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AIRC Air China Ld

78.8045
0.00 (0.00%)
28 Mar 2024 - Closed
Delayed by 15 minutes
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 00:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Air Transport, Scheduled 52.74B -35.02B -7.0666 -0.07 2.28B

Air China Ld PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION (9537U)

09/04/2021 7:00am

UK Regulatory


Air China Ld (LSE:AIRC)
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TIDMAIRC

RNS Number : 9537U

Air China Ld

09 April 2021

If you are in any doubt as to any aspect of this circular or as to the action you should take, 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 and the accompanying form of proxy and notice of attendance 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) PROPOSED AMMENTS TO THE ARTICLES OF ASSOCIATION

(II) GENERAL MANDATE TO ISSUE DEBT FINANCING INSTRUMENTS

AND

NOTICE OF ANNUAL GENERAL MEETING

A letter from the Board is set out on pages 3 to 7 of this circular.

A notice convening the annual general meeting of the Company to be held at 11:00 a.m. on Tuesday, 25 May 2021 at The Conference Room C713, No. 30, Tianzhu Road, Airport Industrial Zone, Shunyi District, Beijing, the PRC, is set out on pages 12 to 15 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.

9 April 2021

Page

DEFINITIONS.....................................................................................................................................................

1

LETTER FROM THE BOARD................................................................................................................................

3

   APPIX I - PROPOSED AMMENTS TO THE ARTICLES OF ASSOCIATION ..........................   8 

NOTICE OF ANNUAL GENERAL MEETING ..................................................................................................... 12

In this circular, the following expressions have the following meanings, unless the context requires otherwise:

"A Share(s)" the domestic ordinary share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which are listed on the Shanghai Stock Exchange and traded in RMB

"AGM" the 2020 annual general meeting of the Company to be held at 11:00 a.m. on Tuesday, 25 May 2021 at The Conference Room C713, No. 30, Tianzhu Road, Airport Industrial Zone, Shunyi District, Beijing, the 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, as amended from time to time

   "Board"                                                       the board of Directors of the Company 

"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 have been admitted to the Official List of the UK Listing Authority as its secondary listing venue, and whose A shares are listed on the Shanghai Stock Exchange

"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 papers, short-term commercial papers, mid-term notes, domestic non-public targeted debt financing instruments, overseas debt financing instruments and overseas bonds/notes

   "Director(s)"                                               the director(s) of the Company 
   "Group"                                                      the Company and its subsidiaries 

"H Share(s)" the overseas listed foreign share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which are listed on the Stock Exchange as its primary listing venue and have been admitted to the Official List of the UK Listing Authority as its secondary listing venue

"Hong Kong" Hong Kong Special Administrative Region of the PRC

"Latest Practicable Date" 31 March 2021, 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, the Macau Special Administrative Region and Taiwan

"RMB" Renminbi, the lawful currency of the PRC

"Share(s)" collectively, the A Shares and H Shares

   "Shareholder(s)"                                          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 
   "%"                                                              per cent 

LETTER FROM THE BOARD

AIR CHINA LIMITED

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 00753)

 
 Directors:                               Registered Address: 
  Executive Director:                      Blue Sky Mansion 
  Song Zhiyong (Chairman)                  28 Tianzhu Road 
                                           Airport Industrial Zone 
  Non-executive Directors:                 Shunyi District 
  Feng Gang                                Beijing, the PRC 
  Patrick Healy 
  Xue Yasong                               Principal Place of Business 
                                           in Hong Kong: 
  Independent Non-executive Directors:     5th Floor, CNAC House 
  Duan Hongyi                              12 Tung Fai Road 
  Stanley Hui Hon-chung                    Hong Kong International 
  Li Dajin                                 Airport 
                                           Hong Kong 
 
                                           9 April 2021 
 

To the Shareholders

Dear Sir or Madam,

(I) PROPOSED AMMENTS TO THE ARTICLES OF ASSOCIATION

(II) GENERAL MANDATE TO ISSUE DEBT FINANCING INSTRUMENTS AND

NOTICE OF ANNUAL GENERAL MEETING

   I.          INTRODUCTION 

It is proposed that at the annual general meeting of the Company to be held on Tuesday, 25 May 2021, the notice of which is set out on pages 12 to 15 of this circular, resolutions will be proposed to, among others, (i) approve the proposed amendments to the Articles of Association; and (ii) give a general mandate to the Directors to issue Debt Financing Instruments.

