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.
(A joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 00696)
ANNOUNCEMENT
PROPOSED RE-ELECTION AND APPOINTMENT OF DIRECTORS
According to the Articles of Association, the term of office of the sixth session of the Board has expired.
The Board proposed the re-election of Mr. Cui Zhixiong and Mr. Xiao Yinhong as executive Directors of the seventh session of the Board, the re-election of Mr. Zhao Xiaohang and Mr. Xi Sheng as non-executive Directors of the seventh session of the Board, and the re-election of Mr. Cao Shiqing, Dr. Ngai Wai Fung and Mr. Liu Xiangqun as independent non-executive Directors of the seventh session of the Board. The Board also proposed the appointment of Mr. Luo Laijun as a non-executive Director of the seventh session of the Board.
Mr. Han Wensheng, a non-executive Director of the sixth session of the Board, will cease to be the Director after the election of the members of the seventh session of the Board becomes effective.
According to the Articles of Association (the "Articles of Association") of TravelSky Technology Limited (the "Company"), the term of office of the sixth session of the board of directors (the "Board") of the Company has expired.
Proposed Re-election and Appointment
In accordance with the relevant requirements of the Articles of Association, the Company Law of the People's Republic of China (the "Company Law") and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), the Board proposed that the seventh session of the Board shall consist of nine directors (the "Director(s)"), including three executive Directors, three non-executive Directors and three independent non-executive Directors. The Board proposed the re-election of Mr. Cui Zhixiong and Mr. Xiao Yinhong as executive Directors of the seventh session of the Board, the re-election of Mr. Zhao Xiaohang and Mr. Xi Sheng as non-executive Directors of the seventh session of the Board, and the re-election of Mr. Cao Shiqing, Dr. Ngai Wai Fung and Mr. Liu Xiangqun as independent non-executive Directors of the seventh session of the Board. The Board also proposed the appointment of Mr. Luo Laijun as a non-
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executive Director of the seventh session of the Board. The Company is endeavouring to identify a suitable candidate to fill in the vacancy of the remaining one executive Director of the Board as soon as practicable so as to be in compliance with the Articles of Association and to achieve better corporate governance of the Company. The nomination committee of the Board has reviewed the proposed composition of the members of the seventh session of the Board and was of the view that the proposed composition of the Board is in compliance with the requirements of the Articles of Association, the applicable laws, regulations and the Listing Rules and the needs of the Company.
According to the Articles of Association, the proposed re-election and appointment of Directors are subject to the approval by shareholders of the Company (the "Shareholders") at a general meeting. The relevant proposals will be put forward to the forthcoming extraordinary general meeting of the Company (the "EGM") for Shareholders' consideration and approval. The term of office of the seventh session of the Board will be three years commencing from the conclusion of the EGM.
Pursuant to the relevant provisions of the Company Law and the Articles of Association, all Directors of the sixth session of the Board shall continue to perform their duties as Directors in accordance with applicable laws and regulations until the re-election and appointment of the members of the seventh session of the Board becomes effective upon conclusion of the EGM. Mr. Han Wensheng, a non- executive Director of the sixth session of the Board, will cease to be the Director after the election of the members of the seventh session of the Board becomes effective.
Biographical Details of the Proposed New Director
Biographical details of Mr. Luo Laijun, the proposed new Director of the seventh session of the Board, are set out below:
Mr. Luo Laijun, aged 48, graduated from Nanjing University of Aeronautics and Astronautics, majoring in Accounting and also obtained an Executive Master of Business Administration (EMBA) degree from Tsinghua University School of Economics and Management. He served as the Manager of Finance Department in Shanghai Branch of China Southern Airlines Co., Ltd.* (中國南方航空股 份有限公司), Deputy Director of the Purchasing Office in Finance Department of China Southern Airlines Co., Ltd.* (中國南方航空股份有限公司), Deputy Manager and Manager of Finance Department of Guizhou Airlines Company Limited* (貴州航空有限公司). He has acted as Chief Financial Officer and Manager of Finance Department of Guizhou Airlines Company Limited * (貴州 航空有限公司) in June 2003; Director of Business Assessment Office of China Southern Airlines Co., Ltd.* (中國南方航空股份有限公司) in June 2005; Deputy Director of Commercial Steering Committee and General Manager and Party member of Financing Plan Department of China Southern Airlines Co., Ltd.* (中國南方航空股份有限公司) in November 2005; General Manager and Deputy Party Secretary of Freight Department of China Southern Airlines Co., Ltd.* (中國南方航空股份有 限公司) in February 2009; the General Manager and the Deputy Party Secretary of Dalian Branch of China Southern Airlines Co., Ltd.* (中國南方航空股份有限公司) in July 2012; Executive Deputy Director and the Deputy Party Secretary of Commercial Steering Committee of China Southern Airlines Co., Ltd.* (中國南方航空股份有限公司) in November 2016; Director and the Deputy Party Secretary of Commercial Steering Committee of China Southern Airlines Co., Ltd.* (中國南方航空
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股份有限公司) in August 2017; Executive Vice President and the Party member of China Southern Air Holding Limited Company* (中國南方航空集團有限公司) in February 2019; Executive Vice President and the Party member of China Southern Air Holding Limited Company* (中國南方航空集 團有限公司) and Executive Vice President of China Southern Airlines Co., Ltd.* (中國南方航空股 份有限公司) in March 2019.
Mr. Luo Laijun has confirmed that, save as disclosed above, as at the date of this announcement, (1) he does not hold any other positions with the Company or any of its subsidiaries or any directorship in any other listed public companies in the past three years; (2) he does not have any relationship with any Director, senior management, substantial Shareholder or controlling Shareholder of the Company; and (3) he does not have any interest or deemed interest in any shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)).
Save as disclosed above, the Board is not aware of any other matter in respect of the proposed appointment of Mr. Luo Laijun that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules or any other matter that needs to be brought to the attention of The Stock Exchange of Hong Kong Limited and the Shareholders.
The Company will enter into a service contract with each of the proposed Directors of the seventh session of the Board after their re-election and appointment are approved at the EGM. The remuneration standards for the Directors of the seventh session of the Board are subject to the approval of Shareholders at the EGM and the specific remuneration of each of the Directors will be determined in accordance with the applicable laws, regulations and regulatory provisions as well as relevant remuneration policies of the Company.
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GENERAL INFORMATION
A circular containing, among other things, details about the proposed re-election and appointment of Directors of the seventh session of the Board will be despatched to the Shareholders as soon as practicable.
By the order of the Board
TravelSky Technology Limited
Cui Zhixiong
Chairman
Beijing, PRC
27 December 2019
As at the date of this announcement, the Board comprises:
Executive Directors: | Mr. Cui Zhixiong (Chairman) and Mr. Xiao Yinhong; |
Non-executive Directors: | Mr. Han Wensheng, Mr. Zhao Xiaohang and Mr. Xi Sheng; |
Independent non-executive | Mr. Cao Shiqing, Dr. Ngai Wai Fung and Mr. Liu Xiangqun. |
Directors: |
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