Formal Notice - Notice of Annual General Meeting

RNS Number : 9547D

Air China Ld

03 April 2014

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

If you have sold or transferred all your shares of AirChina Limited, you should at once hand this circularto the purchaser or
transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission tothe purchaser or the
transferee.

Hong Kong Exchangesand Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility forthe contents of this circular, make no representation as to its accuracy orcompleteness and expressly disclaim any liability whatsoever for any
loss howsoever arising from or in reliance upon the whole or any part of the contents ofthis circular.

Air China Limited

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

(Stock Code: 00753)

(I) GeneralMandate to Issue Shares

(II) GeneralMandate to Issue Debt Financing Instruments

(III) Proposed Payment of Final Dividends

(IV) Proposed Appointment of Directors

(V) Proposed Increase of Remuneration of the

Independent Non-Executive Directors and

Notice of Annual GeneralMeeting

A letter from the Board is set out on pages 3 to 11 of this circular.

A notice conveningthe annual general meeting of the Company to be held at 2:00 p.m. on Thursday, 22 May 2014 at The Conference Room, 29/F, Air China Building,36 Xiaoyun Road, Chaoyang District, Beijing, PRC, is set out onpages IV-1 to IV-5 of this circular. Whetheror not you are able to attend the AGM, you are requested to complete andreturn the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible butin any event not less than 24 hours before the time appointedfor convening the AGM or any adjournment thereof. Completionand return of the form of proxy will not preclude you from attending and voting in person at the AGM orany adjournment should you so wish.

3 April 2014

CONTENTS

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Appendix I - Work Report of the Board of Directors

for the Year 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-1

Appendix II - Work Report of the Supervisory Committee

for the Year 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1

Appendix III - 2013 Duty Report of The Independent

Non-Executive Directors. . . . . . . . . . . . . . . . . . . . . . . . . . III-1

Appendix IV - Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . IV-1

DEFINITIONS

In this circular, the followingexpressions have the followingmeanings, unless the context requires otherwise:

"A Shares" ordinary shares in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in RMB on the Shanghai Stock Exchange

"AGM" the 2013 annual general meeting of the Company to be held at 2:00 p.m. on Thursday, 22 May 2014 at The Conference Room, 29/F, AirChina Building, 36 Xiaoyun Road,Chaoyang District, Beijing, PRC for the Shareholders to consider and approve the resolutionsset out in the notice of the annual general meeting

"Articles of Association" the articlesof association of the Company "Board" the board of directorsof the Company "Cathay Pacific" Cathay Pacific Airways Limited

"Company" Air China Limited, a company incorporated in the PRC, whoseH Shares are listed on the Stock Exchange as its primary listing venue and on the Official Listof the UK Listing Authority as its secondary listing venue, and whose A Shares are listed on the Shanghai Stock Exchange

"CSRC" China SecuritiesRegulatory Commission of the PRC "DebtFinancing Instruments" the debt financinginstruments denominated in RMB or

foreign currencies to be issued by the Company and/or

bits controlled or wholly-owned subsidiary in one or multiple tranches, including but not limited to corporate bonds, ultra-short-term commercial paper, short-termcommercial paper, mid-term notes, domestic non-public targeted debt financing instruments, overseas non-public targeted debtfinancing instruments and overseas bonds/notes

"Director(s)" the director(s)of the Company

"Group" the Company and its subsidiaries

"H Shares" overseaslisted foreign shares of RMB1.00 each in the sharecapital of the Company

"Hong Kong" Hong Kong Special Administrative Region of the PRC "Latest Practicable Date" means 31 March 2014, being the latest practicabledate prior to the printing of this circular for ascertaining certain informationcontained herein

"Listing Rules" The Rules Governingthe Listing of Securities on The StockExchange 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)" registered holder(s)of the shares of the Company "Stock Exchange" The Stock Exchangeof Hong Kong Limited "Supervisory Committee" the supervisorycommittee of the Company

LETTERFROMTHEBOARD

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

(Stock Code: 00753)

Directors:

Non-Executive Directors: Cai Jianjiang(Chairman) Wang Yinxiang

Cao Jianxiong

Sun Yude

Sai Cheung Shiu, Ian

Executive Directors:

Fan Cheng

Independent Non-Executive Directors:

Fu Yang

Yang Yuzhong

Pan Xiaojiang

To Chi Keung, Simon

Registered Address:

Blue Sky Mansion

28 Tianzhu Road 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

3 April 2014

To the Shareholders

Dear Sir or Madam,

(I) GeneralMandate to Issue Shares

(II) GeneralMandate to Issue Debt Financing Instruments

(III) Proposed Paymentof Final Dividends

(IV) Proposed Appointment of Directors

(V) Proposed Increase of Remuneration of the

Independent Non-Executive Directors and

Notice of Annual GeneralMeeting

I. INTRODUCTION

It is proposed that at the annual general meeting of the Company to be held on Thursday, 22 May 2014, the notice of which is set out on pages IV-1 to IV-5 of this circular, resolutions will be proposed to, among others, (i) give general mandates to the Directors to issue shares and increase the registered capital of the Company; (ii) give a general mandate to the Directors to issue debt financing instruments; (iii) approve the proposed payment of final dividends for the year ended 31 December 2013; (iv) appoint a new executive Director and a new non-executive Director; and (v) approve the proposed increase of remuneration for the independent non-executive Directors.

II. GENERAL MANDATE TO ISSUE SHARES

In order to ensure flexibility and to give discretion to the Directors in the event that it becomes desirable to issue any shares, a special resolutionwill be proposed at the AGM to give an unconditional general mandate to the Directorsduring the Relevant Period (as defined in the accompanying notice of the AGM), to separately or concurrently, allot, issue, and deal with additional A Shares and/or H Shares of the Company and to make or grant offers, agreements oroptions in respect thereof, with an aggregate nominal value of not exceeding 20% of the aggregate nominal amount of each of the existing A Shares and H Shares of the Company in issue as at the date of the relevant resolution to be proposed and passed at the AGM (the "Share Issue Mandate"). The Share Issue Mandate will lapse at the conclusionof the Relevant Period. TheCompany shall obtain the approval of the CSRC and other relevant authorities for any issueof new shares under the Share Issue Mandate.

