CIRCULAR FOR THE 2024 ANNUAL GENERAL MEETING

Companies

Air China Ltd. (AIRC)

UK 100

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DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		5
I. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		5
II. Continuing Connected Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		6
III. Proposed Change of Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		23
IV. Proposed Amendments to the Articles of Association and the Abolishment of the Supervisory Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		24
V. Proposed Amendments to the Rules and Procedures of Shareholders' Meetings and the Rules and Procedures of Meetings of the Board . . . . . . . . . . . . . . . . . . . .		25
VI. Details of Other Resolutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		25
VII. AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		29
VIII. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		30
IX. Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		30
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . . . . .		32
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . . . . . . . . . .		34
APPENDIX I - GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		49
APPENDIX II - 2024 WORK REPORT OF THE BOARD OF DIRECTORS . . . . . . . .		54
APPENDIX III - 2024 WORK REPORT OF THE SUPERVISORY COMMITTEE . . . . .		59
APPENDIX IV - PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION . . .		63
APPENDIX V - PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES OF SHAREHOLDERS' MEETINGS . . . . . . . . . . . . . . . . . . . . . . .		164
APPENDIX VI - PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES OF MEETINGS OF THE BOARD . . . . . . . . . . . . . . . . . . . . . . . .		198
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		208

"2022 Circular"	the circular issued by the Company on 28 September 2022 to the Shareholders in respect of, among other things, the CNACG Transactions
"30%-controlled company(ies)"	has the meaning ascribed to it under the Hong Kong Listing Rules
"30%-controlled Corporations"	30%-controlled companies and their subsidiaries
"AGM"	the annual general meeting of the Company for the year ended 31 December 2024 to be held on Tuesday, 24 June 2025
"Articles of Association"	the articles of association of the Company
"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 (國泰航空有限公司） , a company incorporated in Hong Kong and listed on the Hong Kong Stock Exchange, the principal activity of which is the operation of scheduled airline services
"Cathay Pacific Group"	Cathay Pacific and its subsidiaries from time to time
"Cathay Transactions"	transactions between members of the Group on the one hand and members of Cathay Pacific Group and Cathay Pacific's 30%-controlled Corporations (where applicable) on the other hand, as well as members of Cathay Pacific Group on the one hand and members of the Group and the Company's 30%-controlled Corporations (where applicable) on the other hand arising from joint venture arrangements for the operation of passenger air transportation, code sharing arrangements, interline arrangements, aircraft leasing, frequent flyer programmes, the provision of airline catering, ground support and engineering services, inbound/outbound cargo handling services and other services agreed to be provided and other transactions agreed to be undertaken under the Framework Agreement or the New Framework Agreement, as applicable

"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 Latest Practicable Date
"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 Latest Practicable Date
"CNACG Group"	CNACG, its subsidiaries and 30%-controlled companies (as defined under Hong Kong Listing Rules)
"CNACG Framework Agreement"	the framework agreement dated 30 October 2019 entered into between the Company and CNACG in respect of the CNACG Transactions
"CNACG Transactions"	the continuing connected transactions contemplated under the CNACG Framework Agreement between members of the Group on the one hand, and members of the CNACG Group on the other hand, but excluding the various services, such as airline catering service, housing rental, etc., that have been included or will be included in the continuing connected transaction framework agreements entered into between the Company and CNAHC
"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
"Director(s)"	the director(s) of the Company
"Framework Agreement"	the framework agreement dated 26 June 2008 between the Company and Cathay Pacific governing the execution, renewal and extension of the relevant agreements between members of the Group on the one hand and members of Cathay Pacific Group on the other hand
"Group" or "Air China Group"	the Company and its subsidiaries from time to time

"HK$"	Hong Kong dollar, 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
"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 Shareholder(s)"	holders of the H Shares
"IFRS Accounting Standards"	IFRS Accounting Standards as issued by the International Accounting Standards Board
"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 Transactions
"Independent Financial Adviser" or "BaoQiao Partners"	BaoQiao Partners Capital Limited, a corporation licensed to carry out Type 6 (advising on corporate finance) regulated activity under the SFO, being the independent financial adviser to the Independent Board Committee and the Independent Shareholders to advise on the Non-exempt Transactions
"Independent Shareholders"	In respect of the CNACG Transactions, the Shareholders of the Company other than CNAHC and its associate(s); in respect of the transactions contemplated under the New Framework Agreement, the Shareholders of the Company other than Cathay Pacific and its associate(s)
"Latest Practicable Date"	28 May 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

"New Framework Agreement"	the new framework agreement dated 28 May 2025 between the Company and Cathay Pacific governing the execution, renewal and extension of the relevant agreements between members of the Group on the one hand and members of Cathay Pacific Group and Cathay Pacific's 30%-controlled Corporations (where applicable) on the other hand, as well as members of Cathay Pacific Group on the one hand and members of the Group and the Company's 30%-controlled Corporations (where applicable) on the other hand
"Non-exempt Transactions"	the finance and operating leases entered into by the Group as lessee under the CNACG Transactions, the highest applicable percentage ratio of the proposed annual cap in respect of the total value of right-of-use assets of which is, on an annual basis, higher than 5% but less than 25%
"RMB"	Renminbi, the lawful currency of the PRC
"Shanghai Listing Rules"	the Rules Governing the Listing of Stocks on Shanghai Stock Exchange
"Shareholder(s)"	holder(s) of the shares of the Company
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"substantial shareholder(s)"	has the meaning ascribed thereto under the Hong Kong Listing Rules
"Supervisor(s)"	the supervisor(s) of the Company
"Supervisory Committee"	the supervisory committee of the Company
"%"	per cent

Transaction	Pricing Terms and Policies

Interline arrangements and codeshare arrangements	Revenue is apportioned between the parties in accordance with bilateral prorate agreements which follow the principles in the Multi-lateral Prorate Agreement of International Air Transport Association.

Joint operating arrangements	Revenue is apportioned between the parties having regard to the fleet capacity of both parties and the values of seats sold by each party.

Aircraft leasing	Rentals payable under aircraft leases are determined after negotiations at arm's length between the parties having regard to rentals payable under comparable leases by at least two unconnected parties for comparable aircraft and comparable periods and prevailing long term interest rates.

Frequent flyer programmes	Frequent flyers of either party can earn mileage credits by taking the other party's flights. Payments by each party to the other for mileage values are determined by the parties on an arm's length basis having regard to comparable mileage values payable by at least two unconnected airlines to the relevant party.
Airline catering	The parties determine the pricing of airline catering having regard to quotations provided by at least two unconnected caterers, taking due account of material and labour costs, quality, assurance of supply, safety and innovation of similar catering products (including changes in the foregoing matters).

Ground support and engineering services	The pricing of ground support and engineering services charged by one party to the other party is required to be no less favourable than that offered for comparable services of similar scope to at least two unconnected parties taking due account of the quality of services.
Inbound/outbound cargo handling services	The pricing of cargo handling services charged by one party to the other party is required to be no less favourable than that offered for comparable services of similar scope to at least two unconnected parties taking due account of the quality of services.

Transaction	Pricing Terms and Policies

Other products and services	The pricing of other products and services, including leasing premises and handling customs clearance, is determined having regard to relevant market information to ensure fairness and reasonableness and to ensure the offer is comparable to those offered by unrelated third parties. This includes soliciting at least two independent third-party quotations for comparable products in similar quantities and services of similar scope. Additionally, the costs incurred by the relevant party and the quality of products and services, including any changes in these factors, are taken into consideration.

