REG - Air China Ld - NOTICE OF EXTRAORDINARY GENERAL MEETING

Air ChinaAnnouncement

01/12/2025 09:30

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RNS Number : 6635J  Air China Ld  01 December 2025

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong
Limited take no responsibility for the contents of this notice, 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 notice.

 

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 GENERAL MEETING

 

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "EGM") of
Air China Limited (the "Company") will be held at 11:00 a.m. on Tuesday, 16
December 2025 at The Conference Room C713, 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 28 November 2025.

 

1.       To consider and approve the resolution in relation to the
satisfaction of the Company of the conditions for the Issuance of A Shares to
Specific Investors.

2.       To consider and approve the resolution in relation to the
proposal of the Issuance of A Shares to Specific Investors by the Company in
2025.

2.1     type and par value of Shares issued

 

2.2     method and time of issuance

 

2.3     subscribers and method of subscription

 

2.4     issue price and pricing method

 

2.5     number of issuance

 

2.6     lock-up arrangement

 

2.7     listing venue

 

2.8     arrangement relating to the accumulated undistributed profits
prior to the Issuance

               2.9     amount and use of proceeds

 

2.10   validity period of the resolution on the Issuance

 

3.      To consider and approve the resolution in relation to the
preliminary proposal of the Issuance of A Shares to Specific Investors by the
Company in 2025.

4.     To consider and approve the resolution in relation to the
discussion and analysis report on the proposal of the Issuance of A Shares to
Specific Investors by the Company in 2025.

5.       To consider and approve the resolution in relation to the
feasibility analysis report on the use of proceeds from the Issuance of A
Shares to Specific Investors by the Company in 2025.

6.       To consider and approve the resolution in relation to the
related (connected) transaction concerning the entering into of the
conditional A share subscription agreement with specific investors by the
Company.

7.      To consider and approve the resolution in relation to the report
on use of proceeds from previous fund-raising activities of the Company.

8.     To consider and approve the resolution in relation to the dilution
of the Company's current return by the Issuance of Shares to Specific
Investors in 2025, the remedial measures and the undertakings made by the
relevant entities in respect of such measures.

9.       To consider and approve the resolution in relation to the
future plan of the Company for dividend returns to the Shareholders for the
coming three years (2025 - 2027).

10.    To consider and approve the resolution in relation to the
authorization by the Shareholders' meeting to the Board and its authorized
person(s) to proceed with relevant matters in respect of the Issuance of
Shares to Specific Investors by the Company in their sole discretion.

The above resolutions No. 1, No. 7, No. 8 and No. 9 are ordinary resolutions; the remaining resolutions are special resolutions.

 

By Order of the Board

Air China Limited

Xiao Feng
Company Secretary

 

Beijing, the PRC, 28 November 2025

 

As at the date of this notice, the directors of the Company are Mr. Liu
Tiexiang, Mr. Wang Mingyuan, 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 of the Company will be closed from
Thursday, 11 December 2025 to Tuesday, 16 December 2025 (both days inclusive),
during which time no transfer of H shares of the Company will be effected and
registered. In order to qualify for attendance and voting at the 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 Wednesday, 10 December 2025.

 

H Shareholders whose names appear on the register of members of H shares of
the Company at the close of business on Wednesday, 10 December 2025 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 businesses

 

(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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