THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

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

(Stock Code: 00753)

  1. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
  1. 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

CONTENTS

Page

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

1

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

3

APPENDIX I - PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION .

8

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

12

- i -

DEFINITIONS

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

- 1 -

DEFINITIONS

"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

- 2 -

LETTER FROM THE BOARD

(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 Airport

Li Dajin

Hong Kong

9 April 2021

To the Shareholders

Dear Sir or Madam,

  1. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
  1. GENERAL MANDATE TO ISSUE DEBT FINANCING INSTRUMENTS AND

NOTICE OF ANNUAL GENERAL MEETING

  1. 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.

- 3 -

LETTER FROM THE BOARD

  1. 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.

  1. PROPOSED AMENDMENTS 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

- 4 -

LETTER FROM THE BOARD

(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

from the date of the passing of the resolution at the AGM to the

of the authorization:

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:

  1. 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);

- 5 -

LETTER FROM THE BOARD

    1. 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);
    2. to approve and confirm any action or procedure relating to the issuance as mentioned above already taken by the Company;
    3. 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;
    4. to determine and handle all relevant matters relating to the listing of the issued Debt Financing Instruments upon the completion of the issuance;
    5. 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;
    6. 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;
    7. 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
    8. to authorize the Board to delegate the authorization set forth in item (vii) of paragraph 3.1 above to the secretary of the Board.
  1. RECOMMENDATION

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.

- 6 -

LETTER FROM THE BOARD

VI. DUTY REPORT OF THE INDEPENDENT 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

- 7 -

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.

Amended article (Proposed amendments

Existing article

being underlined)

Article 1 Air China Limited (the "Company") is a

Article 1 Air China Limited (the "Company") is a

joint stock limited company established in

joint stock limited company established in

accordance with the Company Law of the

accordance with the Company Law of the

People's Republic of China (the "Company

People's Republic of China (the "Company

Law"), the State Council's Special Regulations

Law"), the State Council's Special Regulations

Regarding the Issue of Shares Overseas and the

Regarding the Issue of Shares Overseas and the

Listing of Shares Overseas by Companies

Listing of Shares Overseas by Companies

Limited by Shares (the "Special Regulations")

Limited by Shares (the "Special Regulations")

and other relevant laws and regulations of the

and other relevant laws and regulations of the

State ...

State ...

The promoters of the Company are: China

The promoters of the Company are: China

National Aviation Holding Company and China

National Aviation Holding Corporation Limited

National Aviation Corporation (Group) Limited

and China National Aviation Corporation (Group)

(registered in Hong Kong Special Administration

Limited (registered in Hong Kong Special

Region).

Administration Region).

Article 3 The Company's address: Blue Sky

Article 3 The Company's address: Basement 1 -

Building, 28 Tianzhu Road, Airport Industrial

101 9th Floor, Building 1, 30 Tianzhu Road,

Zone, Shunyi District, Beijing, China

Shunyi District, Beijing, China

Article 20 Upon the approval of the companies

Article 20 Upon the approval of the companies

approving department authorized by the State

approving department authorized by the State

Council, the Company issued 6,500,000,000

Council, the Company issued 6,500,000,000

ordinary shares to the promoters at the time

ordinary shares to the promoters at the time

when the Company was established. At the time

when the Company was established. At the time

of establishment, the capital contribution of the

of establishment, the capital contribution of the

promoters of the Company was as follows:

promoters of the Company was as follows:

- 8 -

APPENDIX I

PROPOSED AMENDMENTS TO THE

ARTICLES OF ASSOCIATION

Amended article (Proposed amendments

Existing article

being underlined)