	Historical amounts (HK$ million)			Annual caps (HK$ million)
	Financial years ended 31 December			Financial years ending 31 December
	2022	2023	2024	2025	2026	2027	2028
				(Note)

The payments made by the Group to Cathay Pacific Group and/or Cathay Pacific's 30%- controlled Corporations	25	84	133	900	700	800	900
The payments received by the Group from Cathay Pacific Group and/or Cathay Pacific's 30%- controlled Corporations	36	174	365	900	800	900	1,000

(1)	Issuer:	the Company and/or its controlled or wholly-owned subsidiary, and the specific issuer shall be determined by the Board according to the needs of issuance.
(2)	Placing arrangement:	no preferential placement to the shareholders of the Company.
(3)	Issue size:	subject to that the balance of the outstanding debt financing instruments of the Issuance shall be within the permissible size prescribed by the relevant laws and regulations and specified by regulatory authorities, and the specific issue size shall be determined by the Board according to the capital requirement and the market conditions.
(4)	Term and type:	not more than 15 years for one single-term instrument or a portfolio of instruments with various terms, and the specific term composition and the issue size of instruments with various terms shall be determined by the Board according to the relevant regulations and market conditions.
(5)	Use of proceeds:	the proceeds to be raised from the Issuance are intended to be applied towards uses such as meeting the demand of the Company's production and operations, adjusting its debt structure, replenishing its working capital and/or funding its project investments, and the specific use of proceeds shall be determined by the Board according to the capital requirement.

(6)	Term of validity of the authorization:	from the date of the passing of the resolution at the general meeting of the Company to the date of the annual general meeting of the Company for the year 2025.
		If the Board (including its authorized person) has resolved to issue within the valid term of the mandate, it shall be deemed as an extension to the term of the mandate granted to the Board (including its authorized person) in respect of such issue on the general meeting, provided that there is no conflict between the mandate renewed by the Board (including its authorized person) on the general meeting after the expiry of the mandate and the mandate granted to the Board (including its authorized person) in respect of such issue.

Yours faithfully, Independent Board Committee

Mr. Xu Niansha	Mr. He Yun	Ms. Winnie Tam Wan-chi	Mr. Gao Chunlei
Independent non-executive Director	Independent non-executive Director	Independent non-executive Director	Independent non-executive Director

	FY2023	FY2024	FY2025
	(in millions of RMB)

In terms of total value of right-of-use assets in relation to the finance and operating leases entered into by the Group as lessee
Historical transaction amounts	808	1,948	7,466 Note 2
Historical Annual Caps	14,000	16,500	17,500
Utilisation rate ^Note ¹	5.8%	11.8%	42.7%

	FY2026	FY2027	FY2028
	(in millions of RMB)

In terms of total value of right-of-use assets in relation to the finance and operating leases entered into by the Group as lessee	14,800	19,500	17,500

Name	Type of interests	Type and number of shares held	Approximate percentage of the total number of Shares in issue	Percentage of the total issued A Shares of the Company	Percentage of the total issued H Shares of the Company

CNAHC	Beneficial owner	7,421,462,701 (L) A Shares	42.53%	59.41%	-
CNAHC⁽¹⁾	Equity attributable	1,332,482,920 (L) A Shares	7.64%	10.67%	-
CNAHC⁽¹⁾	Equity attributable	616,779,308 (L) H Shares	3.54%	-	12.45%
CNACG	Beneficial owner	1,332,482,920 (L) A Shares	7.64%	10.67%	-
CNACG	Beneficial owner	616,779,308 (L) H Shares	3.54%	-	12.45%
Cathay Pacific	Beneficial owner	2,633,725,455 (L) H Shares	15.09%	-	53.15%
Swire Pacific Limited⁽²⁾	Equity attributable	2,633,725,455 (L) H Shares	15.09%	-	53.15%
John Swire & Sons (H.K.) Limited⁽²⁾	Equity attributable	2,633,725,455 (L) H Shares	15.09%	-	53.15%
John Swire & Sons Limited⁽²⁾	Equity attributable	2,633,725,455 (L) H Shares	15.09%	-	53.15%

Name	Qualification

BaoQiao Partners	a corporation licensed to carry out Type 6 (advising on corporate finance) regulated activity under the SFO

Existing Articles of the Articles of Association	Amended Articles (Note: if no markup is shown, it means that no amendment has been made)
CHAPTER 1 GENERAL PROVISIONS	CHAPTER 1 GENERAL PROVISIONS
Article 4 The Company's legal representative is the Chairman of the board of directors of the Company.	Article 4 The Company's legal representative is the Chairman of the board of directors of the Company. The legal consequences of civil activities performed by the legal representative in the name of the Company shall be borne by the Company.
Article 8 The Articles of Association are binding on the Company and its shareholders, directors, supervisors, president, vice presidents and other senior officers; all of whom may, according to the Company's Articles of Association, assert their rights in respect of the affairs of the Company. A shareholder may take action against the Company pursuant to the Company's Articles of Association. The Company may take action against a shareholder, directors, supervisors, president, vice presidents and other senior officers of the Company pursuant to the Company's Articles of Association. A shareholder may also take action against another shareholder, and may take action against the directors, supervisors, president, vice presidents and other senior officers of the Company pursuant to the Company's Articles of Association. The "other senior officers" referred to in these Articles of Association mean the board secretary, chief accountant, chief pilot, general legal counsel and other senior officers appointed by the board of directors of the Company.	Article 8 The Articles of Association are binding on the Company and its shareholders, directors, supervisors, president, vice presidents and other senior officers; all of whom may, according to the Company's Articles of Association, assert their rights in respect of the affairs of the Company. A shareholder may take action against the Company pursuant to the Company's Articles of Association. The Company may take action against a shareholder, directors, supervisors, president, vice presidents and other and senior officers of the Company pursuant to the Company's Articles of Association. A shareholder may also take action against another shareholder, and may take action against the directors, supervisors, president, vice presidents and other and senior officers of the Company pursuant to the Company's Articles of Association. The "other senior officers" referred to in these Articles of Association mean the president, vice president, chief accountant, board secretary, chief accountant, chief pilot, general legal counsel and other senior officers appointed by the board of directors of the Company.
CHAPTER 3 SHARES AND REGISTERED CAPITAL	CHAPTER 3 SHARES AND REGISTERED CAPITAL
Article 14 There shall, at all times, be ordinary shares in the Company. Subject to the approval of the department authorized by the State Council, the	Article 14 The Company's equity shall be represented in the form of shares. There shall, at all times, be ordinary shares in the Company.

Existing Articles of the Articles of Association	Amended Articles (Note: if no markup is shown, it means that no amendment has been made)
Unless there is evidence to the contrary, the register of shareholders shall be sufficient evidence of the shareholders' shareholdings in the Company.	Unless there is evidence to the contrary, the register of shareholders shall be sufficient evidence of the shareholders' shareholdings in the Company.
CHAPTER 7 SHAREHOLDERS' RIGHTS AND OBLIGATIONS	CHAPTER 7 SHAREHOLDERS' RIGHTS AND OBLIGATIONS
Article 46 Holders of the ordinary shares of the Company shall enjoy the following rights: …… (5) the right to obtain relevant information in accordance with the provisions of the Articles of Association, including: (i) the right to obtain a copy of the Articles of Association, subject to payment of costs; (ii) the right to inspect, and copy after payment of a reasonable fee: (a) all parts of the register of shareholders; (b) report on the state of the Company's share capital; (c) minutes of shareholders' general meetings; (d) counterfoils of corporate bonds, resolutions of the board of directors, resolutions of the supervisory board, financial and accounting report; (6) in the event of the termination or liquidation of the Company, the right to participate in the distribution of surplus assets of the Company in accordance with the number of shares held; (7) With respect to shareholders who vote against any resolution adopted at the shareholders' general	Article 46 Holders of the ordinary shares of the Company shall enjoy the following rights: …… (5) the right to inspect and copy the Articles of Association, register of shareholders, minutes of shareholders' meetings, resolutions of the board of directors, and financial and accounting report, shareholders who meet the requirements may inspect the Company's accounting books and accounting vouchers; the right to obtain relevant information in accordance with the provisions of the Articles of Association, including: (i) the right to obtain a copy of the Articles of Association, subject to payment of costs; (ii) the right to inspect, and copy after payment of a reasonable fee: (a) all parts of the register of shareholders; (b) report on the state of the Company's share capital; (c) minutes of shareholders' general meetings; (d) counterfoils of corporate bonds, resolutions of the board of directors, resolutions of the supervisory board, financial and accounting report;