   II.        PROFIT DISTRIBUTION PROPOSAL FOR THE YEAR 2020 

According to the audited results under the Chinese accounting standards and the international accounting standards, the Company recorded a net loss attributable to the owner of the parent company in 2020. As considered and approved by the 27th meeting of the fifth session of the Board of the Company, the Company proposed not to make profit distribution for the year of 2020.

   III.       PROPOSED AMMENTS TO THE ARTICLES OF ASSOCIATION 

Reference is made to the announcement of the Company dated 18 March 2021. According to the requirements of regulatory authorities and the actual operational needs of the Company, it is proposed to amend the terms relating to the Company's address and the business name of the promotor of the Company in the Articles of Association.

The full text of the proposed amendments to the Articles of Association is set out in Appendix I to this circular.

The proposed amendments to the Articles of Association are prepared in the Chinese language and the English version is therefore a translation only. In the event of any discrepancy between the English translation and the Chinese version of the Articles of Association, the Chinese version shall prevail.

The proposed amendments to the Articles of Association are subject to the Shareholders' approval at the AGM by way of a special resolution.

   IV.       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 of the Company 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,

and the specific issuer shall be determined by the Board according to the needs of issuance

   (ii)      Placing arrangement:          no preferential placement to the Shareholders 

(iii) Issue size: subject to that the balance of the Debt Financing Instruments

outstanding shall be within the permissible size prescribed by the relevant laws and regulations and specified by regulatory authorities, and the specific issue size shall be determined by the Board according to the capital needs and the market situations

   (iv)    Term and type:                not more than 15 years for one single-term instrument or a 

portfolio of instruments with various terms, and the specific term composition and the issue size of instruments with various terms shall be determined by the Board according to the relevant regulations and market situations

(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, and the specific use of proceeds shall be determined by the Board according to the capital needs

(vi) Term of validity of the authorization: from the date of the passing of the resolution at the AGM to the date of the annual general meeting of the Company for the year 2021

If the Board (including its authorized person) has resolved to issue the Debt Financing Instruments within the term of the Debt Financing Instruments Issue Mandate, it shall be deemed as an extension to the term of the mandate granted to the Board (including its authorized person) in respect of such issue on the general meeting, provided that there is no conflict between the mandate renewed by the Board (including its authorized person) on the general meeting after the expiry of the mandate and the mandate granted to the Board (including its authorized person) in respect of such issue.

   3.         AUTHORIZATION TO THE BOARD 

3.1 It is proposed to the Shareholders at the AGM to authorize 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, actual principal 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 put-back or redemption terms, credit rating, guarantee, repayment term, detailed fund-raising arrangements within the scope of use approved by the shareholders' 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 relating to the issuance (including, but not limited to, 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 legal 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 and confirm any action or procedure relating to the issuance as mentioned above already taken by the Company;

(iv) to make adjustments to the relevant matters such as the specific proposals for the issuance in accordance with the comments from the regulatory authorities or the prevailing market conditions within the authority granted at a general meeting, except where voting at a general meeting is required by any relevant laws and regulations and the Articles of Association;

(v) to determine and handle all relevant matters relating to the listing of the issued Debt Financing Instruments upon the completion of the issuance;

(vi) in the case of issuance of corporate debt financing instruments, during the term of the corporate debt financing instruments, 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 interests as they fall due;

(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;

(viii) to authorize the Board to delegate the authorizations set forth in items (i) to (vi) of paragraph 3.1 above to the president and/or the general accountant of the Company; and

(ix) to authorize the Board to delegate the authorization set forth in item (vii) of paragraph 3.1 above to the secretary of the Board.

