REG - Air China Ld - DISCLOSEABLE AND CONTINUING CONNECTED TRANSACTIONS
30/04/2026 08:15
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260430:nRSd5713Ca&default-theme=true
RNS Number : 5713C Air China Ld 30 April 2026
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong
Limited take no responsibility for the contents of this announcement, 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 announcement.
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)
DISCLOSEABLE TRANSACTIONS AND CONTINUING CONNECTED TRANSACTIONS
CONTINUING CONNECTED TRANSACTIONS
References are made to the announcement of the Company dated 30 March 2023 and
the circular of the Company dated 3 May 2023 in relation to, among other
things, the Existing Financial Services Agreements.
As the Existing Financial Services Agreements will expire on 31 December 2026,
on 29 April 2026, upon consideration and approval by the Board, (1) the
Company and CNAF entered into the Air China Financial Services Agreement; (2)
CNAF and CNAHC entered into the CNAHC Financial Services Agreement; and (3)
CNAF and Air China Cargo entered into the ACC Financial Services Agreement,
pursuant to which, CNAF will continue to provide financial services to the
Group, the CNAHC Group and the ACC Group for a term of three years commencing
from 1 January 2027 and ending on 31 December 2029. Meanwhile, the Board
determined the annual caps of the relevant transactions under the Financial
Services Agreements for the three years ending 31 December 2029, including the
Air China New Annual Caps, the CNAHC New Annual Caps and the ACC New Annual
Caps.
HONG KONG LISTING RULES IMPLICATIONS
As at the date of this announcement, CNAF is held as to approximately 51% and
49% by the
Company and CNAHC, respectively, and is a connected subsidiary of the Company
and thus a connected person of the Company under the Hong Kong Listing Rules.
As one or more of the applicable Percentage Ratios in respect of each of the
Air China New Annual Caps, the CNAHC
New Annual Caps (on an aggregated basis) and the ACC New Annual Caps are more
than 5%
but less than 25%, such transactions are subject to (i) the requirements
applicable to discloseable
transaction under Chapter 14 of the Hong Kong Listing Rules; and (ii) the
reporting, annual review, announcement and Independent Shareholders' approval
requirements for continuing connected transactions under Chapter 14A of the
Hong Kong Listing Rules.
GENERAL INFORMATION
The Company will convene the AGM, among other things, for the consideration
and approval of Independent Shareholders on the above transactions. A circular
containing, among other things, (i) details regarding the transactions
contemplated under the Financial Services Agreements; (ii) a letter from the
Independent Financial Adviser to the Independent Board Committee and the
Independent Shareholders regarding its advice on the Non-exempt Continuing
Connected Transactions; and (iii) the recommendation from the Independent
Board Committee regarding the Non-exempt Continuing Connected Transactions,
will be published by the Company on or before 8 May 2026 in accordance with
the Hong Kong Listing Rules.
I. THE FINANCIAL SERVICES AGREEMENTS
1. Introduction
References are made to the announcement of the Company dated 30 March 2023 and
the circular of the Company dated 3 May 2023 in relation to, among other
things, the Existing Financial Services Agreements.
As the Existing Financial Services Agreements will expire on 31 December 2026,
on 29 April 2026, upon consideration and approval by the Board, (1) the
Company and CNAF entered into the Air China Financial Services Agreement; (2)
CNAF and CNAHC entered into the CNAHC Financial Services Agreement; and (3)
CNAF and Air China Cargo entered into the ACC Financial Services Agreement,
pursuant to which, CNAF will continue to provide financial services to the
Group, the CNAHC Group and the ACC Group for a term of three years commencing
from 1 January 2027 and ending on 31 December 2029.
Meanwhile, the Board determined the annual caps of the relevant transactions
under the Financial Services Agreements for the three years ending 31 December
2029, including the Air China New Annual Caps, the CNAHC New Annual Caps and
the ACC New Annual Caps.
In addition, according to the relevant laws and regulations in the banking
industry and the Shanghai Listing Rules, the CNAHC Financial Services
Agreement and the ACC Financial Services Agreement include the credit
risk-related credit line businesses (apart from loan businesses, including
bill discounting, non-financing letters of guarantee, bill acceptances and
other credit extension services) provided by CNAF to CNAHC Group and ACC Group
under management, and the Board has determined the credit lines of such
comprehensive credit line business. As the comprehensive credit lines will be
taken up in the form of balance for comprehensive credit line services, and
the credit lines may be taken up among different types of products, such
credit lines can be used on a revolving basis. The above comprehensive credit
lines are also subject to approval by the Independent Shareholders under the
Shanghai Listing Rules.
2. The Air China Financial Services Agreement and the Air China New Annual Caps
(1) Principal terms of the Air China Financial Services Agreement
Parties: The Company and CNAF
Date: 29 April 2026
Financial services to be provided by CNAF to the Group: Pursuant to the Air China Financial Services Agreement, CNAF has agreed to
provide the Group with a range of financial services including the following:
a. deposit services;
b. comprehensive credit services, including loan, bill discounting
and other credit services such as non-financing letters of guarantee and bill
acceptance;
c. other financial services, including but not limited to
settlement and payment services, entrusted loan services, bond underwriting,
financial advisory, spot foreign exchange settlement and sale, cross-border
bilateral RMB capital pooling, credit appraisal and consulting agency services
(which includes the financial information services, being the consulting
business specifically involves the collection and basic analysis of
information on macro policies, market interest rate trends, foreign exchange
policies and trends and other related areas).
Agency fees, handling fees, consultancy fees or other service fees will be
charged by CNAF to the Group for the above "other financial services".
Pricing policy: Deposit services
The interest rates applicable to the Group for deposits with CNAF shall (i) be
in compliance with the requirements on interest rates prescribed by PBOC for
such type of deposits; and (ii) be not lower than the interest rates offered
by state-owned commercial banks to the Group for the same term and the same
type of deposits under equivalent conditions.
Comprehensive credit services
The interest rates and fee standards applicable to the comprehensive credit
services provided by CNAF to the Group shall (i) be in compliance with the
requirements on interest rates and fee standards prescribed by PBOC for such
type of services; and (ii) be not higher than the interest rates for loans of
the same type provided by state-owned commercial banks to the Group for the
same term or the fee standards charged to the Group for the same type of
service under equivalent conditions.
Other financial services
For the fees charged for providing paid services among the other financial
services provided by CNAF to the Group,
(i) where any regulatory authority such as PBOC, NFRA, CSRC or NAFMII has
prescribed fee standards, such fees shall comply with the relevant
requirements; and (ii) such fees shall not be higher than the fees charged by
state-owned commercial banks to the Group for the same type of services under
the same conditions.
