CIRCULAR FOR THE EXTRAORDINARY GENERAL MEETING

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	Page
DEFINITIONS	1
LETTER FROM THE BOARD	4
I. Introduction	4
II. Proposed Issuance of A Shares to Specific Investors	5
III. EGM	28
IV. Recommendation of the Board	29
V. Additional Information	30
LETTER FROM THE INDEPENDENT BOARD COMMITTEE	31
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER	33
APPENDIX I - FEASIBILITY ANALYSIS REPORT ON THE USE OF PROCEEDS FROM THE ISSUANCE OF A SHARES TO SPECIFIC INVESTORS IN 2025	I-1
APPENDIX II - REPORT ON USE OF PROCEEDS FROM PREVIOUS FUND-RAISING ACTIVITIES	II-1
APPENDIX III - DILUTION OF THE COMPANY'S CURRENT RETURN BY THE ISSUANCE OF SHARES TO SPECIFIC INVESTORS IN 2025, THE REMEDIAL MEASURES AND THE UNDERTAKINGS MADE BY THE RELEVANT ENTITIES IN RESPECT OF SUCH MEASURES	III-1
APPENDIX IV - FUTURE PLAN FOR DIVIDEND RETURN TO THE SHAREHOLDERS FOR THE COMING THREE YEARS (2025-2027)	IV-1
APPENDIX V - GENERAL INFORMATION	V-1
NOTICE OF EXTRAORDINARY GENERAL MEETING	EGM-1

"Administrative Measures"	the Administrative Measures for the Issuance and Registration of Securities by Listed Companies 《( 上市公司證券發行註冊管理辦法》) issued by CSRC (the China Securities Regulatory Commission Decree, No. 206)
"Articles of Association"	the articles of association of the Company
"A Share(s)"	the ordinary shares issued by the Company with a par value of RMB1.00 each, which are listed on the Shanghai Stock Exchange
"A Shareholders"	holders of the A Shares
"associate(s)"	has the meaning ascribed to it under the Hong Kong Listing Rules
"Board"	the board of Directors of the Company
"Cathay Pacific"	Cathay Pacific Airways Limited
"CNACG"	China National Aviation Corporation (Group) Limited, a company incorporated under the laws of Hong Kong and a wholly-owned subsidiary of CNAHC and a substantial shareholder of the Company, which directly holds approximately 11.18% of the Company's issued share capital as at the Latest Practicable Date
"CNAC Holding"	China National Aviation Capital Holding Co., Ltd., a wholly-owned subsidiary of CNAHC
"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
"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
"CSRC"	China Securities Regulatory Commission

"Director(s)"	the director(s) of the Company
"EGM"	the extraordinary shareholders' meeting of the Company to be convened at 11:00 a.m. on Tuesday, 16 December 2025 at The Conference Room C713, No. 30, Tianzhu Road, Shunyi District, Beijing, the PRC for the Shareholders to consider and, if thought fit, approve the resolutions in respect of, among other things, the Issuance
"Group"	the Company and its subsidiaries from time to time
"H Share(s)	ordinary share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, which are listed on the Hong Kong Stock Exchange as primary listing venue and have been admitted into the Official List of the UK Listing Authority as secondary listing venue
"H Shareholders"	holders of the H Shares
"HK$"	Hong Kong 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
"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
"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 Issuance of A Shares to Specific Investors
"Independent Shareholders"	the shareholders of the Company, other than CNAHC and its associates
"Issuance of A Shares to Specific Investors", "Issuance of Shares to Specific Investors", "Issuance of A Shares" or "Issuance"	the Company's issuance of A Shares to CNAHC and CNAC Holding by way of issuance of shares to specific investors

"Issue Price"	the issue price of the Issuance, being RMB6.57 per Share
"Latest Practicable Date"	25 November 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
"RMB"	Renminbi, the lawful currency of the PRC
"SASAC of the State Council"	the State Asset Supervision and Administration Commission of the State Council of the PRC
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Shanghai Listing Rules"	the Rules Governing the Listing of Stocks on Shanghai Stock Exchange
"Shanghai Stock Exchange" or "SSE"	the Shanghai Stock Exchange
"Share(s)"	shares of the Company
"Shareholder(s)"	holder(s) of the shares of the Company
"Subscription Agreement"	the conditional A share subscription agreement dated 30 October 2025 entered into among the Company, CNAHC and CNAC Holding in respect of the Issuance of A Shares to Specific Investors, pursuant to which, the Company agreed to issue, and CNAHC and CNAC Holding agreed to subscribe for new A Shares in the amount of not more than RMB20.00 billion at the Issue Price
"substantial shareholder(s)"	has the meaning ascribed thereto under the Hong Kong Listing Rules
"Trading Day"	a day on which the Shanghai Stock Exchange is open for dealing or trading in securities
"%"	per cent

(3)	Subscribers and method of subscription:			The subscribers under the Issuance of A Shares to Specific Investors are CNAHC and CNAC Holding. CNAHC and CNAC Holding intend to subscribe in cash for all the A Shares to be issued by the Company under the Issuance. Among which, CNAHC intends to subscribe for no less than RMB5 billion and CNAC Holding intends to subscribe for no more than RMB15 billion.
				As at the Latest Practicable Date, since CNAHC is the controlling shareholder of the Company and CNAC Holding is a wholly owned subsidiary of CNAHC, CNAHC and CNAC Holding are connected persons of the Company and the Issuance of A Shares to Specific Investors will constitute a connected transaction of the Company under Chapter 14A of the Hong Kong Listing Rules. The Company shall comply with relevant regulatory rules, as well as the respective transaction approval and disclosure procedures.
(4)	Issue Price method:	and	pricing	The pricing benchmark date (the "Pricing Benchmark Date") for the Issuance of A Shares to Specific Investors shall be the date on which the resolution(s) of the ninth meeting of the seventh session of the Board was announced, being 31 October 2025.
				The price for the Issuance of A Shares to Specific Investors is RMB6.57 per Share, which is not lower than the higher of 80% of the average trading price of A Shares over the 20 Trading Days prior to the Pricing Benchmark Date (Note 1) and the Company's audited net assets per share attributable to ordinary shareholders of the parent company (Note 2) as at the end of the most recent period (calculation is rounded to two decimal places according to the "round up method").

		The above pricing principle of the Issue Price was determined mainly based on the requirements of the Administrative Measures.
		For illustrative purpose, the Issue Price (i.e. RMB6.57 per Share) represents:

		Considering that (i) the Issue Price is determined under the pricing principle in compliance with relevant regulatory requirements of the CSRC; (ii) the discount of the Issue Price to the average trading price of A Shares over the 20 Trading Days immediately prior to the Pricing Benchmark Date is less than 20%; (iii) the Issue Price represents a premium over the net asset value per share as at the end of the most recent period; (iv) the theoretical dilution effect (as defined under Rule 7.27B of the Hong Kong Listing Rules) of the Issuance is approximately -2.22%, and the cumulative theoretical dilution effect of the Issuance and the 2024 Issuance of A Shares is approximately -1.90%; and (v) the recent trading prices of the A Shares, the Board is of the view that the Issue Price is fair and reasonable.
		The net price to be received by the Company for each new A Share to be issued will be determined and disclosed in accordance with the requirements of the Hong Kong Listing Rules upon completion of the Issuance of A Shares to Specific Investors and after the relevant expenses incurred or to be incurred in relation to the Issuance of A Shares to Specific Investors have been ascertained.
		In the event that the Company distributes dividend, issues bonus shares, converts capital reserve into share capital or carries out any other ex-right or ex-dividend activities between the announcement date of the Board resolution for the Issuance and the issuance date, the Issue Price will be adjusted accordingly. The adjustment formula is as follows:

		whereas P₀ represents the Issue Price before adjustment, N represents the number of bonus shares or capital reserve conversion per share, D represents dividend per share and P₁ represents the adjusted Issue Price.
		As at the Latest Practicable Date, the Company has no plan to distribute dividend, issue bonus shares, convert capital reserve into share capital or carry out any other ex-right or ex-dividend activities between the announcement date of the Board resolution for the Issuance and the issuance date.
(5)	Number of issuance:	The number of Shares to be issued under the Issuance of A Shares to Specific Investors shall be no more than 3,044,140,030 (inclusive), which shall not exceed 30% of the total share capital of the Company prior to the Issuance.

