REG - Air China Ld - NOTICE OF EXTRAORDINARY GENERAL MEETING

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 EXTRAORDINARY GENERAL 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 APPOINTthe chairman of the general meeting and/or (Note 4)                                                                                                                                                               

of                                                                                                                                                                                                                          

as my/our proxy/proxies: (a) to act for me/us at the extraordinary general meeting (or at any adjournment thereof) of the Company to be held at 11:00 a.m. on Tuesday, 16 December 2025 at The Conference Room C713, No. 30 Tianzhu Road, Shunyi District, Beijing, the PRC (the "General Meeting") for the purpose of considering and, if thought fit, passing the resolutions (the "Resolutions") as set out in the notice convening the General Meeting (the "Notice"); and

(b) at the General 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. Unless otherwise indicated, capitalised terms used herein shall have the same meaning as those defined in the Notice. 

The above resolutions No. 1, No. 7, No. 8 and No. 9 are ordinary resolutions; the remaining resolutions are special resolutions.

*  For details of the Resolutions, please refer to the circular of the Company dated 28 November 2025 and the Notice.

Dated this                             day of                       2025                       Signature (Note 5):                                                  

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 General 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 General Meeting is preferred, please strike out the words "the chairman of the General 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 General Meeting) are named as proxies and the words "the chairman of the General 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 notarised.

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 General Meeting (or any adjournment thereof).

8.   Completion and delivery of this form of proxy will not preclude you from attending and/or voting at the General 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 General 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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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)

ANNOUNCEMENT

BOOK CLOSURE PERIOD FOR

EXTRAORDINARY GENERAL MEETING

The board of directors (the "Board") of Air China Limited (the "Company") hereby announces that the Company proposed to hold an extraordinary general meeting (the "EGM") on Tuesday, 16 December 2025. The register of members of H shares of the Company ("H Share(s)") will be closed from Thursday, 11 December 2025 to Tuesday, 16 December 2025 (both days inclusive), during which period no transfer of H Shares will be effected. In order to qualify for attendance and voting at the EGM, the holders of H Shares must return all the transfer documents to the Company's H Share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong by 4:30 p.m. on Wednesday, 10 December 2025. The holders of H Shares whose names appear on the register of members of the Company at the close of business on Wednesday, 10 December 2025 are entitled to attend and vote at the EGM.

The circular and a notice of the EGM will be published by the Company in due course.

By Order of the Board

Air China Limited

Xiao Feng

Company Secretary

Beijing, the PRC, 25 November 2025

As at the date of this announcement, the directors of the Company are Mr. Liu Tiexiang, 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

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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)

ANNOUNCEMENT ON KEY OPERATING DATA OF OCTOBER 2025

The enclosed announcement (the "SSE Announcement") was published by Air China Limited ("Air China") on the Shanghai Stock Exchange on 17 November 2025, which contains combined operating data for October 2025 for Air China and its subsidiaries (collectively, the "Group"). This announcement enclosing the SSE Announcement is made by Air China pursuant to Rules 13.09 and 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

The data in the enclosed SSE Announcement was calculated based on the internal statistics of the Group, which may differ from the data disclosed in the relative periodic reports. Investors are hereby reminded of the risks which may result from inappropriate reliance upon or utilization of the information given above.

By Order of the Board

Air China Limited

Xiao Feng

Company Secretary

Beijing, the PRC, 17 November 2025

As at the date of this announcement, the directors of the Company are Mr. Liu Tiexiang, 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

SSE ANNOUNCEMENT

The SSE Announcement is written in Chinese, with no official English translation. The English translation is provided solely for reference only. In case of any discrepancy between the two versions, the Chinese version shall prevail. The full version of the SSE Announcement is as follows:

AIR CHINA LIMITED

ANNOUNCEMENT ON KEY OPERATING DATA OF OCTOBER 2025

In October 2025, Air China Limited (the "Company") and its subsidiaries (the "Group") recorded a year-on-year increase in combined passenger traffic (measured by revenue passenger kilometers (the "RPK")). Passenger capacity (measured by available seat kilometers (the "ASK")) recorded a year-on-year increase of 4.3%, and passenger traffic recorded a year-on-year increase of 8.7%. Among which, for domestic routes, passenger capacity increased by 3.2% year on year, and passenger traffic increased by 5.5% year on year. For international routes, passenger capacity increased by 7.5% year on year, and passenger traffic increased by 17.6% year on year. For regional routes, passenger capacity increased by 0.6% year on year, and passenger traffic recorded an increase of 7.7% year on year. The passenger load factor was 85.3%, representing an increase of 3.4 percentage points as compared to the same period last year. Among which, the passenger load factor for domestic routes increased by 2.0 percentage points year on year, the passenger load factor for international routes increased by 7.0 percentage points year on year, and the passenger load factor for regional routes increased by 5.0 percentage points year on year.