Existing Articles of the Articles of Association	Amended Articles (Note: if no markup is shown, it means that no amendment has been made)
	Where a controlling shareholder or de facto controller transfers the shares of the Company held by him/her, he/she shall comply with the restrictive provisions on the transfer of shares set out in laws, administrative regulations, the regulations of the CSRC and stock exchanges, as well as its undertakings in respect of restrictions on the transfer of shares.
CHAPTER 8 SHAREHOLDERS' GENERAL MEETINGS	CHAPTER 8 SHAREHOLDERS' GENERAL MEETINGS
Article 54 The shareholders' general meeting is the organ of authority of the Company, and shall exercise the following functions and powers in accordance with laws: (1) to decide on the Company's operational policies and investment plans; (2) to elect and replace directors (excluding the employee representative director) and to decide on matters relating to the remuneration of directors; (3) to elect and replace supervisors appointed from personnel who are not representatives of the employees and to decide on matters relating to the remuneration of supervisors; (4) to examine and approve the board of directors' reports; (5) to examine and approve the supervisory committee's reports; (6) to examine and approve the Company's proposed preliminary and final annual financial budgets; (7) to examine and approve the Company's profit distribution plans and loss recovery plans;	Article 53 The shareholders' meeting of the Company is composed of all shareholders. The shareholders' general meeting is the organ of authority of the Company, and shall exercise the following functions and powers in accordance with laws: (1) to decide on the Company's operational policies and investment plans; (2) to elect and replace directors (excluding the employee representative director) and to decide on matters relating to the remuneration of directors; (3) to elect and replace supervisors appointed from personnel who are not representatives of the employees and to decide on matters relating to the remuneration of supervisors; (42) to examine and approve the board of directors' reports; (5) to examine and approve the supervisory committee's reports; (6) to examine and approve the Company's proposed preliminary and final annual financial budgets; (73) to examine and approve the Company's profit distribution plans and loss recovery plans;

Existing Articles of the Articles of Association	Amended Articles (Note: if no markup is shown, it means that no amendment has been made)
Company may, according to its requirements, create different classes of shares.	Subject to the approval of the department authorized by the State Council, the Company may, according to its requirements, create different classes of shares. The issuance of the Company shares shall adhere to the principles of openness, fairness, and impartiality, and each share of the same class shall have equal rights. For shares of the same class issued in the same tranche, the issuance terms and price per share shall be identical; all subscribers shall pay the same consideration per share.
Article 16 The Company may issue shares to Domestic Investors and Foreign Investors according to the laws, and shall file with the securities regulatory authority of the State Council according to the requirements.	Article 16 The Company may issue shares to Domestic Investors and Foreign Investors according to the laws, and shall register orfile with the securities regulatory authority of the State Council according to the requirements.
Article 21 The registered capital of the Company is RMB17,448,421,000.	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 22 The Company or the Company's subsidiaries (including the Company's affiliated enterprises) shall not provide any assistance in the form of donates, advances, guarantees, compensation or loans to persons who acquire or intend to acquire the shares of the Company.	Article 22 The Company or the Company's subsidiaries (including the Company's affiliated enterprises) shall not provide any financialassistance in the form of donates, advances, guarantees, compensation or loans or borrowings to other persons who acquire or intend to acquire the shares of the Company or its parent company, except for the implementation of the Company's employee share ownership plan. For the interests of the Company, upon a resolution of the shareholders' meeting, or a resolution of the board of directors in accordance with the Articles of Association or the authorization of the shareholders' meeting, the Company may provide financial assistance to other persons for the acquisition of the shares of the Company or its parent company, provided that the cumulative total amount of the financial assistance shall not exceed 10 percent of the total issued share capital.

Existing Articles of the Articles of Association	Amended Articles (Note: if no markup is shown, it means that no amendment has been made)
	Resolutions made by the board of directors shall be approved by more than two-thirds of all directors.
CHAPTER 4 INCREASE, DECREASE AND REPURCHASE OF SHARES	CHAPTER 4 INCREASE, DECREASE AND REPURCHASE OF SHARES
Article 23 The Company may, based on its operating and development needs, authorize the increase of its capital pursuant to the Articles of Association. The Company may increase its capital in the following ways: (1) by public offering of shares; (2) by non-public offering of shares; (3) by issuing bonus shares to its existing shareholders; (4) by converting the common reserve into share capital; (5) by any other means which is prescribed by law and administrative regulations and approved by the securities regulatory authority of the State Council.	Article 23 The Company may, based on its operating and development needs, authorize the increase of its capital pursuant to the Articles of Association. The Company may increase its capital in the following ways: (1) by publicoffering of shares to unspecified targets; (2) by non-public offering of shares to specified targets; (3) by issuing bonus shares to its existing shareholders; (4) by converting the common reserve into share capital; (5) by any other means which is prescribed by laws,law and administrative regulations and approved by the securities regulatory authority of the State Council the CSRC.
Article 25 The Company must prepare a balance sheet and an inventory of assets when it reduces its registered capital. The Company shall notify its creditors within ten (10) days of the date of the Company's resolution for reduction of capital and shall publish an announcement in a newspaper within thirty (30) days of the date of such resolution. A creditor has the right within thirty (30) days of receipt of the notice from the Company or, in the case of a creditor who does not receive such notice, within	Article 25 The Company must prepare a balance sheet and an inventory of assets when it reduces its registered capital. The Company shall notify its creditors within ten (10) days of the date of the Company's resolution for reduction of capital and shall publish an announcement in a newspaper or on the National Enterprise Credit Information Publicity Systemwithin thirty (30) days of the date of such resolution. A creditor has the right within thirty (30) days of receipt of the notice from

Existing Articles of the Articles of Association	Amended Articles (Note: if no markup is shown, it means that no amendment has been made)
Where shareholders request for inspection of the relevant information or demand for materials as mentioned in the preceding paragraphs, they shall provide the Company with written documents evidencing the class and number of shares of the Company they hold. Upon verification of the shareholder's identity, the Company shall provide information requested by such shareholder.	Shareholders and the accounting firm, law firm, or other intermediaries retained by them shall comply with the provisions of laws and administrative regulations on the protection of state secrets, trade secrets, personal privacy and personal information when inspecting and duplicating the relevant material.
Article 47 If the content of a resolution of the shareholders' general meeting or the board of directors of the Company violates the laws or administrative regulations, the shareholders shall have the right to submit a petition to the People's Court to render the same invalid.	Article 47 If the content of a resolution of the shareholders' general meeting or the board of directors of the Company violates the laws or administrative regulations, the shareholders shall have the right to submit a petition to the People's Court to render the same invalid.
If the procedures for convening or the method of voting at a shareholders' general meeting or meeting of the board of directors violate the laws, administrative regulations or these Articles of Association, or the contents of a resolution violate these Articles of Association, the shareholders shall have the right to submit a petition to the People's Court to revoke the same within sixty (60) days from the date on which such resolution is passed.	If the procedures for convening or the method of voting at a shareholders' generalmeeting or meeting of the board of directors violate the laws, administrative regulations or these Articles of Association, or the contents of a resolution violate these Articles of Association, the shareholders shall have the right to submit a petition to the People's Court to revoke the same within sixty (60) days from the date on which such resolution is passed., unless there is only a slight defect in the procedure of convening or the method of voting at the shareholders' meeting or the meeting of the board of directors which has no substantive impact on the resolution.
	Where the board of directors, shareholders and other stakeholders have disputes over the validity of a resolution of a shareholders' meeting, they shall promptly file a lawsuit with the People's Court. Before the People's Court makes a judgement or ruling, the stakeholders shall execute the resolution of the shareholders' meeting. The Company, directors and senior officers shall perform their duties diligently to ensure the normal operation of the Company.

Existing Articles of the Articles of Association	Amended Articles (Note: if no markup is shown, it means that no amendment has been made)
	(173) to decide on other matters which, according to laws, administrative regulations, other regulatory documents and the Articles of Association, need to be approved by shareholders in general meetings the shareholders' meeting.
	Article 54 The shareholders' meeting may authorize the board of directors to resolve on matters such as the issuance of Company's shares and bonds in accordance with laws, administrative regulations, departmental rules and listing rules of securities. If the shareholders' meeting authorizes the board of directors to decide on the issuance of new shares, the board resolution must be approved by more than two-thirds of all directors. If the board of directors decides to issue shares under the authorization which results in changes to the Company's registered capital or the number of issued shares, the corresponding amendments to the Company's Articles of Association do not need to be approved by the shareholders' meeting.
Article 55 Any matters in relation to the provision of guarantee in favour of third parties by the Company shall be approved by the board of directors. The following matters relating to the provision of guarantee shall be submitted to the shareholders' general meetings for examination and approval after the same have been considered by the board of directors: (1) Any guarantee to be provided by the Company and its controlling subsidiaries, with the total amount of the guarantee provided in favour of third parties that exceeds 50% of the most recent audited net assets;	Article 55 Any matters in relation to the provision of guarantee in favour of third parties by the Company shall be approved by the board of directors. The following matters relating to the provision of guarantee shall be submitted to the shareholders' general meetings for examination and approval after the same have been considered by the board of directors: (1) Any guarantee to be provided by the Company and its controlling subsidiaries, with the total amount of the guarantee provided in favour of third parties that exceeds 50% percent of the most recent audited net assets;

Existing Articles of the Articles of Association	Amended Articles (Note: if no markup is shown, it means that no amendment has been made)
	or other decision making authority with the legal person seal affixed thereon. The letter of authorization shall specify its date of issue.
Article 73 In the event that the Company's board of directors, independent directors, shareholders who have satisfied certain conditions (which are determined based on such standards as promulgated from time to time by the relevant competent authorities) or investor protection institutions established in accordance with laws and regulations publicly request the shareholders to entrust them to exercise the proposal rights, voting rights and other shareholders' rights on their behalf, the solicitor shall disclose the soliciting announcement and relevant soliciting documents in accordance with the laws and regulations, and the Company shall cooperate. Consideration or de facto consideration for soliciting the shareholders' rights publicly is prohibited. Any person who publicly solicits the shareholders of the Company to entrust him/her to exercise the proposal right, voting right and other shareholders' rights on their behalf shall also comply with other provisions stipulated by the relevant competent authorities and the stock exchanges on which the shares of the Company are listed and traded.	Article 73 In the event that the The Company's board of directors, independent directors, shareholders who have satisfied certain conditions (which are determined based on such standards as promulgated from time to time by the relevant competent authorities) hold 1 percent or more of shares with voting rights or investor protection institutions established in accordance with laws and regulations may solicit voting rights from shareholders publicly. Information including the specific voting intention shall be fully disclosed to the shareholders from whom the voting rights are being solicited. Consideration or de facto consideration for soliciting shareholders' voting rights is prohibited. Except for statutory conditions, the Company shall not impose any minimum shareholding limitation for soliciting voting rights. publicly request the shareholders to entrust them to exercise the proposal rights, voting rights and other shareholders' rights on their behalf, the solicitor shall disclose the soliciting announcement and relevant soliciting documents in accordance with the laws and regulations, and the Company shall cooperate. Consideration or de facto consideration for soliciting the shareholders' rights publicly is prohibited. Any person who publicly solicits the shareholders of the Company to entrust him/her to exercise the proposal right, voting right and other shareholders' rights on their behalf shall also comply with other provisions stipulated by the relevant competent authorities and the stock exchanges on which the shares of the Company are listed and traded.
Article 74 The Chairman of the board of directors shall preside over and chair every shareholders' general meeting. If the Chairman is unable to or does not perform his/her duties, the vice-chairman of the	Article 74 The Chairman of the board of directors shall preside over and chair every shareholders' general meeting. If the Chairman is unable to or does not perform his/her duties, the vice-chairman of the

Existing Articles of the Articles of Association	Amended Articles (Note: if no markup is shown, it means that no amendment has been made)
	proceed, a person may, subject to the consent of more than half of the number of shareholders with voting rights attending the meeting at the scene, be elected at the shareholders' general meeting to act as the chairman of the shareholders' general meeting such that the meeting may be continued.
Article 77 The convener shall ensure that the shareholders' general meeting is held continuously until a final resolution is formed. If the shareholders' general meeting is suspended or no resolution can be made due to force majeure and other special reasons, necessary measures shall be taken to resume the shareholders' general meeting as soon as possible or to terminate this shareholders' general meeting directly, and an announcement shall be made promptly. At the same time, the convener shall report to the local office of securities regulatory authority of the State Council and the stock exchange in the locality of the Company.	Article 77 The convener shall ensure that the shareholders' general meeting is held continuously until a final resolution is formed. If the shareholders' general meeting is suspended or no resolution can be made due to force majeure and other special reasons, necessary measures shall be taken to resume the shareholders' general meeting as soon as possible or to terminate this shareholders' general meeting directly, and an announcement shall be made promptly. At the same time, the convener shall report to the local office of securities regulatory authority of the State Council the CSRCand the stock exchange in the locality of the Company.
Article 79 A shareholder (including a proxy), when voting at a shareholders' general meeting, may exercise such voting rights as are attached to the number of voting shares which he represents. Except otherwise provided for election of directors in Article 101 and election of supervisors in Article 143 of these Articles of Association in connection with the adoption of the cumulative voting system, each share shall have one (1) vote. The shares held by the Company itself shall not be attached with voting rights. Those shares shall not be counted as the total number of voting shares held by shareholders attending the shareholders' general meetings. Where material issues affecting the interests of small and medium investors are being considered in the shareholders' general meeting, the votes by small and medium investors shall be counted separately. The separate counting results shall be disclosed to the public in a timely manner.	Article 79 A shareholder (including a proxy), when voting at a shareholders' general meeting, may exercise such voting rights as are attached to the number of voting shares which he represents. Except otherwise provided for the election of directors in laws, administrative regulations and the Article 101 and election of supervisors in Article 143 of these Articles of Association in connection with the adoption of the cumulative voting system, each share shall have one (1) vote. The shares held by the Company itself shall not be attached with voting rights. Those shares shall not be counted as the total number of voting shares held by shareholders attending the shareholders' general meetings. Where material issues affecting the interests of small and medium investors are being considered in the shareholders' general meeting, the votes by small and medium investors shall be counted separately. The separate counting results shall be disclosed to the public in a timely manner.

Existing Articles of the Articles of Association	Amended Articles (Note: if no markup is shown, it means that no amendment has been made)
	The shares held by the Company itself shall have no voting rights and shall not be counted towards the total number of voting shares attending the shareholders' meeting. If a shareholder buys voting shares of the Company in violation of the provisions of Article 63 (1) and (2) of the Securities Law, such shares in excess of the prescribed proportion are not entitled to exercise voting rights for a period of thirty-six (36) months after the purchase, and shall not be counted towards the total number of voting shares attending the shareholders' meeting.
Article 81 Unless the Company is in a crisis or other special circumstances, it shall not, without approval by a special resolution at a shareholders' general meeting, enter into a contract to handover all or material business management of the Company to a person other than a director, supervisor, president, vice president and other senior officer.	Article 81 Unless the Company is in a crisis or other special circumstances, it shall not, without approval by a special resolution at a shareholders' general meeting, enter into a contract to handover all or material business management of the Company to a person other than a director, supervisor, president, vice president and other or senior officer.
Article 85 Before voting takes place on a proposal at a shareholders' general meeting, two shareholders' representatives shall be elected to participate in vote counting and scrutinizing. In the event that a shareholder is related to the matter to be considered, the relevant shareholder and his/her proxy shall not participate in the vote counting and scrutinizing. When voting takes place on a proposal at a shareholders' general meeting, lawyers, representatives of shareholders and supervisors shall be jointly responsible for vote counting and scrutinizing, and shall announce the voting results on the spot. The voting results of resolutions shall be recorded in the minutes.	Article 85 Before voting takes place on a proposal at a shareholders' general meeting, two shareholders' representatives shall be elected to participate in vote counting and scrutinizing. In the event that a shareholder is related to the matter to be considered, the relevant shareholder and his/her proxy shall not participate in the vote counting and scrutinizing. When voting takes place on a proposal at a shareholders' general meeting, lawyers, and representatives of shareholders and supervisors shall be jointly responsible for vote counting and scrutinizing, and shall announce the voting results on the spot. The voting results of resolutions shall be recorded in the minutes.

Existing Articles of the Articles of Association	Amended Articles (Note: if no markup is shown, it means that no amendment has been made)
The shareholders of the Company or their proxies who cast votes by online voting or other means shall be entitled to check their respective voting results through corresponding voting systems.	The shareholders of the Company or their proxies who cast votes by online voting or other means shall be entitled to check their respective voting results through corresponding voting systems.
Article 87 A shareholder attending the shareholders' general meeting shall express its opinion of "for", "against" or "abstain" on the proposal submitted for voting. Where a shareholder is, under the applicable listing rules as amended from time to time, required to abstain from voting on any particular resolution or to vote only for or only against any particular resolution, any votes cast by or on behalf of such shareholder in contravention of such requirement or restriction shall not be counted. Votes that are not filled in, incorrectly filled in, or not legible, or votes that are not cast are considered to be abstention by the voter, and the result of the vote on the number of shares held by such voter shall be counted as "abstained".	Article 87 A shareholder attending the shareholders' general meeting shall express its opinion of "for", "against" or "abstain" on the proposal submitted for voting, except that securities registration and settlement institutions, being the nominal holders of shares that can be traded through the mutual stock market access between the Mainland and Hong Kong, may make declarations according to the intention of actual holders. Where a shareholder is, under the applicable listing rules as amended from time to time, required to abstain from voting on any particular resolution or to vote only for or only against any particular resolution, any votes cast by or on behalf of such shareholder in contravention of such requirement or restriction shall not be counted. Votes that are not filled in, incorrectly filled in, or not legible, or votes that are not cast are considered to be abstention by the voter, and the result of the vote on the number of shares held by such voter shall be counted as "abstained".
Article 88 Any vote of shareholders at a shareholders' general meeting must be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.	Article 88 Any vote of shareholders at a shareholders' general meeting must be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.
Article 89 The following matters shall be resolved by an ordinary resolution at a shareholders' general meeting: (1) work reports of the board of directors and the supervisory committee;	Article 88 The following matters shall be resolved by an ordinary resolution at a shareholders' general meeting: (1) work reports of the board of directors and the supervisory committee;

Existing Articles of the Articles of Association	Amended Articles (Note: if no markup is shown, it means that no amendment has been made)
administrative regulations or the Articles of Association, and as considered by the shareholders at a shareholders' general meeting, and resolved by way of an ordinary resolution, which is of a nature which may have a material impact on the Company and should be adopted by special resolution.	(76) any other matter as provided for by the laws, administrative regulations or the Articles of Association, and as considered determined by the shareholders at a shareholders' general meeting, and resolved by way of an ordinary resolution, which is to of a nature which may have a material impact on the Company and should be adopted by special resolution.
Article 93 If the chairman of the meeting has any doubt as to the result of a resolution which has been put to vote at a shareholders' meeting, he may have the votes counted. If the chairman of the meeting has not counted the votes, any shareholder who is attending in person or by proxy and who objects to the result announced by the chairman of the meeting may, immediately after the declaration of the result, demand that the votes be counted and the chairman of the meeting shall have the votes counted immediately.	Article 92 If the chairman of the meeting has any doubt as to the result of a resolution which has been put to vote at a shareholders' meeting, he/she may have the votes counted organize a vote count. If the chairman of the meeting has not counted the votes, any shareholder who is attending in person or by proxy and who objects to the result announced by the chairman of the meeting may, immediately after the declaration of the result, demand that the votes be counted and the chairman of the meeting shall have the votes counted immediately.
Article 94 If votes are counted at a shareholders' general meeting, the result of the count shall be recorded in the minute book. The convenor shall ensure that the particulars included in the record of the meeting are true, accurate and complete. The Company secretary shall make the record of the shareholders' general meeting, which shall be signed by the person presiding the meeting (chairman of the meeting), directors, supervisors, board secretary and convenor attending the meeting or their representatives. Resolutions adopted by a shareholders' general meeting shall be included in the record of the meeting. The record of the meeting shall be in Chinese. Such record, shareholders' attendance lists and proxy forms shall be kept at the Company's place of residence for a period of not less than 10 years.	Article 93 If votes are counted at a shareholders' general meeting, the result of the count shall be recorded in the minute book. The convenor shall ensure that the particulars included in the record of the meeting are true, accurate and complete. The Company secretary shall make the record of the shareholders' general meeting, which shall be signed by t The directors, secretary to the board, convenor or their representatives and the chairman of the meeting person presiding who have attended or observed the meeting (chairman of the meeting), directors, supervisors, board secretary and convenor attending the meeting or their representatives shall sign the record of the meeting. Resolutions adopted by a shareholders' general meeting shall be included in the record of the meeting. The record of the meeting shall be in

Existing Articles of the Articles of Association	Amended Articles (Note: if no markup is shown, it means that no amendment has been made)
	Chinese. Such record, shall be kept together with the shareholders' attendance lists of shareholders attending the meeting, and proxy forms as well as valid information on the results of voting online or by other means (if any) shall be kept at the Company's place of residence for a period of not less than 10 years.
Article 95 Copies of the minutes of proceedings of any shareholders' meeting shall, during business hours of the Company, be open for inspection by any shareholder without charge. If a shareholder requests for a copy of such minutes from the Company, the Company shall send a copy of such minutes to him within seven (7) days after receipt of reasonable fees therefor.	Article 94 For any resolutions on the distribution of cash or share dividends or conversion of capital reserve into share capital adopted at the shareholders' meeting, the specific proposal shall be implemented by the Company within two (2) months after the conclusion of the shareholders' meeting. Copies of the minutes of proceedings of any shareholders' meeting shall, during business hours of the Company, be open for inspection by any shareholder without charge. If a shareholder requests for a copy of such minutes from the Company, the Company shall send a copy of such minutes to him within seven (7) days after receipt of reasonable fees therefor.
CHAPTER 9 THE PARTY COMMITTEE	CHAPTER 9 THE PARTY COMMITTEE
Article 96 According to the requirements of the Constitution of the Communist Party of China and subject to the approval by upper Party organization, the Company shall establish the Chinese Communist Party Committee of Air China Limited. The Party Committee is comprised of one secretary and several other members, and shall establish the Commission for Discipline Inspection of the Party in accordance with the requirements.	Article 95 According to the requirements of the Constitution of the Communist Party of China and subject to the approval by upper Party organization, the Company shall establish the Chinese Communist Party Committee of Air China Limited. The Party Committee is comprised of one secretary and several other members, and. The Company shall establish the Commission for Discipline Inspection of the Party discipline inspection and supervision bodies in accordance with the requirements.
Article 97 The Party Committee of the Company shall play a leading role, set the right direction, keep in mind the big picture, ensure the implementation of Party policies and principles, discuss and decide on major issues of the Company in accordance with the regulations. Decisions relating to major	Article 96 The Party Committee of the Company shall play a leading role, set the right direction, keep in mind the big picture, ensure the implementation of Party policies and principles, discuss and decide on major issues of the Company in accordance with the regulations. The list of major operation and

CIRCULAR FOR THE 2024 ANNUAL GENERAL MEETING

I. INTRODUCTION

II. CONTINUING CONNECTED TRANSACTIONS

1. The CNACG Transactions

(1) Parties and the Relationship between the Parties

(2) Description of the CNACG Transactions

(3) Pricing Policies for the CNACG Transactions

• Ground support services and other services:

(4) The Term of the CNACG Framework Agreement

(5) Reasons for and Benefits of the CNACG Transactions

(6) Historical Amounts and Existing Annual Caps

(7) Proposed Annual Caps and Basis of Determination

(8) Internal Control Procedures

(9) Hong Kong Listing Rules Implications

(10) Shanghai Listing Rules Implications

2. The Cathay Transactions

(1) Background and Particulars

(2) Pricing terms and policies

(3) The annual caps

(4) Reasons for, and benefits of, entering into the New Framework Agreement

(5) Hong Kong Listing Rules Implications

(6) Shanghai Listing Rules Implications

(7) Internal controls

III. PROPOSED CHANGE OF AUDITORS

IV. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND THE ABOLISHMENT OF THE SUPERVISORY COMMITTEE

V. PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES OF SHAREHOLDERS' MEETINGS AND THE RULES AND PROCEDURES OF MEETINGS OF THE BOARD

VI. DETAILS OF OTHER RESOLUTIONS

(I) Resolution on the 2024 work report of the Board

(II) Resolution on the 2024 work report of the Supervisory Committee

(III) Resolution on the financial reports for the year 2024

(IV) Resolution on the profit distribution proposal for the year 2024

(V) Resolution on the unrecovered losses of the Company exceeding one-third of the total amount of its paid-up share capital

(VI) Resolution on the grant of general mandate to the Board to issue debt financing instruments

1. Plan of the issuance

2. Major Terms of the issuance

VII. AGM

VIII. RECOMMENDATION

IX. ADDITIONAL INFORMATION

CONTINUING CONNECTED TRANSACTIONS

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

OUR INDEPENDENCE

BASIS OF OUR OPINION

PRINCIPAL FACTORS AND REASONS CONSIDERED

1. Background Information of the Parties

Information on the Company and Group

Information on CNACG

2. Overview of Aviation Industry

3. Reasons for and benefits of the Non-exempt Transactions

4. Principal Terms of the Non-exempt Transactions under the CNACG Framework Agreement

Interest Rate for Aircraft Finance Lease

Review of Sample Transactions Documents for Aircraft Finance Lease and Aviation Equipment Operating Lease between the CNACG Group and the Group under the CNACG Framework Agreement

5. Proposed Annual Caps

Historical transaction figures and Historical Annual Caps

Proposed Annual Caps

Aircraft Finance Lease and Aircraft Operating Lease

Aviation Equipment Operating Leases

Buffer

6. Internal Control

RECOMMENDATION

BaoQiao Partners Capital Limited Irene Poon

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF INTERESTS OF DIRECTORS AND SUPERVISORS

3. DISCLOSURE OF INTERESTS OF SUBSTANTIAL SHAREHOLDERS

4. SERVICE CONTRACTS OF DIRECTORS AND SUPERVISORS

5. DIRECTORS' AND SUPERVISORS' EMPLOYMENT WITH SUBSTANTIAL SHAREHOLDERS

Directors

Supervisor

6. NO MATERIAL ADVERSE CHANGE

7. LITIGATION

8. EXPERT

9. MISCELLANEOUS

10. DOCUMENTS ON DISPLAY

2024 WORK REPORT OF THE BOARD OF AIR CHINA

II. ACCELERATED THE ESTABLISHMENT OF A SCIENTIFIC, RATIONAL AND EFFICIENT BOARD TO LEAD AND SUPPORT THE HIGH-QUALITY DEVELOPMENT.

III. STRENGTHENED THE MAIN FUNCTION OF THE BOARD IN DECISION-MAKING ON OPERATION, AND GAVE FULL PLAY TO ITS ROLE IN FORMULATING STRATEGIES, DECISION-MAKING AND RISK PREVENTION.

AIR CHINA LIMITED

I. PERFORM THE SUPERVISORY AND INSPECTION DUTIES OF THE SUPERVISORY COMMITTEE

II. FOCUS ON LEGAL COMPLIANCE AND IMPROVE THE QUALITY OF DECISION- MAKING AND SUPERVISION

III. EXPRESS SPECIAL OPINIONS BASED ON THE INDEPENDENCE PRINCIPLE

Existing Articles of the Articles of Association	Amended Articles (Note: if no markup is shown, it means that no amendment has been made)
committee to discharge its supervisory and disciplining responsibilities as well as exercise strict administrative discipline and political rules and promote Party self- governance exercised fully and with right into the grassroots level; (6) to strengthen the building of primary- level Party organizations and of its contingent of Party members, unite and lead employees to devote themselves into the reform and development of the Company; (7) to lead the Company's ideological and political work, the spirit and civilization progress, the United Front work and lead the mass organizations such as the Labour Union, the Communist Youth League and the Women's Organization of the Company.	(5) to undertake the main responsibility in improving Party conduct and upholding integrity, lead and support the internal discipline inspection committee to discharge its supervisory and disciplining responsibilities support and cooperate with the work of the discipline inspection and supervision bodies as well as exercise strict administrative discipline and political rules and promote Party self-governance exercised fully and with right into the grassroots level; (6) to strengthen the building of primary- level Party organizations and of its contingent of Party members, unite and lead employees to devote themselves into the reform and development of the Company; (7) to lead the Company's ideological and political work, the spirit and civilization progress, the United Front work and lead the mass organizations such as the Labour Union, the Communist Youth League and the Women's Organization of the Company.; (8) to discuss and decide on other material matters within the scope of duties of the Party Committee.
CHAPTER 10 BOARD OF DIRECTORS	CHAPTER 10 BOARD OF DIRECTORS
Article 99 The Company shall have a board of directors. The board of directors shall consist of 7 to 13 directors, at least half of which shall be outside directors (those who do not assume any position within the Company), and of which at least 1/3 of the overall directors shall be independent directors. At least one independent director shall have appropriate professional qualification, or expertise in accounting or related financial management; the board of directors shall have one (1) employee representative director.	Article 98 The Company shall have a board of directors. The board of directors shall consist of 7 to 13 directors, at least half of which shall be outside directors (those who do not assume any position within the Company), and of which at least 1/3 of the overall directors shall be independent directors. At least one independent director shall have appropriate professional qualification prescribed by the securities regulatory authority and the listing rules of securities, or expertise in accounting or related financial management; the board of directors shall have one (1) employee representative director.

Existing Articles of the Articles of Association	Amended Articles (Note: if no markup is shown, it means that no amendment has been made)
directors shall, within the scope of authority as conferred by the shareholders' general meeting, have the right to decide on an investment (including risk investment) or acquisition project. For any major investment or acquisition project which is beyond the limits of authority of the board of directors to examine and approve thereof, the board of directors shall organize the relevant experts and professionals to conduct an evaluation thereof and report the same to the shareholders' general meeting for approval.	board of directors shall, within the scope of authority as conferred by the shareholders' general meeting, have the right to decide on an investment (including risk investment) or acquisition project. For any major investment or acquisition project which is beyond the limits of authority of the board of directors to examine and approve thereof, the board of directors shall organize the relevant experts and professionals to conduct an evaluation thereof and report the same to the shareholders' general meeting for approval.
Article 109 The board of directors may establish the strategy and investment committee, the audit and risk management committee (the supervision committee), the nomination committee, the remuneration and appraisal committee, the aviation safety committee and other special committees. The members' composition, duties and responsibilities, and procedures of each special committee of the board of directors are specifically determined according to the terms of reference of each special committee, which are drawn up by the board of directors.	Article 109 The board of directors may establish the strategy and investment committee, the audit and risk management committee (the supervision committee), the nomination committee, the remuneration and appraisal committee, the aviation safety committee and other special committees. The members' composition, duties and responsibilities, and procedures of each special committee of the board of directors are specifically determined according to the terms of reference of each special committee, which are drawn up by the board of directors.
Article 110 The Chairman of the board of directors shall exercise the following powers: (1) to preside over shareholders' general meetings and to convene and preside over meetings of the board of directors; (2) to check on the implementation of resolutions passed by the board of directors at directors' meetings; (3) to sign the securities certificates issued by the Company;	Article 108 The Chairman of the board of directors shall exercise the following powers: (1) to preside over shareholders' general meetings and to convene and preside over meetings of the board of directors; (2) to convey the spirit of the Central Committee and state-owned assets supervision policies to the board of directors, and to inform the board of the tasks requiring the board's advancement and implementation as well as the issues requiring rectification as identified in relevant supervision and inspection; (23) to oversee andcheck on the implementation of resolutions passed by the board of directors at directors' meetings;

