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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)

(1) PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION OF THE COMPANY AND THE ABOLISHMENT OF THE SUPERVISORY COMMITTEE AND

(2)  PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES OF SHAREHOLDERS' MEETINGS AND THE RULES AND PROCEDURES OF

MEETINGS OF THE BOARD OF DIRECTORS

In accordance with provisions of the Company Law of the People's Republic of China (the "Company Law"), the Guidelines for the Articles of Association of Listed Companies, the Rules for Shareholders' Meetings of Listed Companies and other laws, regulations and normative documents and regulatory requirements, and in light of the actual operational and management needs of Air China Limited (the "Company"), the board (the "Board") of directors (the "Director(s)") of the Company resolved on 28 May 2025 to propose amendments to the articles of association of the Company (the "Articles of Association"), and to make corresponding amendments to the Rules and Procedures of Shareholders' Meetings and the Rules and Procedures of Meetings of the Board. Upon completion of the amendments to the Articles of Association, the Rules and Procedures of Shareholders' Meetings and the Rules and Procedures of Meetings of the Board, the Company will no longer maintain the supervisory committee (the "Supervisory Committee") and supervisor positions, with the Audit and Risk Management Committee (the Supervision Committee) under the Board exercising the functions and powers of the Supervisory Committee as stipulated under the Company Law. The Rules and Procedures of the Supervisory Committee will be repealed accordingly.

The main amendments include: (1) the abolishment of the Supervisory Committee and supervisor positions, with the Audit and Risk Management Committee (the Supervision Committee) excising the original functions and powers of the Supervisory Committee. The Rules and Procedures of the Supervisory Committee will be repealed accordingly; (2) adjustments of certain functions and powers of the shareholders' meeting and the Board; (3) addition of a new chapter on special committees of the Board to set forth the composition and authorities of the five existing special committees of the Board, and deletion of the chapter on the Supervisory Committee; (4) enhancement of shareholders' rights, which the eligibility threshold for submitting proposals to the shareholders' meeting of the Company is changed from shareholders holding, individually or collectively, 3% or more of the Company's shares to those holding, individually or collectively, 1% or more of the Company's shares; adjustments are made to the content and exercise methods of shareholders' rights to information, further strengthening protections for minority shareholders; and (5) updates or refinements to other provisions of the Articles of Association in accordance with the latest laws and regulations and normative documents.

The proposed amendments to the Articles of Association, the proposed amendments to the Rules and Procedures of Shareholders' Meetings and the proposed amendments to the Rules and Procedures of Meetings of the Board are subject to approval by the Shareholders by way of special resolutions at the upcoming 2024 annual general meeting of the Company. 

General

A circular containing, among other things, details of (i) the proposed amendments to the Articles of Association; and (ii) the proposed amendments to the Rules and Procedures of Shareholders' Meetings and the Rules and Procedures of Meetings of the Board, will be published by the Company in due course.