		In the event that the Company distributes dividend, issues bonus shares, converts capital reserve into share capital or carries out any other ex-right or ex-dividend activities leading to changes in the Issue Price between the announcement date of the Board resolution for the Issuance of A Shares and the issuance date, the number of Shares to be issued under the Issuance of A Shares to Specific Investors will be adjusted accordingly. The number of A Shares to be issued to the specific investors shall be subject to the final consent of the CSRC for registration.
		If the proposed amount of proceeds or the number of shares to be issued under the Issuance is adjusted due to changes in regulatory policies or due to requirements of the issuance review or registration documents, the number of shares to be issued under the Issuance shall be adjusted accordingly. In such cases, the Board is authorized by the Shareholders' meeting to determine the final number of shares to be issued in consultation with the sponsor (the lead underwriter) based on the actual circumstances.
		The Company will announce such adjustment to the number of new A Shares to be issued under the Issuance of A Shares to Specific Investors in a timely manner, and will continue to strictly maintain the minimum public float in compliance with the Hong Kong Listing Rules and the consent granted by the Hong Kong Stock Exchange (being 24.20%).
(6)	Lock-up arrangement:	Upon the completion of the Issuance of Shares to Specific Investors, the shares acquired by the subscribers, CNAHC and CNAC Holding, through the Issuance shall not be transferred for a period of 18 months from the date of completion of the Issuance of Shares to Specific Investors. Any shares derived by the subscribers from the Issuance of Shares to Specific Investors through stock dividends distributed by the Company, capitalization of capital reserves or similar circumstances shall also be subject to the aforementioned lock-up arrangement. If the regulatory authorities governing the Issuance of Shares to Specific Investors impose additional requirements regarding the lock-up period for shares subscribed by the subscribers or the transfer of shares upon expiration of the lock-up period, the aforementioned lock-up period shall be adjusted accordingly in accordance with the policies of the securities regulatory authorities.
		Upon the expiration of the lock-up period, the subscribers shall comply with the relevant provisions of laws, regulations, rules, normative documents including the Company Law, the Securities Law, the Shanghai Listing Rules, and the Articles of Association when reducing their holdings of Shares obtained through the Issuance of Shares to Specific Investors.
(7)	Listing venue:	The A Shares to be issued to the specific investors will be listed and traded on the main board of the SSE upon expiration of the lock-up period.
(8)	Arrangement relating to t h e a c c u m u l a t e d undistributed profits prior to the Issuance:	The accumulated undistributed profits of the Company prior to the Issuance of A Shares to Specific Investors shall be shared by both new and existing shareholders on a pro-rata basis according to their respective shareholdings upon completion of the Issuance of A Shares to Specific Investors.

(9)	Amount and use of proceeds:	Gross proceeds to be raised from the Issuance of A Shares to Specific Investors will be not more than RMB20.00 billion (inclusive), all the net proceeds of which are used for debt repayment and working capital replenishment after deducting the relevant issuance expenses.
		The specific amount of the net proceeds from the Issuance will be determined and disclosed in accordance with the Hong Kong Listing Rules upon completion of the Issuance, after the number of shares issued, the amount of total proceeds and the related expenses incurred in connection with the Issuance are finalized.
		The net proceeds from the Issuance are intended to be used in full for debt repayment and working capital replenishment, which is an integral arrangement aimed at enhancing the Company's financial stability. As of 30 September 2025, based on the PRC Accounting Standards, the Group's interest-bearing debts exceeded RMB230 billion, with short-term borrowings and non-current liabilities due within one year totaling over RMB52 billion. The Company will utilize the net proceeds in accordance with their intended use as soon as practicable after receipt and will disclose the subsequent use of the net proceeds in periodic reports in compliance with the Hong Kong Listing Rules.
(10)	Validity period of the resolution on the Issuance:	The resolution on the Issuance of A Shares to Specific Investors shall remain in full force and effect for a period of 12 months from the date on which the issuance proposal for the Issuance of Shares to Specific Investors is approved at the shareholders' meeting of the Company. If the national laws, administrative regulations, departmental rules or normative documents provide new requirements on the issuance of shares to specific investors, the Company will adjust accordingly in accordance with the new requirements.
		The Company will complete the issuance within the validity period of such resolution.