Existing Articles of the Articles of Association	Amended Articles (Note: if no markup is shown, it means that no amendment has been made)
	fail to perform his/her duties, a director jointly elected by more than half of the number of Directors shall perform the said duties.
Article 114 A board of directors meeting shall only be convened if a majority of the number of the board members are attending (including any directors appointed pursuant to Article 115 of these Articles of Association to attend the meeting as the representatives of other directors). Each director has one vote. Any resolution requires the affirmative votes of more than half of all the board of directors in order to be passed.	Article 112 A board of directors meeting shall only be convened if a majority of the number of the board members are attending (including any directors appointed pursuant to Article 1153of these Articles of Association to attend the meeting as the representatives of other directors). Each director has one vote. Any resolution requires the affirmative votes of more than half of all the board of directors in order to be passed, unless otherwise specified in Article 104.
Article 120 A director may resign prior to the expiration of his term of office. If a director resigns from his office, he shall submit a written report of his resignation to the board of directors. Independent directors shall provide an explanation on the circumstances which are relevant to his resignation and which in his opinion are necessary to bring to the attention of the shareholders and creditors of the Company. If the resignation of a director will result in the board of directors of the Company having less than the statutory minimum number of directors, then such director's report of resignation shall only become effective after a new independent director has been appointed to fill the vacancy so caused by his resignation. The Company shall convene an ad hoc meeting or employee representative meeting as soon as possible to elect a director to fill up the vacancy arising from the resignation of the director. Before a decision is made at the shareholders' general meeting or the employee representative meeting regarding the election of the director, the functions and powers of the resigning director and the remaining board of director shall be restricted to a reasonable extent. If the resignation of an independent director will	Article 118 A director may resign prior to the expiration of his term of office. If a director resigns from his office, he shall submit a written report of his resignation to the board of directors, which will be effective from the date of receipt of the resignation report by the Company. The board of directors shall disclose such matter within two (2) days. Independent directors shall provide an explanation on the circumstances which are relevant to his resignation and which in his opinion are necessary to bring to the attention of the shareholders and creditors of the Company. If the resignation of a director will result in the number of board of directors of the Company having less than falling below the statutory minimum number of directors, then such director shall perform his/her duties as a director in accordance with laws, administrative regulations, departmental rules and the Articles of Association before a new director is elected to take office's report of resignation shall only become effective after a new independent director has been appointed to fill the vacancy so caused by his resignation. The Company shall convene an ad hoc meeting or employee representative meeting as soon as possible to elect a director to fill up the vacancy arising from the resignation of the director. Before a decision is made at the

Existing Articles of the Articles of Association	Amended Articles (Note: if no markup is shown, it means that no amendment has been made)
result in the board of directors of the Company or its special committees having less than the minimum required proportion of independent directors as required by the relevant laws and regulations or the Articles of Association or result in lack of accounting professionals among the independent directors, then such independent director's report of resignation shall only become effective after a new independent director has been appointed to fill the vacancy so caused by his resignation. Other than conditions aforementioned, the resignation of director shall be effective upon the delivery of its resignation report to the board of directors.	shareholders' general meeting or the employee representative meeting regarding the election of the director, the functions and powers of the resigning director and the remaining board of director shall be restricted to a reasonable extent. If the resignation of an independent director will result in the board of directors of the Company or its the special committees having less than the minimum required proportion of independent directors as required by the relevant laws, and administrative regulations, other regulatory documents, or the Articles of Association or relevant rules of the special committees or result in lack of accounting professionals among the independent directors, then such independent director's report of resignation shall only become effective after a new independent director has been appointed to fill the vacancy so caused by his resignation shall continue to fulfil the relevant duties. Other than conditions aforementioned, the resignation of director shall be effective upon the delivery of its resignation report to the board of directors.
CHAPTER 11 INDEPENDENT DIRECTORS	CHAPTER 11 INDEPENDENT DIRECTORS
Article 121 Candidates for the independent directors shall be nominated by the board of directors, supervisory committee or shareholder(s) holding, whether alone or together, one percent (1%) or more of the total amount of voting shares in the Company and elected at shareholders' general meeting. The investor protection institution established according to laws may publicly request the shareholders to entrust it to exercise the right to nominate independent directors on their behalf.	Article 119 Candidates for the independent directors shall be nominated by the board of directors, supervisory committee audit and risk management committee (the supervision committee) or shareholder(s) holding, whether alone or together, one percent (1% percent) or more of the total amount of voting shares in the Company and elected at shareholders' general meeting. The investor protection institution established according to laws may publicly request the shareholders to entrust it to exercise the right to nominate independent directors on their behalf.

Existing Articles of the Articles of Association	Amended Articles (Note: if no markup is shown, it means that no amendment has been made)
	CHAPTER 12: SPECIAL COMMITTEES OF THE BOARD OF DIRECTORS
	Article 129 The board of directors of the Company shall establish the audit and risk management committee (the supervision committee), the strategy and investment committee, the nomination committee, the remuneration and appraisal committee, the aviation safety committee and other special committees, which shall perform their duties in accordance with these Articles of Association and the authorization of the board of directors. The resolutions of the special committees shall be submitted to the board of directors for deliberation and decision. The working rules of the special committees shall be formulated by the board of directors.
	Article 130 The audit and risk management committee (the supervision committee) shall be composed of three to five members, who shall be directors who do not hold senior officer positions in the Company, of whom more than half shall be independent directors, with accounting professionals among the independent directors serving as the convenor; the strategy and investment committee shall be composed of three to seven directors, with the chairman of the board of directors or his/her designated committee member serving as the convenor; the nomination committee shall be composed of three to seven directors, of whom a majority shall be independent directors, with the chairman of the board of directors serving as the convenor; the remuneration and appraisal committee shall be composed of three to seven directors, of whom a majority shall be independent directors, with the independent directors serving as the convenor; and the aviation safety committee shall be composed of

Existing Articles of the Articles of Association	Amended Articles (Note: if no markup is shown, it means that no amendment has been made)
	three members, with the convenor being elected by the members of the aviation safety committee.
	Article 131 The audit and risk management committee (the supervision committee) under the board of directors shall exercise the powers and functions of the supervisory committee as stipulated in the Company Law.
	Article 132 The audit and risk management committee (the supervision committee) shall be responsible for reviewing the Company's financial information and its disclosure, supervising and evaluating the internal and external auditing work and internal control. The following matters shall be submitted to the board of directors for deliberation with the approval of more than half of all members of the audit and risk management committee (the supervision committee): (1) disclosure of financial information and internal control evaluation reports in financial accounting reports and periodic reports; (2) appointment or dismissal of an accounting firm that undertakes the audit business of the Company; (3) appointment or dismissal of the Company's financial controller; (4) changes in accounting policies, accounting estimates or corrections of major accounting errors due to reasons other than changes in accounting standards; (5) other matters stipulated by laws, administrative regulations, provisions of the CSRC and these Articles of Association.

