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 APPOINT (Note
4)the chairman of the
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, 25 February 2025 at The Conference Room C713, No. 30
Tianzhu Road, Airport Industrial Zone, Shunyi District, Beijing,
the PRC (the "Meeting") for
the purpose of considering and, if thought fit, passing the
resolutions (the "Resolutions") as set out in the notice
(the "Notice") convening
the Meeting; and (b) at the 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.
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ORDINARY RESOLUTION
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FOR (Note 5)
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AGAINST (Note 5)
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ABSTAIN (Note 5)
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1. To consider and approve the
Remuneration of the Directors of the Seventh Session of the board
(the "Board") of
directors
(the "Director(s)") of the Company.
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ORDINARY RESOLUTIONS
(BY WAY OF CUMULATIVE
VOTING)
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CUMULATIVE VOTING (Note 11)
(Please insert the number of votes)
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2.00 To consider and approve the
election of non-independent Directors of the seventh session of the
Board:
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2.01
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To consider and approve the election
of Mr. Ma Chongxian as
an executive Director of the seventh
session of the Board;
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2.02
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To consider and approve the election
of Mr. Wang Mingyuan as an executive Director of the seventh
session of the Board;
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2.03
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To consider and approve the election
of Mr. Cui Xiaofeng as a non-executive Director of the seventh
session of the Board;
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2.04
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To consider and approve the election
of Mr. Patrick Healy as a non-executive Director of the seventh
session of the Board.
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3.00 To consider and approve the
election of independent non- executive Directors of the seventh
session of the Board:
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3.01
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To consider and approve the election
of Mr. Xu Niansha as an
independent non-executive Director
of the seventh session of the Board;
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3.02
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To consider and approve the election
of Mr. He Yun as an independent non-executive Director of the
seventh session of the Board;
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3.03
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To consider and approve the election
of Ms. Winnie Tam
Wan-chi as an independent
non-executive Director of the seventh session of the
Board;
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3.04
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To consider and approve the election
of Mr. Gao Chunlei as an independent non-executive Director of the
seventh session
of the Board.
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Dated this
day of
2025
Signature (Note
6):
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 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 Meeting is preferred, please
strike out the words "the chairman of the 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 Meeting) are named as proxies and the
words "the chairman of the 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
notarized.
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 Meeting (or any
adjournment thereof).
8. Completion and delivery of a form of proxy will not preclude
you from attending and/or voting at the 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 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.
11. "Cumulative voting system" will be used in respect of
resolutions no. 2.00 and no. 3.00 whereas other resolutions will be
voted by normal voting.
No ballot will be cast "For",
"Against" or "Abstain" in cumulative voting. You are requested to
fill in the corresponding voting right in the "cumulative voting"
column against the name of each candidate.
When adopting the cumulative voting
method for electing directors as proposed in resolutions no. 2.00
and no. 3.00, each of the shares held by a shareholder shall carry
the same number of votes corresponding to the number of directors
to be elected. A shareholder may exercise his voting rights by
splitting his votes evenly for each of the candidates of directors
corresponding to the number of shares he holds; or by casting all
his votes carried by each of his shares corresponding to the number
of directors to be elected for a particular candidate of directors;
or by casting a portion of his votes carried by each of his shares
corresponding to the number of directors to be elected for a
certain number of candidates of directors.
For example: in relation to
resolution no. 3.00, under the cumulative voting system, the
maximum valid votes that a shareholder is entitled to cast for the
election of independent non-executive directors are calculated on
the basis of the total number of shares held by such shareholder
times the number of independent non-executive directors to be
elected (4 persons). If such shareholder holds 100 shares, then the
maximum valid votes he can cast = 100 (the number of shares held by
him) X 4 = 400. The shareholder could cast 400 votes evenly among 4
candidates, or to place all his votes on one particular candidate,
or to split his votes to several candidates.
Where the total number of votes cast
by a shareholder for one or several of the candidate(s) of
directors is in excess of the number of votes carried by the total
number of shares held by him, the votes cast by the shareholder
shall be invalid, and the shareholder shall be deemed to have
waived his voting rights. Where the total number of votes cast for
one or several candidate(s) of directors by a shareholder is less
than the number of votes carried by the total number of shares held
by such shareholder, the votes cast by the shareholder shall be
valid, and the voting rights attached to the shortfall between the
votes actually cast and the votes which the shareholder is entitled
to cast shall be deemed to have been waived by the shareholder.