The special resolutionwill also propose to give a conditional general mandate to the Directors to increase the registered capital of the Company to reflect the issuance of shares authorised under the Share Issue Mandate, and to make such appropriate and necessary amendments to the Articles of Association as they think fit to reflect such increase in the registered capital of the Company andto take any other action and complete any formality required to effect such increase of the registered capital of the Company.

III. GENERAL MANDATE TO ISSUE DEBT FINANCINGINSTRUMENTS

1. Background

Given the general mandate to issue debt financinginstruments granted by Shareholders at the last annual general meeting will lapse at the conclusionof the AGM, a special resolution will be proposed at the AGM to grant a general mandate to the Directorsto issue the Debt Financing Instruments (the "Debt Financing Instrument Issue Mandate").

2. Particularsof Debt Financing Instruments

Particulars regardingthe proposed issuance of the Debt Financing Instruments are as follows:

(i) Issuer: the Company and/or its wholly-owned or controlledsubsidiary

(ii) Placing arrangement: no preferential placement to the Shareholders

(iii) Issue size: the total balance of the Debt Financing Instruments outstanding will fall within the requirements under relevant laws and regulations as well as those specifiedby regulatory authorities

(iv) Term and type: not more than 15 years for one single-term instrument or a portfolio of instruments with various terms

(v) Use of proceeds: the proceeds to be raised from the issuance are intended to be used towards meeting the demand of the Company's operations, adjusting its debt structure, replenishing its working capital and/or funding its capital investments, among others

(vi) Term of validityof the resolution:

from the date of the passing of the resolution at theAGM to the date of the annual general meeting of
the Company for the year ending 31December 2014

If the Board and/or its authorised person have resolved to issue the Debt Financing Instruments within the term of the DebtFinancing InstrumentIssue Mandate and the Company has obtained the approval, permission or registration for the issuance from the relevant regulatory authorities within the same period, the Company may complete theissuance within the validity period of such approval, permission or registration.

3. Authorisation to the Board

3.1 It is proposed to the Shareholders at the AGM to authorisethe Board, generally and unconditionally, to deal with the following in accordancewith the specific needs of theCompany and market conditions:

(i) to determinethe issuer, issue size, type, specific instruments, detailed terms, conditions and other matters relating to the issuance (including,but not limited to,the issue size, principle amount, currency, issue price, interest rate or mechanism for determining the interest rate, issue place, issuetiming, term, whether or not to issue in multiple tranches and number of tranches, whether or not to set repurchase or redemption terms, credit rating, guarantee, repayment term, specific fund-raising arrangements within the scope approved at a general meeting, detailed placing arrangements, underwriting arrangements and all other matters relatingto the issuance);

(ii) to carry out all necessary and ancillaryactions and procedures (including, but not limited to, select and engage intermediary institutions, handle all approval, registration and filing procedures with the relevant regulatoryauthorities in connection with the issuance on behalf of the Company, execute all necessary documents, select bonds trustee manager for the issuance, formulate rules for the bondholders' meeting and handle any other matters relating to the issuance and trading);

(iii) to approve, confirm and ratify any action or procedure relating to the issuance as mentionedabove already taken by the Company;

(iv) to make adjustmentsto the specific proposals for the issuance in accordance withthe comments from the relevant regulatory authorities or the market conditions within theauthority granted at a general meeting, in the case of any change in policies of regulatorybodies in relationto the issuance, or any change of market conditions, except where voting at a general meeting is required by any relevantlaws and regulations and the articles of association of the Company;

(v) to determine and handle all relevant matters relating to the listing of the Debt Financing Instruments upon the completion of the issuance;

(vi) in the case of issuance of corporate bonds, to determine not to distribute dividends to the Shareholders to safeguard repayment of debts as required underthe relevant laws and regulations in the event that the Company expects to,or does fail to pay the principal and/or coupon interests of such bonds as theyfall due; and

(vii) to approve,execute and dispatch any announcements or circulars relating to the issuance and make any related disclosure in accordance with the listing rules of the relevantjurisdictions where the shares of the Company are listed.

3.2 Upon the approval of paragraph 3.1 above at the AGM,it is proposed that the Shareholders shall authorise the Board to delegate the authorisations set forth in items (i) to (vi) of paragraph 3.1 above to the president and/or the general accountant of the Company.

3.3 Upon the approval of paragraph 3.1 above at the AGM,it is proposed that the Shareholders shall authorisethe Board to delegate the authorisation set forth in item (vii) of paragraph 3.1 above to the secretary of the Board.

IV. PROPOSED PAYMENT OF FINAL DIVIDENDS

Reference is made to the results announcement of the Company dated 25 March 2014 in respect of the recommended payment of a finaldividend of RMB0.4531 (including tax) per ten shares for the year ended 31 December 2013.

Based on the 2013 profit distribution proposal of the Company, the Company will appropriate 10% of the balance of the net profit of the Company of the year 2013 as set out in the financialstatements prepared under the PRC Accounting Standards into the discretionary surplus reserve and distribute a cash dividend of RMB593 million, or RMB0.4531 (including tax)per ten shares based on the total number of 13,084,751,004 shares of the Company as at theLatest Practicable Date, for the year 2013.

The proposed payment of the 2013 final dividends is subject to shareholders' approval at the AGM. The 2013 final dividendswill be paid to shareholders whose names appear on the register of members of the Company at the close of business on Monday, 9 June 2014. Dividends payable to the Shareholders shall be denominated and declared in Renminbi. Dividends payable to the holders of A shares shall be paid in Renminbi while dividends payable to the holders of H shares 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 2013 final dividends (if approved) at the AGM.

