56f9a568-0b60-4a21-b44f-22d21851eec1.pdf

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.





(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 00753)


NOTICE OF H SHAREHOLDERS' CLASS MEETING


NOTICE IS HEREBY GIVEN that the class meeting for holders of H Shares (the "H Shareholders' Class Meeting") of Air China Limited (the "Company") will be held at 2:00 p.m. on 26 January 2016 at The Conference Room One, 29/F, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, the PRC to consider and, if thought fit, to pass the following resolutions. Unless otherwise indicated, capitalised terms used herein shall have the same meaning as those defined in the announcement of the Company dated 11 December 2015.


Special Resolutions:


  1. To consider and approve each of the following proposals concerning the Non-public A Share Issue of the Company:


    1. Class of Shares and Nominal Value


    2. Method and timing of Issue


    3. Offering Size


    4. Target Subscriber and Subscription Method


    5. Pricing Basis and Issue Price


    6. Lock-up Period


    7. Accumulated Profit Arrangement

    8. Place of Listing


    9. Effectiveness of the Resolution Approving the Non-public A Share Issue


    10. Amount and Use of Proceeds


    11. To consider and approve the Share Subscription Agreement entered into by and between the Company and CNAHC of the transaction contemplated thereunder.


      12. By order of the Board

      Air China Limited Rao Xinyu Tam Shuit Mui

      Joint Company Secretaries


      Beijing, the PRC, 11 December 2015


      As at the date of this notice, the directors of the Company are Mr. Cai Jianjiang, Ms. Wang Yinxiang, Mr. Cao Jianxiong, Mr. Feng Gang, Mr. John Robert Slosar, Mr. Ian Sai Cheung Shiu, Mr. Song Zhiyong, Mr. Fan Cheng, Mr. Fu Yang*, Mr. Pan Xiaojiang*, Mr. Simon To Chi Keung* and Mr. Stanley Hui Hon-chung*.


      * Independent non-executive director of the Company Notes:

      1. Shareholders' circular


        A circular containing the details in relation to the aforesaid resolutions will be despatched to the Shareholders as soon as practicable.


      2. Closure of register of members and eligibility for attending and voting at the H Shareholders' Class Meeting


        Holders of H Shares of the Company are advised that the register of members of the Company will close from Friday, 25 December 2015 to Tuesday, 26 January 2016 (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 H Shareholders' Class Meeting, instruments of transfer accompanied by share certificates and other appropriate documents must be lodged 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, Wanchai, Hong Kong, by 4:30 p.m. on Thursday, 24 December 2015.


        H Shareholders of the Company whose names appear on the register of members of the Company at the close of business on Thursday, 24 December 2015 are entitled to attend and vote at the H Shareholders' Class Meeting.

      3. Notice of attendance


        H Shareholders who intend to attend the H Shareholders' Class Meeting should complete and lodge the accompanying notice of attendance and return it to the Company's H Share registrar on or before Wednesday, 6 January 2016. The notice of attendance may be delivered by hand, by post or by fax to the Company's H Share registrar. Completion and return of the notice of attendance do not affect the right of a shareholder to attend and vote at the H Shareholders' Class Meeting. However, the failure to return the notice of attendance may result in an adjournment of the H Shareholders' Class Meeting, if the number of shares carrying the right to vote represented by the shareholders proposing to attend the H Shareholders' Class Meeting by the notice of attendance does not reach more than half of the total number of H Shares of the Company carrying the right to vote at the H Shareholders' Class Meeting.


      4. Proxy


        Every shareholder who has the right to attend and vote at the H Shareholders' Class Meeting 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 H Shareholders' Class Meeting.


        A proxy shall be appointed by an instrument in writing. Such instrument shall be signed by the appointor or his attorney duly authorised in writing. If the appointer 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 authorised in writing. The instrument appointing the proxy shall be deposited at the Company's H Share registrar for holders of H Shares not less than 24 hours before the time specified for the holding of the H Shareholders' Class Meeting. If the instrument appointing the proxy is signed by a person authorised by the appointer, the power of attorney or other document of authority under which the instrument is signed shall be notarised. The notarised 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.


      5. Other businesses


        1. The H Shareholders' Class Meeting is expected to last for one hour and thirty minutes. Shareholders and their proxies attending the meeting shall be responsible for their own traveling and accommodation expenses.

        2. The address of Computershare Hong Kong Investor Services Limited is: 17M Floor

          3. Hopewell Centre

          183 Queen's Road East Wanchai

          Hong Kong

          Tel No.: (852) 2862 8628

          Fax No.: (852) 2865 0990

      distributed by