REG - Air China Ld - CIRCULAR FOR THE EXTRAORDINARY GENERAL MEETING
10/03/2026 12:30
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RNS Number : 0858W Air China Ld 10 March 2026
If you are in any doubtas 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 transferredall your shares of Air China Limited, you
should at once hand this circular and the form of proxy 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.
中國國際航空股份有限公司
AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's Republic of China
with limited liability)
(Stock Code: 00753)
(1) PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR
(2) PURCHASE OF AIRCRAFT
AND
(3) NOTICE OF EXTRAORDINARY SHAREHOLDERS' MEETING
A letter from the Board is set out on pages 3 to 8 of this circular.
A notice convening the EGM to be held at 2:00 p.m. on Wednesday, 25 March 2026
at The Conference Room C313, No. 30, Tianzhu Road, Shunyi District, Beijing,
the PRC, is set out on pages EGM-1 to EGM-2 of 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 thereof should you so wish.
9 March 2026
Page
1
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . .
3
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . .
3
I. Introduction . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . .
II. Proposed Appointment of Executive Director . . . . . . . . . . 4
. . . . . . . . . . . . . . .
5
III. Purchase of Aircraft . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . .
7
IV. The EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . .
8
V. Recommendation of the Board . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . .
NOTICE OF EXTRAORDINARY SHAREHOLDERS' MEETING . . . . . . . . . . . . . . . . EGM-1
.
In this circular, unless the context otherwise requires, the following
expressions shall have the following respective meanings:
"AIE" Air China Import and Export Co., Ltd. (國航進出口有限公司), a company
incorporated in the PRC with limited liability and a wholly-owned subsidiary
of the Company
"A Share(s)" the ordinary shares issued by the Company with a par value of RMB1.00 each,
which are listed on the Shanghai Stock Exchange
"A Shareholders" holders of the A Shares
"associate(s)" has the meaning ascribed to it under the Hong Kong Listing Rules
"Air China Aircraft Purchase" or "Transaction" the purchase of 60 Airbus A320NEO series aircraft by the Company pursuant to
the Air China Aircraft Purchase Agreement
"Air China Aircraft Purchase Agreement" the agreement dated 30 December 2025 entered into among the Company, AIE and
Airbus Company, pursuant to which the Company has agreed to purchase and
Airbus Company has agreed to sell 60 Airbus A320NEO series aircraft
"Airbus Aircraft" the 60 Airbus A320NEO series aircraft to be acquired by the Company
"Airbus Company" Airbus S.A.S., a company incorporated in Toulouse, France
"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 Hong Kong 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
"Director(s)" the director(s) of the Company
"EGM" the extraordinary shareholders' meeting of the Company to be convened at 2:00
p.m. on Wednesday, 25 March 2026 at The Conference Room C313, No. 30, Tianzhu
Road, Shunyi District, Beijing, the PRC
"Group" the Company and its subsidiaries
"H Share(s)" ordinary share(s) in the share capital of the Company, with a nominal value of
RMB1.00 each, which are listed on the Hong Kong Stock Exchange as primary
listing venue and have been admitted into the Official List of the UK Listing
Authority as secondary listing venue
"H Shareholders" holders of the H Shares
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong" Hong Kong Special Administrative Region of the PRC
"Hong Kong Listing Rules" The Rules Governing the Listing of Securities on the Hong Kong Stock Exchange
"Hong Kong Stock Exchange" The Stock Exchange of Hong Kong Limited
"Latest Practicable Date" 5 March 2026, being the latest practicable date prior to the printing of this
circular for ascertaining certain information contained herein
"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Shanghai Listing Rules" the Rules Governing the Listing of Stocks on Shanghai Stock Exchange
"Shanghai Stock Exchange" the Shanghai Stock Exchange
"Share(s)" shares of the Company
"Shareholder(s)" holder(s) of the shares of the Company
"US$" United States dollars, the lawful currency of the United States
中國國際航空股份有限公司
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: 1st Floor-9th Floor 101 Building 1
Mr. Liu Tiexiang (Chairman) 30 Tianzhu Road Shunyi District Beijing, the PRC
Non-Executive Directors:
Mr. Cui Xiaofeng Mr. Patrick Healy
Principal Place of Business in Hong Kong:
Employee Representative Director: 5th Floor, CNAC House 12 Tung Fai Road
Mr. Xiao Peng Hong Kong International Airport Hong Kong
Independent Non-Executive Directors:
Mr. Xu Niansha Mr. He Yun
Ms. Winnie Tam Wan-chi
Mr. Gao Chunlei
9 March 2026
To the Shareholders
Dear Sir or Madam,
(1) PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR
(2) PURCHASE OF AIRCRAFT
AND
(3) NOTICE OF EXTRAORDINARY SHAREHOLDERS' MEETING
I. INTRODUCTION
The EGM will be convened by the Company for the Shareholders to consider and
approve the resolutions to be proposed at the EGM: (1) the proposed
appointment of executive Director; and (2) the Air China Aircraft Purchase.