The other financial services currently provided by CNAF to the Group that are
free of charge include the settlement services and the provision of financial
information services. If CNAF charges fees for the settlement services and
financial information services during the term of the Air China Financial
Services Agreement, the pricing basis set out in the above paragraph shall
apply, and the relevant transaction amount will be monitored closely to ensure
that the aggregate annual fees to be paid by the Group to CNAF for other
financial services will not exceed the de minimis threshold as stipulated
under Rule 14A.76(1) of the Hong Kong Listing Rules.
Risk control: Pursuant to the Air China Financial Services Agreement,
(i) CNAF shall not carry out any business that has not been approved by the
NFRA or conduct any illegal activities, and CNAF's various risk monitoring
indicators shall comply with the Administrative Measures for
Finance
Companies of Enterprise Groups 《( 企業集團財務公司管
理辦法》) and the relevant requirements of the NFRA; (ii)
CNAF shall not, during the term of the Air China Financial Services Agreement,
use deposits absorbed from the Group to conduct high-risk investment
activities, including investments in fixed-income securities, and shall comply
with the relevant requirements of the Administrative Measures for Finance
Companies of Enterprise Groups
《( 企業集團財務公司管理辦法》); and (iii) CNAF is
obliged to provide facilitation for the Company's auditors. If the Company's
auditors intend to inspect CNAF's books, they shall provide CNAF with a
written notice five days in advance. CNAF is obliged to arrange for the
Company's auditors to inspect its books within five days of receiving the
notice, so as to ensure CNAF's compliance with the aforementioned agreements.
Effective date and term: Pursuant to the Air China Financial Services Agreement, the Air China
Financial Services Agreement shall take effect upon the approval at a
Shareholders' meeting of the Company, and shall be valid from 1 January 2027
and ending on 31 December 2029 (the "Air China Initial Term"). Upon expiration
of the Air China Initial Term, the Air China Financial Services Agreement may
be automatically renewed for successive terms of three years each, subject to
the compliance with requirements under the Hong Kong Listing Rules/Shanghai
Listing Rules and the required approval procedures thereunder. Upon expiry of
the Air China Financial Services Agreement, the Board will re-assess the terms
and conditions of the Air China Financial Services Agreement, and the Company
will re-comply with the relevant rules governing connected transactions
under the Hong Kong Listing Rules/Shanghai Listing Rules. During the term of
the Air China Financial Services Agreement, either party may terminate the Air
China Financial Services Agreement on any 31 December by giving the other
party at least three months' prior written notice.
(2) Reasons and benefits for the transaction
The Directors believe that it is in the best interest of the Group to enter
into the transactions under the Air China Financial Services Agreement having
taken into account the following factors:
a. in respect of transactions between the Group and CNAF, CNAF is
able to provide more efficient settlement services compared with independent
third party banks;
b. CNAF is able to provide safe, convenient, fast, and
comprehensive and tailor-made financial services to the Group. From 2004 and
up to the date of this announcement, the connected transactions between CNAF
and the Group have been carried out in compliance with the relevant laws and
regulations and the relevant listing rules, and CNAF has had a good track
record on compliance. With its continuous improvement of professional level
and financial services, CNAF is fully qualified for providing the relevant
services to the Group;
c. as a professional financial institution in the Group, CNAF
could act more proactively in protecting the interest of the Group than
external institutions; and
d. a good cooperative relationship has been established between CNAF
and the relevant departments of the Group over the years which makes their
cooperation more efficient.
The Directors (including the independent non-executive Directors) consider
that the Air China Financial Services Agreement is on normal commercial terms
or better and in the ordinary and usual course of business of the Group, and
the terms and conditions contained therein are fair and reasonable and in the
interests of the Company and the Shareholders as a whole.
(3) Annual Caps
Set forth below is a summary of the historical annual caps and the actual
maximum amount for the daily balance of deposits (including accrued interest)
placed by the Group with CNAF and the Air China New Annual Caps:
Historical annual caps Actual maximum amount Air China New Annual Caps
For the period from 1 January 2026 to
31 March
For the year ended 31 December For the year ended 31 December For the year ending 31 December For the year ended 31 December For the year ended 31 December 2026 For the year ending 31 December For the year ending 31 December For the year ending 31 December
2024 2025 2026 2024 2025 2027 2028 2029
Transaction
Maximum daily balance of deposits (including accrued interest) RMB22 RMB23 RMB23 RMB17.9 RMB16.8 RMB13.0 RMB22 RMB23 RMB24
billion billion billion billion billion billion billion billion billion
The above Air China New Annual Caps are determined based on the following
factors:
a. Assuming the Group's monetary funds remain at the level of
RMB22.5 billion as of 31 December 2024 (being the highest amount at the end of
the past two years), and based on both the Group's estimated cash flow for the
next three years and the historical highest daily deposit balance that the
Group has maintained with CNAF over the past three years, the Group estimates
that the Group's maximum daily deposit balance with CNAF for each of the three
years ending 31 December 2029 will be RMB20.9 billion, RMB21.9 billion and
RMB22.8 billion, respectively; and
b. To address unforeseen circumstances, a reasonable buffer of 5%
is reserved to ensure operational flexibility.
3. The CNAHC Financial Services Agreement and the CNAHC New Annual Caps
(1) Principal terms of the CNAHC Financial Services Agreement
Parties: CNAF and CNAHC
Date: 29 April 2026
Financial services to be provided by CNAF to CNAHC Group: Pursuant to the CNAHC Financial Services Agreement, CNAF has agreed to provide
the CNAHC Group with a range of financial services including the following:
a. deposit services;
b. comprehensive credit services, including loan, bill discounting
and other credit services such as non-financing letters of guarantee and bill
acceptance;
c. other financial services, including but not limited to
settlement and payment, entrusted loan, bond underwriting, financial advisory,
spot foreign exchange settlement and sale, cross-border bilateral RMB capital
pooling services, credit appraisal and consulting agency services (which
includes the financial information services, being the consulting business
specifically involves the collection and basic analysis of information on
macro policies, market interest rate trends, foreign exchange policies and
trends and other related areas).
Agency fees, handling fees, consultancy fees or other service fees will be
charged by CNAF to the CNAHC Group for the above "other financial services".
Pricing policy: Deposit services
The interest rates applicable to the CNAHC Group for deposits with CNAF shall
(i) be in compliance with the requirements on interest rates prescribed by
PBOC for such type of deposits; and (ii) be not higher than the interest rates
offered by state-owned commercial banks to CNAHC Group for the same term and
same type of deposits under equivalent conditions.
