Circ re. EGM Circular

Air China Ld
14 September 2007


THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION


If you are in doubt as to any aspect of this circular, you should consult your
stockbroker or other registered dealer in securities, bank manager, solicitor,
professional accountant or other professional adviser.

If you have sold or transferred all your shares in Air China Limited, you should
at once hand this circular and the form of proxy and the notice of attendance to
the purchaser or the transferee or to the bank, stockbroker or other agent
through whom the sale or transfer was effected for transmission to the purchaser
or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents
of this circular, makes no representation as to its accuracy or completeness and
expressly disclaims any liability whatsoever for any loss howsoever arising from
or in reliance upon the whole or any part of the contents of this circular.



                                AIR CHINA LIMITED

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



               PROPOSED APPOINTMENT OF DIRECTORS AND SUPERVISORS




13 September 2007


CONTENTS


DEFINITIONS                                                                    1

LETTER FROM THE BOARD

I.     Appointment of Directors and Supervisors                                3

II.    EGM                                                                     8


APPENDIX     NOTICE OF EXTRAORDINARY GENERAL MEETING                           9


                                  - i -


                              DEFINITIONS


In this circular, the following terms have the meanings set out below, unless
the context requires otherwise:
                                   
'Articles of Association'          articles of association of the Company as 
                                   amended from time to time

'Board'                            the board of Directors of the Company

'CAAC'                             the General Administration of Civil 
                                   Aviation of China

'CNAC'                             China National Aviation Company Limited, a 
                                   company incorporated under the laws of Hong 
                                   Kong with limited liability

'CNACG'                            China National Aviation Corporation (Group) 
                                   Limited, a company incorporated under the 
                                   laws of Hong Kong and a wholly-owned 
                                   subsidiary of CNAHC as at the date of this 
                                   circular 

'CNAHC'                            China National Aviation Holding Company, a 
                                   company incorporated under the laws of the 
                                   People's Republic of China which currently 
                                   directly owns approximately 40.40% of the
                                   Company's share capital as at the date of 
                                   this circular

'Company'                          Air China Limited, a company incorporated in 
                                   the People's Republic of China, whose H 
                                   shares are listed on the Hong Kong Stock 
                                   Exchange as its primary listing venue and on 
                                   the Official List of the UK Listing Authority 
                                   as its secondary listing venue, and whose A
                                   shares are listed on the Shanghai Stock 
                                   Exchange

'Directors'                        the directors of the Company

'EGM'                              the Company's extraordinary general meeting 
                                   to be held on 30 October 2007

'Group'                            the Company, its subsidiaries and joint 
                                   ventures


                                   - 1 -

                               DEFINITIONS


'Hong Kong Stock Exchange'         The Stock Exchange of Hong Kong Limited

'PRC'                              the People's Republic of China, excluding, 
                                   for the purpose of this circular only, Hong 
                                   Kong, Macau and Taiwan

'Shareholder(s)'                   shareholder(s) of the Company


                                   - 2 -

                            LETTER FROM THE BOARD



                              AIR CHINA LIMITED

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

                              (Stock Code: 753)


Non-executive Directors:

Mr. Li Jiaxiang (Chairman)
Mr. Kong Dong
Mr. Wang Shixiang
Mr. Yao Weiting
Mr. Christopher Dale Pratt
Mr. Chen Nan Lok Philip

Executive Directors:

Mr. Ma Xulun
Mr. Cai Jianjiang
Mr. Fan Cheng

Independent Non-executive Directors:

Mr. Hu Hung Lick, Henry
Mr. Wu Zhipan
Mr. Zhang Ke
Mr. Jia Kang

Registered office:

9th Floor, Blue Sky Mansion
28 Tianzhu Road, Zone A
Tianzhu Airport Industrial Zone
Shunyi District
Beijing
PRC

Principal place of business in Hong Kong:

5th Floor, CNAC House
12 Tung Fai Road
Hong Kong International Airport
Hong Kong


13 September 2007



To the Shareholders


Dear Sir or Madam,


PROPOSED APPOINTMENT OF DIRECTORS AND SUPERVISORS

     
I.   APPOINTMENT OF DIRECTORS AND SUPERVISORS


Pursuant to the Articles of Association of the Company, the term of the first
session of the Board and the Supervisory Committee is three years and will
expire when the second session of the Board and the Supervisory Committee is
elected.