In terms of cargo operations, cargo capacity (measured by available freight tonne kilometers (the "AFTK")) decreased by 0.9% year on year. Cargo and mail traffic (measured by revenue freight tonne kilometers (the "RFTK")) increased by 3.1% year on year. The cargo load factor was 38.9%, representing a year-on-year increase of 1.5 percentage points.

Starting from 26 October 2025, Air China added the Hangzhou - Hanoi route (four flights a week), the Beijing Capital - Panzhihua route (four flights a week), the Beijing Capital - Xishuangbanna route (seven flights a week), the Hangzhou - Zhuhai route (seven flights a week), the Chengdu Tianfu - Wuhan - Quzhou route (seven flights a week), the Hohhot - Yinchuan - Chengdu Tianfu route (seven flights a week) and the Hangzhou - Hohhot - Ulanhot route (seven flights a week).

In October 2025, the Group introduced four A320 series aircraft and one B737 series aircraft, and retired one A330 series aircraft and one A320 series aircraft. At the end of October 2025, the Group operated a fleet of 949 aircraft, including 417 self-owned aircraft, 238 aircraft under finance lease and 294 aircraft under operating lease.

The following table sets forth key operating data of October 2025:

Notes:

1.     Change is expressed in percentage in terms of "Capacity" and "Traffic", and is expressed in percentage points in terms of "Load Factor"

2.       "ATK(s)" refers to the number of tonnes of capacity available for transportation multiplied by the kilometers flown

3.       "ASK(s)" refers to the number of seats available for sale multiplied by the kilometers flown

4.       "AFTK(s)" refers to the number of tonnes of capacity available for the carriage of cargo and mail multiplied by the kilometers flown

5.       "RTK(s)" refers to the revenue load (passenger and cargo) in tonnes multiplied by the kilometers flown

6.       "RPK(s)" refers to the number of revenue passengers carried multiplied by the kilometers flown

7.       "RFTK(s)" refers to the revenue cargo and mail load in tonnes multiplied by the kilometers flown

8.       "Passenger Load Factor" refers to revenue passenger kilometers expressed as a percentage of available seat kilometers

9.       "Cargo and Mail Load Factor" refers to revenue freight tonne kilometers expressed as a percentage of available freight tonne kilometers

10.     "Overall Load Factor" refers to RTKs expressed as a percentage of available tonne kilometers

The key operating data above was calculated based on the internal statistics of the Group, which may differ from the data disclosed in the relative periodic reports. Investors are hereby reminded of the risks which may result from inappropriate reliance upon or utilization of the information given above.

Board of Directors of Air China Limited

Beijing, the PRC, 17 November 2025

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                                Close      Prior     Change   % Change 
                                -----      -----     ------   -------- 
 Air China A                     8.73       8.73      -0.06      -0.68 
 Anhui Conch Cement A           23.71      23.71      +0.12      +0.51 
 Bank of China                   5.68       5.68      +0.02      +0.35 
 Baoshan Iron & Steel A          7.64       7.64      +0.03      +0.39 
 Bright Dairy & Food A           8.72       8.72      +0.19      +2.23 
 China Eastern Airlines A        5.29       5.29      +0.03      +0.57 
 China Merchants Bank           42.96      42.96      +0.24      +0.56 
 China Minsheng Banking A        4.04       4.04       unch       unch 
 Chn Petro & Chem Sinopec        5.67       5.67      +0.01      +0.18 
 China Southern Airlines         7.29       7.29      +0.05      +0.69 
 China United Ntwk Comms         5.50       5.50      -0.03      -0.54 
 China Yangtze Power A          28.62      28.62      +0.09      +0.32 
 Chongqing Brewery A            54.35      54.35      +0.35      +0.65 
 CITIC Securities A             29.06      29.06      -0.24      -0.82 
 COSCO SHIPPING Engy A          12.41      12.41       unch       unch 
 COSCO SHIPPING Special A        7.49       7.49      +0.08      +1.08 
 Daqin Railway                   5.73       5.73      -0.01      -0.17 
 Dongfeng Automobile A           7.85       7.85      +0.08      +1.03 
 Fujian Yanjing Huiquan         12.06      12.06      +0.09      +0.75 
 Haier Smart Home A             26.88      26.88      -0.22      -0.81 
 Hainan Airlines Hldg A          1.83       1.83      -0.01      -0.54 
 Hisense Visual Tech A          25.50      25.50      +0.02      +0.08 
 Hua Xia Bank A                  6.99       6.99       unch       unch 
 Huadian Power Intl              5.47       5.47      -0.07      -1.26 
 Huaneng Pwr Intl                8.19       8.19      -0.08      -0.97 
 INESA Intelligent Tech A       19.19      19.19      -0.08      -0.42 
 Jiangsu Expressway A           13.81      13.81      -0.09      -0.65 
 Jiangxi Copper A               39.27      39.27      -0.98      -2.43 
 Lucky Film A                    7.78       7.78      +0.06      +0.78 
 Maanshan Iron & Steel A         4.37       4.37      +0.34      +8.44 
 Nanjing Iron & Steel A          5.49       5.49      +0.01      +0.18 
 SAIC Motor A                   15.90      15.90      -0.18      -1.12 
 Shandong Gold-Mining A         36.10      36.10      -0.31      -0.85 
 Shanghai Bailian Group A        9.26       9.26      +0.09      +0.98 
 Shanghai Pudong Dev Bank       11.67      11.67      -0.02      -0.17 
 Shanghai Xinhua Media A         6.89       6.89      -0.04      -0.58 
 Shenyang Jinbei Auto A          5.00       5.00      +0.05      +1.01 
 Sichuan Changhong Elec A       10.04      10.04      -0.11      -1.08 
 SINOPEC Oilfield Svc A          2.35       2.35      +0.02      +0.86 
 SINOPEC Shanghai PetroChm       2.83       2.83      +0.01      +0.35 
 Tsingtao Brewery A             66.16      66.16       unch       unch 
 Yankuang Energy Group A        15.16      15.16      -0.57      -3.62 
 Zhongjin Gold A                21.41      21.41      -0.06      -0.28 
 