Comprehensive credit services
The interest rates and fee standards applicable to the comprehensive credit
services provided by CNAF to the CNAHC Group shall (i) comply with the
requirements of the PBOC regarding the interest rates and fee standards for
such types of services; and (ii) be not lower than the interest rates for
loans of the same type provided by state-owned commercial banks to the CNAHC
Group for the same term or the fee standards charged to the CNAHC Group for
the same type of service under equivalent conditions.
Other financial services
For the fees charged for the paid services among the other financial services
provided by CNAF to the CNAHC Group, (i) where any regulatory authority such
as PBOC, NFRA, CSRC or NAFMII has prescribed fee standards, such fees shall
comply with the relevant requirements; and
(ii) such fees shall not be lower than the fees charged by state-owned
commercial banks to the CNAHC Group for the same type of services under the
same conditions.
The services currently provided by CNAF to the CNAHC Group that are not
charged include the settlement services and provision of financial information
services. Should CNAF impose fees for the settlement services and the
provision of financial information services during the term of the CNAHC
Financial Services Agreement, the pricing basis set out in the above paragraph
shall apply, and the relevant transaction amount will be monitored closely to
ensure that the aggregate annual fees to be paid by the CNAHC Group to CNAF
for other financial services will not exceed the de minimis threshold as
stipulated under Rule 14A.76(1) of the Hong Kong Listing Rules.
Risk control: Pursuant to the CNAHC Financial Services Agreement, (i) CNAF shall not carry
out any business that has not been approved by the NFRA or conduct any illegal
activities, and CNAF's various risk monitoring indicators shall comply
with the Administrative Measures for Finance
Companies of Enterprise Groups 《( 企業集團財務公司管理辦法》)
and the relevant requirements of the NFRA; (ii)
where CNAF provides comprehensive credit services to the CNAHC Group, it
shall, in accordance with the requirements of the business execution
procedures, grant credit before handling specific business. CNAF shall approve
each business in accordance with the established business approval authority.
After a loan business is executed, CNAF shall regularly track and manage the
loan business to ensure the recovery of funds; (iii) if the CNAHC Group
becomes unable to repay any debts owed to other financial institutions, and
undergoes the deterioration in its operating or financial condition,
closedown, dissolution, suspension of operations, liquidation, bankruptcy,
reorganization, settlement, rectification or similar legal proceedings, or all
or a significant portion of its property is occupied, seized, frozen,
impounded, enforced, expropriated, forfeited or taken over by an appointed
trustee, receiver or similar officer, or other similar measures are
implemented in respect of the property, CNAF shall have the right to
accelerate the repayment of the relevant loans.
Effective date and term: Pursuant to the CNAHC Financial Services Agreement, the CNAHC Financial
Services Agreement shall take effect upon the approval at a
Shareholders' meeting of the Company, and shall be valid from 1 January
2027 and ending on 31 December 2029 (the "CNAHC Initial Term").
Upon expiration of the CNAHC Initial Term, the CNAHC Financial
Services Agreement may be automatically renewed for successive terms of
three years each, subject to the compliance with requirements under the Hong
Kong Listing Rules/Shanghai Listing Rules and the required approval procedures
thereunder. Upon expiry of the CNAHC Financial Services Agreement, the Board
will re-assess the terms and conditions of the CNAHC Financial Services
Agreement, and the Company will re-comply with the relevant rules
governing connected transactions under the Hong Kong Listing Rules/Shanghai
Listing Rules. During the term of the CNAHC Financial Services Agreement,
either party may terminate the CNAHC Financial Services
Agreement on any 31 December by giving the other party at
least three
months' prior written notice.
(2) Reasons and benefits for the transaction
CNAF has been providing financial services to the CNAHC Group for years. The
business with the CNAHC Group contributed a steady portion to CNAF's revenues
in the past. Such transaction is beneficial for CNAF to make full use of its
function as a financial platform to further improve the utilization efficiency
and effectiveness of funds, as well as enhance its gains on capital, which is
in line with the needs of the Company's operation and development. The
Directors believe that it would be in the best interests of CNAF and the Group
to continue the provision of financial services by CNAF to the CNAHC Group.
The Directors (including the independent non-executive Directors) consider
that the CNAHC Financial Services Agreement is on normal commercial terms or
better and in the ordinary and usual course of business of the Group, and the
terms and conditions contained therein are fair and reasonable and in the
interests of the Company and the Shareholders as a whole.
(3) Annual caps
Set forth below is a summary of the historical annual caps and actual maximum
amount of the maximum balance of daily loans (including accrued interest)
granted or to be granted by CNAF to the CNAHC Group and the CNAHC New Annual
Caps:
Historical annual caps Actual daily maximum balance CNAHC New Annual Caps
For the period from 1 January 2026 to
31 March
For the year ended 31 December For the year ended 31 December For the year ending 31 December For the year ended 31 December For the year ended 31 December 2026 For the year ending 31 December For the year ending 31 December For the year ending 31 December
2024 2025 2026 2024 2025 2027 2028 2029
Transaction
Maximum daily balance of loans (including accrued interest) (note) RMB5.5 RMB5.5 RMB5.5 RMB0.4 RMB0.34 RMB0.07 RMB2.5 RMB2.5 RMB2.5
billion billion billion billion billion billion billion billion billion
Note: The low utilization rate of the historical annual caps for the two years
ended 31 December 2025 is mainly because, during the past two years, CNAHC met
its production and operating fund needs through direct financing methods such
as medium-term notes and did not obtain loans through CNAF, which consequently
led to a lower-than-expected transaction amount of loan services provided by
CNAF to the CNAHC Group.
The above CNAHC New Annual Caps are determined based on the following factors:
a. The historical maximum amount of daily balance of loan services
provided by CNAF to the CNAHC Group;
b. CNAF will further leverage its function as financial services
platform. Assuming that CNAHC maintains its working capital loan requirements
at the same level during 2027-2029, and further assuming that part of the
amount under CNAHC's existing direct financing may in the future be financed
through loans provided by CNAF, it is expected that for each of the three
years ending 31 December 2029, the maximum daily balance of loans (including
accrued interest) provided by CNAF to CNAHC will be approximately RMB1.5
billion.
c. Additionally, based on the working capital loan demand plans of
certain subsidiaries of CNAHC, it is estimated that for each of the three
years ending
31 December 2029, the loan demand generated by these subsidiaries from CNAHC
will amount to approximately RMB1.0 billion.