   V.         RECOMMATION 

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.

   VI.       DUTY REPORT OF THE INDEPENT NON-EXECUTIVE DIRECTORS 

At the AGM, the Shareholders will be presented with the duty report of the independent non- executive Directors of the Company for the year 2020.

   VII.     AGM 

The Company will convene the AGM at The Conference Room C713, No. 30, Tianzhu Road, Airport Industrial Zone, Shunyi District, Beijing, the PRC at 11:00 a.m. on Tuesday, 25 May 2021. A notice of the AGM, a form of proxy and a notice of attendance will be dispatched to the Shareholders in accordance with the Listing Rules on Friday, 9 April 2021. The notice of the AGM is reproduced on pages 12 to 15 of this circular.

Whether or not you are able to attend the AGM, you are requested to complete and return the form of proxy in accordance with the instructions 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 Wednesday, 5 May 2021.

Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM 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.

   VIII.    GENERAL INFORMATION 

In order to determine the list of H Share Shareholders who will be entitled to attend and vote at the AGM, the register of members of H Shares will be closed from Sunday, 25 April 2021 to Tuesday, 25 May 2021 (both days inclusive), during which time no transfer of H Shares will be effected and registered.

In order to qualify for attendance and voting 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, Wanchai, Hong Kong, by 4:30 p.m. on Friday, 23 April 2021.

H Share Shareholders whose names appear on the register of members of H Shares on Sunday, 25 April 2021 are entitled to attend and vote at the AGM.

By order of the Board

Air China Limited

Song Zhiyong

Chairman

Beijing, the PRC

                           APPIX I    PROPOSED AMMENTS 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.

 
                                                  Amended article (Proposed amendments 
   Existing article                                being underlined) 
 Article 1 Air China Limited (the                 Article 1 Air China Limited (the 
  "Company") is a joint stock limited              "Company") is a joint stock limited 
  company established in accordance                company established in accordance 
  with the Company Law of the People's             with the Company Law of the People's 
  Republic of China (the "Company                  Republic of China (the "Company 
  Law"), the State Council's Special               Law"), the State Council's Special 
  Regulations Regarding the Issue                  Regulations Regarding the Issue 
  of Shares Overseas and the Listing               of Shares Overseas and the Listing 
  of Shares Overseas by Companies                  of Shares Overseas by Companies 
  Limited by Shares (the "Special                  Limited by Shares (the "Special 
  Regulations") and other relevant                 Regulations") and other relevant 
  laws and regulations of the State                laws and regulations of the State 
  ...                                              ... 
 
  The promoters of the Company are:                The promoters of the Company are: 
  China National Aviation Holding                  China National Aviation Holding 
  Company and China National Aviation              Corporation Limited and China 
  Corporation (Group) Limited (registered          National Aviation Corporation 
  in Hong Kong Special Administration              (Group) Limited (registered in 
  Region).                                         Hong Kong Special Administration 
                                                   Region). 
                                              ----------------------------------------------- 
 Article 3 The Company's address:                 Article 3 The Company's address: 
  Blue Sky Building, 28 Tianzhu                    Basement 1 - 101 9th Floor, Building 
  Road, Airport Industrial Zone,                   1, 30 Tianzhu Road, Shunyi District, 
  Shunyi District, Beijing, China                  Beijing, China 
                                              ----------------------------------------------- 
 Article 20 Upon the approval of                  Article 20 Upon the approval of 
  the companies approving department               the companies approving department 
  authorized by the State Council,                 authorized by the State Council, 
  the Company issued 6,500,000,000                 the Company issued 6,500,000,000 
  ordinary shares to the promoters                 ordinary shares to the promoters 
  at the time when the Company was                 at the time when the Company was 
  established. At the time of establishment,       established. At the time of establishment, 
  the capital contribution of the                  the capital contribution of the 
  promoters of the Company was as                  promoters of the Company was as 
  follows:                                         follows: 
                                              ----------------------------------------------- 
 