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 Non-resident 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), andthe PRC enterpriseincome tax shall be withheld fromany dividends payable thereon. Non-resident enterprise shareholders maywish 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 individualincome tax on behalf of individual shareholders whenthe Company distributes the 2013 final dividends to individualshareholders whose names appear on the register of members of H shares of the Company.

Shareholders are recommended to consulttheir tax advisors regarding the ownershipand disposal of H shares of the Company in the PRC and in Hong Kong and other tax effects.

V. PROPOSED APPOINTMENT OF DIRECTORS

On 28 January 2014 and 21 February 2014,the Board resolved topropose that Mr. Song Zhiyong be appointed as an executive Director and Mr. John Robert Slosar beappointed as a non-executive Director respectively. An ordinary resolution to consider and approve the appointment of Mr. Song and Mr. Slosar will be proposed at the AGM. According to the Articles of Association, "cumulative voting" will be used in respect of the two sub-resolutions.

Mr. Song Zhiyong, aged 49, graduated from the Second Flying Academy of China Air Forcewith a bachelor's degree in aviation. Mr. Songstarted his career in China's civil aviation industry in 1987 and was previouslya pilot, Deputy Team Captain, Flight Director, and Deputy GroupCaptain of the Third Group of the Chief Flight Team, Deputy Captain of the Chief Flight Team and Director of the Training Departmentof Air China International Corporation. He served as Captain of the Chief Flight Team and Deputy Secretary of the Communist Party Committee of the Company from November 2002 to June 2008. Mr. Song held the post of Assistant to President from September 2004to October 2006. He was the Vice President, a Member of the Communist PartyCommittee, and a Member of the Standing Committee of the Communist Party Committee of the Company from October 2006 to December 2010. Mr. Song has served as the Deputy General Manager and a Member of the CommunistParty Committee of China National Aviation Holding Company since December 2010. Mr. Song has served as the president of the Company Since January 2014.

Mr. John Robert Slosar, aged 57, holds degrees in Economics fromColumbia University and Cambridge University. He joined the Swire group in 1980 and has worked with the group inHong Kong, the United States and Thailand. Mr. Slosar has been a director of Cathay Pacific since July 2007 and served as Chief Operating Officer from July 2007 to March 2011 and as ChiefExecutive since March 2011. He has served as Chairman of Cathay Pacific, John Swire & Sons (H.K.) Limited, Swire Pacific Limited, Swire PropertiesLimited and Hong Kong Aircraft Engineering Company Limited since March 2014.

Save as disclosed above, Mr. Song and Mr. Slosar have not held any directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas or taken up a position in any affiliated companies of the Company over the past three years, nor do they have any relationship with any other Directors, senior management, substantial or controlling shareholders of the Company. As at the Latest PracticableDate, Mr. Song and Mr. Slosar do not have any interest in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).

Mr. Song and Mr. Slosar will enter into a service contract with the Company respectively andwill not receive any remuneration from the Company during theirtenure as a Director. The term of office of Mr. Song and Mr. Slosar shall commence on the date of approval by the Shareholders of their appointmentand shall end on the expiry of the term of the current session of the Board.

Save as disclosed above, there is no information to be disclosed on items (h)to (v) in Rule 13.51(2) of the Listing Rules, and there are no other matters in respect of the proposed appointment of Mr. Song and Mr. Slosar that need to be brought to the attention of the Shareholders.

VI. PROPOSED INCREASE OF REMUNERATION OF THE INDEPENDENT NON- EXECUTIVE DIRECTORS

The remuneration of the independent non-executive Directors was approved at the extraordinary general meeting of the Company dated 29 October 2013. Each independent non-executive Director is entitled to receive RMB100,000 per annum during the term of the fourth session of the Board.

The remuneration of our independent non-executive Directors has been below average of theremuneration level of independent non-executive directors in the same industry. Given the fact that our independent non-executive Directors have been carrying out their duties diligently and responsibly, have madeconstructive contribution to the compliant operation of the Company, and have been safeguarding the interest of the Company and its Shareholders as a whole, and, in particular, the legitimate rights and interest of our minority Shareholders, an ordinary resolution will be proposed at the AGMto consider and approve the increase of the remuneration (before tax) of the independentnon-executive Directors to RMB150,000 per annumfor each independent non-executive Director.

VII. WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2013

An ordinary resolution will be proposed at the AGM to approve the work report of the

Board for the year 2013, the full text of which is set out in AppendixI to this circular.

VIII. WORK REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR 2013

An ordinary resolution will be proposed at the AGM to approve the work report of the Supervisory Committee for the year 2013, the full text of which is set out in AppendixII to this circular.

IX. RECOMMENDATION

The Directors considerthat the proposed resolutions set out in the notice of the AGM are in the best interests of the Company and the Shareholders as a whole and accordingly recommend the Shareholders to vote in favour of all the resolutions at the AGM.

X. DUTY REPORT OF THE INDEPENDENTNON-EXECUTIVE DIRECTORS

At the AGM,the Shareholders will be presented with the duty report of the independent non-executive Directors of the Company for the year 2013, the full text of which is set out in Appendix III to this circular.

XI. AGM

The Company willconvene the AGM at TheConference Room, 29/F, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC at 2:00 p.m. on Thursday, 22 May 2014. A notice of AGM,a form of proxy and an attendancenotice will be dispatched to the Shareholders in accordance with the Listing Rules on Thursday, 3 April 2014. The notice of AGMis reproduced on pages IV-1 to IV-5 of this circular.

Whether or not you intend to attend the AGM, you are requested to complete and return the form of proxy in accordance with the instruction printed thereon. If you intend to attend theAGM, you are required to complete and return the notice of attendance to the Company's H share registrar, Computershare Hong Kong Investor Services Limited on or before Friday, 2

May 2014.