The purpose of this circular is to provide you with further information on the
proposed appointment of executive Director and the Air China Aircraft
Purchase, so that you may make an informed decision on voting in respect of
the relevant resolutions at the EGM.
II. PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR
Reference is made to the announcement of the Company dated 5 March 2026.
The Board resolved on 5 March 2026 to propose the appointment of Mr. Qu
Guangji ("Mr. Qu") as an executive Director. The proposed appointment of Mr.
Qu as an executive Director is subject to the approval by the Shareholders at
the EGM.
The biographical details of Mr. Qu are as follows:
Mr. Qu Guangji, aged 56, graduated from the Department of Economics and
Statistics of Xi'an Institute of Statistics with a bachelor's degree in
Statistics, obtained a master's degree in Economics from Dongbei University of
Finance and Economics, and achieved an Executive Master of Business
Administration (EMBA) degree from Tsinghua University, French National School
of Bridges and Roads and National School of Civil Aviation when he was on the
job. He is an economist. Mr. Qu started his career in July 1993, once served
as the General Manager of the Transportation Network Department of the
Marketing Committee, the General Manager of the Network Revenue Department of
the Marketing Committee, the Deputy Director General of the Marketing
Committee, the President of Hubei Branch, the President of Xinjiang Branch,
the President of Shenzhen Branch of China Southern Airlines Company Limited.
From July 2023 to January 2026, Mr. Qu served as the Deputy General Manager
and a member of the Party Leadership Group of China Southern Air Holding
Company Limited, as well as the Deputy General Manager and a member of the
Party Committee of China Southern Airlines Company Limited. Since January
2024, Mr. Qu has been serving as a non-executive director of TravelSky
Technology Limited. He has been serving as a director, the General Manager and
the Deputy Secretary of the Party Leadership Group of China National Aviation
Holding Corporation Limited since January 2026 and as the President of the
Company since March 2026.
As at the Latest Practicable Date, save as disclosed above, Mr. Qu does not
have any relationship with the Directors, senior management or substantial
Shareholder(s) or controlling Shareholder(s) of the Company nor has any
interests in any shares (as defined under Part XV of the SFO) of the Company.
As at the Latest Practicable Date, save as disclosed above, Mr. Qu does not
hold any other positions in the Company or any of its subsidiaries, nor has he
held any directorships in any other listed companies in the last three years.
Upon the approval of the resolution in relation to the appointment of Mr. Qu
as an executive Director of the Company at the EGM, Mr. Qu will enter into a
service contract with the Company for serving as an executive Director of the
Company for a term commencing on the date of approval by the Shareholders of
his appointment and ending on the expiry of the term of the current session of
the Board. Mr. Qu will not receive any remuneration for his serving as a
Director.
Save as disclosed above, the Board is not aware of any other matters in
relation to the proposed appointment of Mr. Qu as an executive Director that
need to be brought to the attention of the Shareholders or any information
that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the
Hong Kong Listing Rules.
An ordinary resolution to consider and approve the appointment of Mr. Qu as an
executive Director will be proposed at the EGM.
III. PURCHASE OF AIRCRAFT
Reference is made to the announcement of the Company dated 30 December 2025.
Background
On 30 December 2025, the Company and AIE entered into the Air China Aircraft
Purchase Agreement with Airbus Company, pursuant to which the Company has
agreed to purchase 60 Airbus A320NEO series aircraft from Airbus Company.
Air China Aircraft Purchase Agreement
Date:
30 December 2025
Parties:
(a) The Company, as the purchaser, the principal business
activities of which are air passenger, air cargo and airline-related services;
(b) AIE, as the import agent for the Company; and
(c) Airbus S.A.S., as the vendor, whose principal business
activity is aircraft manufacturing. Airbus S.A.S. is a subsidiary of Airbus
SE, the principal business activities of which are designing, manufacturing
and delivering aerospace products, services and solutions to customers on a
worldwide scale, and is listed on the European stock exchanges in Paris,
Frankfurt am Main, Madrid, Barcelona, Valencia and Bilbao.
To the best of the Directors' knowledge, information and belief, having made
all reasonable enquiries, Airbus Company and its ultimate beneficial owner(s)
are third parties independent of the Company and connected persons (as defined
under the Hong Kong Listing Rules) of the Company.