Existing Articles of the Articles of Association	Amended Articles (Note: if no markup is shown, it means that no amendment has been made)
	Article 137 The aviation safety committee shall be responsible for supervising the management of aviation safety of the Company, providing support to the board of directors in making decisions on aviation safety, and making recommendations to the board of directors on the following matters: (1) analysis of the Company's security situation; (2) major problems in the Company's aviation safety work; (3) other matters authorized by the board of directors of the Company.
	Article 138 Where the relevant competent department of the State Council makes other provisions regarding special committees, such provisions shall prevail.
CHAPTER 12: SECRETARY OF THE BOARD OF DIRECTORS	CHAPTER 123: SECRETARY OF THE BOARD OF DIRECTORS
Article 130 The Company shall have one (1) secretary of the board of directors. The secretary shall be a senior officer of the Company. The board of directors shall establish a secretariat of the board of directors.	Article 139 The Company shall have one (1) secretary of the board of directors. The secretary shall be a senior officer of the Company and be present at the shareholders' meetings, the board of directors' meetings, the president's office meetings and other important decision-making meetings of the Company as well as the special committee meetings of the board of directors. When the party committee studies and discusses major operation and management matters, the secretary of the board of directors shall attend. The board of directors shall establish the office of the board of directors as the administrative organization of the board of directors, a secretariat of the board of directors which shall be headed by the secretary of the board of directors.

Existing Articles of the Articles of Association	Amended Articles (Note: if no markup is shown, it means that no amendment has been made)
	(1) the conditions and procedures for the convening of the president's meeting and the persons participating in it; (2) the use of funds and assets of the Company, the authority to sign major contracts, and the reporting system to the board of directors; (3) other matters deemed necessary by the board of directors.
Article 137 The president shall attend meetings of the board of directors. The president who is not a director shall not have the right to vote at board meetings.	Article 147 The president shall attend meetings of the board of directors. If the matters deliberated by the board of directors involve legal issues, the general legal counsel shall attend and give legal opinions. The president who is not a director shall not have the right to vote at board meetings.
	Article 148 If the senior officers, in performing their duties for the Company, cause damage to others, the Company shall bear the liability for compensation; the senior officers shall also bear the liability for compensation if there is any willfulness or gross negligence on their part. Senior officers who violate laws, administrative regulations, departmental rules or the provisions of these Articles of Association in the course of performing their duties for the Company and cause damage to the Company shall be liable for compensation.
Article 138 In performing their duties and powers, the president, vice presidents, chief accountant, chief pilot, general legal counsel and other senior officers shall act honestly and diligently in accordance with laws, regulations, other regulatory documents and the Articles of Association.	Article 149 Senior officers of the Company shall faithfully perform their duties and safeguard the best interests of the Company and all shareholders. Senior officers of the Company who fail to perform their duties faithfully or violate their obligations of good faith and cause damage to the interests of the Company and public shareholders shall be liable for compensation in accordance with laws. In performing their duties and powers, the president, vice presidents, chief accountant, chief pilot, general legal counsel and other senior

Existing Articles of the Articles of Association	Amended Articles (Note: if no markup is shown, it means that no amendment has been made)
	officers shall act honestly and diligently in accordance with laws, regulations, other regulatory documents and the Articles of Association.
CHAPTER 14: SUPERVISORY COMMITTEE	CHAPTER 14: SUPERVISORY COMMITTEE
Article 139 The Company shall have a supervisory committee. The supervisory committee is a permanent supervisory body of the Company responsible for supervising the board of directors and its members, the president, vice presidents, chief financial officer and other senior officers of the Company to prevent them from abusing their powers and infringing the legal rights and interests of the shareholders, the Company and its employees.	Article 139 The Company shall have a supervisory committee. The supervisory committee is a permanent supervisory body of the Company responsible for supervising the board of directors and its members, the president, vice presidents, chief financial officer and other senior officers of the Company to prevent them from abusing their powers and infringing the legal rights and interests of the shareholders, the Company and its employees.
Article 140 The supervisory committee shall compose of five (5) supervisors. The number of outside supervisor (hereinafter meaning supervisors who do not hold office in the Company) shall account for one half or more of the total number of supervisory committee members. The number of supervisors representing employees shall not be less than one-third (1/3) of the total number of supervisors. The supervisory committee shall have one (1) chairman who shall be elected by more than half of the number of supervisors. Each supervisor shall serve for a term of 3 years, which term is renewable upon reelection and re-appointment. The chairman of the supervisory committee shall organise the implementation of the duties of the supervisory committee.	Article 140 The supervisory committee shall compose of five (5) supervisors. The number of outside supervisor (hereinafter meaning supervisors who do not hold office in the Company) shall account for one half or more of the total number of supervisory committee members. The number of supervisors representing employees shall not be less than one-third (1/3) of the total number of supervisors. The supervisory committee shall have one (1) chairman who shall be elected by more than half of the number of supervisors. Each supervisor shall serve for a term of 3 years, which term is renewable upon reelection and re-appointment. The chairman of the supervisory committee shall organise the implementation of the duties of the supervisory committee.
Article 141 The supervisory committee shall include three (3) supervisors who shall represent the shareholders (all of whom are outside supervisors) and two (2) supervisors who shall represent the employees. Supervisors who represent the shareholders shall be elected or removed by the shareholders in general meetings,	Article 141 The supervisory committee shall include three (3) supervisors who shall represent the shareholders (all of whom are outside supervisors) and two (2) supervisors who shall represent the employees. Supervisors who represent the shareholders shall be elected or removed by the shareholders in general meetings, and the

Existing Articles of the Articles of Association	Amended Articles (Note: if no markup is shown, it means that no amendment has been made)
and the supervisor who represents employees shall be elected or removed by the employees democratically. Where necessary, the supervisory committee may establish an office responsible for the day-to-day work of the supervisory committee.	supervisor who represents employees shall be elected or removed by the employees democratically. Where necessary, the supervisory committee may establish an office responsible for the day-to-day work of the supervisory committee.
Article 142 The list of candidates for supervisors representing shareholders shall be proposed in form of a motion to the shareholders' general meeting for resolution. Candidates for supervisors representing employees shall be nominated by the board of directors, supervisory committee or by shareholder(s) holding, alone or together, more than three percent (3%) of the total amount of voting shares in the Company and shall be elected or removed at the shareholders' general meeting.	Article 142 The list of candidates for supervisors representing shareholders shall be proposed in form of a motion to the shareholders' general meeting for resolution. Candidates for supervisors representing employees shall be nominated by the board of directors, supervisory committee or by shareholder(s) holding, alone or together, more than three percent (3%) of the total amount of voting shares in the Company and shall be elected or removed at the shareholders' general meeting.
Article 143 The cumulative voting method shall be adopted for voting the resolution to elect supervisors (excluding supervisors acted by staff representatives) at the shareholders' general meeting of the Company. Namely, for the election of more than two supervisors at the shareholders' general meeting, each share held by the shareholders participating in the voting shall carry the voting right equal to the total number of supervisors to be elected. The shareholders can either cast all the votes to elect one person or cast the votes to elect several persons.	Article 143 The cumulative voting method shall be adopted for voting the resolution to elect supervisors (excluding supervisors acted by staff representatives) at the shareholders' general meeting of the Company. Namely, for the election of more than two supervisors at the shareholders' general meeting, each share held by the shareholders participating in the voting shall carry the voting right equal to the total number of supervisors to be elected. The shareholders can either cast all the votes to elect one person or cast the votes to elect several persons.
Article 144 The directors, president, vice presidents and other senior officer of the Company shall not act concurrently as supervisors.	Article 144 The directors, president, vice presidents and other senior officer of the Company shall not act concurrently as supervisors.
Article 145 The board of supervisors' meetings shall be convened at least once every 6 months. The chairman of the board of supervisors shall convene and chair the said meetings. Should the chairman of the board of supervisors be unable to perform his/her duties or fail to perform his/her duties, a supervisor jointly elected by more than half of the number of supervisors shall convene	Article 145 The board of supervisors' meetings shall be convened at least once every 6 months. The chairman of the board of supervisors shall convene and chair the said meetings. Should the chairman of the board of supervisors be unable to perform his/her duties or fail to perform his/her duties, a supervisor jointly elected by more than half of the number of supervisors shall convene and