Article 11 Article 11
The approval authority of The approval authority of
the board of directors in the board of directors in
relation to the Company's relation to the decisions
investment projects as follows: concerning transactions,
... investments and guarantees,
etc. as to the decision making
of investment programs of
the Company is as follows:
...
-------------------------------------------- --------------------------------------------
Article 13
The board of directors decides
the establishment of the
first-level management of
the Company.
-------------------------------------------- --------------------------------------------
Article 30 Article 301
Principle of democracy shall Principle of democracy shall
be implemented throughout be implemented throughout
the meetings of board of the meetings of the board
directors when deciding the of directors when deciding
resolutions. Opinions of the resolutions. Opinions
each director shall be respected. of each director shall be
respected. The secretary
of the discipline inspection
committee shall attend the
meetings of the board of
directors and the meetings
of board committees with
no right to vote.
--------------------------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCOKDDPBBKKAFN
(END) Dow Jones Newswires
August 31, 2017 02:01 ET (06:01 GMT)
1 Year Air China Ld Chart |
1 Month Air China Ld Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions