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

XII. GENERAL INFORMATION

The Company will close its register of members and suspend the registration of transfer ofshares from Tuesday, 22 April 2014 to Thursday, 22May 2014 (both days inclusive) in order to determine the shareholders list of the Company who will be entitled to attend and vote at theAGM.

Shareholders of the Company whose namesappear on the register of members of the Company on the close of business of Thursday, 17 April 2014 may attend the AGM after completing the registration procedures. In order to qualify for attendance at the AGM, instruments of transfer accompanied by share certificates and other appropriate documents mustbe lodged with the Company's H share registrar, Computershare Hong Kong Investor Services Limited, by 4:30 p.m. on Thursday, 17 April 2014.

Shareholders who intend to attend the AGM have to deliver the notice of attendanceto the Company's H share registrar, Computershare Hong Kong Investor Services Limited in person or by post or fax on or before Friday, 2 May 2014.

By order of the Board Cai Jianjiang Chairman

Beijing, the PRC

APPENDIX I WORKREPORTOFTHEBOARDOFDIRECTORSFORTHEYEAR2013

In 2013, while the global economy was struggling for a mere rebound, China's economic growth was losing pace, with the air passenger market maintaining a feeble growth but the air cargo market remainingdepressed. China's airlineswere facing a number of drawbackssuch as the global competition and changes in the market structureand business models. In such a sophisticated operating environment, the Board of Directors of the Company made well- grounded judgements on the situationand adhered to theobjective of sustainable development, led the Company to concentrate on safety, efficiency, service and management, and achieved satisfactory results. Meanwhile, the Board of Directors carefully performed the duties conferred upon it by the PRC Company Law and other laws and regulations as well as the Articles of Association, the Rules and Procedures for the Shareholders' General Meeting and theRules and Procedures for the Meeting of the Board of Directors, and constantly enhanced its decision-making expertise by convening and attending meetingsor otherwise, aiming at safeguarding the interests of the Shareholders and the Company as a whole. The Board of Directors hereby presents the work report for the year 2013 as follows:

I. Convening the general meetings and implementing the resolutionsof the same, so as to effectivelyprotect the interests of our shareholders.

Upon proposal and request of the Board of Directors, the Company held a total of one annual general meeting and one extraordinary general meeting in 2013, which were organised and convened legally and in strict accordancewith the relevant procedures. The meetings produced 12 resolutions, including those approving the report of the Board of Directors, the report of the Supervisory Committee, the financialstatements of the Company, the 2012 profit distribution plan, the change of our auditors, the general mandate to issue shares, the general mandate to issue debt financing instruments, provision of guarantees to our subsidiary Air ChinaCargo for itsaircraft financing, the proposalon the second grant of share appreciation rights, re-election of directors and supervisors, the renewal of the connected transaction framework agreementwith Air China Cargo Co., Ltd. and determination of the annual caps for

2014-2016, and authorisedthe Board of Directors and/or the relevant authorities to deal with thespecific issues.

With the authorisation of the general meetings,the Board of Directorshave carefully implementedthe resolutions of the general meetings, including but not limited to distribution of the final dividendsfor 2012 within the time frame set forth in the Articles of Association, signing the appointment contract with our new auditors and negotiating on when and how it should commencement its work, second grant of the share appreciation rights to incentive recipients, issuance of corporate bonds of RMB10 billion and provision of guarantees to Air ChinaCargo for its first B777 aircraft. As at 31 December 2013, the above resolutions have beenfully implemented, except for the guarantee to Air China Cargo Co., Ltd., which is subject to the progress of its deliveryof aircraft.

To establish effectivecommunication channels with our Shareholders, especially the minority Shareholders, the Board of Directors actively created opportunities forthe minority Shareholders to meet face to face with the Board members during the general meetings. The Directors and members of the senior management of the Company also took the opportunities

to answer the questions of the Shareholders' common interest and listen to their opinions and suggestions. Meanwhile, the Board of Directors advocated voting online during the general meetings, in an effort to ensure that all our Shareholders are treated equally in their exercise of rights of timely knowledge, participation and voting on the significant events of the Company, which has effectively safeguarded the interests of all our Shareholders.

II. Organising and attending the Board meetings, duly performing its decision-making duties.

The Board of Directors performed its decision-making duties mainly by organizing and attending the Board meetings. In 2013, the Board of Directors held 10 meetings, considered andapproved a total of 33 motions, including but not limited to the plans of introduction and retirement of the Boeing aircraft, the annual financial plans, the capital expenditure plans, the fuelhedging strategies,regular reporting, profit distribution scheme, the issuance of debt financing instruments, establishment of branch offices, re-election of the Directors and Supervisors, appointment of the special committee members, renewing employment of our senior management and revision of our corporate governance system. The meetings were all prepared and convened in strict accordance with the provisions of the Articles of Association andthe Rules of Procedureof the Board of Directors of the Company, and the procedures and agenda of the meeting have become more reasonable and efficient. In order to ensure quality andefficiency of decision-making, the Directors would go through and study the proposals carefully before the meetings, and would communicate with the management or the relevant departments when necessary, or hold a "pre-meeting meeting" to discuss the matter thoroughly, while trying their best to be present, or attend the meeting via electronic means. In each meeting, the Directors would discuss the proposals thoroughly andactively participate in decision-making.

While performing their duties in a diligent manner, the Directors alsoattached great importance to the tracking and monitoring of implementation of their resolutions. The Board of Directors would regularly review the report on implementation of Board resolutions submitted by the management,so as to catch up with the progress of resolution implementation and address the problems arising herefrom, and come up with requirements on the following steps. From the feedback of implementation of the resolutions in 2013, we believed that most of them have been properly implemented.

III. The Committees performing their duties diligently in assisting the Board in performing their duties effectively.

The special committees under the Board of Directors are supporting bodies whose duties areto ensure effective decision-making by the Board, mainly by holding committeemeetings, attending importantmeetings at the corporate level and carrying out targeted inspections and investigations.