At the Board meeting held on 28 August 2007, the Board resolved to propose that
the current Directors of the Company, i.e. Mr. Li Jiaxiang, Mr. Kong Dong, Mr.
Wang Shixiang, Mr.Yao Weiting, Mr. Christopher Dale Pratt, Mr. Chen Nan Lok
Philip, Mr. Ma Xulun, Mr. Cai

                                        - 3 -

                              LETTER FROM THE BOARD


Jianjiang, Mr. Fan Cheng, Mr. Hu Hung Lick, Henry, Mr. Wu Zhipan, Mr. Zhang Ke
and Mr. Jia Kang be elected as Directors of the second session of the Board; Mr.
Sun Yude, Mr. Liao Wei and Mr. Zhou Guoyou be appointed as supervisors
representing shareholders of the Company on the second session of the
Supervisory Committee. Another two supervisors as the representatives of the
employees of the Company will be elected in accordance with the Company's
Articles of Association. Among the Directors, Mr. Li Jiaxiang, Mr. Kong Dong,
Mr. Wang Shixiang, Mr.Yao Weiting, Mr. Ma Xulun, Mr. Christopher Dale Pratt and
Mr. Chen Nan Lok Philip will be appointed as non-executive directors; Mr. Cai
Jianjiang and Mr. Fan Cheng will be appointed as executive directors; and Mr. Hu
Hung Lick, Henry, Mr. Wu Zhipan, Mr. Zhang Ke and Mr. Jia Kang will be appointed
as independent non-executive directors. An ordinary resolution to consider and
approve the appointment of the above Directors and supervisors will be proposed
at the Company's EGM.


Directors

Mr. Li Jiaxiang, aged 57. Mr. Li graduated from Shandong Coal Technology
Institute in 1969 and studied in Northwest University from 1999 to 2001 majoring
in international economic law. Mr. Li had previously served in the China Air
Force, People's Liberation Army of China since 1969 and served in various
positions including as a Major General in the Air Force. After the restructuring
of China's civil aviation industry in October 2002, he served as the
President of Air China International Corporation and Deputy General Manager of
CNAHC. He was then promoted to the position of General Manager of CNAHC in
August 2004, a post he continues to hold.

Mr. Kong Dong, aged 59. Mr. Kong graduated from Jiangxi Technology University in
1977 majoring in mechanical engineering and is a senior economist. Mr. Kong was
Deputy General Manager of China Ocean Helicopter Company, General Manager of
Shenzhen Airport Group, Director-General in charge of the expansion project of
the Beijing Capital International Airport, General Manager of China National
Aviation Corporation and President of CNAC, and Vice Chairman and President of
CNACG. After the restructuring of China's civil aviation industry in October
2002, he joined CNAHC as Deputy General Manager, a post he continues to hold
since August 2004.

Mr. Wang Shixiang, aged 58. Mr. Wang graduated from the China Civil Aviation
Advanced School in 1968 majoring in aviation and is a qualified First-Class
Pilot. Mr. Wang was appointed as the President of the Civil Aviation Flight
Academy of China in 1995, and General Manager of China Southwest Airlines in
1999. After the restructuring of China's civil aviation industry in October
2002, he joined CNAHC as Deputy General Manager, a post he continues to hold.


                              - 4 -


                       LETTER FROM THE BOARD


Mr. Yao Weiting, aged 59. Mr. Yao graduated from Zhejiang Institute of Economics
and Management and the China Central Party University in 1967 majoring in
industrial accounting and economic management respectively. He is also a senior
accountant and senior economist. Mr. Yao was appointed as the Deputy Director of
Economic Adjustment Bureau of China Metallurgical Ministry in 1997 and Assistant
to the State Council Investigation Special Commissioner in 1998, and was the
Chief Accountant of Air China International Corporation from 2000 to 2002. After
the restructuring of China's civil aviation industry in October 2002, he
joined CNAHC as Deputy General Manager, and assumed the position of Chief
Accountant of CNAHC in December 2004, a post he continues to hold.

Mr. Christopher Dale Pratt, CBE, aged 51, has been a non-executive director of
Air China Limited since June 2006. He is also Chairman of John Swire & Sons
(H.K.) Limited, Swire Pacific Limited, Cathay Pacific Airways Limited and Hong
Kong Aircraft Engineering Company Limited, and a Director of Swire Properties
Limited and The Hong Kong and Shanghai Banking Corporation Limited. He joined
the Swire group in 1978 and in addition to Hong Kong has worked for the group in
Australia and Papua New Guinea. He has an honours degree in modern history from
Oxford University.

Mr. Chen Nan Lok Philip, aged 52, has been a non-executive director of Air China
Limited since June 2007. He is also Chairman of John Swire & Sons (China)
Limited, Deputy Chairman of Cathay Pacific Airways Limited, and a Director of
John Swire & Sons (H.K.) Limited, Swire Pacific Limited and Swire Properties
Limited. He joined the Swire group in 1977 and in addition to Hong Kong has
worked for the group in Mainland China and the Asia Pacific region. He has an
honours degree in Political Science and History from the University of Hong
Kong.

Mr. Ma Xulun, aged 43. Mr. Ma graduated from Shanxi Finance University in 1984
with a Bachelor 's Degree of Economics and is a certified public accountant.
Mr. Ma was appointed as Deputy General Manager of China Commodities Storing and
Transportation Corporation in 1995, Deputy Director General of Finance
Department of the CAAC in 1997, Vice President of Air China International
Corporation in December 1998, and Deputy Director General of Air China
International Corporation after the restructuring of China's civil aviation
industry in 2002. From September 2004 to January 2007, he served as the
President of the Company.

Mr. Cai Jianjiang, aged 43. Mr. Cai graduated from China Civil Aviation
Institute in 1983 majoring in aviation control. Mr. Cai was appointed as General
Manager of Shenzhen Airlines Company Limited in 1999. He joined Air China
International Corporation in 2001 as a General Manager of its Shanghai Branch,
and subsequently as Assistant to the President and Manager of the Marketing
Department of Air China International Corporation. After the restructuring of
China's civil aviation industry in October 2002, he was appointed as the Vice
President of Air China International Corporation, and has served as Vice
President of the Company since September 2004. In February 2007, he was promoted
to the President of the Company, a post he continues to hold.

                              - 5 -

                       LETTER FROM THE BOARD


Mr. Fan Cheng, aged 52. Mr. Fan graduated from Nanjing Institute of Chemical
Engineering in 1982 with a major in organic synthesis and graduated from
Guanghua School of Management, Peking University in 2000 with an MBA degree. Mr.
Fan is a senior accountant, senior engineer and certified public accountant. Mr.
Fan was appointed as Deputy General Manager of China New Technology Venture
Capital Company in 1996. He started his career in China's civil aviation
industry in 2001, and served as General Manager of Corporate Management
Department and Capital Operation Department of CNAHC from October 2002 to
October 2004. He has been the Chief Financial Officer of the Company since
September 2004 and the Vice Chairman of the Board of Shenzhen Airlines Company
Limited since January 2005. Since October 2006, he has been serving as the Vice
President of the Company.

