Air China Announcement of AGM

Air China Ld
15 April 2008



 (a joint stock limited company incorporated in the People's Republic of China
                            with limited liability)
                               (Stock Code: 753)

                        NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting ('AGM') of Air China
Limited (the 'Company') for the year ended 31 December 2007 will be held at 9:30
a.m. on Friday, 30 May 2008 at The Conference Room, Air China Building, 36
Xiaoyun Road, Chaoyang District, Beijing, PRC for the following purposes:

1.       To consider and approve the report of the Board of Directors of the
Company for the year 2007;

2.      To consider and approve the report of the Supervisory Committee of the
Company for the year 2007;

3.      To consider and approve the audited consolidated financial statements of
the Company for the year 2007 prepared under the Accounting Standards for
Enterprises of the PRC and International Financial Reporting Standards;

4.      To consider and approve the profit distribution proposal and the
dividends distribution proposal for the year 2007 as recommended by the Board of
Directors of the Company and to authorize the management of the Company to
implement such proposals;

5.      To consider and approve the reappointment of Ernst & Young as the
Company's international auditors and Ernst & Young Hua Ming CPAs Limited Company
as the Company's domestic auditors for the year ending 31 December 2008 and to
authorise the Board of Directors of the Company to determine their
remunerations;

6.      To consider and approve the following resolutions as special
resolutions:

6A.    'THAT:

(a)    subject to paragraph (c) below, the exercise by the Board of Directors of
the Company during the Relevant Period (as hereafter defined in paragraph (d))
of all the powers of the Company to allot, issue and deal with additional shares
of the Company ('Shares') and to make or grant offers, agreements and options
which might require the exercise of such powers be and are hereby generally and
unconditionally approved;

(b)    the approval in paragraph (a) above shall authorise the Board of
Directors of the Company during the Relevant Period to make or grant offers,
agreements and options which might require the exercise of such powers after the
end of the Relevant Period;

(c)    the amount of additional A Shares and overseas-listed foreign Shares ('H
Shares') (as the case may be) allotted, issued and dealt with or agreed
conditionally or unconditionally to be allotted, issued and dealt with either
separately or concurrently by the Board of Directors of the Company pursuant to
the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights
Issue (as hereafter defined) or (ii) any scrip dividend or similar arrangement
providing for the allotment of shares in lieu of the whole or part of a dividend
on Shares in accordance with the Articles of Association of the Company, shall
not exceed 20% of each of the Company's existing A Shares and H Shares (as the
case may be) in issue at the date of passing this special resolution; and

(d)    for the purpose of special resolution 6A:

'Relevant Period' means the period from the passing of special resolution 6A
until the earlier of:

(i)     the conclusion of the next annual general meeting of the Company;

(ii)     the expiration of the 12 months period following the passing of special
resolution 6A; and

(iii)    the revocation or variation of the authority given to the Board of
Directors of the Company under this special resolution by a special resolution
of the Company's shareholders in general meetings.

'Rights Issue' means an offer of shares open for a period fixed by the Board of
Directors of the Company to holders of Shares on the register of members on a
fixed record date in proportion of their then holdings of such Shares (subject
to such exclusion or other arrangements as the Board of Directors of the Company
may deem necessary or expedient in relation to fractional entitlements or having
regard to any legal or practical restrictions or obligations under the laws of,
or the requirement of, any recognised regulatory body or any stock exchange in
any territory applicable to the Company) and an offer, allotment or issue of
shares by way of rights shall be construed accordingly.'

6B.   'THAT the Board of Directors of the Company be and is hereby authorised to
increase the registered capital of the Company to reflect the issue of shares
authorised under special resolution 6A, and to make such appropriate and
necessary amendments to the Articles of Association of the Company as they think
fit to reflect such increases in the registered capital of the Company and to
take any other action and complete any formality required to effect such
increase of the registered capital of the Company.'

6C.    'THAT, the proposed amendment to the first paragraph of Article 105 of
the Articles of Association of the Company, i.e. the number of Directors of the
Board is changed from 13 to 12, is hereby approved.'


                                                 By order of the Board
                                                   Air China Limited
                                                       Kong Dong
                                              Acting Chairman of the Board


Beijing, PRC, 14 April 2008

As at the date of this announcement, the Directors of the Company are Messrs
Kong Dong, Wang Shixiang, Yao Weiting, Ma Xulun, Christopher Dale Pratt, Chen
Nan Lok, Philip, Cai Jianjiang, Fan Cheng, Hu Hung Lick, Henry, Wu Zhipan, Zhang
Ke and Jia Kang.

Notes:

1.        Closure of register of members and eligibility for attending the AGM

Holders of H Shares of the Company are advised that the register of members of
the Company will close from 1 May 2008 to 30 May 2008 (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 at the AGM and qualify for the
final dividends, 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, by 4:00 p.m. on 30 April
2008. The final dividends are expected to be paid on 26 June 2008 after it is
approved at the AGM.

Shareholders of the Company whose names appear on the register of members of the
Company at the close of business on 30 April 2008 are entitled to attend the
AGM.

2.        Notice of attendance

Shareholders who intend to attend the AGM should complete and lodge the
accompanying notice of attendance and return it to, for holders of H Shares, the
Company's H Share registrar, or for holders of A Shares, the Company's Board
Secretariat, on or before 9 May 2008. The notice of attendance may be delivered
by hand, by post or by fax to the Company's H Share registrar, or to the address
of the Company's Board Secretariat (as may be applicable). Completion and return
of the notice of attendance do not affect the right of a shareholder to attend
the AGM. However, the failure to return the notice of attendance may result in
an adjournment of the AGM, if the number of shares carrying the right to vote
represented by the shareholders proposing to attend the AGM by the notice of
attendance does not reach more than half of the total number of shares of the
Company carrying the right to vote at the AGM.

3.        Proxy

Every shareholder who has the right to attend and vote at the AGM is entitled to
appoint one or more proxies, whether or not they are members of the Company, to
attend and vote on his behalf at the AGM.

A proxy shall be appointed by an instrument in writing. Such instrument shall be
signed by the appointer 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 or at the address of the Company's
Board Secretariat for holders of A Shares not less than 24 hours before the time
appointed for the holding of the AGM. 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 or the address of the Company's Board
Secretariat (as may be applicable).

4.        Other businesses

(i)        The AGM is expected to last for two hours. Shareholders and their
proxies attending the meeting shall be responsible for their own traveling and
accommodation expenses.

(ii)       The address of Computershare Hong Kong Investor Services Limited is:

Room 1806-1807
Hopewell Centre
183 Queen's Road East
Wanchai
Hong Kong
Tel No.: (852) 2862 8628
Fax No.: (852) 2865 0990

(iii)      The address of the Company's Board Secretariat is:

Secretariat of the Board
Air China Limited
South Terminal
Beijing Capital International Airport
Chaoyang District
Beijing 100621
PRC
Tel No.: (86 10) 6146 2791
Fax No.: (86 10) 6146 2805
Contact Person: Mr. Guo Jinghua


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