Number of

Number of

Name of

Shares

Method of Capital

Date of Capital

Name of

Shares

Method of Capital

Date of Capital

Promoters

Subscribed

Contribution

Contribution

Promoters

Subscribed

Contribution

Contribution

China National

5,054,276,915

A capital contribution of

9 September 2004

China National

5,054,276,915

A capital contribution of

9 September 2004

Aviation

RMB560,782,100 was made

Aviation

RMB560,782,100 was made

Holding

in cash and a contribution of

Holding

in cash and a contribution of

Company

RMB6,451,765,800 was

Corporation

RMB6,451,765,800 was

made in form of the assets

Limited

made in form of the assets

and liability of its

and liability of its

subsidiaries and those

subsidiaries and those

relating to its principal

relating to its principal

passenger and cargo

passenger and cargo

businesses

businesses

China National

1,445,723,085

A capital contribution of

9 September 2004

China National

1,445,723,085

A capital contribution of

9 September 2004

Aviation

RMB2,005,866,000 was

Aviation

RMB2,005,866,000 was

Corporation

made in form of equity

Corporation

made in form of equity

(Group)

interest

(Group)

interest

Limited

Limited

Article 21 The Company shall issue additional

Article 21 The Company shall issue additional

2,933,210,909 ordinary shares after its

2,933,210,909 ordinary shares after its

incorporation, and the promoters of the

incorporation, and the promoters of the

Company shall sell 293,321,091 ordinary shares,

Company shall sell 293,321,091 ordinary shares,

all of which are H Shares.

all of which are H Shares.

The share capital structure of the Company

The share capital structure of the Company

after the issue and sale referred to in the

after the issue and sale referred to in the

previous paragraph shall be as follows: the

previous paragraph shall be as follows: the

Company has a total of 9,433,210,909 ordinary

Company has a total of 9,433,210,909 ordinary

shares in issue, of which China National

shares in issue, of which China National

Aviation Holding Company holds 4,826,195,989

Aviation Holding Corporation Limitedholds

Domestic Shares, representing approximately

4,826,195,989 Domestic Shares, representing

51.16% of the Company's total share capital;

approximately 51.16% of the Company's total

China National Aviation Corporation (Group)

share capital; China National Aviation

Limited holds 1,380,482,920 Foreign Shares,

Corporation (Group) Limited holds

representing approximately 14.64% of the

1,380,482,920 Foreign Shares, representing

Company's total share capital; other holders of

approximately 14.64% of the Company's total

the H Shares hold 3,226,532,000 shares,

share capital; other holders of the H Shares

representing approximately 34.20% of the

hold 3,226,532,000 shares, representing

Company's total share capital.

approximately 34.20% of the Company's total

share capital.

- 9 -

APPENDIX I

PROPOSED AMENDMENTS TO THE

ARTICLES OF ASSOCIATION

Amended article (Proposed amendments

Existing article

being underlined)

Upon completion of the offering of the H

Upon completion of the offering of the H

Shares set forth above and subject to the

Shares set forth above and subject to the

approval in form of a special resolution adopted

approval in form of a special resolution adopted

at the shareholders' general meeting, the general

at the shareholders' general meeting, the general

meeting for holders of the domestic shares and

meeting for holders of the domestic shares and

the general meeting for holders of the foreign

the general meeting for holders of the foreign

shares, the Company has issued 1,639,000,000

shares, the Company has issued 1,639,000,000

A shares in 2006. China National Aviation

A shares in 2006. China National Aviation

Holding Company, a shareholder of the

Holding Corporation Limiteda shareholder of

Company, also increased its shareholding in the

the Company, also increased its shareholding in

Company to a total amount of 122,870,578

the Company to a total amount of 122,870,578

shares pursuant to its undertakings made to

shares pursuant to its undertakings made to

China Securities Regulatory Commission (the

China Securities Regulatory Commission (the

"CSRC"). The share capital structure of the

"CSRC"). The share capital structure of the

Company after the said capital increase and the

Company after the said capital increase and the

said increase in shareholding of the shareholder

said increase in shareholding of the shareholder

shall be as follows:

shall be as follows:

the Company has a total of 11,072,210,909

the Company has a total of 11,072,210,909

ordinary shares in issue, of which China

ordinary shares in issue, of which China

National Aviation Holding Company holds

National Aviation Holding Corporation Limited

4,949,066,567 A Shares, representing

holds 4,949,066,567 A Shares, representing

approximately 44.70% of the Company's total

approximately 44.70% of the Company's total

share capital; China National Aviation

share capital; China National Aviation

Corporation (Group) Limited holds

Corporation (Group) Limited holds

1,380,482,920 A Shares, representing

1,380,482,920 A Shares, representing

approximately 12.47% of the Company's total

approximately 12.47% of the Company's total

share capital; other holders of A Shares hold

share capital; other holders of A Shares hold

1,516,129,422 shares, representing

1,516,129,422 shares, representing

approximately 13.69% of the Company's total

approximately 13.69% of the Company's total

share capital; holders of H Shares hold

share capital; holders of H Shares hold

3,226,532,000 shares, representing

3,226,532,000 shares, representing

approximately 29.14% of the Company's total

approximately 29.14% of the Company's total

share capital.

share capital.