Based on the above, for each of the three years ending 31 December 2029, the
maximum daily balance of loans (including accrued interest) by CNAF to the
CNAHC Group is expected not to exceed RMB2.5 billion.
According to the relevant laws and regulations in the banking industry and the
Shanghai Listing Rules, except for the deposit services, the CNAHC Financial
Services Agreement include the credit risk-related credit line businesses
(apart from loan businesses, including bill discounting, non-financing letters
of guarantee, bill acceptances and other credit extension services) provided
by CNAF to the CNAHC Group under management as comprehensive credit line
services, and has determined the credit lines in relation thereto. As the
comprehensive credit lines will be taken up in the form of balance for such
comprehensive credit line services business, and the credit lines may be
shared among different types of products, such credit lines can be used on a
revolving basis. After taking into account the actual amount of credit lines
granted by CNAF to the CNAHC Group in the past (i.e. the sum of the maximum
credit line granted by CNAF to the relevant member companies of the CNAHC
Group upon assessing the credit status of the relevant member companies prior
to processing the specific comprehensive credit line business for such member
companies), the future demand for comprehensive credit line services (mainly
in loans and guarantee letter business) of the CNAHC Group and the latest
credit status of relevant member companies, the credit lines of comprehensive
credit line services provided by CNAF to the CNAHC Group shall be no more than
RMB9 billion for each of the three years ending 31 December 2029.
4. The ACC Financial Services Agreement and the ACC New Annual Caps
(1) Principal terms of the ACC Financial Services Agreement
Parties: CNAF and Air China Cargo
Date: 29 April 2026
Financial services to be provided by CNAF to the ACC Group: Pursuant to the ACC Financial Services Agreement, CNAF has agreed to provide
the ACC Group with a range of financial services including the following:
a. deposit services;
b. comprehensive credit services, including loan, bill discounting
and other credit services such as non-financing letters of guarantee and bill
acceptance;
c. other financial services, including but not limited to
settlement and payment, entrusted loan, bond underwriting, financial advisory,
spot foreign exchange settlement and sale, cross-border bilateral RMB capital
pooling, credit appraisal and consulting agency services (which includes the
financial information services, being the consulting business specifically
involves the collection and basic analysis of information on macro policies,
market interest rate trends, foreign exchange policies and trends and other
related areas).
Agency fees, handling fees, consultancy fees or other service fees will be
charged by CNAF to the ACC Group for the above "other financial services".
Pricing policy: Deposit services
The interest rates applicable to the ACC Group for deposits with CNAF shall
(i) be in compliance with the requirements on interest rates prescribed by
PBOC for such type of deposits; and (ii) benchmark to the interest rates
offered by major commercial banks to the ACC Group for deposits for the same
term and of the same type under equivalent conditions.
Comprehensive credit services
The interest rates and fee standards applicable to the comprehensive credit
services provided by CNAF to the ACC Group shall (i) comply with the
requirements of the PBOC regarding the interest rates and fee standards for
such types of services; and (ii) benchmark to the interest rates for loans of
the same type provided by major commercial banks to the ACC Group for the same
term or the fee standards charged to the ACC Group for the same type of
service under equivalent conditions.
Other financial services
For the service fees charged for the paid services among the other financial
services provided by CNAF to the ACC Group, (i) where any regulatory authority
such as PBOC, NFRA, CSRC or NAFMII has prescribed fee standards, such fees
shall comply with the relevant regulations; and
(ii) such fees shall benchmark to the service fees charged by major commercial
banks to the ACC Group for providing services of the same type under
equivalent conditions.
The services currently provided by CNAF to the ACC Group that are not charged
include the settlement services and provision of financial information
services. Should CNAF impose fees for the settlement services and financial
information services during the term of the ACC Financial Services Agreement,
the pricing basis set out in the above paragraph shall apply, and the relevant
transaction amount will be monitored closely to ensure that the aggregate
annual fees to be paid by the ACC Group to CNAF for other financial services
will not exceed the de minimis threshold as stipulated under Rule 14A.76(1) of
the Hong Kong Listing Rules.
Risk control: Pursuant to the ACC Financial Services Agreement, (i) CNAF shall not engage in
any business not approved by the NFRA or conduct any illegal activities.
CNAF's various risk monitoring indicators shall comply with the
Administrative Measures for Finance Companies of
Enterprise Groups 《( 企業集團財務公司管理辦法》) and
the relevant requirements of the NFRA; (ii) where CNAF provides comprehensive
credit services to the ACC Group, it shall, in accordance with the
requirements of the business execution procedures, grant credit before
handling specific business. CNAF shall approve each business in accordance
with the established business approval authority. After a loan business is
executed, CNAF shall regularly track and manage the loan business to ensure
the recovery of funds; and (iii) if any member of the ACC Group becomes unable
to repay any debts owed to other financial institutions, and undergoes the
deterioration in its operating or financial condition, closedown, dissolution,
suspension of operations, liquidation, bankruptcy, reorganization, settlement,
rectification or similar legal proceedings, or all or a significant portion of
its property is occupied, seized, frozen, impounded, enforced, expropriated,
forfeited or taken over by an appointed trustee, receiver or similar officer,
or other similar measures are implemented in respect of the property, CNAF
shall have the right to accelerate the repayment of the relevant loans.
Effective date and Pursuant to the ACC Financial Services Agreement, the ACC Financial Services
Agreement shall take effect upon the approval at a Shareholders' meeting of
term: the Company and the shareholders' meeting of Air China Cargo, and shall be
valid from 1 January 2027 and ending on 31 December 2029 (the "ACC
Initial Term"). Upon expiration of the ACC Initial Term, the ACC Financial
Services Agreement may be automatically renewed for successive terms of
three years each, subject to the compliance with requirements
under the Hong Kong Listing Rules/Shanghai Listing Rules and
the required approval procedures thereunder. Upon expiry of the ACC
Financial Services Agreement, the Board will re-assess the terms and
conditions of the ACC Financial Services Agreement, and the Company
will re-comply with the relevant rules governing connected transactions under
the Hong Kong Listing Rules/Shanghai Listing Rules. During the term of the ACC
Financial Services Agreement, either
party may terminate the ACC Financial Services Agreement on any
31 December by giving the other party at least three months' prior
written notice.
(2) Reasons and benefits for the transaction
CNAF has been providing financial services to the ACC Group for years. The
business with the ACC Group contributed a steady portion to CNAF's revenues in
the past. Such transaction is beneficial for CNAF to make full use of its
function as a financial platform to further improve the utilization efficiency
and effectiveness of funds, as well as enhance its gains on capital, which is
in line with the needs of the Company's operation and development. The
Directors believe that it would be in the best interest of CNAF and the Group
to continue the provision of financial services by CNAF to the ACC Group.