Source: FactSet 

                                Close      Prior     Change   % Change 
                                -----      -----     ------   -------- 
 Air China A                     8.30       8.30      -0.01      -0.12 
 Anhui Conch Cement A           23.32      23.32      +0.31      +1.35 
 Bank of China                   5.64       5.64      -0.02      -0.35 
 Baoshan Iron & Steel A          7.65       7.65      -0.09      -1.16 
 Bright Dairy & Food A           8.37       8.37       unch       unch 
 China Eastern Airlines A        4.90       4.90      -0.06      -1.21 
 China Merchants Bank           42.51      42.51      +0.17      +0.40 
 China Minsheng Banking A        4.03       4.03       unch       unch 
 Chn Petro & Chem Sinopec        5.61       5.61      +0.06      +1.08 
 China Southern Airlines         6.98       6.98      -0.02      -0.29 
 China United Ntwk Comms         5.51       5.51      +0.04      +0.73 
 China Yangtze Power A          28.52      28.52      +0.02      +0.07 
 Chongqing Brewery A            53.06      53.06      -0.16      -0.30 
 CITIC Securities A             29.00      29.00      -0.19      -0.65 
 COSCO SHIPPING Engy A          12.68      12.68      +0.17      +1.36 
 COSCO SHIPPING Special A        7.32       7.32      +0.11      +1.53 
 Daqin Railway                   5.74       5.74       unch       unch 
 Dongfeng Automobile A           7.82       7.82      -0.03      -0.38 
 Fujian Yanjing Huiquan         11.65      11.65      -0.03      -0.26 
 Haier Smart Home A             26.60      26.60      -0.09      -0.34 
 Hainan Airlines Hldg A          1.83       1.83      +0.03      +1.67 
 Hisense Visual Tech A          24.15      24.15      -0.23      -0.94 
 Hua Xia Bank A                  6.94       6.94       unch       unch 
 Huadian Power Intl              5.56       5.56      -0.03      -0.54 
 Huaneng Pwr Intl                8.25       8.25      -0.02      -0.24 
 INESA Intelligent Tech A       19.25      19.25      -0.15      -0.77 
 Jiangsu Expressway A           13.77      13.77      -0.09      -0.65 
 Jiangxi Copper A               39.87      39.87      -0.08      -0.20 
 Lucky Film A                    7.70       7.70      +0.07      +0.92 
 Maanshan Iron & Steel A         4.20       4.20      +0.10      +2.44 
 Nanjing Iron & Steel A          5.57       5.57      -0.05      -0.89 
 SAIC Motor A                   15.97      15.97      +0.09      +0.57 
 Shandong Gold-Mining A         35.21      35.21      +0.03      +0.09 
 Shanghai Bailian Group A        8.95       8.95      +0.03      +0.34 
 Shanghai Pudong Dev Bank       11.70      11.70      +0.04      +0.34 
 Shanghai Xinhua Media A         6.88       6.88      -0.05      -0.72 
 Shenyang Jinbei Auto A          4.90       4.90      +0.03      +0.62 
 Sichuan Changhong Elec A       10.07      10.07      -0.07      -0.69 
 SINOPEC Oilfield Svc A          2.31       2.31      -0.01      -0.43 
 SINOPEC Shanghai PetroChm       2.80       2.80      +0.04      +1.45 
 Tsingtao Brewery A             64.93      64.93      -0.22      -0.34 
 Yankuang Energy Group A        15.44      15.44      -0.10      -0.64 
 Zhongjin Gold A                21.08      21.08      +0.01      +0.05 
 
Source: FactSet 

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)

THIRD QUARTERLY REPORT OF 2025

This announcement is made pursuant to Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and Rule 13.09 and Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

The board of directors (the "Board") of Air China Limited (the "Company", together with its subsidiaries, the "Group") held a meeting of the Board on 30 October 2025 and passed the resolution approving the third quarterly report of 2025 (the "Quarterly Report") of the Company for the period ended 30 September 2025 prepared in accordance with the PRC Accounting Standards for Business Enterprises.