(1)	Parties:	(i)	The Company (as the issuer); and
		(ii)	CNAHC (as the subscriber); and
		(iii)	CNAC Holding (as the subscriber).
(2)	Date:	30 October 2025
(3)	Subscription Price:	CNAHC and CNAC Holding shall subscribe for new A Shares at the Issue Price (i.e. RMB6.57 per Share).
		In the event that the Company distributes dividend, issues bonus shares, converts capital reserve into share capital or carries out any other ex-right or ex-dividend activities between the announcement date of the Board resolution(s) of the Company for the Issuance and the issuance date, the Issue Price will be adjusted accordingly. The adjustment formula is as follows:

		whereas P₀ represents the Issue Price before adjustment, N represents the number of bonus shares or capital reserve conversion per share, D represents dividend per share and P₁ represents the adjusted Issue Price.
(4)	Subscription number and amount:	The number of A Shares to be issued under the Issuance is not more than 3,044,140,030 shares (inclusive), which shall not exceed 30% of the total share capital of the Company prior to the Issuance. In the event that the Company distributes dividend, issues bonus shares, converts capital reserve into share capital or carries out any other ex-right or ex-dividend activities leading to changes in the Issue Price between the announcement date of the Board resolution(s) for the Issuance and the issuance date, the number of A Shares to be issued under the Issuance will be adjusted accordingly. The number of A Shares to be issued under the Issuance is subject to the final consent of the CSRC for registration.
		If the proposed amount of proceeds or the number of shares to be issued under the Issuance is adjusted due to changes in regulatory policies or due to requirements of the issuance review or registration documents, the number of shares to be issued under the Issuance shall be adjusted accordingly. In such cases, the Board is authorized by the Shareholders' meeting to determine the final number of shares to be issued in consultation with the sponsor (the lead underwriter) based on the actual circumstances.
		CNAHC and CNAC Holding will subscribe for all A Shares to be issued by the Company under the Issuance, with a subscription amount equal to the gross proceeds of the Issuance, which shall not be more than RMB20.00 billion (inclusive). Among which, CNAHC subscribes for no less than 761,035,008 A Shares (inclusive) under the Issuance, corresponding to a subscription amount of no less than RMB5.00 billion (inclusive), and CNAC Holding subscribes for no more than 2,283,105,022 A Shares (inclusive) under the Issuance, corresponding to a subscription amount of no more than RMB15.00 billion (inclusive). The final number of A Shares under the Issuance of the Company to be subscribed by each of CNAHC and CNAC Holding and the corresponding subscription amounts will be determined separately through consultations between the parties and the sponsor (the lead underwriter) of the Issuance.

(5)	Payment method and a r r a n g e m e n t s f o r accumulated undistributed profits:	(i)	Upon satisfaction of all conditions precedent under the Subscription Agreement and following receipt of the Company's payment notice, CNAHC and CNAC Holding shall, in accordance with the requirements specified in the payment notice (including the payment deadline and other matters), remit the full subscription amount in a single cash payment to the bank account specifically established by the sponsor (the lead underwriter) for the Issuance of A Shares to Specific Investors. Such payment shall be made within five (5) business days upon receipt of the payment notice. Upon completion of capital verification and deduction of related expenses, the proceeds shall be transferred to the Company's designated deposit account for proceeds of the Issuance.
		(ii)	The accumulated undistributed profits of the Company prior to the Issuance shall be shared by both new and existing shareholders on a pro-rata basis according to their respective shareholdings upon completion of the Issuance.
(6)	Registration for issuing the subscribed shares and lock-up:	(i)	Within 15 business days from the date the Company receives the subscription amount for the Issuance of A Shares from CNAHC and CNAC Holding, the Company shall engage an accounting firm with securities-related practice qualifications to conduct a capital verification, and promptly complete the registration procedures for the relevant industrial and commercial changes as well as the share registration procedures with China Securities Depository and Clearing Corporation Limited, thereby enabling CNAHC and CNAC Holding to become the legal holders of the subscribed shares.
		(ii)	From the date of registration of the subscribed shares, CNAHC and CNAC Holding shall legally own the subscribed shares and enjoy the corresponding shareholder's rights.
		(iii)	CNAHC and CNAC Holding undertake that, Shares obtained by CNAHC and CNAC Holding through the Issuance will not be transferred in any manner within 18 months from the completion date of the Issuance (the " Lock-up Period"). If the CSRC and the exchange(s) on which Shares of the Company are listed have differing provisions, CNAHC and CNAC Holding agree to make adjustments based on the Company's actual circumstances, provided such adjustments comply with the relevant regulations.
			Any additional Shares of the Company subscribed by CNAHC and CNAC Holding resulting from the Company's issuance of bonus shares or conversion of capital reserve into share capital after completion of the Issuance shall a l s o b e s u b j e c t t o t h e aforementioned Lock-up Period arrangements. Following the expiration of the Lock-up Period, the relevant Shares shall remain subject to rules of regulatory authorities including the CSRC and the Shanghai Stock Exchange.
(7)	Conditions precedent for t h e S u b s c r i p t i o n Agreement:	The parties agreed and confirmed that, unless all parties otherwise consent in writing to a waiver, and if such waiver is permitted under applicable laws and regulations, the Subscription Agreement will be established upon signing and affixing of seals by the legal representative or authorized representative of the parties and take effect when all the following conditions are satisfied:

