Circ re. AGM

Air China Ld
11 April 2007


                       NOTICE OF ANNUAL GENERAL MEETING





                              AIR CHINA LIMITED

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

                             (Stock Code: 753)


NOTICE IS HEREBY GIVEN that an annual general meeting ('AGM') of Air China
Limited (the 'Company') for the year ended 31 December 2006 will be held at 2:30
p.m. on Wednesday, 30 May 2007 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 2006;


2.     To consider and approve the report of the Supervisory Committee of the
Company for the year 2006;


3.     To consider and approve the audited consolidated financial statements of
the Company for the year 2006 prepared under the Accounting Standards and
Accounting System 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 2006 as recommended by the Board of
Directors of the Company and to authorize the Board of Directors 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 2007 and to
authorise the management of the Company to discuss with them matters in relation
to engagement contracts and 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) 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;





NOTICE OF ANNUAL GENERAL MEETING



(c)    the amount of additional Domestic Shares and overseas-listed foreign
invested 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 Domestic 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.'





NOTICE OF ANNUAL GENERAL MEETING



6C. 'THAT amendments to the articles of association of the Company in respect of
its business scope be and is hereby approved as follows:



The existing Article 12 of 'The primary scope of business of the Company covers:
international and domestic scheduled and non-scheduled passenger, cargo, mail
and luggage air transportation; domestic and international public services
flights, aircraft management, aircraft maintenance, agency services for
airlines, ground services associated with core businesses and air courier
services, provision of duty-free commodities onboard, and onboard sales of
commodities (subject to approval by the State Administration for Industry and
Commerce).'



are replaced by the following:



'The primary scope of business of the Company covers: international and domestic
scheduled and non-scheduled passenger, cargo, mail and luggage air
transportation; domestic and international public services flights, aircraft
management, aircraft maintenance, agency services for airlines, ground services
associated with core businesses and air courier services, provision of duty-free
commodities onboard, and onboard sales of commodities; aviation accident
insurance agency sales (subject to approval by the State Administration for
Industry and Commerce).'



This special resolution 6C is subject to approval by the relevant PRC
authorities.'


                             By order of the Board

                               Air China Limited

Li Jiaxiang

Chairman



Beijing, PRC, 11 April 2007



As at the date of this Notice, the Directors of the Company are Messrs Li
Jiaxiang, Kong Dong, Wang Shixiang, Yao Weiting, Christopher Dale Pratt, Ma
Xulun, 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 2007 to 30 May 2007 (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, 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 2007. The final dividends are
expected to be paid on 29 June 2007 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 2007 are entitled to attend the
AGM.





NOTICE OF ANNUAL GENERAL MEETING



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 Domestic Shares, the Company's
Board Secretariat, on or before 9 May 2007. 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 Domestic 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:



46th Floor
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) 6458 0753
Fax No.: (86 10) 6458 5095
Contact Person: Mr. Zhou Wu














                                AIR CHINA LIMITED


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

                                (Stock Code: 753)


                  FORM OF PROXY FOR ANNUAL 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/Domestic Shares  

(please delete as appropriate) 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 annual general meeting (or
at any adjournment thereof) of the Company to be held at 2:30 p.m. on 30 May
2007 at The Conference Room, Air China Building, 36 Xiaoyun Road, Chaoyang
District, Beijing, PRC (the 'Meeting') for the purpose of considering and, if
thought fit, passing the resolutions (the 'Resolutions') as set out in 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.



ORDINARY  RESOLUTIONS                                                                   FOR (Note 6)    AGAINST (Note 6)




1.            To consider and approve the report of the Board of Directors of
the Company for the year 2006.


2.            To consider and approve the report of the Supervisory Committee of
the Company for the year 2006.


3.            To consider and approve the audited consolidated financial
statements of the Company for the year 2006.


4.            To consider and approve the profit distribution proposal and the
dividends distribution proposal for the year 2006 as recommended by the Board of
Directors of the Company and to authorize the Board of Directors 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 2007 and to
authorise the management of the Company to discuss with them matters in relation
to engagement contracts and remunerations;



SPECIAL  RESOLUTIONS                                                                   FOR (Note 6)     AGAINST (Note 6)

6A.         To authorise the Board of Directors of the Company to exercise the
powers to allot, issue and deal with additional shares of the Company and to
make or grant offers, agreements and option which might require the exercise of
such powers in connection with not exceeding 20% of each of the existing
Domestic Shares and H Share in issue at the date of passing this resolution.

6B.         To authorise the Board of Directors of the Company to increase the
registered capital and amend the Articles of Association of the Company to
reflect such increase in the registered capital of the Company under above
general mandate.

6C.         To approve the amendment of the Articles of Association of the
Company in respect of the business scope of the Company.


Dated this _______________          day of ________________ ,2007           Signature (Note 7) _________________________



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.             If you appoint more than one proxy, the voting rights may only be
exercised by way of poll.

6.             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'. Failure to complete the boxes will entitle your voting proxy to cast
his vote at his discretion. On a show of hands, a member is entitled to one
vote. On a poll, 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. The total
number of shares referred to in the two boxes for the same resolution cannot
exceed the number of Shares stated above as held by you. Where numbers are
referred to in both boxes for the same resolution, the voting proxy will vote on
a show of hands according to the box with the larger number or, in case of an
equal number in both boxes, the voting proxy will cast his vote at his
discretion.

7.             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 notarised.

8.             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,
46th 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). For holders of Domestic Shares, the above documents must
be delivered to the Secretariat of the Board of Directors of the Company within
the same period.

9.             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.

10.           ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY
THE PERSON(S) WHO SIGN(S) IT.

11.           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.







AIR CHINA LIMITED

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

(Stock Code: 753)



ANNUAL GENERAL MEETING NOTICE OF ATTENDANCE



To: Air China Limited (the 'Company')



I/We (Note 1) __________________________________________________________________



of  __________________________________________________________________,


being the registered holder of (Note 2)  __________________________________________________________________

H/domestic shares in the share capital of the Company hereby inform the Company
that I/we intend to attend the Annual General Meeting to be held at 2:30 p.m. on
30 May 2007 at The Conference Room, Air China Building, 36 Xiaoyun Road,
Chaoyang District, Beijing, PRC or to appoint proxies to attend on my/our
behalf.




Signature: __________________________________________________________________


Date: __________________________________________________________________2007


Notes:


1.        Please insert the full name(s) and address(es) of the shareholder(s)
as it is recorded in the register of members of the Company in BLOCK CAPITALS.


2.        Please insert the number of shares registered in your name(s).


3.        Please duly complete and sign this Notice of Attendance, and deliver
it to the Secretariat of the Board of the Company on or before 9 May 2007.





The address of the Secretariat of the Board of the Company:



Secretariat of the Board
Air China Limited
South Terminal
Beijing Capital International Airport
Chaoyang District, Beijing, 100621
PRC

Contact Person      :       Mr. Zhou Wu



Telephone           :       (8610) 6458 0753
Facsimile           :       (8610) 6458 5095

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