The Directors (including the independent non-executive Directors) consider
that the ACC Financial Services Agreement is on normal commercial terms or
better and in the ordinary and usual course of business of the Group, and the
terms and conditions contained therein are fair and reasonable and in the
interests of the Company and the Shareholders as a whole.
(3) Annual caps
Set forth below is a summary of the historical annual caps and actual maximum
amount of the maximum balance of daily loans (including accrued interest)
granted or to be granted by CNAF to the ACC Group and the ACC New Annual Caps:
Historical annual caps Actual daily maximum amount ACC New Annual Caps
For the period from 1 January 2026 to
31 March
For the year ended 31 December For the year ended 31 December For the year ending 31 December For the year ended 31 December For the year ended 31 December 2026 For the year ending 31 December For the year ending 31 December For the year ending 31 December
2024 2025 2026 2024 2025 2027 2028 2029
Transaction
Maximum daily balance of loans (including accrued interest) (note) RMB0 RMB2 RMB2.5 RMB0 RMB0 RMB0 RMB6 RMB6 RMB6
billion billion billion billion billion billion billion billion billion
Note: Air China Cargo was listed on the Shenzhen Stock Exchange at the end of
2024 and maintained sufficient working capital with no financing needs in 2024
and 2025. As a result, it has not sought any loans from CNAF for the two years
ended 31 December 2025.
The above ACC New Annual Caps are determined based on the following factors:
a. With reference to Air China Cargo's fleet introduction plans
and financing needs over the next three years, and assuming that part of its
future financing requirements will be met by loans from CNAF, it is expected
that for each of the three years ending 31 December 2029, the amount of loan
services that CNAF can provide to Air China Cargo will be approximately RMB4
billion.
b. Considering the working capital loan demand plans of Air China
Cargo's subsidiaries, and assuming that such loans will be provided by CNAF in
the future, it is expected that for each of the three years ending 31 December
2029, the amount of loan services that CNAF can provide to these subsidiaries
will be approximately RMB1 billion.
c. To address unforeseen circumstances, a 10% reasonable buffer is
reserved to ensure operational flexibility.
Based on the above, for each of the three years ending 31 December 2029, the
maximum daily balance of loans (including accrued interest) by CNAF to the ACC
Group is expected not to exceed RMB6 billion.
According to the relevant laws and regulations in the banking industry and the
Shanghai Listing Rules, the ACC Financial Services Agreement include the
credit risk-related credit line businesses (apart from loan businesses,
including bill discounting, non-financing letters of guarantee, bill
acceptances and other credit extension services) provided by CNAF to the ACC
Group under management as comprehensive credit line services, and has
determined the credit lines in relation thereto. Pursuant to the Shanghai
Listing Rules,
CNAF will determine the annual total credit lines for such credit line
services. As the comprehensive credit lines will be taken up in the form of
balance for such comprehensive credit line services business, and the credit
lines may be shared among different types of products, such credit lines can
be used on a revolving basis. After taking into account the amount of credit
lines actually granted by CNAF to the ACC Group in the past (i.e. the sum of
the maximum credit line granted by CNAF to the relevant member companies of
the ACC Group upon assessing the credit status of the relevant member
companies prior to processing the above-mentioned specific comprehensive
credit line business for such member companies), the future demand for
comprehensive credit line services of the ACC Group and the latest credit
status of relevant member companies, the annual credit lines of comprehensive
credit line services provided by CNAF to the ACC Group shall be no more than
RMB6 billion for each of the three years ending 31 December 2029.
(II) Risk Profile and Management of CNAF
CNAF, as a non-banking financial institution providing financial services to
the Group, the CNAHC Group and the ACC Group, is subject to regulations
promulgated by NFRA from time to time. These regulations may not be the same
as those regulating commercial banks. As CNAF and commercial banks have
different target customers for their respective financial services, they may
be subject to different risk profiles. Set out below are the major risk
exposures of CNAF:
Compliance risks
According to the Measures for the Administration of Finance Companies of
Enterprise
Groups 《( 企業集團財務公司管理辦法》) issued by the NFRA on 27
July 2004 (as last
amended on 13 November 2022), CNAF shall comply with various ratios in respect
of its assets and liabilities, including the capital adequacy ratio, total
extra-group liabilities to net capital ratio, total investment to net capital
ratio, and net self-owned fixed assets to net capital ratio. Since its
establishment until the date of this announcement, CNAF has complied with all
the relevant requirements from the NFRA in respect of the above-mentioned
ratios and the applicable rules and regulations stipulated by the NFRA.
Liquidity risks
CNAF utilises deposits received by it by lending the funds out to members of
the Group, the CNAHC Group and the ACC Group. Since the terms of the deposits
and loans are often different, CNAF faces liquidity risks if any deposit
becomes due and it has no immediately available fund for making payment. The
nature of such risk does not differ materially from the liquidity risks faced
by PRC commercial banks.
To manage its liquidity risks, CNAF strictly adheres to a 25% current ratio
requirement (i.e. its current liabilities shall not exceed 25% of its current
assets). The liquidity risks of CNAF are also mitigated as it could obtain
financing through inter-bank loans or pledged
repurchase from the inter-bank market if and when necessary. In addition,
since the customers of CNAF are limited to the members of the Group, the CNAHC
Group and the ACC Group, CNAF is shielded from the risk of bank runs by
individual depositors faced by commercial banks. Since its establishment until
the date of this announcement, CNAF has always been able to meet the repayment
schedules in respect of deposits placed by its customers.
Credit risks
Like state-owned commercial banks, CNAF faces credit risks in providing its
loans and other credit services to its customers. CNAF, being a member of the
CNAHC Group, is in a better position to gain information on the member
companies who are its customers in a more timely and comprehensive manner as
opposed to other PRC commercial banks who conduct business with clients of
various credit ratings and backgrounds. To control the credit risks, CNAF
carefully evaluates the operation situation and financial position of the
member companies within the Group, the CNAHC Group and the ACC Group when
receiving loan applications from them and only provides loans to member
companies who have sound financial position and cash flow. CNAF normally
requires guarantees from the shareholders of the applicant if the applicant's
credit standing exposes CNAF to relatively high risks. If a loan is approved,
CNAF conducts regular post-loan examination on the borrower to monitor and
safeguard against the credit risks. If a borrower defaults on the loan or
falls into financial difficulty in repayments, CNAF may enforce the guarantee
provided by the shareholders of the borrower. Moreover, according to the
relevant laws and regulations promulgated by the NFRA and as set out in the
articles of association of CNAF, in the event that CNAF falls into financial
difficulty in payments, CNAHC has the obligation to take all necessary steps
including injecting capital into CNAF based on its funding needs, to restore
its financial position. Due to the careful management of the credit risks,
CNAF has not had any non- performing loan since its establishment until the
date of this announcement.