Mr. Hu Hung Lick, Henry, aged 87. Mr. Hu is currently the president of Shue Yan
University in Hong Kong. He graduated from the University of Paris with a
Docteur-en- Droit degree. Mr. Hu was a member of Preparatory Committee and
Selection Committee for the First Government of the Hong Kong Special
Administrative Region, China, and was a member of the Standing Committee of the
8th and 9th Chinese People's Political Consultative Conference. He has been
serving as an independent non-executive director of CNAC from April 1997 to
January 2007.

Mr. Wu Zhipan, aged 50. Mr. Wu holds a Doctor in Laws Degree from School of Law,
Peking University, in 1988, and was a visiting scholar at Harvard Law School
from 1991 to 1992. Mr. Wu is currently the Vice Chancellor of the University
Council of Peking University. He is also an expert consultant of the Supreme
People's Court of China and Consultant of the Drafting Group of the Banking
Law in China. Mr. Wu is also an independent non-executive director of China
Minsheng Banking, Corp., Ltd., Henan Zhongfu Industry, Co., Ltd. and Fortune
SGAM Fund Management Co., Ltd., and an independent supervisor of PetroChina
Company Limited.

Mr. Zhang Ke, aged 54. Mr. Zhang graduated from Renmin University of China in
1982 with a Bachelor 's degree of economics. He is a certified public
accountant and senior accountant. Mr. Zhang is experienced in the fields of
investment, managerial consultancy, finance and auditing, and is currently
Chairman and chief partner of Shine Wing Certified Public Accountants. Mr. Zhang
is also a member of the Standing Council of CICPA, a member of CPA Examination
Committee of the Ministry of Finance, and a part-time professor in the Renmin
University of China and the Chinese Academy of Sciences.

Mr. Jia Kang, aged 53. Mr. Jia holds a Doctor 's Degree of Economics and is a
famous economist. He is a researcher, a tutor of doctor and the head of
Financial Science Research Institute of Ministry of Finance, and also the vice
chairman and general- secretary of China Financial Association. Mr. Jia is also
the visiting professor of China Renmin University, State Administration
Institute, Xiamen University, Southwest University of Finance and Economics,
Guangdong University of Business Studies. Mr. Jia is also the winner of Sun
Zhifang Economics Prize.


                                   - 6 -

                            LETTER FROM THE BOARD


Supervisors

Mr. Sun Yude, aged 53, graduated from China Civil Aviation Institute in 1986
majoring in economic management. He started his career in China's civil
aviation industry in 1972 and served as the Deputy Head of CAAC Taiyuan Terminal
and Head of Ningbo Terminal, as well as General Manager of CNAC Zhejiang
Airlines. After the consolidation and restructuring of China's civil aviation
industry in October 2002, Mr. Sun joined Air China International Corporation as
Vice President and General Manager of Zhejiang branch, and has been serving as
Vice President of the Company since September 2004. Mr. Sun has been serving as
Chairman and President of Shandong Aviation Group since December 2005, and as
the President of CNACG since March 2007.

Mr. Liao Wei, aged 43, graduated from Southwest University of Finance and
Economics in 1986 majoring in accounting and is a senior accountant. Mr. Liao
served as the Deputy Director of State-owned Assets Office of Finance Department
of CAAC, the Director of Human Resources and Administration Department of Air
Macau, Deputy General Manager and General Manager of the Investment Department
of CNACG. Mr. Liao joined CNAHC in December 2002 as the Deputy General Manager
of its Finance Department in which he was responsible for overseeing the works
of the department. He has been serving as the General Manager of Finance
Department of CNAHC since September 2003 to date.

Mr. Zhou Guoyou, aged 56, graduated from the Party School of the Central
Committee of the Communist Party of China majoring in economic management and is
a senior economist. Mr. Zhou started his career in China's civil aviation
industry in 1970 and served in various positions in the Company such as the
Deputy Director of Beijing Ticketing Department, the Manager of the Shanghai
Business Division, the General Manager of the Marketing and Sale Department of
Beijing Business Division, Deputy Director of Quality Standard Department and
the Deputy Director of the Economic Efficiency Office. Since February 2004 to
date, Mr. Zhou has become the Deputy General Manager of the Corporate
Supervision Division of CNAHC.

