Air China Regulatory News (AIRC)

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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)

PAYMENT OF THE FINAL DIVIDENDS

Reference is made to the announcement of Air China Limited (the "Company") dated 25 May 2018 in relation to the poll results of the 2017 annual general meeting of the Company (the "AGM"). The Company's shareholders approved the profit distribution proposal for the year of 2017 at the AGM.

The Company will pay a final dividend of RMB1.1497 per ten shares (including tax) (equivalent to HK$1.4189 per ten shares) for the year ended 31 December 2017 (the "2017 Final Dividends"). For H shares, as set out in the circular of the Company dated 4 April 2018, the 2017 Final Dividends will be paid to holders of H shares of the Company whose names appear on the register of members of the Company on Tuesday, 5 June 2018. Dividends payable to the Company's shareholders shall be denominated and declared in Renminbi.

PAYMENT OF THE FINAL DIVIDENDS

The board of directors of the Company (the "Board") wishes to inform the shareholders of the Company that details of the payment of the 2017 Final Dividends are as follows:

1. Holders of H shares of the Company (excluding mainland investors who invest in the H shares of the Company via the Shanghai-Hong Kong Stock Connect or Shenzhen-Hong Kong Stock Connect)

Dividends payable to the holders of H shares of the Company (excluding mainland investors who invest in the H shares of the Company via the Shanghai-Hong Kong Stock Connect or Shenzhen-Hong Kong Stock Connect) shall be paid in Hong Kong dollars. The amount of Hong Kong dollars payable shall be calculated on the basis of the average of the middle rate of

Renminbi to Hong Kong dollars as announced by the People's Bank of China for the calendar week prior to the declaration of the 2017 Final Dividends at the AGM (RMB0.81026 equivalent to HK$1.00).

The Company has appointed Bank of China (Hong Kong) Trustees Limited as the receiving agent in Hong Kong (the "Receiving Agent") and will pay to such Receiving Agent the 2017 Final Dividends declared for payment to holders of H shares of the Company (excluding mainland investors who invest in the H shares of the Company via the Shanghai-Hong Kong Stock Connect or Shenzhen-Hong Kong Stock Connect). The Receiving Agent will pay the 2017 Final Dividends on 4 July 2018. Relevant cheques will be dispatched to holders of H shares of the Company (excluding mainland investors who invest in the H shares of the Company via the Shanghai-Hong Kong Stock Connect or Shenzhen-Hong Kong Stock Connect) entitled to receive such dividends by ordinary post and at their own risk on or around 4 July 2018.

2. Mainland investors investing in the H shares of the Company via the Shanghai-Hong Kong Stock Connect or Shenzhen-Hong Kong Stock Connect

Dividends payable to mainland investors who invest in the H shares of the Company via the Shanghai-Hong Kong Stock Connect or Shenzhen-Hong Kong Stock Connect will be paid in Renminbi by China Securities Depository and Clearing Corporation Limited (the "CSDC") as entrusted by the Company. The Company will pay the 2017 Final Dividends to CSDC on 4 July 2018 for distribution thereafter.

3. Holders of A shares of the Company

Dividends payable to the holders of A shares of the Company shall be paid in Renminbi. The 2017 Final Dividends will be paid on 4 July 2018 to holders of A shares of the Company registered with the Shanghai Branch of CSDC after the close of trading hours of the Shanghai Stock Exchange in the afternoon on 3 July 2018.