Aircraft to be acquired:
60 Airbus A320NEO series aircraft
Consideration:
The aircraft list price comprises the airframe price, optional features price
and engine price.
The list price of the Airbus Aircraft to be acquired by the Company, in
aggregate, is approximately US$9.53 billion (price quoted as at January 2024)
(equivalent to approximately HK$74.1 billion at an exchange rate of US$1 =
HK$7.78).
Airbus Company has granted to the Company considerable price concessions with
regard to the Airbus Aircraft. These concessions will take the form of credit
memoranda which may be used by the Company towards the final price payment of
the Airbus Aircraft to be acquired by the Company or may be used for the
purpose of purchasing goods and services from Airbus Company. Such credit
memoranda were determined after arm's length negotiations between the parties
and as a result, the actual consideration for the Air China Aircraft Purchase
is lower than the aircraft list price mentioned above.
The Air China Aircraft Purchase was negotiated and entered into in accordance
with customary business practice. The Directors confirm that the extent of the
price concessions granted to the Company in the Air China Aircraft Purchase is
comparable with the price concessions that the Company had obtained in the
previous aircraft purchase entered into between the Company and Airbus
Company. The Company believes that there is no material impact of the price
concessions obtained in the Air China Aircraft Purchase on the unit operating
cost of the Company's fleet. It is normal business practice of the global
airline industry to disclose the aircraft list price, instead of the actual
price, for aircraft acquisitions. Disclosure of the actual consideration will
result in the loss of the considerable price concessions and hence a
significant negative impact on the Group's cost for the Air China Aircraft
Purchase and will therefore not be in the interest of the Company and the
Shareholders as a whole.
Accordingly, the Company has applied to the Stock Exchange and the Stock
Exchange has granted such waiver from strict compliance of Rule 14.58(4) of
the Hong Kong Listing Rules in respect of disclosure of the actual
consideration of the Air China Aircraft Purchase.
Payment, source of funding and delivery terms:
The aggregate consideration for the Air China Aircraft Purchase is payable by
cash in instalments. The Air China Aircraft Purchase will be funded through
self-owned cash, commercial bank loans and other financing methods of the
Company. The Company is expecting to take delivery of the 60 Airbus A320NEO
series aircraft in stages from 2028 to 2032. The Air China Aircraft Purchase
is expected to have no material impact on the cash flow and operation of the
Company.
Reasons for and benefits of the Transaction
The Transaction is in line with the development plan of the Company and the
market demand, which is conducive to the Group's optimization of fleet
structure and long-term supplement of fleet capacity. The Transaction will
expand the fleet capacity of the Group, which is expected to increase the
fleet capacity of the Group by approximately 6.5%, based on the number of
available tonne
kilometers of the Group as at 31 December 2024 without taking into account the
potential adjustments to the fleet such as aircraft withdrawal due to market
condition and aircraft aging. The new aircraft will be delivered in stages
from 2028 to 2032, with some aimed at meeting the renewal needs due to the
withdrawal of aging aircraft from the fleet. The actual net increase in fleet
capacity will be maintained within a manageable range.
The Directors believe that the Transaction is conducted in the ordinary and
usual course of business of the Company on normal commercial terms and the
terms of the Air China Aircraft Purchase Agreement are fair and reasonable and
in the interests of the Company and the Shareholders as a whole.
Hong Kong Listing Rules Implications
As the highest applicable percentage ratio under Rule 14.07 of the Hong Kong
Listing Rules for the Transaction is above 5% but less than 25%, the
Transaction constitutes a discloseable transaction of the Company under
Chapter 14 of the Hong Kong Listing Rules, and is therefore subject to the
reporting and announcement requirements under Chapter 14 of the Hong Kong
Listing Rules.
Shanghai Listing Rules Implications
As the A shares of the Company are listed on the Shanghai Stock Exchange, the
Transaction is subject to the approval of the shareholders' meeting of the
Company in accordance with the requirements of the Shanghai Listing Rules.
The Transaction is also subject to the state approval.
IV. THE EGM
The Company will convene the EGM at 2:00 p.m. on Wednesday, 25 March 2026 at
The Conference Room C313, No. 30, Tianzhu Road, Shunyi District, Beijing, the
PRC to consider and, if thought fit, approve the resolutions in respect of the
proposed appointment of executive Director and the Air China Aircraft
Purchase. Votes on the resolutions to be considered at the EGM shall be taken
by way of poll. A form of proxy is also enclosed herein, and published on the
websites of the Hong Kong Stock Exchange (www.hkexnews.hk)
(http://www.hkexnews.hk/) and the Company (www.airchina.com.cn).
