Air China : (1)CONTINUING CONNECTED TRANSACTION NEW TRADEMARK LICENSE FRAMEWORK AGREEMENT;(2)DISCLOSEABLE TRA...

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares of Air China Limited, you should at once hand this circular and the 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.

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

(Stock Code: 00753)

1. 1. CONTINUING CONNECTED TRANSACTION: NEW TRADEMARK LICENSE FRAMEWORK AGREEMENT;
2. DISCLOSEABLE TRANSACTIONS AND CONTINUING CONNECTED TRANSACTIONS:

FINANCIAL SERVICES AGREEMENTS

Independent Financial Adviser

to the Independent Board Committee and the Independent Shareholders

A letter from the Board is set out on pages 5 to 24 of this circular.

A letter from the Independent Board Committee, containing its advice to the Independent Shareholders of the Company, is set out on pages 25 to 26 of this circular.

A letter from the Independent Financial Adviser, containing its advice to the Independent Board Committee and the Independent Shareholders of the Company is set out on pages 27 to 41 of this circular.

A notice convening the EGM will be dispatched by the Company in due course. The Company will announce details of the EGM, including the date and venue as and when available in compliance with the articles of association of the Company and the Hong Kong Listing Rules.

14 September 2020

	CONTENTS
		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
I.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
II.	The New Trademark License Framework Agreement . . . . . . . . . . . . . . . . . . .	6
III.	Financial Services Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
IV.	EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23
V.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23
VI.	Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	24
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . .	25
LETTER FROM GRAM CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	27
APPENDIX I - GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	42

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DEFINITIONS

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

"2004 Trademark License	the trademark license agreement entered into between the Company
Agreement"	and CNAHC on 1 November 2004
"Air China Financial Services	the financial services framework agreement entered into between
Agreement"	the Company and CNAF on 30 August 2017
"Air China New Annual Caps"	RMB15 billion, RMB15 billion and RMB15 billion, being the
	proposed maximum daily balance of deposits (including accrued
	interests) to be placed by the Group with CNAF under the Air
	China Financial Services Agreement for the three years ending 31
	December 2021, 2022 and 2023, respectively
"Articles of Association"	the articles of association of the Company
"Board"	the board of Directors of the Company
"Cathay Dragon"	Hong Kong Dragon Airlines Limited
"Cathay Pacific"	Cathay Pacific Airways Limited
"CBIRC"	China Banking and Insurance Regulatory Commission
"CNACG"	China National Aviation Corporation (Group) Limited (中國航空
	（集團）有限公司), a company incorporated under the laws of Hong
	Kong, which is a wholly- owned subsidiary of CNAHC and a
	substantial shareholder of the Company as at the Latest Practicable
	Date
"CNAF"	China National Aviation Finance Co., Ltd. (中國航空集團財務有
	限責任公司), a limited liability company incorporated under the
	laws of the PRC
"CNAHC"	China National Aviation Holding Corporation Limited (中國航空集
	團有限公司)

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	DEFINITIONS
"CNAHC Financial Services	the financial services framework agreement entered into between
Agreement"	CNAHC and CNAF on 30 August 2017
"CNAHC Group"	CNAHC, its subsidiaries and their associates, companies falling
	within the definition of commonly held entity under the Hong Kong
	Listing Rules, as well as any other CNAHC Member Company
	which, in accordance with the listing rules of the places where the
	shares of the Company are listed as in force and as amended from
	time to time, is a connected person or related party of the
	Company, but excluding the Group
"CNAHC Member Companies"	the member companies of the enterprise group of which CNAHC is
	the parent company, specific scope of the CNAHC Member
	Companies shall be determined in accordance with the
	Administrative Measures for Finance Companies of Enterprise
	Groups and other relevant regulations
"CNAHC New Annual Caps"	RMB6.5 billion, RMB6.5 billion and RMB6.5 billion, being the
	proposed maximum daily balance of Credit Services to be provided
	by CNAF to the CNAHC Group under the CNAHC Financial
	Services Agreement for the three years ending 31 December 2021,
	2022 and 2023, respectively
"Company"	Air China Limited, a company incorporated in the PRC, whose H
	shares are listed on the Stock Exchange as its primary listing venue
	and on the Official List of the UK Listing Authority as its
	secondary listing venue, and whose A shares are listed on the
	Shanghai Stock Exchange
"Credit Services"	loan, finance lease, and other credit services
"CSRC"	China Securities Regulatory Commission
"Director(s)"	the director(s) of the Company
"EGM"	the extraordinary general meeting of the Company to be held to
	seek Independent Shareholders' approval for, among other things,
	(i) the New Trademark License Framework Agreement and the
	transactions contemplated thereunder, and (ii) the renewal of the
	Financial Services Agreements, the Non-exempt Continuing
	Connected Transactions and the Proposed Annual Caps
"Financial Services Agreements"	the Air China Financial Services Agreement and the CNAHC
	Financial Services Agreement
"Group"	the Company and its subsidiaries

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