The Audit and Risk ManagementCommittee held 8 meetings in 2013, reviewed and approved a total of 18 motions, in which it had made recommendations to the Board, including butnot limited to regular reporting on financial settlements, financial planning, fuel hedging

strategy, appointment of our auditors, internal control evaluation, external guarantees, connected transactions and relevant regulationpromulgation. To obtain a better knowledge of theCompany down to the bottom, the Auditand Risk Management Committee carried out an inspection of the Company's european segment in 2013, focusing on production and management, marketing, profitability and internal control of its overseas operations, and came up with specific comments and recommendations, which provided valuable support to the management in its development, adjustment and improvement of the relevant managementand marketing strategies.

The Nomination and Remuneration Committee held four meetings in 2013, making recommendations on the Company's second grant of share appreciation rights and its implementation, re-electionof the Directors, determination of the remuneration of the independent directors and the Board diversitypolicy . The Strategy and Investment Committee heldthree meetings in 2013, mainly considering theannual capital expenditure plans, establishment of our Wenzhou branch and aircraft introduction and retirement plans.

In addition, the special committees actively attended the semi-annual andannual meeting of the Company to hear the report of the managementon corporate strategy implementation, production, operation and profitability management, so as to catch up with the Company's development and better assist the Board of Directors in their performing of duties.

IV. Constantly optimising our corporate governance policies, and consolidating the foundation for corporate governance.

In 2013, domestic and overseas securities regulatory authorities made adjustments in respect of promulgation of rules and regulatory priorities, according to which as well as the Company's actual situation,the Board of Directors made the following improvements in its regulatory system:

(1) Amending the Insider InformationManagement System of Air China Limited, the Regulatory System on the Use and Management of Proceeds of Air China Limited and the Internal Audit Regulations of Air China Limited. The revised Insider Information Management System clarified and expanded the coverage of insiders, and placed higherrequirements on the registration of the same. The Regulatory System on the Use and Management of Proceeds further loosened the use and management of idling and surplus funds, extendedthe term of the tripartite supervisory agreement for the raised funds saved in the dedicated accounts, and clarified the term of exchanging the raised funds. The Internal Audit Regulations further clarified the objectives,responsibilities, the reportingrelationship with the Audit and Risk Management Committee while extending its scope of work. The aboveregulatory systems have become an important ground and basis for strengthening the management of the relevant issues.

In addition, with the authorization of the general meeting, the Board of Directors revised the clauses of the Articles of Association regarding the Company's capital structure and registered capital, so as to reflect the status of its share capital after its non-public offering of A Shares.

(2) Formulatingthe Board Diversity Policy of Air China Limited. The Policy was formulated mainly in accordance with the requirements of Hong Kong Stock Exchange, which highlighted diversification of Board members, and provided the ground and basis for the Board to build up its own management personnel and for theNomination and Remuneration Committee to evaluate the candidates for the directors and senior management.

Through the amendment and formulation of these systems, the Board of Directors hasfurther improved the corporate governance system of the Company, and through constantly strengthening implementation of these systems,the Company's corporate governance has been constantly improved.

V. With proper compliance transparency, constantly improving the quality of our informationdisclosure.

For the Company's informationdisclosure efforts, the Board of Directors mainly placed its attentionon two aspects, i.e. compliance andeffectiveness. For provisional announcements, the key is compliance, and for regular reports, both compliance and effectiveness are substantial.

For provisional announcements, the Board required the Company to strictly follow the regulatory rules and guidelines on information disclosure both domestic and overseas, make timely and fair disclosureand ensure the truthfulness, accuracy and completeness of the information disclosed. In 2013, the Board of Directors of the Company issued a total of 52 provisional reports domestically, 91 reports overseas plus 3 circulars,in connection with, inter alias, the issuance of corporate bonds and shares, grant of share appreciation rights, purchase of aircraft,connected transactions, change of auditors, re-election of directors and supervisors, listing and trading of privately issued shares subject to trading moratorium. The Compilation and publicationof these announcements havestrictly followed the relevantrules and requirements, for which the regulatory authorities have given us extraordinary compliments, andthe Company has established a good reputationof compliance and integrityin the market.

For regular reports, the Board required the Company to emphasise effectiveness as well as compliance,i.e. the information disclosed by the Company should highlight and present to the market its features and achievements in each reporting period as well as its future plans and prospects, so that the Company's regular reports will be better oriented and more useful to the market. In 2013, the Company issued a total of four regular reports,with the annual and interim reports particularly reflectingthe above requirements, as a result of which the quality and transparency of the Company's informationdisclosure have been constantly improving.

VI. Emphasising research and innovation and maintaining well-targeted investor relations.

The Board attached great importance to investor relations management. In 2013, due to theeffect of the depressing macroeconomic environment and poor operating results of the wholeindustry, the Company delivered a sluggish performance in the capital market, with its share price
strugglingat a low level, which had an adverse effect on the Company's image. In addition to the regular result announcements and roadshows,the Company stepped up interaction with the media and its investorsby holding a series of activitiesincluding reverse roadshows and conversations with the senior management, in an attempt to demonstrate the Company's strategic positioning, identify the challenges and opportunities we faced, and illustrate the measures we had taken in response to the changes in the market, so as to improve our investors' comprehension of the Company. Meanwhile,the Company maintained frequent interaction with its investors,so as to identify the market trends andhotspots. By holding telephone conference and organizing various kinds of meetings with our investors as well as viae-mail and investor hotlines, we have made timely delivery of our corporate information and stepped up communication and interactionwith our investors, which greatly enhanced the Company's image in the capital market.

VII. Further intensifying the internal control and evaluation of the Company so as to improve our internal control normativesystem.

In an effort to continuously improve our internal control system, the Auditand Risk Management Committee put in a larger amount of their time and efforts in overseeing the Company in the development and evaluationof its internal control during the year, which met withgood results.

(I) A clearer frameworkfor internal control.