IMPORTANT NOTICE

The Board of the Company together with the directors and the senior management of the Company guarantee that the contents of the Quarterly Report are true, accurate and complete and do not contain any false representation, misleading statement or material omission, and shall jointly and severally accept legal liability.

The person in charge of the Company, person in charge of accounting function and person in charge of accounting department (accounting superintendent) hereby guarantee that the financial information set out in the Quarterly Report is true, accurate and complete.

Whether the financial statements of the third quarter are audited

 Yes    No

1.       MAJOR FINANCIAL DATA

(1)     Major accounting data and financial indicators

Unit: RMB'000

Note: the "Reporting Period" or the "Period" refers to the three-month period from the beginning of this quarter to the end of this quarter, the same below.

(2)     Items and amounts of non-recurring profits and losses

 Applicable     Not applicable

Unit: RMB'000

Explanation on recognising items not listed in the "Explanatory Announcement No. 1 on Information Disclosure of Companies That Issue Securities to the Public - Non-recurring Profits and Losses" (《公開發行證券的公司信息披露解釋性公告第1號－非經常性損益》) as non-recurring profits and losses items with significant amounts and defining non-recurring profits and losses items listed in the "Explanatory Announcement No. 1 on Information Disclosure of Companies That Issue Securities to the Public - Non-recurring Profits and Losses" (《公開發行證券的公司信息披露解釋性公告第1號－非經常性損益》) as recurring profits and losses items of the Company.

  Applicable   Not applicable

(3)  Particulars of, and reasons for, changes in major accounting data and financial indicators

 Applicable    Not applicable

2.       INFORMATION OF SHAREHOLDERS

(1)     Total number of holders of ordinary shares, the number of holders of preference shares with restored voting rights and the particulars of the top 10 shareholders

Unit: share

1.      HKSCC NOMINEES LIMITED is a subsidiary of The Stock Exchange of Hong Kong Limited and its principal business is acting as nominee for and on behalf of other corporate shareholders or individual shareholders. The number of shares of the Company held by it does not include the 166,852,000 shares held by it as nominee of CNACG.

2.      According to the "Implementation Measures on Partial Transfer of State-owned Shares to the National Social Security Fund in the Domestic Securities Market" (Cai Qi [2009]No. 94) (《境內證券市場轉持部分國有股充實全國社會保障基金實施辦法》(財企[2009]94號)) and the Notice (2009 No. 63) jointly issued by the Ministry of Finance, the State-owned Assets Supervision and Administration Commission of the State Council, China Securities Regulatory Commission and the National Council for Social Security Fund, 127,445,536 and 36,454,464 shares held by CNAHC, the controlling shareholder of the Company, and CNACG respectively are frozen at present.

Share lent through securities lending and refinancing by shareholders holding more than 5% of the shares, top 10 shareholders and top 10 shareholders not subject to selling restrictions

  Applicable   Not applicable

Changes in top 10 shareholders and top 10 shareholders not subject to selling restrictions from the previous period due to lending/returning of shares through securities lending and refinancing

  Applicable   Not applicable

3.       OTHER REMINDER

Other important information that needs to be brought to the attention of investors regarding the Company's operations during the Reporting Period

  Applicable   Not applicable

4.       QUARTERLY FINANCIAL STATEMENTS

(1)     Type of audit opinion

  Applicable   Not applicable

(2)     Financial statements

CONSOLIDATED BALANCE SHEET

30 September 2025

Prepared by Air China Limited

Unit: RMB'000 (Unaudited)

Person in charge of the Company: Liu Tiexiang

Person in charge of accounting function: Sun Yuquan

Person in charge of accounting department: Bai Dongming

CONSOLIDATED INCOME STATEMENT

January to September 2025

Prepared by Air China Limited

Unit: RMB'000 (Unaudited)

For business combination under common control during the Period, the net profit of merged party before the business combination is RMB0, and the net profit of the merged party for the last period is RMB0.

Person in charge of the Company: Liu Tiexiang

Person in charge of accounting function: Sun Yuquan

Person in charge of accounting department: Bai Dongming

CONSOLIDATED CASH FLOW STATEMENT

January to September 2025

Prepared by Air China Limited

Unit: RMB'000 (Unaudited)