	As at the Latest Practicable Date		Immediately upon completion of the Issuance of A Shares to Specific Investors
Shareholders	Total number of Shares held	Approximate percentage of the total number of Shares in issue	Total number of Shares held	Approximate percentage of the total number of Shares in issue

1. CNAHC and its associates:	9,370,724,929	53.71%	12,414,864,959	60.58%
(i) CNAHC	7,421,462,701 (A Shares)	42.53%	8,182,497,709	39.93%
(ii) CNACG	1,949,262,228	11.18%	1,949,262,228	9.51%
	(i) 1,332,482,920 (A Shares)	7.64%	(i) 1,332,482,920 (A Shares)	6.50%
	(ii) 616,779,308 (H Shares)	3.54%	(ii) 616,779,308 (H Shares)	3.01%
(iii) CNAC Holding	--	--	2,283,105,022 (A Shares)	11.14%
2. Cathay Pacific	2,633,725,455 (H Shares)	15.09%	2,633,725,455 (H Shares)	12.85%
3. Public Shareholders:	5,443,970,616	31.20%	5,443,970,616	26.57%
(i) Public A Shareholders	3,738,864,707	21.43%	3,738,864,707	18.24%
(ii) Public H Shareholders	1,705,105,909	9.77%	1,705,105,909	8.32%
Sub-total (H Shares):	4,955,610,672	28.40%	4,955,610,672	24.18%
Sub-total (A Shares):	12,492,810,328	71.60%	15,536,950,358	75.82%
Total:	17,448,421,000	100.00%	20,492,561,030	100.00%

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

	FY2024	FY2023	HY2025	HY2024
	RMB'million	RMB'million	RMB'million	RMB'million
	(Audited)	(Audited)	(Unaudited)	(Unaudited)

Revenue
Airline Operations
- Passenger	151,789	130,517	73,196	73,137
- Cargo and mail	7,414	4,165	3,577	3,328
- Others	2,184	2,082	1,097	973
	161,387	136,764	77,870	77,438
Other Operations	5,312	4,336	2,887	2,082

	166,699	141,100	80,757	79,520

Loss before taxation	(1,599)	(1,650)	(2,788)	(3,286)
Loss attributable to equity shareholders of the Company	(233)	(1,038)	(1,805)	(2,779)

	As at 31 December	As at 30 June
	2024	2025
	RMB'million	RMB'million
	(Audited)	(Unaudited)

Total assets	345,750	347,539
Total liabilities	304,824	309,309
Net assets attributable to equity shareholders of the Company	45,128	42,624

Date	Key Events
18 January 2025 (Saturday, a non-Trading Day)	(A) Publication of pre-loss announcement results of annual for FY2024 ("2024 Pre-Loss Announcement")
28 March 2025	(B) Publication of annual report of 2024
15 July 2025	(C) Publication of pre-loss announcement of interim results for HY2025
29 August 2025	(D) Publication of interim report of 2025
30 October 2025	(E) Date of Board Meeting
31 October 2025	(F) Pricing Benchmark Date
25 November 2025	(G) Latest Practicable Date