According to our general objective of internal control construction, we madea mid-and-long term plan for internal control improvement and completedthe top-level design of our internal control system. We also set up a general frameworkof internal control procedurescovering the Company's headquarters, 6 branches and 3 subsidiaries, which extendedthe internal control procedures throughout the Company and updated someof the internal control procedures. Meanwhile, we incorporated the results of our internal control construction and self-evaluation intothe Company's performance evaluation system and linked it with the appraisalof the performance of management at all levels. As per the principlethat internal control construction and evaluation should be independent from each other, the Company designated specific departments in charge of internal control construction andevaluation during the year, which had paved a solid foundation for our internal control construction.

(II) A more consistentand effective internalcontrol evaluation.

On one hand, in accordance with the regulations such as the Guidance on Corporate Internal Control Evaluation (《企業內部控制評價指引》), we developed the Administrative Measures on Internal Control Evaluation of Air China Limited (《中國國際航空股份有限公司內部控制評價管理辦法》), which p》rovided a systematic benchmark and guidancefor our internal control evaluation.On the other hand, the Auditand Risk Management Committee took an early start in its supervision over the internal control evaluation for 2013, going through the whole process from the very beginning, i.e. reviewing the evaluation and audit programs. Meanwhile, in order to eliminate the smallest possible errors in the internal control process, it expressly required the Company notto miss any defects, especially the general defects.

VIII. Constantly improving our own capacity, resulting in continuousenhancement of our dutyperformance.

The Directors kept up learning and actively participated in the relevant trainings organized by the regulatoryauthorities in 2013, including batch-by-batch participation in the training of directors held by Beijing SecuritiesRegulatory Bureau and two of our independent Directors attending the subsequenttraining held by Shanghai Stock Exchange. Through such trainings, our Directorsacquired a timely knowledge of the movements in the regulatory system as well as the latest polices and regulations, which greatly improved their duty performance.

During the year, the eight regulatory authorities, including the CSRC, the State-owned Assets Supervision and Administration Commission and Shanghai Stock Exchange put together a research group to carry out an inspection on the corporate governance of the Company, who wererather satisfied with our achievements herein. They also shared with us some of the better-developed management philosophy and experience, from which the Board benefited significantly.

As the third session of the Board of Directors would expire on October 28, 2013, the Board started to make preparations for the re-election of Directors in early 2013.After extensive collection of opinions from every possible channel, the Board conducted careful selection and qualification review on the candidates in accordance with the nomination procedures, as a result of which, our Directors, especially, our independentDirectors now come frommore diversified backgrounds and are armed with morediversified expertiseand experience in corporategovernance.

In 2013, the Board performed its duties in a diligent and pragmatic manner, fulfilling all itsresponsibilities and effectively enhancing the level of our corporate governance. In 2014, the Board will concentrated itsefforts on how to enhance its capacity of rational decision- making, carefully organize the general meetings and Board meetings, adequately and effectively perform all its functions, continue to search for well-developed corporate governance practices,so as to further improve its operational efficiency, enhance the level of our corporate governance and create greater value for our Shareholders.

By order of the Board

Air China Limited

25 March 2014

APPENDIX II

WORKREPORTOFTHESUPERVISORYCOMMITTEE FORTHEYEAR2013

In 2013, with the concerted efforts of all supervisors, the Supervisory Committee of the Company diligently performed itsduties stipulated in the PRC Company Law and other applicable laws and regulations, the Company's Articles of Association and the Rules of Procedures for the Supervisory Committee; and, to safeguard the best interestsof all Shareholders and by convening and attending relevant meetings, conducting special inspections, researches and investigations andother means, managed to understandthe major decisions made by the Company and supervisedthe legal compliance of the Company's operations and the performance of duties by the Board of Directors and its members as well as the senior management. The work performedby the Supervisory Committee in 2013 is presented as follows:

I. Meetings of the Supervisory Committee

In accordance with relevant laws and regulations, the Company's Articles of Association and the Rules of Proceduresfor the Supervisory Committee, the Supervisory Committee earnestly convened eight meetings in 2013, at which it studied and deliberated various important matters and approved 19 proposals,thereby contributing to the implementation of theCompany's strategiesand the completion of its production targets.

The 16th meeting of the third session of the Supervisory Committee held on 5 February 2013 considered and approved the Company's 2013 financial plan, the cash flow and fund-raising and financing plan, and the 2013 capital expenditureplan; the Administrative Measures for Share Appreciation Rights of Air China Limited (Amended) and the Company's planfor the second grant of share appreciation rights; and the Rules for the Management of Inside Information of Air China Limited (Amended).

The 17th meeting of the third session of the Supervisory Committee held on 25 March 2013considered and approved the 2012 report of the Supervisory Committee, the audited financial reports prepared by the Company in accordance withCAS and IAS, the 2012 annual report, the statement of the implementation of connectedtransactions for 2012, the special explanation to the receivables from controlling shareholders and related parties for 2012, the Company's 2012 profit distribution proposal, and the Company's 2012 internal control assessment report and internal control audit report.

The 18th meeting of the third session of the Supervisory Committee held on 24 April 2013 considered and approved the Company's first quarterlyreport of 2013 (including the financial report) and the Company's strategieson the operation of fuel hedging for 2013.

The 19th meeting of the thirdsession of the Supervisory Committee held on 6 May 2013 considered and approved the guarantee provided by the Company to secure the financing for theintroduction of 8 Boeing B777-200Faircraft by Air China Cargo Co., Ltd..

The 20th meeting of the third session of the Supervisory Committee held on 26 August 2013considered and approved the Company's 2013 interim report (including the financial report) and the Company's special report on the deposit and actual use of the funds raised in the first quarter of 2013, and approved the nomination of Mr. Li Qinglin, Mr. He Chaofan and Mr. Zhou Feng as candidates for the shareholder representative supervisors of the fourth session of the Supervisory Committee.

