FORM OF PROXY FOR ANNUAL SHAREHOLDERS’ MEETING
Summary by AI BETAClose X
中國國際航空股份有限公司
AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 00753)
FORM OF PROXY FOR ANNUAL SHAREHOLDERS' MEETING
Number of shares to which this form of proxy relates (Note 1)
I/We (Note 2)
of
being the registered holder(s) of (Note 3)
H shares in the share capital of Air China Limited (the "Company") HEREBY APPOINT the chairman of the meeting
and/or (Note 4)
of
as my/our proxy/proxies: (a) to act for me/us at the annual shareholders' meeting (or at any adjournment thereof) of the Company to be held at 11 a.m. on Thursday, 28 May 2026 at The Conference Room C313, No. 30 Tianzhu Road, Shunyi District, Beijing, the PRC (the "Meeting") for the purpose of considering and, if thought fit, passing the resolutions (the "Resolutions") as set out in the notice (the "Notice") convening the Meeting; and (b) at the Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the Resolutions as hereunder indicated or, if no such indication is given, as my/our voting proxy thinks fit.
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ORDINARY RESOLUTIONS |
FOR (Note 5) |
AGAINST (Note 5) |
ABSTAIN (Note 5) |
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1. |
To consider and approve the 2025 work report of the Board. |
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2. |
To consider and approve the audited consolidated financial statements of the Company for the year 2025 prepared under the PRC Accounting Standards and the IFRS Accounting Standards. |
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3. |
To consider and approve the profit distribution proposal for the year 2025. |
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4. |
To consider and approve the re-appointment of KPMG as the Company's international auditor and KPMG Huazhen LLP as the Company's domestic auditor and internal control auditor, respectively for the year ending 31 December 2026, and to authorize the Audit and Risk Management Committee (the Supervision Committee) of the Board to determine their remunerations for the year 2026. |
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5. |
To consider and approve the resolution on the unrecovered losses of the Company exceeding one-third of the total amount of its paid-up share capital. |
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SPECIAL RESOLUTION |
FOR (Note 5) |
AGAINST (Note 5) |
ABSTAIN (Note 5) |
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6. |
To consider and approve the resolution on the grant of general mandate to the Board to issue debt financing instruments. |
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ORDINARY RESOLUTIONS |
FOR (Note 5) |
AGAINST (Note 5) |
ABSTAIN (Note 5) |
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7. |
To consider and approve the resolution on the entering into of the Air China Financial Services Agreement between the Company and CNAF and the application for the annual caps of the transactions thereunder for the years from 2027 to 2029. |
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ORDINARY RESOLUTIONS |
FOR (Note 5) |
AGAINST (Note 5) |
ABSTAIN (Note 5) |
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8. |
To consider and approve the resolution on the entering into of the CNAHC Financial Services Agreement between CNAF and CNAHC and the application for the annual caps of the transactions thereunder for the years from 2027 to 2029. |
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9. |
To consider and approve the resolution on the entering into of the ACC Financial Services Agreement between CNAF and Air China Cargo and the application for the annual caps of the transactions thereunder for the years from 2027 to 2029. |
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10. |
To consider and approve the resolution on formulating the Remuneration Management Policy for Directors and Senior Management. |
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11. |
To consider and approve the resolution on 2026 Directors' Remuneration Plan. |
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* For details of the Resolutions, please refer to the circular of the Company dated 6 May 2026.
Dated this day of 2026 Signature (Note 6):
Notes:
1. Please insert the number of shares registered in your name(s) to which this proxy form relates. If no number is inserted, this form of proxy will be deemed to relate to all shares registered in your name(s).
2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
3. Please insert the total number of shares registered in your name(s).
4. A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies of his own choice to attend and vote instead of him. A proxy need not be a member of the Company. If any proxy other than the chairman of the Meeting is preferred, please strike out the words "the chairman of the meeting and/or" and insert the name(s) and address(es) of the proxy/ proxies desired in the space provided. In the event that two or more persons (other than the chairman of the Meeting) are named as proxies and the words "the chairman of the meeting and/or" are not deleted, those words and references shall be deemed to have been deleted.
5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK IN THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK IN THE BOX MARKED "AGAINST". IF YOU WISH TO ABSTAIN FROM VOTING, TICK THE APPROPRIATE BOX MARKED "ABSTAIN". Failure to complete the boxes will entitle your voting proxy to cast his vote at his discretion. A member is entitled to one vote for every fully-paid share held and a member entitled to more than one vote need not use all his votes in the same way. A tick in the relevant box indicates that the votes attached to all the shares stated above as held by you will be cast accordingly.
6. This form of proxy must be signed by you or your attorney duly authorised in writing, or in the case of a corporation, must be either under seal or under the hand of a director or attorney duly authorised. If this form of proxy is signed by your attorney, the power of attorney or other document of authorisation must be notarized.
7. In order to be valid, this form of proxy, together with the notarised copy of the power of attorney or other document of authorisation (if any) under which it is signed, for holders of H shares, must be delivered to the Company's H share registrar, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, not less than 24 hours prior to the time appointed for holding the Meeting (or any adjournment thereof).
8. Completion and delivery of a form of proxy will not preclude you from attending and/or voting at the Meeting (or any adjournment thereof) if you so wish.
9. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.
10. To attend and represent the shareholder(s) at the Meeting, the proxy so appointed must produce beforehand his identification document and any power of attorney duly signed by his appointor(s) or the legal representative(s) of his appointor(s). The power of attorney must state the date of issuance.
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