Air China : (I) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION (II) GENERAL MANDATE TO ISSUE DEBT FINANCI...

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

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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

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	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

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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.

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