The 21st meeting of the third session of the SupervisoryCommittee held on 25 September 2013considered and approved the renewal of the framework agreements on the connected transactions between the Company and China National Aviation Corporation(Group) Limited, Cathay Pacific and Air China Cargo, and determinedthe annual caps of the transactions for

2014-2016.

The 22nd meeting of the third session of the Supervisory Committee held on 28 October 2013considered and approved the Company's third quarterlyreport of 2013 (including the financial report) and the Company's supplementary strategies on fuel hedging for 2013.

The first meeting of the fourth session of the Supervisory Committee held on 29 October 2013 considered andapproved the election of Mr. Li Qinglin as the chairman of the fourth session of the Supervisory Committee.

In addition, members of the Supervisory Committee attended two general meetings and satin on ten board meetings, thereby effectively performing supervision of the procedures for convening general meetings and board meetings as well as the topics for discussion and the procedures for voting at the meetings.During the reporting period, members of the Supervisory Committee performed its duty to supervise the Company's management by attending the Company's interim and annual work meetings and hearing the report of the Company's management on production operations and financial benefits.

II. Examinations, Investigations and Studies of the Supervisory Committee

In combination of the 2013 strategic objectives and focus of the Company, in this year the Supervisory Committee conducted on-site inspections and studies on the business departments at home and abroad and all supervisors had a deep understanding of the operations, management, business developments and problems and difficulties of domestic and overseas salesbusiness departments by ways of debriefing, discussions and visiting;the summary of the inspections and researches was written in the investigation report; the supervisors put forward concrete opinions and suggestions and reported to the Board of Directors and management as reference for decision making and management, whichprovided support for the Company to formulate, adjust and improve the related management and marketing strategies and offered better supervision for the sustainable and healthy development of the Company.

III. Re-Election of the Supervisory Committee

Earlier this year, accordingto the unified deployment of the re-electionmatter, the Supervisory Committee started the work in connection with the re-election of the supervisors; on the basis of solicit opinions from shareholders and all parties concerned,the Company conductedcareful selection and qualification review for the supervisor candidates in strict accordance with
the nominationprocedure of the Supervisory Committee. On the ground of fullyguaranteeing the legitimaterights and interests of shareholders and employees,the Company elected three shareholder representative supervisors and two employee representative supervisors, who consist of the Company's fourth session of the Supervisory Committee in accordance with the procedures of the general meeting of shareholders and the employee representatives' meeting. At the same time, the chairman of the Supervisory Committee was elected at the meeting of the new session of the Supervisory Committee and an organizationstructure of the Supervisory Committee was established.

IV. AttendingTraining by the SupervisoryCommittee

To continuously improve the executing ability of supervisors and strengthen their capabilities, the Supervisory Committee always attaches greatimportance to the continuous learning as well as regulation dynamics and focus in a timely manner. In this year, members of the Supervisory Committee participated in the special training courses for directorsand supervisors held by Beijing SecuritiesRegulatory Bureau in batches and the training records have been recorded in the executive integrity system of Beijing Securities Regulatory Bureau, which further enhanced the performanceability of supervisors.

V. Evaluation of Directors' Performance by the Supervisory Committee

In 2013, on the basis of daily supervision, the Supervisory Committee conducted evaluation of directors' performance on an annual basis. According to the evaluation scheme of performance, members of the SupervisoryCommittee carefully reviewed the 2013 work report of the Board of Directorsand organized assessment of performance of directors, considering that members of the Board of Directors were able to consciously abide by the laws, regulations and the Articles of Association, being honest and trustworthy, faithfullyperforming their duties, consciouslyaccepting supervision, actively safeguarding the interests of the Company, Shareholders, employees and other stakeholders. Members ofthe Board ofDirectors exercised their rights within the scope of their functions and powers, giving full play to their own expertise,and expressing opinions independently andobjectively. The evaluationresult is good. The monitoringand evaluation of the performance by the Supervisory Committee has played a positiverole in promoting the Company to improve the governance mechanism and driving the Board of Directorsand managers to efficiently perform their duties in accordance withlaws.

VI. Special Opinions of the Supervisory Committee

(i) Independentopinions on the operation of the Company in accordance with laws

In this year, the SupervisoryCommittee conducted supervision on the Company's general meeting of shareholders and the compliance of decision-making procedures of the Boardof Directors in accordance with the relevant laws, regulations and the Articles of Associationand reviewed the fulfillment and implementation of the resolutions adopted at the
shareholders' general meeting and the performance of senior management of the Company. The Supervisory Committee deemed that the Company has complied with the relevant state laws and regulations, with legal decision-making procedures and complete internal control system; the Company has formed the restriction, linkage and counterbalance among the authority organ, decision-making mechanism, executionorgan and supervisory authority. The Company's directors and senior management were found no violationof laws, regulations and Articles of Association in performing their duties, norwere they found any acts harmful to the interestsof the Company and Shareholders. The information disclosed by the Company was true,accurate and complete, prompt, and fair, and there was no misleadingand false information.

(ii) Independent opinions on the inspection of thefinancial conditionof the Company

In 2013, the Supervisory Committee believed that the standard unqualified annual auditor 's report issued by the accounting firms gave a true view of the financialposition and operating results of the Company after they focused on considering the quarterly, interim and annual financial reports.

(iii) Independent opinions on the connected transactions of the Company

In 2013, the former framework agreements on the connected transactions between theCompany and China National Aviation Corporation (Group) Limited, Cathay Pacific and Air China Cargo Co., Ltd. were renewed for another three years automatically, and the annual caps of the connected transactions for the 2014-2016period were determined respectively. After consideringthe connected transactions mentioned above and the implementation of the connected transactions of the Company in the year of 2012, the Supervisory Committee believed that the connected transactions between the Company andthe connected persons were conducted in the ordinary course of business of the Company and on normal commercial terms. The rights and obligations of all relevant parties were determined by agreements on an arm's length basis, and the transaction prices were fair and reasonable and the relevant transactions wereconducted in line with business practice. Directors and shareholders whohad an interest in the transactions had abstained from voting; the voting procedure waslegitimate and valid, and there was no action that has prejudiced the interests of the Shareholders as a whole.

