Air China has dispatched a circular convening its 2025 Annual Shareholders’ Meeting for 28 May 2026 in Beijing, requesting approval for a package of finance-related resolutions and routine matters.
Key Items Requiring Shareholder Consent
1. Financial Services Frameworks • Renewal of three-year agreements (2027-2029) with China National Aviation Finance (CNAF) covering: – Deposit services for the Air China Group with proposed daily balance caps of RMB 22.00 billion, RMB 23.00 billion and RMB 24.00 billion. – Credit facilities to parent China National Aviation Holding Corp. (CNAHC) capped at RMB 2.50 billion per year. – Credit facilities to Air China Cargo Group capped at RMB 6.00 billion per year. All transactions are classified as discloseable and continuing connected transactions under Hong Kong Listing Rules, requiring independent shareholder approval.
2. General Mandate for Debt Financing The Board seeks a special resolution to authorise issuance of onshore and offshore debt instruments—including ultra-short and short-term commercial paper, medium-term notes and bonds—within statutory limits, in one or multiple tranches. Final terms, tenors up to 15 years, currencies and structures would be set by the Board.
Additional Ordinary Resolutions
• 2025 financial statements and no dividend proposal due to negative distributable profits; accumulated losses stood at RMB 32.49 billion against paid-up capital of RMB 17.45 billion. • Re-appointment of KPMG (international) and KPMG Huazhen LLP (domestic & internal control) as auditors for 2026 with total expected fees of RMB 11.15 million. • Adoption of a Remuneration Management Policy and 2026 remuneration plan for directors and senior management; independent directors to receive basic pay and meeting allowances, while senior executives’ pay will continue to be linked mainly to performance. • Recognition that unrecovered losses exceed one-third of paid-up share capital.
Voting Arrangements
CNAHC and its subsidiary CNACG (53.71% shareholding) plus Cathay Pacific and associates (15.09%) must abstain from voting on the financial-services-related resolutions due to connected-party interests.
Shareholders may register by 21 May 2026; proxy forms must be lodged at Computershare Hong Kong Investor Services at least 24 hours before the meeting.