 
                                                                       Amended article (Proposed amendments 
   Existing article                                                     being underlined) 
                        Number                                                           Number 
   Name              of Shares    Method of          Date            Name             of Shares    Method of          Date 
   of               Subscribed    Capital            of Capital      of              Subscribed    Capital            of Capital 
   Promoters                      Contribution       Contribution    Promoters                     Contribution       Contribution 
 -------------  --------------  -----------------  --------------  ------------  --------------  -----------------  -------------- 
                                 A capital                                                        A capital 
                                 contribution                                                     contribution 
                                 of                                                               of 
                                 RMB560,782,100                                                   RMB560,782,100 
                                 was made                                                         was made 
                                 in cash and                                                      in cash and 
                                 a contribution                                                   a contribution 
                                 of                                                               of 
                                 RMB6,451,765,800                                                 RMB6,451,765,800 
                                 was                                                              was 
                                 made in form                                                     made in form 
                                 of the assets                                                    of the assets 
                                 and liability                                                    and liability 
                                 of its                                                           of its 
                                 subsidiaries                                                     subsidiaries 
                                 and those                          China                         and those 
  China                          relating                           Nationa                       relating 
   National                      to its principal                   l Aviation                    to its principal 
   Aviation                      passenger                          Holding                       passenger 
   Holding                       and cargo          9 September     Corporation                   and cargo          9 September 
   Company       5,054,276,915   businesses             2004        Limited       5,054,276,915   businesses             2004 
 -------------  --------------  -----------------  --------------  ------------  --------------  -----------------  -------------- 
                                 A capital                                                        A capital 
                                 contribution                                                     contribution 
  China                          of                                 China                         of 
   National                      RMB2,005,866,000                   National                      RMB2,005,866,000 
   Aviation                      was                                Aviation                      was 
   Corporation                   made in form                       Corporation                   made in form 
   (Group)                       of equity          9 September     (Group)                       of equity          9 September 
   Limited       1,445,723,085   interest               2004        Limited       1,445,723,085   interest               2004 
 -------------  --------------  -----------------  --------------  ------------  --------------  -----------------  -------------- 
 
 Article 21 The Company shall issue                                    Article 21 The Company shall issue 
  additional 2,933,210,909 ordinary                                     additional 2,933,210,909 ordinary 
  shares after its incorporation,                                       shares after its incorporation, 
  and the promoters of the Company                                      and the promoters of the Company 
  shall sell 293,321,091 ordinary                                       shall sell 293,321,091 ordinary 
  shares, all of which are H Shares.                                    shares, all of which are H Shares. 
 
  The share capital structure of                                        The share capital structure of 
  the Company after the issue and                                       the Company after the issue and 
  sale referred to in the previous                                      sale referred to in the previous 
  paragraph shall be as follows:                                        paragraph shall be as follows: 
  the Company has a total of 9,433,210,909                              the Company has a total of 9,433,210,909 
  ordinary shares in issue, of which                                    ordinary shares in issue, of which 
  China National Aviation Holding                                       China National Aviation Holding 
  Company holds 4,826,195,989 Domestic                                  Corporation Limited holds 4,826,195,989 
  Shares, representing approximately                                    Domestic Shares, representing 
  51.16% of the Company's total                                         approximately 51.16% of the Company's 
  share capital; China National                                         total share capital; China National 
  Aviation Corporation (Group) Limited                                  Aviation Corporation (Group) Limited 
  holds 1,380,482,920 Foreign Shares,                                   holds 1,380,482,920 Foreign Shares, 
  representing approximately 14.64%                                     representing approximately 14.64% 
  of the Company's total share capital;                                 of the Company's total share capital; 
  other holders of the H Shares                                         other holders of the H Shares 
  hold 3,226,532,000 shares, representing                               hold 3,226,532,000 shares, representing 
  approximately 34.20% of the Company's                                 approximately 34.20% of the Company's 
  total share capital.                                                  total share capital. 
                                                                   ----------------------------------------------------------------- 
 