Directors' view
Based on the foregoing, the Directors are of the view that the risk profile of
CNAF, as a provider of financial services to the Group, the CNAHC Group and
the ACC Group, has remained not greater than that of PRC commercial banks.
II. INTERNAL CONTROL MEASURES FOR THE NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS
To safeguard the interest of the Group, the Group will adopt the following
internal control measures in respect of the deposit services to be provided by
CNAF to the Group and the comprehensive credit line services to be provided by
CNAF to the CNAHC Group and the ACC Group, respectively.
Deposit services under the Air China Financial Services Agreement
The Company would take the following review procedure against the following
assessment criteria when obtaining the deposit services from CNAF under the
Air China Financial Services Agreement:
a. the Company and CNAF set up designated posts to monitor the
deposit balance of the Group with CNAF within the scope of the list of the
Company's subsidiaries on a daily basis to ensure that it does not exceed the
relevant annual caps;
b. the Company sets up designated posts to update the list of the
Company's subsidiaries on a regular basis to ensure the aggregate deposit
balance of the Group (including the subsidiaries in the updated list) with
CNAF does not exceed the relevant annual caps; and
c. the Company and its subsidiaries set up designated posts to
compare the rates and terms offered by CNAF and several state-owned commercial
banks when the need for deposit arises to ensure those rates and terms of the
Group's deposits with CNAF are in line with the relevant pricing basis.
Comprehensive credit services under the CNAHC Financial Services Agreement and the ACC Financial Services Agreement
CNAF would take the following review procedure process against the following
assessment criteria when providing the comprehensive credit line services to
the CNAHC Group under the CNAHC Financial Services Agreement and to the ACC
Group under the ACC Financial Services Agreement:
a. The credit department of CNAF conducts analysis and assessment
based on the general situation, financial and operating conditions and credit
status of the members of the CNAHC Group and ACC Group, and risk management
department of CNAF issues a report to the loan review committee of CNAF after
its examination. After the loan review committee of CNAF has approved the
comprehensive credit line services and determined the amount of the
comprehensive credit line services, and the final decision shall be made by
the general manager or the chairman or the board of directors of CNAF in
accordance with the authorisation of the board of directors;
b. after receiving the credit demand from members of the CNAHC
Group and ACC Group, the credit department of CNAF would carry out the
following works: verifying the credit demand of the applicant, considering the
credit risk and financing ability of the applicant, checking the records such
as if CNAF has provided the same type of services to the members of the CNAHC
Group and ACC Group respectively under the same condition, learning about the
current level of market interest charged by state-owned commercial banks and
offering quotation;
c. after securing the loan business, CNAF would issue a report to
the loan review committee of CNAF, which in turn would determine the approval
of the loan business, including loan interest rate, and the final decision
shall be made by the general manager or the chairman or the board of directors
of CNAF in accordance with the authorisation of the board of directors;
d. if it is discovered in the various quotations for a transaction
under the same conditions that the loan interest rates intended to be offered
by CNAF to the CNAHC Group and ACC Group are more favorable than those
provided by independent third parties to the CNAHC Group and ACC Group
respectively, such findings shall be reported to the loan review committee of
CNAF. The loan review committee of CNAF would assess whether to adjust the
price for services provided by CNAF or to amend relevant conditions with
reference to various factors, such as loan demand and the applicant's
qualifications and credibility, and the final decision shall be made by the
general manager or the chairman or the board of directors of CNAF in
accordance with the authorisation of the board of directors;
e. CNAF would complete the relevant approval procedures, and grant
the loan to the applicant after obtaining approval from the leader of credit
department and leaders of CNAF;
f. after the grant of the loan, the credit department of CNAF will
conduct regular post-loan examination on the applicant and issue examination
reports; and
g. the capital management system of CNAF will deduct the principal
and accumulated interests of the loan from the applicants' deposit accounts in
CNAF on the loan repayment date. If the applicant falls short of cash to repay
the loan, the applicant should request for extension in writing to CNAF prior
to the maturity of the loan, and may carry out relevant formalities upon
obtaining approval.
Since the Group has established adequate and appropriate internal control
procedures to review the Non-exempt Continuing Connected Transactions, the
Directors (including the independent non-executive Directors) consider that
such methods and procedures can ensure and safeguard the Non-exempt Continuing
Connected Transactions will be conducted on normal commercial terms, fair and
reasonable, and in the interest of the Company and the Shareholders as a
whole.
III. HONG KONG LISTING RULES IMPLICATIONS
1. Air China Financial Services Agreement
Deposit services As the highest applicable Percentage Ratio in respect of the Air China New
Annual Caps under Chapter 14 of the Hong Kong Listing Rules exceeds 5% but
below 25% and the highest applicable Percentage Ratio under Chapter 14A of the
Hong Kong Listing Rules exceeds 5%, the deposit services to be provided to the
Group by CNAF under the Air China Financial Services Agreement are subject to
(i) the requirements applicable to discloseable transaction under Chapter 14
of the Hong Kong Listing Rules; and (ii) the reporting, announcement and
independent shareholders' approval requirements for continuing connected
transactions under Chapter 14A of the Hong Kong Listing Rules.
Comprehensive Credit Services Comprehensive credit services to be provided to the Group by CNAF are expected
to be conducted on normal commercial terms or better, and not to be secured by
the assets of the Group. Therefore, such transactions will be fully exempt
from the reporting, annual review, announcement and independent shareholders'
approval requirements for continuing connected transactions in accordance with
Rule 14A.90 of the Hong Kong Listing Rules.
Other financial services The other financial services to be provided by CNAF to the Group will be
carried out on normal commercial terms or better and the aggregate annual fees
to be paid by the Group to CNAF for such services for each of the three years
ending 31 December 2027, 2028 and 2029 are expected to fall below the de
minimis threshold as stipulated under Rule 14A.76(1) of the Hong Kong Listing
Rules. Therefore, such transactions will be fully exempt from the reporting,
annual review, announcement and independent shareholders' approval
requirements for continuing connected transactions under the Hong Kong Listing
Rules.
2. CNAHC Financial Services Agreement and ACC Financial Services
Agreement
As at the date of this announcement, as Air China Cargo is a subsidiary of
CNAHC, the transactions of similar type under the CNAHC Financial Services
Agreement and the ACC Financial Services Agreement shall be aggregated under
the Hong Kong Listing Rules.