(http://www.airchina.com.cn/) The notice of EGM is reproduced in this
circular.
To the best knowledge, information and belief of the Directors, having made
all reasonable enquiries, no Shareholder or any of their respective associates
have a material interest in the resolutions in respect of the proposed
appointment of executive Director and Air China Aircraft Purchase. As such, no
Shareholders is required to abstain from voting at the EGM on the resolutions
approving the proposed appointment of executive Director and the Air China
Aircraft Purchase.
The register of members of H Shares will be closed from Friday, 20 March 2026
to Wednesday, 25 March 2026 (both days inclusive), during which no transfer of
H Shares will be effected in order to determine the list of holders of H
shares of the Company who will be entitled to attend and vote at the
EGM. H Shareholders of the Company whose names appear on the register of
members of H Shares of the Company after the close of business on Thursday, 19
March 2026 are entitled to attend the EGM after completing the registration
procedures. In order to qualify for attendance at the EGM, all the transfer
documents must be lodged with the Company's H Share registrar, Computershare
Hong Kong Investor Services Limited, by 4:30 p.m. on Thursday, 19 March 2026.
Whether or not you intend to attend the EGM, you are requested to complete and
return the form of proxy in accordance with the instruction printed thereon as
soon as practicable 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 at any adjourned meeting thereof should you so wish.
V. RECOMMENDATION OF THE BOARD
The Board considers that the matters to be proposed to the Shareholders for
voting at the EGM are in the interests of the Company and the Shareholders as
a whole. Accordingly, the Board recommends the Shareholders to vote in favour
of all the resolutions at the EGM.
By order of the Board
Air China Limited
Liu Tiexiang
Chairman
Beijing, the PRC
中國國際航空股份有限公司
AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's Republic of China
with limited liability)
(Stock Code: 00753)
NOTICE OF EXTRAORDINARY SHAREHOLDERS' MEETING
NOTICE IS HEREBY GIVENthat an extraordinary shareholders' meeting (the "EGM")
of Air China Limited (the "Company") will be held at 2:00 p.m. on Wednesday,
25 March 2026 at The Conference Room C313, No. 30 Tianzhu Road, Shunyi
District, Beijing, the PRC to consider and, if thought fit, to pass the
following resolutions. Unless otherwise indicated, capitalised terms used
herein shall have the same meaning as those defined in the circular of the
Company dated 9 March 2026 (the "Circular").
ORDINARY RESOLUTIONS
1. To consider and approve the resolution in relation to the
election of Mr. Qu Guangji as an executive Director of the Company.
For biographical details of Mr. Qu Guangji, please refer to the Circular.
2. To consider and approve the resolution in relation to the
introduction of 60 A320NEO series aircraft.
For details of the introduction of 60 A320NEO series aircraft, please refer to
the Circular..
By Order of the Board
Air China Limited
Xiao Feng
Company Secretary
Beijing, the PRC, 9 March 2026
As at the date of this notice, the directors of the Company are Mr. Liu
Tiexiang, Mr. Cui Xiaofeng, Mr. Patrick Healy, Mr. Xiao Peng, Mr. Xu Niansha*,
Mr. He Yun*, Ms. Winnie Tam Wan-chi* and Mr. Gao Chunlei*.
* Independent non-executive Director of the Company
Notes:
1. Closure of register of members and eligibility for
attending and voting at the EGM
The register of members of H shares will be closed from Friday, 20 March 2026
to Wednesday, 25 March 2026 (both days inclusive), during which period no
transfer of H shares of the Company will be effected and registered. In order
to qualify for attendance and voting at the EGM, H Shareholders must lodge the
instruments of transfer accompanied by share certificates and other
appropriate documents with the Company's H share registrar, Computershare Hong
Kong Investor Services Limited, at Shops 1712-16, 17/F, Hopewell Centre, 183
Queen's Road East, Wan Chai, Hong Kong, by 4:30 p.m. on Thursday, 19 March
2026.
H Shareholders whose names appear on the register of members of H shares of
the Company at the close of business on Thursday, 19 March 2026 are entitled
to attend and vote at the EGM.
2. Proxy
Every Shareholder who has the right to attend and vote at the EGM 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 EGM.
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 appointing the proxy for holders of H Shares shall be
deposited at the Company's H share registrar not less than 24 hours before the
time specified for the holding of the EGM (or any adjournment thereof). If the
instrument appointing the proxy is signed by a person authorized by the
appointor, 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.
3. Other business
(i) The EGM is expected to last for no more than a half of a
business day. Shareholders and 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 Wan Chai
Hong Kong
Tel No.: (852) 2862 8628
Fax No.: (852) 2865 0990
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