                           APPIX I    PROPOSED AMMENTS TO THE ARTICLES OF ASSOCIATION 
 
                                                 Amended article (Proposed amendments 
   Existing article                               being underlined) 
 Upon completion of the offering                 Upon completion of the offering 
  of the H Shares set forth above                 of the H Shares set forth above 
  and subject to the approval in                  and subject to the approval in 
  form of a special resolution adopted            form of a special resolution adopted 
  at the shareholders' general meeting,           at the shareholders' general meeting, 
  the general meeting for holders                 the general meeting for holders 
  of the domestic shares and the                  of the domestic shares and the 
  general meeting for holders of                  general meeting for holders of 
  the foreign shares, the Company                 the foreign shares, the Company 
  has issued 1,639,000,000 A shares               has issued 1,639,000,000 A shares 
  in 2006. China National Aviation                in 2006. China National Aviation 
  Holding Company, a shareholder                  Holding Corporation Limited a 
  of the Company, also increased                  shareholder of the Company, also 
  its shareholding in the Company                 increased its shareholding in 
  to a total amount of 122,870,578                the Company to a total amount 
  shares pursuant to its undertakings             of 122,870,578 shares pursuant 
  made to China Securities Regulatory             to its undertakings made to China 
  Commission (the "CSRC"). The share              Securities Regulatory Commission 
  capital structure of the Company                (the "CSRC"). The share capital 
  after the said capital increase                 structure of the Company after 
  and the said increase in shareholding           the said capital increase and 
  of the shareholder shall be as                  the said increase in shareholding 
  follows:                                        of the shareholder shall be as 
                                                  follows: 
  the Company has a total of 11,072,210,909 
  ordinary shares in issue, of which              the Company has a total of 11,072,210,909 
  China National Aviation Holding                 ordinary shares in issue, of which 
  Company holds 4,949,066,567 A                   China National Aviation Holding 
  Shares, representing approximately              Corporation Limited holds 4,949,066,567 
  44.70% of the Company's total                   A Shares, representing approximately 
  share capital; China National                   44.70% of the Company's total 
  Aviation Corporation (Group) Limited            share capital; China National 
  holds 1,380,482,920 A Shares,                   Aviation Corporation (Group) Limited 
  representing approximately 12.47%               holds 1,380,482,920 A Shares, 
  of the Company's total share capital;           representing approximately 12.47% 
  other holders of A Shares hold                  of the Company's total share capital; 
  1,516,129,422 shares, representing              other holders of A Shares hold 
  approximately 13.69% of the Company's           1,516,129,422 shares, representing 
  total share capital; holders of                 approximately 13.69% of the Company's 
  H Shares hold 3,226,532,000 shares,             total share capital; holders of 
  representing approximately 29.14%               H Shares hold 3,226,532,000 shares, 
  of the Company's total share capital.           representing approximately 29.14% 
                                                  of the Company's total share capital. 
  Upon the completion of the issuance 
  of A shares and subject to the                  Upon the completion of the issuance 
  approval after verification by                  of A shares and subject to the 
  competent examination and approval              approval after verification by 
  departments authorized by the                   competent examination and approval 
  State Council, the Company has                  departments authorized by the 
  issued 1,179,151,364 H Shares                   State Council, the Company has 
  to Cathay Pacific Airways Limited,              issued 1,179,151,364 H Shares 
  a                                               to Cathay Pacific Airways Limited, 
  shareholder of the Company, in                  a 
  2006.                                           shareholder of the Company, in 
                                                  2006. 
                                             ---------------------------------------------- 
 
                           APPIX I    PROPOSED AMMENTS TO THE ARTICLES OF ASSOCIATION 
 
                                                 Amended article (Proposed amendments 
   Existing article                               being underlined) 
 Upon the completion of the said                 Upon the completion of the said 
  additional issuance of H Shares,                additional issuance of H Shares, 
  as approved by the approving authority          as approved by the approving authority 
  authorised by the State Council,                authorised by the State Council, 
  the Company has issued 483,592,400              the Company has issued 483,592,400 
  new A Shares on a non-public issue              new A Shares on a non-public issue 
  basis and 157,000,000 new H Shares              basis and 157,000,000 new H Shares 
  to China National Aviation Corporation          to China National Aviation Corporation 
  (Group) Limited, a shareholder                  (Group) Limited, a shareholder 
  of the Company, on a non-public                 of the Company, on a non-public 
  issue basis in the year of 2010.                issue basis in the year of 2010. 
 