Mr. Christopher Dale Pratt is a non-executive director of the Company and is
concurrently the chairman and executive director of Cathay Pacific Airways
Limited, which is a substantial shareholder of the Company and wholly owns Hong
Kong Dragon Airlines Limited. Mr. Li Jiaxiang is the chairman and a
non-executive director of the Company and is concurrently the vice-chairman and
a non-executive director of Cathay Pacific Airways Limited.

Save as disclosed above, none of the Directors and supervisors has held any
directorship in any other listed companies or taken up a post in any affiliated
companies of the Company in the past three years, and none of the Directors and
supervisors has any relationship with any other director, senior management,
substantial shareholder or controlling shareholder of the Company.


                              - 7 -


                    LETTER FROM THE BOARD


None of the Directors and supervisors has any equity interest in the Company
within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571
of the Laws of Hong Kong). There is no information to be disclosed on items from
(h) to (v) in Rule 13.51(2) of the Listing Rules. No other matter needs to be
brought to the attention of the Shareholders in respect of the Company and its
Directors and supervisors.


Emolument

The Board has resolved to propose that Shareholders approve to authorize the
Board to decide the emolument of the independent non-executive directors which
shall not be more than RMB80,000 per person per year; and the other Directors
and supervisors will not receive any compensation for serving as a Director or a
supervisor. The term of office of each Director and supervisor is three years,
which shall commence upon the Shareholders' approval to the appointment and
shall end upon the third session of the Board and the Supervisory Committee
being elected three years later.


II.    EGM

The Company will convene the EGM at the Conference Room, Air China Building, 36
Xiaoyun Road, Chaoyang District, Beijing, PRC at 2:30 p.m. on 30 October 2007 to
consider and, if thought fit, to pass resolutions in respect of the matters
described under I of this circular that shall be approved by the Shareholders.

Whether or not you intend to attend the EGM, you are requested to complete and
return the form of proxy in accordance with the instruction printed thereon. If
you intend to attend the EGM, you are required to complete and return the notice
of attendance to, for holders of H Shares, the Company's H Share registrar,
and for holders of A Shares, the Secretariat of the Board of the Company on or
before 9 October 2007.

Completion and return of the form(s) of proxy will not preclude you from
attending and voting in person at the meetings or at any adjourned meetings
should you so wish and completion and return of the notice of attendance do not
affect the right of a shareholder to attend the respective meeting.


                             By Order of the Board
                                  Li Jiaxiang
                                    Chairman
                                Beijing, the PRC



                                   - 8 -


APPENDIX          NOTICE OF EXTRAORDINARY 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 extraordinary general meeting ('EGM') of Air
China Limited ('Company') will be held at the Conference Room, Air China
Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC at 2:30 p.m. on 30
October 2007 to consider and, if thought fit, to pass the following resolutions.


ORDINARY RESOLUTIONS:

     
1.   To consider and approve the appointment of the directors of the second
     session of the Board where Mr. Li Jiaxiang, Mr. Kong Dong, Mr. Wang 
     Shixiang, Mr.Yao Weiting, Mr. Ma Xulun, Mr. Christopher Dale Pratt and 
     Mr. Chen Nan Lok Philip are appointed as non-executive directors, Mr. 
     Cai Jianjiang and Mr. Fan Cheng are appointed as executive directors, 
     and Mr. Hu Hung Lick, Henry, Mr. Wu Zhipan, Mr. Zhang Ke and Mr. Jia 
     Kang are appointed as independent non-executive directors.
     