Deposit services The deposits placed by the CNAHC Group and ACC Group with CNAF are expected to
be conducted on normal commercial terms or better, and not to be secured by
the assets of the Group. Therefore, such transactions will be fully exempt
from the reporting, annual review, announcement and independent shareholders'
approval requirements for continuing connected transactions as provided under
Rule 14A.90 of the Hong Kong Listing Rules.
Comprehensive Credit Pursuant to Chapter 14A of the Hong Kong Listing Rules, as (i) the highest of
the applicable Percentage Ratios in respect of the ACC New Annual Caps,
Services exceeds 5% on a standalone basis; and (ii) the highest of the applicable
Percentage Ratios in respect of the CNAHC New Annual Caps, although does not
exceed 5% on a standalone basis, exceeds 5% when aggregated with the ACC New
Annual Caps but below 25%, the loan services to be provided to the CNAHC Group
by CNAF under the CNAHC Financial Services Agreement and the loan
services to be provided to the ACC Group by CNAF under the ACC Financial
Services Agreement are subject to (i) the reporting, announcement and
independent shareholders' approval requirements for continuing
connected transactions under Chapter 14A of the Hong Kong Listing Rules;
and (ii) the requirements applicable to discloseable transaction
under Chapter 14 of the Hong Kong Listing Rules.
Other financial The other financial services to be provided by CNAF to the CNAHC Group under
the CNAHC Financial Services Agreement and the other financial services
services provided by CNAF to the ACC Group under the ACC Financial Services Agreement
will be carried out on normal commercial terms or better and the aggregated
total annual fees to be paid by the CNAHC Group and ACC Group to CNAF for such
services for each of the three years ending 31 December 2027, 2028 and 2029
are expected to fall below the de minimis threshold as stipulated under Rule
14A.76(1) of the Hong Kong Listing Rules. Therefore, such transactions will be
fully exempt from the reporting, annual review, announcement and independent
shareholders' approval requirements for continuing connected transactions
under the Hong Kong Listing Rules.
At the Board meeting on 29 April 2026, Mr. Liu Tiexiang, Mr. Qu Guangji, Mr.
Cui Xiaofeng and Mr. Xiao Peng, being the Directors of the Company also
holding directorship in CNAHC, are considered to have material interests in
the Air China
Financial Services Agreement and the CNAHC Financial Services Agreement and
the transactions contemplated thereunder as well as the Air China New Annual
Caps and the CNAHC New Annual Caps and therefore have abstained from voting on
the relevant Board resolutions.
Mr. Liu Tiexiang, Mr. Qu Guangji, Mr. Cui Xiaofeng, Mr. Xiao Peng and Mr.
Patrick Healy, being the Directors of the Company also holding directorship in
CNAHC and/or Cathay Pacific, are considered to have material interests in the
ACC Financial Services Agreement and the transactions contemplated thereunder
as well as the ACC New Annual Caps and therefore have abstained from voting on
the relevant Board resolutions. Save as disclosed above, no other Director is
required to abstain from voting on the relevant Board resolutions.
The Board (including the independent non-executive Directors) considers that
the terms and conditions of the Financial Services Agreements are fair and
reasonable. Such continuing connected transactions are on normal commercial
terms or better and in the ordinary and usual course of business of the Group,
and are in the interests of the Company and its Shareholders as a whole. The
Board also considers that the Air China New Annual Caps, the CNAHC New Annual
Caps and the ACC New Annual Caps are fair and reasonable.
IV. SHANGHAI LISTING RULES IMPLICATIONS
The CNAHC Financial Services Agreement and the ACC Financial Services
Agreement, the CNAHC New Annual Caps and the ACC New Annual Caps as well as
the annual caps in relation to the comprehensive credit lines to be provided
by CNAF to CNAHC Group and ACC Group for the three years ending 31 December
2029 and the transactions contemplated thereunder are subject to independent
shareholders' approval under the Shanghai Listing Rules.
V. GENERAL INFORMATION
The Company will convene the AGM, for the consideration and approval of
Independent Shareholders on, among other things, the Financial Services
Agreements, the Air China New Annual Caps, the CNAHC New Annual Caps and the
ACC New Annual Caps.
The Independent Board Committee comprising all the independent non-executive
Directors has been established to advise the Independent Shareholders on the
Non-exempt Continuing Connected Transactions. Opus Capital Limited has been
appointed as the Independent Financial Adviser of the Company to advise the
Independent Board Committee and the Independent Shareholders in this regard.
A circular containing, among other things, (i) details regarding the above
transactions; (ii) a letter from the Independent Financial Adviser to the
Independent Board Committee and the Independent Shareholders regarding
its advice on the Non-exempt Continuing Connected
Transactions; and (iii) the recommendation from the Independent Board
Committee regarding the Non-exempt Continuing Connected Transactions, will be
published by the Company on or before 8 May 2026 in accordance with the Hong
Kong Listing Rules.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following
terms shall have the meanings as set out below:
"ACC Financial Services Agreement" the financial services framework agreement entered into between Air China
Cargo and CNAF on 29 April 2026, with a term commencing from 1 January 2027
and ending on 31 December 2029
"ACC Group" Air China Cargo and its subsidiaries
"ACC New Annual Caps" RMB6 billion, RMB6 billion and RMB6 billion, being the proposed maximum daily
balance of loans (including accrued interest) to be provided by CNAF to the
ACC Group under the ACC Financial Services Agreement for the three years
ending 31 December 2027, 2028 and 2029, respectively
"AGM" the annual shareholders' meeting of the Company for the year ended 31 December
2025
"Air China Cargo" Air China Cargo Co., Ltd., a company incorporated under the laws of the PRC
with limited liability and was owned as to approximately 39.4% by CNAHC as at
the date of this announcement, being a subsidiary of CNAHC. Air China Cargo is
principally engaged in air cargo and mail transportation business
"Air China Financial Services Agreement" the financial services framework agreement entered into between the Company
and CNAF on 29 April 2026, with a term commencing from 1 January 2027 and
ending on 31 December 2029
"Air China New Annual Caps" RMB22 billion, RMB23 billion and RMB24 billion, being the proposed maximum
daily balance of deposits (including accrued interest) to be placed by the
Group with CNAF under the Air China Financial Services Agreement for the three
years ending 31 December 2027, 2028 and 2029, respectively
"A Share(s)" ordinary share(s) in the share capital of the Company, with a nominal value of
RMB1.00 each, which are subscribed for and traded in Renminbi and listed on
Shanghai Stock Exchange
"associate(s)" has the meaning ascribed to it under the Hong Kong Listing Rules
"Board" the board of Directors of the Company
"Cathay Pacific" Cathay Pacific Airways Limited
"CNACG" China National Aviation Corporation (Group) Limited, a company incorporated
under the laws of Hong Kong and a wholly-owned subsidiary of CNAHC and a
substantial shareholder of the Company, which directly holds approximately
11.18% of the Company's issued share capital as at the date of this
announcement
"CNAF" China National Aviation Finance Co., Ltd., a company incorporated under the
laws of the PRC with limited liability and was held as to approximately 51%
and 49% by the Company and CNAHC, respectively, as at the date of this
announcement, being a connected subsidiary of the Company and thus a connected
person of the Company under the Hong Kong Listing Rules. CNAF is primarily
engaged in providing financial services to member companies of CNAHC Group,
the Group and the ACC Group
"CNAHC" China National Aviation Holding Corporation Limited, a PRC state-owned
enterprise and the controlling shareholder of the Company, directly and
through its wholly-owned subsidiary CNACG, holding approximately 53.71% of the
issued share capital of the Company in aggregate as at the date of this
announcement. As at the date of this announcement, the State-owned Assets
Supervision and Administration Commission of the State Council is the
controlling shareholder and de facto controller of CNAHC. CNAHC primarily
operates all the state-owned assets and state-owned equity interests invested
by the State in CNAHC and its invested entities, aircraft leasing and aviation
equipment and facilities maintenance businesses.
