POLL RESULTS OF AGM AND RESIGNATION OF DIRECTOR

Air China Ld

29 May 2026

 

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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)

POLL RESULTS OF 2025 ANNUAL SHAREHOLDERS' MEETING AND

RESIGNATION OF NON-EXECUTIVE DIRECTOR

POLL RESULTS OF 2025 ANNUAL SHAREHOLDERS' MEETING

Reference is made to the circular of Air China Limited (the "Company") dated 6 May 2026 (the "Circular") and the notice of annual shareholders' meeting (the "AGM") dated 6 May 2026 (the "Notice"), and the supplemental notice of the AGM dated 12 May 2026 (the "Supplemental Notice") containing details of the resolutions tabled at the AGM. Unless otherwise specified herein, capitalized terms used in this announcement shall have the same meanings as those defined in the Circular.

The Board is pleased to announce that the resolutions set out in the Notice and the Supplemental Notice were duly passed by the Shareholders by way of poll at the AGM held at 11:00 a.m. on Thursday, 28 May 2026 at The Conference Room C313, No. 30, Tianzhu Road, Shunyi District, Beijing, the PRC. Except for Mr. Xiao Peng who did not attend the AGM due to business arrangements, all the other Directors of the Company attended the AGM.

As at the date of the AGM, the total number of issued Shares of the Company was 17,448,421,000 Shares. Shareholders and authorized proxies holding an aggregate of 12,836,470,861 Shares were present at the AGM.

CNAHC and CNACG have material interests in resolutions No. 7 to No. 8 proposed at the AGM, and therefore they were required to abstain, and have abstained, from voting on such resolutions. CNAHC, CNACG, Cathay Pacific and its associates have material interests in resolution No. 9 proposed at the AGM, and therefore they were required to abstain, and have abstained, from voting on such resolution. As at the date of the AGM, CNAHC and CNACG, in aggregate, held 9,370,724,929 Shares of the Company, representing approximately 53.71% of the issued share capital of the Company, and Cathay Pacific and its associates, in aggregate, held 2,633,725,455 Shares of the Company, representing approximately 15.09% of the issued share capital of the Company. Accordingly, at the AGM, the total number of Shares entitling the holders to attend and vote on resolutions No. 7 to No. 8 was 8,077,696,071 Shares, the total number of Shares entitling the holders to attend and vote on resolution No. 9 was 5,443,970,616 Shares, and the total number of Shares entitling the holders to attend and vote on resolutions No. 1 to No. 6 and No. 10 to No. 12 was 17,448,421,000 Shares.

Save as disclosed above, none of the holders of any Shares was required under the Hong Kong Listing Rules to abstain from voting on the resolutions proposed at the AGM. There was no Shares entitling the holders to attend and abstain from voting in favour of any resolutions proposed at the AGM as set out in Rule 13.40 of the Hong Kong Listing Rules. No Shareholder has stated his/her/its intention in the Circular to vote against or to abstain from voting on any resolutions proposed at the AGM.

The poll results in respect of the resolutions proposed at the AGM were as follows:

ORDINARY RESOLUTIONS		Votes for Shareholders
		For	Against	Abstain
1.	To consider and approve the 2025 work report of the Board.	12,826,181,350 （99.9199%）	9,143,911 （0.0712%）	1,145,600 （0.0089%）
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.	12,828,981,139 （99.9417%）	6,595,872 （0.0513%）	893,850 （0.0070%）
3.	To consider and approve the profit distribution proposal for the year 2025.	12,831,423,260 （99.9607%）	4,664,501 （0.0363%）	383,100 （0.0030%）
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.	12,831,396,010 （99.9605%）	4,734,801 （0.0369%）	340,050 （0.0026%）
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.	12,831,090,936 （99.9581%）	4,710,901 （0.0367%）	669,024 （0.0052%）
As more than 50% of the votes were cast in favour of the above resolutions, the resolutions were duly passed as ordinary resolutions.

SPECIAL RESOLUTION		Votes for Shareholders
		For	Against	Abstain
6.	To consider and approve the resolution on the grant of general mandate to the Board to issue debt financing instruments.	12,598,165,553 （98.1435%）	237,666,008 （1.8515%）	639,300 （0.0050%）
As more than two-thirds of the votes were cast in favour of the above resolution, the resolution was duly passed as special resolution.
ORDINARY RESOLUTIONS		For	Against	Abstain
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.	3,316,951,816 （95.7067%）	148,155,516 （4.2749%）	638,600 （0.0184%）
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.	3,316,941,066 （95.7064%）	148,186,016 （4.2757%）	618,850 （0.0179%）
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.	683,262,711 （82.1209%）	148,118,716 （17.8023%）	639,050 （0.0768%）
10.	To consider and approve the resolution on formulating the Remuneration Management Policy for Directors and Senior Management.	12,830,944,510 （99.9570%）	4,893,601 （0.0381%）	632,750 （0.0049%）
11.	To consider and approve the resolution on 2026 Directors' Remuneration Plan.	12,830,837,510 （99.9561%）	4,996,801 （0.0389%）	636,550 （0.0050%）
12.	To consider and approve the resolution in relation to the election of Mr. Lam Siu Por Ronald as a non-executive Director of the Company.	12,826,610,640 （99.9232%）	9,219,821 （0.0718%）	640,400 （0.0050%）
As more than 50% of the votes were cast in favour of the above resolutions, the resolutions were duly passed as ordinary resolutions.

KPMG, Certified Public Accountants, acted as the scrutineer for the vote-taking at the AGM. The work performed by KPMG was limited to certain procedures requested by the Company to agree the poll results summary prepared by the Company to poll forms collected and provided by the Company to KPMG. The work performed by KPMG in this respect did not constitute an assurance engagement in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the Hong Kong Institute of Certified Public Accountants nor did it include provision of any assurance or advice on matters of legal interpretation or entitlement to vote.

RESIGNATION OF NON-EXECUTIVE DIRECTOR

Recently, the Board received the resignation letter from Mr. Patrick Healy ("Mr. Healy"). Mr. Healy has resigned as the non-executive Director of the Company with effect from 28 May 2026 due to retirement.

Mr. Healy has confirmed that he has no disagreement with the Board, and that he is not aware of any matters relating to his resignation that need to be brought to the attention of the shareholders of the Company.

The Board would like to express its sincere gratitude to Mr. Healy for his contributions to the Company's development during his tenure of office.

By Order of the Board

Air China Limited

Xiao Feng

Company Secretary

Beijing, the PRC, 28 May 2026

As at the date of this announcement, the directors of the Company are Mr. Liu Tiexiang, Mr. Qu Guangji, Mr. Cui Xiaofeng, Mr. Lam Siu Por Ronald, Mr. Xiao Peng, Mr. Xu Niansha*, Mr. He Yun*, Ms. Winnie Tam Wan-chi* and Mr. Gao Chunlei*.

*    Independent non-executive director of the Company

 

END