2.   To consider and approve the proposal on the emolument of Directors and
     supervisors.

3.   To consider and approve the appointment of Mr. Sun Yude, Mr. Liao Wei 
     and Mr. Zhou Guoyou as supervisors representing the shareholders on 
     the second session of the Supervisory Committee.


                             By Order of the Board

                             Huang Bin    Li Man Kit

                           Joint Company Secretaries



Beijing, the PRC
13 September 2007


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


* Independent non-executive Director of the Company


                                   - 9 -


APPENDIX          NOTICE OF EXTRAORDINARY GENERAL MEETING


Notes:
     
1.   Closure of register of members and eligibility for attending the EGM

Holders of H Shares of the Company are advised that the register of members of
the Company will close from 1 October 2007 to 30 October 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 EGM,
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 28 September 2007.

Shareholders of the Company whose names appear on the register of members of the
Company at the close of business on 28 September 2007 are entitled to attend the
EGM.


2.   Notice of attendance

Shareholders who intend to attend the EGM 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 October 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 EGM. However, the failure to return the notice of
attendance may result in an adjournment of the EGM, if the number of shares
carrying the right to vote represented by the shareholders proposing to attend
the EGM 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 EGM.

     
3.   Proxy

Every shareholder who has the right to attend and vote at the EGM 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 EGM.

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 EGM. 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 EGM 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) 6459 3853
      Contact Person: Mr. Zhou Wu


                                   - 10 -


                              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 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/A 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 extraordinary general
meeting (or at any adjournment thereof) of the Company to be held at 2:30 p.m.
on 30 October
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 appointment of the directors of the
     second session of the Board where:
          
     (1)  Mr. Li Jaxiang is appointed as non-executive director;          
     (2)  Mr. Kong Dong is appointed as non-executive director;
     (3)  Mr. Wang Shixiang is appointed as non-executive director;
     (4)  Mr. Yao Weiting is appointed as non-executive director;
     (5)  Mr. Ma Xulun is appointed as non-executive director;
     (6)  Mr. Christopher Dale Pratt is appointed as non-executive director;
     (7)  Mr. Chen Nan Lok Philip is appointed as non-executive director;
     (8)  Mr. Cai Jianjiang is appointed as executive director;
     (9)  Mr. Fan Cheng is appointed as executive director;
     (10) Mr. Hu Hung Lick, Henry is appointed as independent non-executive
          director;
     (11) Mr. Zhang Ke is appointed as independent non-executive director;
     (12) Mr. Wu Zhipan is appointed as independent non-executive director;
          and
     (13) Mr. Jia Kang is appointed as independent non-executive director.

     
2.   To consider and approve the proposal on the emolument of Directors 
     and supervisors.

3.   To consider and approve the appointment of the supervisors
     representing shareholders on the second session of the 
     Supervisory Committee where:
          
     (1)  Mr. Sun Yude is appointed as supervisor;
     (2)  Mr. Liao Wei is appointed as supervisor; and
     (3)  Mr. Zhou Guoyou is appointed as supervisor.


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 may 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 duly 
     authorised 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, Wanchai, Hong Kong, not 
     less than 24 hours prior to the time appointed for holding the 
     Meeting (or any adjournment thereof). For holders of A 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)


          EXTRAORDINARY GENERAL MEETING NOTICE OF ATTENDANCE


To: Air China Limited (the 'Company')


I/We (Note 1)

of                                                             ,

being the registered holder of (Note 2)

H/A shares in the share capital of the

Company hereby inform the Company that I/we intend to attend the Extraordinary
General Meeting to be held at 2:30 p.m. on 30 October 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, for holders of H Shares, the Company's H Share 
     registrar, and for holders of A Shares, the Secretariat of the 
     Board of the Company on or before 9 October 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) 6459 3853


The address of Computershare Hong Kong Investor Services Limited:

46th Floor
Hopewell Centre
183 Queen's Road East
Wanchai
Hong Kong

Telephone             :    (852) 2862 8628
Fax                   :    (852) 2865 0990
                           



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