Total proceeds:					1,499,301.66	Total cumulative	utilized proceeds:			1,499,301.66
Total proceeds with change in purposes: Proportion of total proceeds with change in purposes:					Not applicable Not applicable	Total cumulative	utilized proceeds:			1,499,301.66
Investment projects			Total investment amount of proceeds			Cumulative investment amount of proceeds as of 30 September 2025				Date on which the project is ready for its intended use (or project progress as at the closing date)
No.	Committed investment project	Actual investment project	Committed investment amount prior to the fund raising	Committed investment amount after the fund raising	Actual investment amount	Committed investment amount prior to the fund raising	Committed investment amount after the fund raising	Actual investment amount	Difference between actual investment amount and committed investment amount after the fund raising
1	The project of introducing 22 aircraft	The project of introducing 22 aircraft	1,079,301.66	1,079,301.66	1,079,301.66	1,079,301.66	1,079,301.66	1,079,301.66	-	Not applicable
2	Replenishing working capital	Replenishing working capital	420,000.00	420,000.00	420,000.00	420,000.00	420,000.00	420,000.00	-	Not applicable
Total			1,499,301.66	1,499,301.66	1,499,301.66	1,499,301.66	1,499,301.66	1,499,301.66	-	-

No.	Company Name (Stock code)	Announce-ment Date	Issue Price	Premium/ (discount) to the closing price as at the last trading day immediately prior to the pricing benchmark date	Premium/ (discount) to the latest audited net asset value per share attributable to the ordinary shareholders of the listed company as at the most recent period prior to the issuance	Basis for the determination of issue price	Additional basis for A Shares issue price (other than the Pricing Criteria)	Subscriber	Lock-up period

1	China Longyuan Power Group Corporation Limited (916.HK) (001289.SZ)	30 October 2025	Not Specified (Note 1)	N/A (Note 1)	N/A (Note 1)	Not less than 80% of the 20-day average trading price of the A-shares immediately preceding the price benchmark date (i.e. the first day of the issuance period)	Not lower than the company's latest audited net asset value per share attributable to the ordinary shareholders of the listed company as at the most recent period prior to the issuance	no more than 35 specific investors	6 months

2	Jiangsu Lopal Tech. Group Co., Ltd. (2465.HK) (603906.SH)	20 August 2025	Not Specified (Note 1)	N/A (Note 1)	N/A (Note 1)	Not less than 80% of the 20-day average trading price of the A-shares immediately preceding the price benchmark date (i.e. the first day of the issuance period)	N/A	no more than 35 specific investors	6 months

3	Bank of Communica-tions Co., Ltd. (3328.HK) (601328.SH)	30 March 2025	RMB8.71	18.34%	(43.13%)	Not less than 80% of the 20-day average trading price of the A-shares immediately preceding the price benchmark date (i.e. the first day of the issuance period)	N/A	the Ministry of Finance of PRC ("the MOF"), China National Tobacco Corporation and China Doublewin Investment Co., Ltd.	5 years

4	China Construction Bank Corporation (939.HK) (601939.SH)	30 March 2025	RMB9.27	8.80%	(30.07%)	Not less than 80% of the 20-day average trading price of the A-shares immediately preceding the price benchmark date (i.e. the first day of the issuance period)	N/A	the MOF	5 years

Total proceeds:					199,876.98	Total cumulative	utilized proceeds:			199,876.98
Total proceeds with change in purposes: Proportion of total proceeds with change in purposes:					Not applicable Not applicable	Total cumulative	utilized proceeds:			199,876.98
Investment projects			Total investment amount of proceeds			Cumulative investment amount of proceeds as of 30 September 2025				Date on which the project is ready for its intended use (or project progress as at the closing date)
No.	Committed investment project	Actual investment project	Committed investment amount prior to the fund raising	Committed investment amount after the fund raising	Actual investment amount	Committed investment amount prior to the fund raising	Committed investment amount after the fund raising	Actual investment amount	Difference between actual investment amount and committed investment amount after the fund raising
1	Replenishing working capital	Replenishing working capital	199,876.98	199,876.98	199,876.98	199,876.98	199,876.98	199,876.98	-	Not applicable

