AMENDMENTS TO THE ARTICLES OF ASSOCIATION
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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)
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
References are made to (i) the announcement of the poll results of extraordinary shareholders' meeting of Air China Limited (the "Company") dated 16 December 2025; and (ii) the announcement of the Company dated 9 June 2026 in relation to the completion of issuance of 3,044,140,030 A Shares to specific investors ("Issuance of A Shares to Specific Investors").
The Company completed the issuance of 3,044,140,030 ordinary A Shares to China National Aviation Holding Corporation Limited and China National Aviation Capital Holding Co., Ltd. on 4 June 2026. After being considered and approved by the 19th meeting of the seventh session of the Board of the Company, the total share capital of the Company has been changed from 17,448,421,000 shares to 20,492,561,030 shares, and the registered capital has been changed from RMB17,448,421,000 to RMB20,492,561,030.
In view of the above changes in the Company's share capital and registered capital, and pursuant to the authorisation granted at the Company's third extraordinary shareholders' meeting in 2025 and the resolution passed at the 19th meeting of the seventh session of the Board of the Company, the Company has amended the relevant articles in the Articles of Association of Air China Limited (the "Articles of Association") in accordance with the Company Law of the People's Republic of China, the Guidance on the Articles of Association of Listed Companies, as well as other applicable laws, regulations and regulatory documents. The specific amendments are as follows:
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Original Articles of the Articles of Association |
Amended Articles of the Articles of Association |
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Article 20 As approved by the competence authorities, the changes in the share capital of the Company were as follows: |
Article 20 As approved by the competence authorities, the changes in the share capital of the Company were as follows: |
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Original Articles of the Articles of Association |
Amended Articles of the Articles of Association |
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The Company shall issue additional 2,933,210,909 ordinary shares after its incorporation, and the promoters of the Company shall sell 293,321,091 ordinary shares, all of which are H Shares.
Upon completion of the offering of the H Shares set forth above, the Company has issued 1,639,000,000 A shares in 2006.
Upon the completion of the issuance of A shares, the Company has issued 1,179,151,364 H Shares to Cathay Pacific Airways Limited, a shareholder of the Company, in 2006.
Upon the completion of the said additional issuance of H Shares, the Company has issued 483,592,400 new A Shares on a non-public issue basis and 157,000,000 new H Shares to China National Aviation Corporation (Group) Limited, a shareholder of the Company, on a non-public issue basis in the year of 2010.
Upon the completion of the aforesaid non-public issue of A Shares and H Shares, the Company has issued 192,796,331 new A Shares to China National Aviation Holding Corporation Limited, a shareholder of the Company, on a non-public issue basis in the year of 2013.
Upon the completion of the aforesaid non-public issue of A Shares, the Company has issued 1,440,064,181 A Shares on a non-public issue basis in the year of 2017.
Upon the completion of the aforesaid non-public issue of A Shares, the Company has issued 1,675,977,653 A Shares on a non-public issuance basis in the year of 2023.
Upon the completion of the aforesaid non-public issue of A Shares, the Company has issued 392,927,308 H Shares to specific investor in the year of 2024. |
The Company shall issue additional 2,933,210,909 ordinary shares after its incorporation, and the promoters of the Company shall sell 293,321,091 ordinary shares, all of which are H Shares.
Upon completion of the offering of the H Shares set forth above, the Company has issued 1,639,000,000 A shares in 2006.
Upon the completion of the issuance of A shares, the Company has issued 1,179,151,364 H Shares to Cathay Pacific Airways Limited, a shareholder of the Company, in 2006.
Upon the completion of the said additional issuance of H Shares, the Company has issued 483,592,400 new A Shares on a non-public issue basis and 157,000,000 new H Shares to China National Aviation Corporation (Group) Limited, a shareholder of the Company, on a non-public issue basis in the year of 2010.
Upon the completion of the aforesaid non-public issue of A Shares and H Shares, the Company has issued 192,796,331 new A Shares to China National Aviation Holding Corporation Limited, a shareholder of the Company, on a non-public issue basis in the year of 2013.
Upon the completion of the aforesaid non-public issue of A Shares, the Company has issued 1,440,064,181 A Shares on a non-public issue basis in the year of 2017.
Upon the completion of the aforesaid non-public issue of A Shares, the Company has issued 1,675,977,653 A Shares on a non-public issuance basis in the year of 2023.
Upon the completion of the aforesaid non-public issue of A Shares, the Company has issued 392,927,308 H Shares to specific investor in the year of 2024. |
|
Original Articles of the Articles of Association |
Amended Articles of the Articles of Association |
|
Upon the completion of the aforesaid non-public issue of H Shares, the Company has issued 854,700,854 A Shares to specific investor in the year of 2024.
The present share capital structure of the Company is as follows: the Company has a total of 17,448,421,000 ordinary shares in issue, of which 12,492,810,328 shares are held by holders of A Shares, representing approximately 71.60% of the Company's total share capital, and 4,955,610,672 shares are held by holders of H Shares, representing approximately 28.40% of the Company's total share capital. |
Upon the completion of the aforesaid non-public issue of H Shares, the Company has issued 854,700,854 A Shares to specific investor in the year of 2024.
Upon the completion of the aforesaid issuance of A Shares to specific investor, the Company has issued 3,044,140,030 A Shares to specific investors in the year of 2026.
The present share capital structure of the Company is as follows: the Company has a total of 17,448,421,00020,492,561,030 ordinary shares in issue, of which 12,492,810,32815,536,950,358 shares are held by holders of A Shares, representing approximately 71.6075.82% of the Company's total share capital, and 4,955,610,672 shares are held by holders of H Shares, representing approximately 28.4024.18% of the Company's total share capital. |
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Article 21 The registered capital of the Company is RMB17,448,421,000. The number of shares issued by the Company is 17,448,421,000 shares, all of which are ordinary shares. |
Article 21 The registered capital of the Company is RMB17,448,421,00020,492,561,030. The number of shares issued by the Company is 17,448,421,00020,492,561,030 shares, all of which are ordinary shares. |
Save for the amendments above, other articles in the Articles of Association remain unchanged.
By Order of the Board
Air China Limited
Xiao Feng
Company Secretary
Beijing, the PRC, 17 July 2026
As at the date of this announcement, the Directors of the Company are Mr. Liu Tiexiang, Mr. Qu Guangji, Mr. Cui Xiaofeng, Mr. Lam Siu Por Ronald, 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
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