TAXATION ON THE FINAL DIVIDENDS

In accordance with the "Enterprise Income Tax Law of the People' s Republic of China" 《( 中華人民共和國企業所得稅法》) and the "Rules for the Implementation of the Enterprise Income Tax Law of the People's Republic of China" 《( 中華人民共和國企業所得稅法實施條例》), both implemented on 1 January 2008 and the "Notice of the State Administration of Taxation on Issues Relevant to the Withholding of Enterprise Income Tax on Dividends Paid by PRC Enterprises to Offshore Nonresident Enterprise Holders of H Shares" (Guo Shui Han [2008] No. 897) 《( 關於中國居民企業向境外H股非居民企業股東派發股息代扣代繳企業所得稅有關問題的通知》(國稅函[2008]897號))  promulgated on 6 November 2008, the Company is obliged to withhold and pay PRC enterprise income tax on behalf of non-resident enterprise shareholders at a tax rate of 10% from 2008 onwards when the Company distributes any dividends to non-resident enterprise shareholders whose names appear on the register of members of H shares of the Company. As such, any H shares of the Company which are not registered in the name(s) of individual(s) (which, for this purpose, includes shares registered in the name of HKSCC Nominees Limited, other nominees, trustees, or other organisations or groups) shall be deemed to be H shares held by non-resident enterprise shareholder(s), and the PRC enterprise income tax shall be withheld from any dividends payable thereon. Non-resident enterprise shareholders may wish to apply for a tax refund (if any) in accordance with the relevant requirements, such as tax agreements (arrangements), upon receipt of any dividends.

In accordance with the "Circular on Certain Issues Concerning the Policies of Individual Income Tax"

(Cai Shui Zi [1994] No.020)《( 關於個人所得稅若干政策問題的通知》(財稅字[1994]020號))

promulgated by the Ministry of Finance and the State Administration of Taxation on 13 May 1994, overseas individuals are, as an interim measure, exempted from the PRC individual income tax for dividends or bonuses received from foreign-invested enterprises. As the Company is a foreign invested enterprise, the Company will not withhold and pay the individual income tax on behalf of individual shareholders when the Company distributes the 2017 Final Dividends to individual shareholders whose names appear on the register of members of H shares of the Company.

Pursuant to the "Circular on Tax Policies Concerning the Pilot Programme of the Shanghai and Hong

Kong Stock Market Trading Interconnection Mechanism (Cai Shui [2014] No. 81) 《( 關於滬港股票市

場交易互聯互通機制試點有關稅收政策的通知》(財稅[2014]81號)) promulgated on 31 October

2014 and the Circular on Tax Policies Concerning the Pilot Programme of the Shenzhen and Hong

Kong Stock Connect (Cai Shui [2016] No. 127) 《( 關於深港股票市場交易互聯互通機制試點有關稅

收政策的通知》(財稅[2016]127號)) promulgated on 5 November 2016:

• For mainland individual investors who invest in the H shares of the Company via the Shanghai- Hong Kong Stock Connect or Shenzhen-Hong Kong Stock Connect, the Company will withhold individual income tax at the rate of 20% in the distribution of the 2017 Final Dividends. Where individual investors have already paid foreign withholding taxes for such income, investors may apply to the competent tax authorities of CSDC for tax credit with valid tax withholding certificates. For mainland securities investment funds that invest in the H shares of the Company via the Shanghai-Hong Kong Stock Connect or Shenzhen-Hong Kong Stock Connect, the Company will withhold individual income tax in the distribution of the 2017 Final Dividends pursuant to the foregoing provisions; and

• For mainland corporate investors that invest in the H shares of the Company via the Shanghai- Hong Kong Stock Connect or Shenzhen-Hong Kong Stock Connect, the Company will not withhold the income tax in the distribution of the 2017 Final Dividends and the mainland corporate investors shall file the tax returns on their own.

•

Shareholders are recommended to consult their tax advisors for the tax effects in Mainland China, Hong Kong and other countries (regions) regarding the ownership and disposal of H shares of the Company.

By order of the Board

Zhou Feng Tam Shuit Mui 

Air China Limited

Joint Company Secretaries

Beijing, the PRC, 25 June 2018

As at the date of this announcement, the directors of the Company are Mr. Cai Jianjiang, Mr. Song Zhiyong, Mr. John Robert Slosar, Mr. Xue Yasong, Mr. Wang Xiaokang*, Mr. Liu Deheng*, Mr. Stanley Hui Hon-chung* and Mr. Li Dajin*.

* Independent non-executive director of the Company