Air China Announcement of AOA

15 Apr 2008 07:01

Air China Ld15 April 2008 The Stock Exchange of Hong Kong Limited takes no responsibility for the contentsof this announcement, makes no representation as to its accuracy or completenessand expressly disclaims any liability whatsoever for any loss whatsoever arisingfrom or in reliance upon the whole or any part of the contents of thisannouncement. (a joint stock limited company incorporated in the People's Republic of China with limited liability) (Stock Code: 753) PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION At the board meeting of Air China Limited (the "Company") held on 14 April 2008,the board of directors (the "Board") of the Company proposed to amend theCompany's articles of association (the "Articles of Association") in respect ofthe number of directors of the Board. According to the Articles of Association and the relevant laws and regulations,the proposed amendment to the Articles of Association (the "Proposed Amendment")is subject to the shareholders' approval by way of special resolution at theCompany's general meeting. Further, the Proposed Amendment will become effectiveonce the relevant PRC government authorities approve it. Since Mr. Li Jiaxiang, the former chairman of the Board has resigned as adirector and the chairman of the Board due to work reallocation, the number ofdirectors of the Board changed from 13 to 12, which includes 4 independentnon-executive directors. The relevant PRC law requires that independentnon-executive directors should account for at least one third of the directorsof the board of directors of a listed company. Therefore, at the board meetingof the Company held on 14 April 2008, the Board proposed to amend the Articlesof Association as follows: The first paragraph of Article 105 of the Articles of Association of theoriginal draft, which reads: "The Company shall have a board of directors. The board of directors shallconsist of 13 directors. ......" is hereby amended as follows: "The Company shall have a board of directors. The board of directors shallconsist of 12 directors. ......" According to the Articles of Association and the relevant laws and regulations,the Proposed Amendment is subject to the shareholders' approval by way ofspecial resolution at the Company's general meeting. Further, the ProposedAmendment will become effective once the relevant PRC government authoritiesapprove it. By order of the Board Air China Limited Kong Dong Acting Chairman of the Board Beijing, PRC, 14 April 2008 As at the date of this announcement, the Directors of the Company are Kong Dong,Wang Shixiang, Yao Weiting, Ma Xulun, Christopher Dale Pratt, Chen Nan LokPhilip, Cai Jianjiang, Fan Cheng, Hu Hung Lick, Henry*, Wu Zhipan*, Zhang Ke*and Jia Kang*. * Independent non-executive Director of the Company This information is provided by RNS The company news service from the London Stock Exchange