CONTINUING CONNECTED TRANSACTIONS AND NOTICE OF EXTRAORDINARY GENERAL MEETING

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)

CONTINUING CONNECTED TRANSACTIONS

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 4 to 30 of this circular.

A notice convening the EGM to be held at 9:00 a.m. on Thursday, 30 December 2021 at The Conference Room C713, No. 30, Tianzhu Road, Airport Industrial Zone, Shunyi District, Beijing, the PRC, is set out in Appendix I to this circular. Whether or not you are able to attend the EGM, 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 EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment should you so wish.

12 November 2021

	CONTENTS
		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
I.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
II.	Continuing Connected Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
III.	EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	29
IV.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	30

APPENDIX I - NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . 31

- i -

DEFINITIONS

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

"2018 Circular"	the circular issued by the Company on 2 November 2018 to the
	Shareholders in respect of certain continuing connected transactions
"2018 EGM"	the Company's extraordinary general meeting held on 18 December
	2018
"Air China Cargo"	Air China Cargo Co., Ltd., a non-wholly owned subsidiary of
	CNAHC
"Articles of Association"	the articles of association of the Company, as amended from time
	to time
"associate(s)"	has the meaning ascribed to it by the Hong Kong Listing Rules
"Board"	the board of directors of the Company
"CNACD"	China National Aviation Construction and Development Company,
	a wholly-owned subsidiary of CNAHC
"CNACD Group"	CNACD together with its subsidiaries and associates
"CNACG"	China National Aviation Corporation (Group) Limited, a wholly-
	owned subsidiary of CNAHC
"CNAHC"	China National Aviation Holding Corporation Limited, a state-
	owned enterprise incorporated under the laws of the PRC and the
	controlling shareholder of the Company
"CNAHC Group"	CNAHC together with its subsidiaries and associates (excluding the
	Group)
"CNAMC"	China National Aviation Media Co., Ltd., a wholly-owned
	subsidiary of CNAHC
"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
"Comprehensive Services	the framework agreement for the continuing related (connected)
Framework Agreement"	transactions of comprehensive services entered into between the
	Company and CNAHC on 29 October 2021

- 1 -

	DEFINITIONS
"connected person"	has the meaning ascribed to it by the Hong Kong Listing Rules
"Construction Project Commissioned	the framework agreement for the continuing related (connected)
Management Framework	transactions of commissioned management of basic construction
Agreement"	project entered into between the Company and CNACD on 29
	October 2021
"CSRC"	the China Securities Regulatory Commission
"Director(s)"	the director(s) of the Company
"EGM"	the extraordinary general meeting of the Company to be held at
	9:00 a.m. on Thursday, 30 December 2021 at The Conference
	Room C713, No. 30, Tianzhu Road, Airport Industrial Zone,
	Shunyi District, Beijing, the PRC
"Government Charter Flight Service	the framework agreement for the continuing related (connected)
Framework Agreement"	transactions of government charter flight service entered into
	between the Company and CNAHC on 29 October 2021
"Group"	the Company and its subsidiaries
"H Shareholder(s)"	holders of the H Shares
"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
"Hong Kong Listing Rules"	The Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited
"Hong Kong Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Independent Financial Adviser" or	BaoQiao Partners Capital Limited, a corporation licensed to carry
"BaoQiao Partners"	out Type 1 (dealing in securities) and Type 6 (advising on
	corporate finance) regulated activities under the Securities and
	Futures Ordinance (Chapter 571 of the laws of Hong Kong), being
	the independent financial adviser appointed by the Company to
	advise the Board in respect of the opinion required pursuant to Rule
	14A.52 of the Hong Kong Listing Rules

- 2 -

	DEFINITIONS
"Independent Shareholders"	the Shareholders of the Company other than CNAHC and its
	associate(s)
"Latest Practicable Date"	9 November 2021, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein
"Media Services"	including but not limited to the operation, design, creation,
	planning, production, promotion and dissemination in relation to
	aviation-relatedall-media business sectors such as in-flight
	entertainment system, in-flight network platform, brand
	management, media publicity management, advertisement
	management, all-media platform management, media cooperation
	management and copyright management
"Media Services Framework	the framework agreement for the continuing related (connected)
Agreement"	transactions of media services entered into between the Company
	and CNAMC on 29 October 2021
"Percentage Ratio"	has the meaning ascribed to it by the Hong Kong Listing Rules
"Properties Leasing Framework	the framework agreement for the continuing related (connected)
Agreement"	transactions of properties leasing entered into between the
	Company and CNAHC on 29 October 2021
"RMB"	Renminbi, the lawful currency of the PRC
"Shanghai Listing Rules"	The Rules Governing the Listing of Stocks on the Shanghai Stock
	Exchange
"Shareholder(s)"	the shareholders of the Company
"substantial shareholder"	has the meaning ascribed thereto under the Hong Kong Listing
	Rules

- 3 -