PROPOSED APPOINTMENT OF NED RESIGNATION OF INED

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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)

PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR

PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR

The board of directors (the "Board") of Air China Limited (the "Company") resolved on 21 January 2020 to propose  to appoint Mr. Feng Gang ("Mr. Feng")  as non-executive director of the Company.  The proposed appointment is subject to the approval by shareholders of the Company (the "Shareholders") at the general meeting of the Company. Due to adjustment of work arrangement, Mr. Feng resigned from his position as vice president of the Company with effect from 21 January  2020.

Mr. Feng Gang, aged 56, graduated from Sichuan University majoring in semiconductor. He started his career in July 1984. Mr. Feng was the Deputy General Manager of China Southwest Airlines, the Assistant to President of Air China International Corporation, and the General Manager and Secretary of the Communist Party Committee of China National Aviation  Holding  Assets  Management  Company. He was appointed as the Chairman, President  and  Deputy  Secretary  of  the  Communist Party Committee of Shandong Aviation Group Corporation from May 2007 to April 2010. He served as the General Manager and Deputy Secretary of the Communist  Party  Committee  of  Shenzhen Airlines Company Limited from April 2010 to April 2014. He also served as Vice President and a member of the Standing Committee of the Communist Party Committee of the Company from April  2010 to August 2014. From April 2014 to November 2019, Mr. Feng served as the Deputy General Manager and a member of the Communist Party Group of China National  Aviation  Holding  Corporation Limited. He has also been serving as the Chairman of China  National  Aviation  Construction and Development Company and China Air Express Co., Ltd. since June 2014. He was appointed as non-executive director of the Company from August 2014 to October 2017. He has been serving as the Vice Chairman of Tibet Airlines Company Limited since May 2018. He served as Vice President and a member of the Standing Committee of the Communist Party Committee of the Company from May 2017 to November 2019. He has been serving as director and Deputy Secretary of the Communist Party Group of China National Aviation Holding Corporation Limited,  and  the Deputy Secretary of the Communist Party Committee of the Company since November 2019.

Save as disclosed above and as at the date of this announcement, Mr. Feng does not have any  relationship with any directors, senior management, substantial shareholder(s) or controlling shareholder(s) of the Company or hold any  other  positions  in  the  Company  or  any  of  its subsidiaries, or any directorship in other listed companies in the last three years.

As at the date of this announcement, Mr. Feng does not have any interest  in  the  shares  of  the  Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Upon approval of Mr. Feng's appointment at a general meeting of the Company, Mr. Feng will enter   into a service contract with the Company for a term commencing on the date of approval by the Shareholders of his appointment and ending on the expiry of the term of the current session of the  Board. Mr. Feng will not receive any remuneration for his serving as director of the Company.

Save as disclosed above, the Board is not aware of any other matters in relation to the proposed appointment of Mr. Feng as non-executive director of the Company that need to be brought to the attention of the Shareholders nor any information that is required to be disclosed pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited(the "Hong Kong Listing Rules").

A notice of general meeting of the Company containing, among others, detailed information of the above-mentioned matters will be despatched to the Shareholders in due course.

RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The Board received a resignation letter from Mr. Liu Deheng ("Mr. Liu"), an independent non-  executive director of the Company recently. Due to personal reason, Mr. Liu tendered to the Board his resignation as an independent non-executive director of the Company, a member and the chairman  of the Audit and Risk Control Committee of the Board and a member of the Strategy and Investment Committee of the Board, with effect from 21 January 2020.

Mr. Liu has confirmed that he has no disagreement with the Board and the Company, and that he is not aware of any other matters relating to his resignation that need to be brought to the attention of  the Shareholders. During his tenure as independent non-executive director of the Company, Mr.  Liu  has worked diligently and played an important role in  standardised  operation  and  healthy development of the Company. The Board would like to express its sincere gratitude to Mr. Liu for his outstanding contribution to the Company during his tenure.

Following the resignation of Mr. Liu, the Company will fail to meet (i) the requirement of at least one of the independent non-executive directors having appropriate professional qualifications or appropriate accounting or related financial management expertise under Rule  3.10(2) of the Hong Kong Listing Rules; and (ii) the composition requirement of the audit committee under Rule 3.21 of  the Hong Kong Listing Rules. 

The Company will seek suitable candidate to fill the vacancy and expects replacement to be appointed within three months from the date hereof pursuant to Rules 3.11 and 3.23 of the Hong Kong Listing Rules. The Company will make further announcement as and when appropriate.