Total proceeds:					599,584.16	Total cumulative Total proceeds ut	utilized proceeds: ilized for the year:			597,314.68 337,354.56
Total proceeds with change in purposes: Proportion of total proceeds with change in purposes:					Not applicable Not applicable	Total cumulative Total proceeds ut	utilized proceeds: ilized for the year:			597,314.68 337,354.56
Investment projects			Total investment amount of proceeds			Cumulative investment amount of proceeds as of 30 September 2025				Date on which the project is ready for its intended use (or project progress as at the closing date)
No.	Committed investment project	Actual investment project	Committed investment amount prior to the fund raising	Committed investment amount after the fund raising	Actual investment amount	Committed investment amount prior to the fund raising	Committed investment amount after the fund raising	Actual investment amount	Difference between actual investment amount and committed investment amount after the fund raising
1	The project of introducing 17 aircraft	The project of introducing 17 aircraft	419,584.16	419,584.16	417,314.68	419,584.16	419,584.16	417,314.68	(2,269.48)	Not applicable
2	Replenishing working capital	Replenishing working capital	180,000.00	180,000.00	180,000.00	180,000.00	180,000.00	180,000.00	-	Not applicable
Total			599,584.16	599,584.16	597,314.68	599,584.16	599,584.16	597,314.68	(2,269.48)	-

Items	31 December 2025/ year 2025 (E)	31 December 2026/year 2026 (E)
Items	31 December 2025/ year 2025 (E)	Before the Issuance of A Shares to Specific Investors	After the Issuance of A Shares to Specific Investors
Scenario 1: Net profit attributable to owners of the parent company and net profit attributable to owners of the parent company after deducting non-recurring profits and losses in 2026 decrease by 30% as compared to the previous year
Total share capital (10,000 shares) (Note 1)	1,665,857	1,665,857	2,049,256
Net profit attributable to Shareholders of the listed Company (RMB10,000)	249,311	174,518	174,518
Net profit attributable to Shareholders of the listed Company after deducting non-recurring profits and losses (RMB10,000)	219,203	153,442	153,442
Basic earnings per share (RMB/share)	0.15	0.10	0.10
Basic earnings per share (after deducting non-recurring profits and losses) (RMB/share)	0.13	0.09	0.08
Diluted earnings per share (RMB/share)	0.15	0.10	0.10
Diluted earnings per share (after deducting non-recurring profits and losses) (RMB/share)	0.13	0.09	0.08
Scenario 2: Net profit attributable to owners of the parent company and net profit attributable to owners of the parent company after deducting non-recurring profits and losses in 2026 remaining unchanged as that of the previous year
Total share capital (10,000 shares) (Note 1)	1,665,857	1,665,857	2,049,256
Net profit attributable to Shareholders of the listed Company (RMB10,000)	249,311	249,311	249,311
Net profit attributable to Shareholders of the listed Company after deducting non-recurring profits and losses (RMB10,000)	219,203	219,203	219,203

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

Summary by AI BETAClose X

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

I. INTRODUCTION

II. PROPOSED ISSUANCE OF A SHARES TO SPECIFIC INVESTORS

(I) Details of Issuance of A Shares to Specific Investors

1. Proposal of the Issuance of A Shares to Specific Investors

2. The Subscription Agreement

3. Dilutive Effects of the Issuance of A Shares to Specific Investors on the Shareholding Structure of the Company

4. Proposed Amendments to the Articles of Association

5. Hong Kong Listing Rules Implications

6. Reasons for and Benefit of the Issuance of A Shares to Specific Investors

7. Fund-Raising Activities in the Past Twelve Months

8. General Information of the Parties

(II) Resolutions to be Proposed at the EGM

1. esolution in Relation to the Satisfaction of the Company of the Requirements for the Issuance of A Shares to Specific Investors

2. Resolution in Relation to the Proposal of the Issuance of A Shares to Specific Investors by the Company in 2025

3. Resolution in Relation to the Preliminary Proposal of the Issuance of A Shares to Specific Investors by the Company in 2025

4. Resolution in Relation to the Discussion and Analysis Report on the Proposal of the Issuance of A Shares to Specific Investors by the Company in 2025