  Upon the completion of the aforesaid            Upon the completion of the aforesaid 
  nonpublic issue of A Shares and                 nonpublic issue of A Shares and 
  H Shares, as approved by the approving          H Shares, as approved by the approving 
  authority authorised by the State               authority authorised by the State 
  Council, the Company has issued                 Council, the Company has issued 
  192,796,331 new A Shares to China               192,796,331 new A Shares to China 
  National Aviation Holding Company,              National Aviation Holding Corporation 
  a shareholder of                                Limited a shareholder of the Company, 
  the Company, on a non-public issue              on a non-public issue basis in 
  basis in the year of 2013.                      the year of 2013. 
 
  Upon the completion of the aforesaid            Upon the completion of the aforesaid 
  nonpublic issue of A Shares, as                 nonpublic issue of A Shares, as 
  approved by the approving authority             approved by the approving authority 
  authorised by the State Council,                authorised by the State Council, 
  the Company has issued 1,440,064,181            the Company has issued 1,440,064,181 
  A Shares on a non-public issue                  A Shares on a non-public issue 
  basis in the year of 2017.                      basis in the year of 2017. 
 
  The present share capital structure             The present share capital structure 
  of the Company is as follows:                   of the Company is as follows: 
  the Company has a total of 14,524,815,185       the Company has a total of 14,524,815,185 
  ordinary shares in issue, of which              ordinary shares in issue, of which 
  9,962,131,821 shares are held                   9,962,131,821 shares are held 
  by holders of A Shares, representing            by holders of A Shares, representing 
  approximately 68.59% of the Company's           approximately 68.59% of the Company's 
  total share capital, and 4,562,683,364          total share capital, and 4,562,683,364 
  shares are held by holders of                   shares are held by holders of 
  H Shares, representing approximately            H Shares, representing approximately 
  31.41% of the Company's total                   31.41% of the Company's total 
  share capital.                                  share capital. 
                                             ---------------------------------------------- 
 

NOTICE OF ANNUAL GENERAL MEETING

AIR CHINA LIMITED

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 00753)

NOTICE IS HEREBY GIVEN that an annual general meeting (the "AGM") of Air China Limited (the "Company") for the year ended 31 December 2020 will be held at 11:00 a.m. on Tuesday, 25 May 2021 at The Conference Room C713, No. 30, Tianzhu Road, Airport Industrial Zone, Shunyi District, Beijing, the PRC to consider and, if thought fit, to pass the following resolutions.

ORDINARY RESOLUTIONS

1. To consider and approve the 2020 work report of the board of directors (the "Board") of the Company.

2. To consider and approve the 2020 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 2020 prepared under the PRC Accounting Standards and the International Financial Reporting Standards.

   4.         To consider and approve the profit distribution proposal for the year 2020. 

5. To consider and approve the re-appointment of Deloitte Touche Tohmatsu as the Company's international auditor for the year 2021 and Deloitte Touche Tohmatsu Certified Public Accountants LLP as the Company's domestic auditor and internal control auditor for the year 2021, and to authorize the management to determine their remunerations for the year 2021.

SPECIAL RESOLUTIONS

6. To consider and approve the proposed amendments to the articles of association of the Company (the "Articles of Association").

