NOTICE OF EXTRAORDINARY GENERAL MEETING
Summary by AI BETAClose X
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.
中國國際航空股份有限公司
AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 00753)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "EGM") of Air China Limited (the "Company") will be held at 10:00 a.m. on Friday, 10 October 2025 at The Conference Room C713, No. 30 Tianzhu Road, Shunyi District, Beijing, the PRC to consider and, if thought fit, to pass the following resolution:
ORDINARY RESOLUTION (BY WAY OF CUMULATIVE VOTING)
1.00 The resolution in relation to the election of director
1.01 To consider and approve the resolution in relation to the election of Mr. Liu Tiexiang as an executive director of the Company.
For biographical details of Mr. Liu Tiexiang, please refer to the Appendix to this notice.
By Order of the Board
Air China Limited
Xiao Feng
Company Secretary
Beijing, the PRC, 18 September 2025
As at the date of this notice, the directors of the Company are Mr. Ma Chongxian, Mr. Wang Mingyuan, Mr. Cui Xiaofeng, Mr. Patrick Healy, Mr. Xiao Peng, Mr. Xu Niansha*, Mr. He Yun*, Ms. Winnie Tam Wan-chi* and Mr. Gao Chunlei*.
* Independent non-executive director of the Company
Notes:
1. Closure of register of members and eligibility for attending and voting at the EGM
The register of members of H shares of the Company will be closed from Thursday, 2 October 2025 to Friday, 10 October 2025 (both days inclusive), during which time no transfer of H shares of the Company will be effected and registered. In order to qualify for attendance and voting at the EGM, H shareholders of the Company (the "Shareholder(s)") must lodge the instruments of transfer accompanied by share certificates and other appropriate documents with the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-16, 17/F, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, by 4:30 p.m. on Tuesday, 30 September 2025.
H Shareholders whose names appear on the register of members of H shares of the Company at the close of business on Tuesday, 30 September 2025 are entitled to attend and vote at the EGM.
2. Proxy
Every Shareholder who has the right to attend and vote at the EGM is entitled to appoint one or more proxies, whether or not they are members of the Company, to attend and vote on his/her behalf at the EGM.
A proxy shall be appointed by an instrument in writing. Such instrument shall be signed by the appointor or his attorney duly authorized in writing. If the appointor is a legal person, then the instrument shall be signed under a legal person's seal or signed by its director or an attorney duly authorized in writing. The instrument appointing the proxy for holders of H Shares shall be deposited at the Company's H share registrar not less than 24 hours before the time specified for the holding of the EGM (or any adjournment thereof). If the instrument appointing the proxy is signed by a person authorized by the appointor, the power of attorney or other document of authority under which the instrument is signed shall be notarized. The notarized power of attorney or other document of authority shall be deposited together and at the same time with the instrument appointing the proxy at the Company's H share registrar.
3. Cumulative Voting System
According to Article 101 of the articles of association of the Company, at a shareholders' meeting of the Company, the cumulative voting system shall be adopted for voting on the motions for election of directors (excluding the employee representative director). In other words, when electing directors at a shareholders' meeting, the number of voting rights carried by each of the shares held by a voting shareholder is the same as the number of directors to be elected such that a shareholder may exercise the voting rights in a way to concentrate all his votes on a particular candidate or to spread his votes on several candidates.
4. Other businesses
(i) The EGM is expected to last for no more than a half of a business day. Shareholders and proxies attending the meeting shall be responsible for their own traveling and accommodation expenses.
(ii) The address of Computershare Hong Kong Investor Services Limited is: 17M Floor
Hopewell Centre
183 Queen's Road East Wan Chai
Hong Kong
Tel No.: (852) 2862 8628
Fax No.: (852) 2865 0990
Appendix:
Biographical details of Mr. Liu Tiexiang ("Mr. Liu") are set out below:
Mr. Liu Tiexiang, aged 59, graduated from the Air Force No.1 Aviation University with a major in aviation flight and from the Party School of the Central Committee of the Communist Party of China with a major in economic management, and holds the title of Chief Pilot. Mr. Liu started his career in June 1983. Mr. Liu consecutively served as the general manager of the flight technology management department, the chief captain of the chief flight team, the chief pilot, the vice president, member of the Standing Committee of the Party Committee and the chief operating officer of Air China Limited; the vice general manager, member of the Party Leadership Group, the general manager, the deputy secretary of the Party Leadership Group and a director of China Eastern Air Holding Company Limited; the vice general manager, member of the Standing Committee of the Party Committee, the general manager, the deputy secretary of the Party Committee and the vice chairman of China Eastern Airlines Corporation Limited. Mr. Liu has been serving as the chairman and the secretary of the Party Leadership Group of China National Aviation Holding Corporation Limited since August 2025, and has been also serving as member of the Party Committee, member of the Standing Committee and the secretary of the Party Committee of Air China Limited since September 2025.
As at the latest practicable date of this notice (i.e. 18 September 2025) (the "Latest Practicable Date"), save as disclosed above, Mr. Liu does not have any relationship with the directors, senior management, substantial Shareholder(s) or controlling Shareholder(s) of the Company nor has any interests in any shares (as defined under Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)) of the Company. As at the Latest Practicable Date, save as disclosed above, Mr. Liu did not hold any other positions in the Company or any of its subsidiaries or directorships in any other public listed companies in the last three years.
Upon the approval of the resolution in relation to the appointment of Mr. Liu as an executive director of the Company at the EGM, Mr. Liu will enter into a service contract with the Company for serving as an executive director of the Company for a term commencing on the date of approval by the Shareholders of his appointment and ending on the expiry of the term of the current session of the Board. Mr. Liu will not receive any remuneration for his serving as an executive director of the Company.
Save as disclosed above, the Company is not aware of any matters in relation to the proposed appointment of Mr. Liu as an executive director of the Company that need to be brought to the attention of the Shareholders or any other information that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
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