Upon the completion of the issuance of A

Upon the completion of the issuance of A

shares and subject to the approval after

shares and subject to the approval after

verification by competent examination and

verification by competent examination and

approval departments authorized by the State

approval departments authorized by the State

Council, the Company has issued 1,179,151,364

Council, the Company has issued 1,179,151,364

H Shares to Cathay Pacific Airways Limited, a

H Shares to Cathay Pacific Airways Limited, a

shareholder of the Company, in 2006.

shareholder of the Company, in 2006.

- 10 -

APPENDIX I

PROPOSED AMENDMENTS TO THE

ARTICLES OF ASSOCIATION

Amended article (Proposed amendments

Existing article

being underlined)

Upon the completion of the said additional

Upon the completion of the said additional

issuance of H Shares, as approved by the

issuance of H Shares, as approved by the

approving authority authorised by the State

approving authority authorised by the State

Council, the Company has issued 483,592,400

Council, the Company has issued 483,592,400

new A Shares on a non-public issue basis and

new A Shares on a non-public issue basis and

157,000,000 new H Shares to China National

157,000,000 new H Shares to China National

Aviation Corporation (Group) Limited, a

Aviation Corporation (Group) Limited, a

shareholder of the Company, on a non-public

shareholder 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 nonpublic

Upon the completion of the aforesaid nonpublic

issue of A Shares and H Shares, as approved

issue of A Shares and H Shares, as approved

by the approving authority authorised by the

by the approving authority authorised by the

State Council, the Company has issued

State Council, the Company has issued

192,796,331 new A Shares to China National

192,796,331 new A Shares to China National

Aviation Holding Company, a shareholder of

Aviation Holding Corporation Limiteda

the Company, on a non-public issue basis in the

shareholder of the Company, on a non-public

year of 2013.

issue basis in the year of 2013.

Upon the completion of the aforesaid nonpublic

Upon the completion of the aforesaid nonpublic

issue of A Shares, as approved by the

issue of A Shares, as approved by the

approving authority authorised by the State

approving authority authorised by the State

Council, the Company has issued 1,440,064,181

Council, the Company has issued 1,440,064,181

A Shares on a non-public issue basis in the

A Shares on a non-public issue basis in the

year of 2017.

year of 2017.

The present share capital structure of the

The present share capital structure of the

Company is as follows: the Company has a

Company is as follows: the Company has a

total of 14,524,815,185 ordinary shares in issue,

total of 14,524,815,185 ordinary shares in issue,

of which 9,962,131,821 shares are held by

of which 9,962,131,821 shares are held by

holders of A Shares, representing approximately

holders of A Shares, representing approximately

68.59% of the Company's total share capital,

68.59% of the Company's total share capital,

and 4,562,683,364 shares are held by holders of

and 4,562,683,364 shares are held by holders of

H Shares, representing approximately 31.41% of

H Shares, representing approximately 31.41% of

the Company's total share capital.

the Company's total share capital.

- 11 -

NOTICE OF ANNUAL GENERAL MEETING

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

(Stock Code: 00753)

NOTICE OF ANNUAL GENERAL MEETING

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").

- 12 -

NOTICE OF ANNUAL GENERAL MEETING

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:

  1. 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);
  2. 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);
  3. to approve and confirm any action or procedure relating to the issuance as mentioned above already taken by the Company;
  4. 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;
  5. to determine and handle all relevant matters relating to the listing of the issued debt financing instruments upon the completion of the issuance;
  6. 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;

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NOTICE OF ANNUAL GENERAL MEETING

  1. 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;
  2. 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
  3. 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
    1. 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.

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NOTICE OF ANNUAL GENERAL MEETING

  1. 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.
  2. 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.
  3. Other businesses
    1. 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.
    2. 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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Air China Limited published this content on 08 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 April 2021 11:09:05 UTC.