5. Resolution in Relation to the Feasibility Analysis Report on the Use of Proceeds from the Issuance of A Shares to Specific Investors by the Company in 2025

6. Resolution in Relation to the Related (Connected) Transaction Concerning the Entering into of the Conditional A Share Subscription Agreement with Specific Investors by the Company

7. Resolution in Relation to the Report on Use of Proceeds from Previous Fund-raising Activities of the Company

8. Resolution in Relation to the Dilution of the Company's Current Return by the Issuance of Shares to Specific Investors in 2025, the Remedial Measures and the Undertakings Made by the Relevant Entities in Respect of Such Measures

9. Resolution in relation to the Company's future plan for dividend returns to the Shareholders for the coming three years (2025 - 2027)

10. Resolution in Relation to the Authorization by the Shareholders' Meeting to the Board and its Authorized Person(s) to Proceed with Relevant Matters in Respect of the Issuance of Shares to Specific Investors by the Company in Their Sole Discretion

III. THE EGM

IV. RECOMMENDATION OF THE BOARD

V. ADDITIONAL INFORMATION

CONNECTED TRANSACTION

CONNECTED TRANSACTION

INTRODUCTION

OUR INDEPENDENCE

BASIS OF OUR OPINION

PRINCIPAL FACTORS AND REASONS CONSIDERED

1. Background information on the Company, CNAHC and CNAC Holding

Information on the Company

Financial performance of the Group

Financial position of the Group

Information on CNAHC and CNAC Holding

2. Reasons for and benefits of the Issuance of A Shares to Specific Investors and Use of Proceeds

Use of proceeds

Other fund-raising methods available to the Company

3. Issuance of A Share to Specific Investors

(a) Principal terms of the Subscription Agreement

Date

Parties

(b) Analysis of the principal terms of the Subscription Agreement

4. Dilution effect on the shareholding interests of the existing public Shareholders

5. Financial effects of the Issuance of A Shares to Specific Investors

(i) Cashflow

(ii) Net Asset Value

(iii) Gearing

RECOMMENDATION

I. PLAN OF THE USE OF PROCEEDS FROM THE ISSUANCE OF A SHARES TO SPECIFIC INVESTORS

II. NECESSITY AND FEASIBILITY ANALYSIS OF THE USE OF PROCEEDS FROM THE ISSUANCE OF A SHARES TO SPECIFIC INVESTORS

(I) Basic information

(II) Necessity and feasibility analysis of the project

III. IMPACT OF THE ISSUANCE OF A SHARES TO SPECIFIC INVESTORS ON THE OPERATION MANAGEMENT AND FINANCIAL POSITION OF THE COMPANY

(I) Impact on the operation management of the Company

(II) Impact on the financial position of the Company

IV. CONCLUSION ON THE FEASIBILITY ANALYSIS OF PROJECTS TO BE INVESTED WITH THE PROCEEDS FROM THE ISSUANCE OF A SHARES TO SPECIFIC INVESTORS

Air China Limited

I. BASIS OF PREPARATION

II. AMOUNT, CREDITING DATE AND DEPOSIT OF PROCEEDS FROM PREVIOUS FUND-RAISING ACTIVITIES

(I) Proceeds from the Non-public Issuance of A Shares

(II) Proceeds from the Issuance of H Shares to Specific Investor

(III) Proceeds from the Issuance of A Shares to Specific Investor

III. THE USE OF THE PREVIOUS PROCEEDS

(I) Statement of the Use of the Previous Proceeds

(II) Explanation on Initial Investment and Replacement in respect of the Investment Projects Funded by the Previous Proceeds

IV. RECOGNITION OF REVENUE FROM INVESTMENT PROJECTS WITH THE PREVIOUS PROCEEDS

(I) Proceeds from the Non-public Issuance of A Shares

(II) Proceeds from the Issuance of H Shares to Specific Investor

(III) Proceeds from the Issuance of A Shares to Specific Investor

V. UNUTILIZED PROCEEDS

(I) Proceeds from the Non-public Issuance of A Shares

(II) Proceeds from the Issuance of H Shares to Specific Investor

(III) Proceeds from the Issuance of A Shares to Specific Investor

Board of Air China Limited

SCHEDULE I:

Summary by AI ^BETAClose X