"CNAHC Financial Services Agreement" the financial services framework agreement entered into between CNAHC and CNAF
on 29 April 2026, with a term commencing from 1 January 2027 and ending on 31
December 2029
"CNAHC Group" CNAHC and the corporations or other entities in which CNAHC holds 30% or more
equity interests or voting powers or the majority of the directors of which is
controlled, directly or indirectly, by CNAHC, as well as any other CNAHC Group
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 (excluding the
Group, Air China Cargo and the corporations or other entities in which Air
China Cargo holds 30% or more equity interests or voting powers or the
majority of the directors of which are controlled, directly or indirectly, by
Air China Cargo)
"CNAHC New Annual Caps" RMB2.5 billion, RMB2.5 billion and RMB2.5 billion, being the proposed maximum
daily balance of loans (including accrued interest) to be provided by CNAF to
the CNAHC Group under the CNAHC Financial Services Agreement for the three
years ending 31 December 2027, 2028 and 2029, respectively
"Company" or "Air China" 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. The Company is
principally engaged in providing air passenger, air cargo and related services
"connected person(s)" has the meaning ascribed to it under the Hong Kong Listing Rules
"controlling shareholder(s)" has the meaning ascribed to it under the Hong Kong Listing Rules
"CSRC" China Securities Regulatory Commission
"Director(s)" the director(s) of the Company
"Financial Services Agreements" the Air China Financial Services Agreement, the CNAHC Financial Services
Agreement and the ACC Financial Services Agreement
"Existing ACC Financial Services Agreement" the financial services framework agreement entered into between Air China
Cargo and CNAF on 30 March 2023, with a term ending on 31 December 2026
"Existing Air China Financial Services Agreement" the financial services framework agreement renewed by the Company and CNAF on
30 March 2023, for a term commencing from 1 January 2024 and ending on 31
December 2026
"Existing CNAHC Financial Services Agreement" the financial services framework agreement renewed by CNAHC and CNAF on 30
March 2023, for a term commencing from 1 January 2024 and ending on 31
December 2026
"Existing Financial Services Agreements" the Existing Air China Financial Services Agreement, the Existing CNAHC
Financial Services Agreement and the Existing ACC Financial Services Agreement
"Group" the Company and its subsidiaries from time to time
"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" or the "Stock Exchange" The Stock Exchange of Hong Kong Limited
"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
"Independent Board Committee" a board committee comprising Mr. Xu Niansha, Mr. He Yun, Ms. Winnie Tam
Wan-chi and Mr. Gao Chunlei, all being the independent non-executive Directors
to advise the Independent Shareholders on the Non-exempt Continuing Connected
Transactions
"Independent Financial Adviser" or "Opus Capital" Opus Capital Limited, a corporation licensed by the Securities and Futures
Commission to conduct Type 1 (dealing in securities) and Type 6 (advising on
corporate finance) regulated activities under the SFO, who is appointed to
advise the Independent Board Committee and the Independent Shareholders in
respect of the Nonexempt Continuing Connected Transactions
"Independent Shareholders" the Shareholders who do not have material interests in the Non-exempt
Continuing Connected Transactions
"NAFMII" National Association of Financial Market Institutional Investors
"NFRA" National Financial Regulatory Administration
"Non-exempt Continuing Connected Transactions" the deposit services provided by CNAF to the Group under the Air China
Financial Services Agreement and the Air China New Annual Caps, the
comprehensive credit services provided by CNAF to the CNAHC Group under the
CNAHC Financial Services Agreement and the CNAHC New Annual Caps, and the
comprehensive credit services provided by CNAF to the ACC Group under the ACC
Financial Services Agreement and the ACC New Annual Caps
"PBOC" People's Bank of China
"Percentage Ratio" has the meaning ascribed to it under the Hong Kong Listing Rules
"RMB" Renminbi, the lawful currency of the PRC
"Shanghai Listing Rules" the Rules Governing the Listing of Stocks on Shanghai Stock Exchange
"Shanghai Stock Exchange" the Shanghai Stock Exchange
"Shareholder(s)" holder(s) of the shares of the Company
"substantial shareholder(s)" has the meaning ascribed to it under the Hong Kong Listing Rules
"%" per cent
By order of the Board
Air China Limited
Liu Tiexiang
Chairman
Beijing, the PRC, 29 April 2026
As at the date of this announcement, the directors of the Company are Mr. Liu
Tiexiang, Mr. Qu Guangji, 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
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END STRAKKBPABKKFQN
Copyright 2019 Regulatory News Service, all rights reservedRecent news on Air China
See all newsREG - Air China Ld - ANNOUNCEMENT ON KEY OPERATING DATA OF APRIL 2026
AnnouncementREG - Air China Ld - PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR
AnnouncementREG - Air China Ld - SUPPLEMENTAL NOTICE OF AGM
AnnouncementREG - Air China Ld - REVISED FORM OF PROXY
AnnouncementREG - Air China Ld - FORM OF PROXY FOR ANNUAL SHAREHOLDERS’ MEETING
Announcement