7. To consider and approve the issue of debt financing instruments (including 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 debt financing instruments and overseas bonds/notes denominated in RMB or foreign currencies) within the permissible size under the applicable laws and regulations in one or multiple tranche(s), the details of which are set out in the circular of the Company dated 9 April 2021, and generally and unconditionally authorise the Board to deal with the followings 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, actual principal 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 put-back or redemption terms, credit rating, guarantee, repayment term, detailed fund-raising arrangements within the scope of use approved by the shareholders' 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 relating to the issuance (including, but not limited to, 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 legal 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 and confirm any action or procedure relating to the issuance as mentioned above already taken by the Company;

(iv) to make adjustments to the relevant matters such as the specific proposals for the issuance in accordance with the comments from the regulatory authorities or the prevailing market conditions within the authority granted at a general meeting, except where voting at a general meeting is required by any relevant laws and regulations and the Articles of Association;

(v) to determine and handle all relevant matters relating to the listing of the issued debt financing instruments upon the completion of the issuance;

(vi) in the case of issuance of corporate debt financing instruments, during the term of the corporate debt financing instruments, 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 interests as they fall due;

(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;

(viii) to authorize the Board to delegate the authorizations set forth in items (i) to (vi) above to the president and/or the general accountant of the Company; and

(ix) to authorize the Board to delegate the authorization set forth in item (vii) above to the secretary of the Board.

By order of the Board

Air China Limited

Song Zhiyong

Chairman

Beijing, PRC, 9 April 2021

As at the date of this notice, the directors of the Company are Mr. Song Zhiyong, Mr. Feng Gang, Mr. Patrick Healy, Mr. Xue Yasong, Mr. Duan Hongyi*, Mr. Stanley Hui Hon-chung* and Mr. Li Dajin*.

   *           Independent non-executive director of the Company 

Notes:

   1.          Closure of register of members 
   (i)         Eligibility for attending and voting at the AGM 

Holders of H shares of the Company are advised that the register of members of the Company will close from Sunday, 25 April 2021 to Tuesday, 25 May 2021 (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 and voting 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, Wanchai, Hong Kong, by 4:30 p.m. on Friday, 23 April 2021.

Shareholders whose names appear on the register of members of H shares of the Company on Sunday, 25 April 2021 are entitled to attend and vote at the AGM.

   2.          Notice of attendance 

H share shareholders of the Company 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 Wednesday, 5 May 2021. The notice of attendance may be delivered by hand, by post or by fax to the Company's H share registrar. Completion and return of the notice of attendance do not affect the right of a shareholder to attend and vote at 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/her behalf at the AGM.

A proxy shall be appointed by an instrument in writing. Such instrument shall be signed by the appointor or his attorney duly authorized in writing. If the appointor 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 authorized in writing. The instrument appointment the proxy shall be deposited at the Company's H share registrar for holders of H shares of the Company not less than 24 hours before the time specified for the holding of the AGM (or any adjournment thereof). If the instrument appointing the proxy is signed by a person authorized by the appointer, the power of attorney or other document of authority under which the instrument is signed shall be notarized. The notarized 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.          Important notice in relation to pandemic prevention and control 

In the event that the containment of COVID-19 pandemic is still ongoing at the time of the AGM, in order to cooperate with the prevention and control of the pandemic so as to safeguard the health and safety of the shareholders and the participants of the meeting, at the same time ensuring that the shareholders may exercise their respective shareholders' rights, the Company recommends H share shareholders and their proxies intending to attend the AGM to vote by completing and submitting the proxy form, i.e. to indicate how you wish your votes to be casted in the proxy form, and appoint the Chairman of the AGM as your proxy to vote on your behalf on site.

In case H share shareholders or their proxies choose to attend the meeting in person by then, they must comply with the policies and requirements of Beijing regarding the containment of COVID-19 pandemic. On the way to, from and at the venue of the AGM, please adopt proper personal preventive measures. Upon arrival at the venue of the AGM, please follow the arrangement and guidance of the staff and cooperate with the pandemic prevention and control requirements including, among others, attendee registration, temperature check and wearing of masks.

   5.          Other businesses 

(i) The AGM is expected to last for no more than a half of a working day. 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

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END

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April 09, 2021 02:00 ET (06:00 GMT)

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