(iv) Reviews and opinions on the internal control self-evaluation report

In 2013, after considering the internal control evaluationreport of the Company and theinternal control auditor 's report issued by theinternal control auditor, the Supervisory Committee believedthat the internal control evaluation report of the Company gave a true andaccurate view of the internal control situation of the Company.

(v) Independentopinions on the use of proceeds

In 2013, the Company has completed the non-public offering of A shares. After carefully checking the 2013 interim special report on the deposit and actual use of the raised funds of A shares that they have considered, the Supervisory Committee believed thatno non-compliance conducts in the deposit and actual use of raised funds during the non-public offering of A shares by the Company were found.

(vi) Opinions on the implementation of registration and administration system for persons with insider information sources

In 2013, the Company amended the Rules for the Management of Insider Information and registered and filed the matters related to insider information according to the provisionsstipulated in the Rules for the Management of Insider Information. The Supervisory Committee did not identify any situation where the Directors, supervisors, senior management and relevant persons with insider information sources traded shares usinginsider information prior to the disclosure of the major sensitive information which could affect the Company's share price.

In the past year, the Supervisory Committee fully exercised its functions of inspection and supervision, safeguarded the legitimate rights and interests of the Company and its Shareholders as a whole, and completed a number of targets set at the beginning of the year.Looking forward to 2014, the Supervisory Committee will, as always, continue to perform its duties earnestly and diligentlyand strengthen inspection and supervision, so as to bring into full play the role of the Supervisory Committee and make new contributions to improving the Company's corporate governance and fostering theCompany's sustainableand healthy development.

Members of the Supervisory Committee: Li Qinglin, He Chaofan, Zhou Feng, Xiao Yanjun and Shen Zhen

24 March 2014

APPENDIX III

2013DUTYREPORTOFTHEINDEPENDENT NON-EXECUTIVEDIRECTORS

Being the independentnon-executive directors of Air China Limited(hereinafter referred to as the "Company"), we have diligentlycarried out our duties and functions,provided objectiveopinions in strict compliance with the PRC Company Law, the PRC SecuritiesLaw, the Guidelines on the Establishment of Independent Directorship of Listed Companies, the Codeof Corporate Governance for Listed Companies, and other laws and regulations including thelisting rules of both the domestic and overseas listing venues of the Company, as well as the relevant requirements of the Articles of Association and the Work Procedures of Independent Non-executive Directors of the Company, thereby protectingthe overall interests of the Company as well as the legitimateinterests of all shareholders, especially those of its minority shareholders. Our performanceof duties and functionsin 2013 is hereby reported as follows:

I. Basic informationof independent directors

The Board currently has four independent directors, more than one-third of the number of Boardmembers, who are professionals in the legal,finance, aviation and business management areas. The proportion of independent directors and professional qualification comply with the requirements of relevant laws and regulations.

In accordance with the requirements of the PRC and overseas listingrules, the four independent directors have submitted a declarationof independence, confirmingthe independence of the independentdirectors.

As of 31 December 2013,the independent directors of the Company are Mr. Fu Yang, Mr. Yang Yuzhong, Mr. Pan Xiaojiangand Mr. To Chi KeungSimon. Mr. Li Shuang and Mr. Han Fangming, former independent directors, left on 29 October 2013 due to expiration of their terms. Biographies of the current four independent directors are as follows:

Mr. Fu Yang, aged 64, previouslyserved as deputy director of the Economic Law Office of the National People's Congress Law Committee, Vice Presidentof the third, fourth and fifth sessions of the All China Lawyers Association, a visiting professor of Center for Environment Law at the Law School of Renmin University of China. He is a partner andthe director of Kang Da Law Firm in Beijing. He is also an arbitratorof China International Economic and Trade Arbitration Commission. Mr. Fu has been serving as an independent non-executive director of the Company since June 2009.

Mr. Yang Yuzhong, aged 69, graduatedfrom Beijing Aeronautical Institute majoring in aircraft design and manufacturing. Mr. Yang served as the Deputy GeneralManager of China Aviation Industry CorporationI, the head of Chinese Aeronautical Establishment and the chairman of AVIC1 CommercialAircraft Co., Ltd., consultantof Aviation Industry Corporation of China, independentnon-executive director of China National Materials Company Limited andChina South Locomotive & Rolling Stock CorporationLimited. Mr. Yang also served as an external director of China National Materials Group Corporation Ltd. since December 2009. Mr. Yang has been serving as an independent non-executive director of the Company since May

2011.

Mr. Pan Xiaojiang, aged 61, holds a Ph.D. degree in Management from Tsinghua University and is a senior economist and China CertifiedPublic Accountant. He has served as Deputy Director of the Accounting Management Department of the Ministry of Finance ("MOF"); Deputy Director of Chinese Institute of Certified Public Accountants; Deputy Director, Directorand Deputy Director-general of the World Bank Department of the MOF; and Deputy Director-general of the International Department of the MOF. Mr. Pan was appointed as supervisorrepresenting shareholders and officedirector of the supervisorycommittee of Agricultural Bank of China Limited from January 2009 to January 2012; leader of the fifth patrol team of the Communist Party Committee of Agricultural Bank of China Limited from March2012 to January 2013.Since May 2013, Mr. Pan has been serving as an independent director of Tsinghua Tongfang Limited. Mr. Pan has been serving as an independent non-executive directorof the Company since October 2013.

Mr. To Chi Keung Simon, aged 62, holds a First Class Bachelor 's Honours Degree in Mechanical Engineering from the Imperial College of Science and Technology (London University) and a Master 's degree in Business Administration from Stanford University's Graduate School of Business. He has served as divisional manager of the Industrial Project Division of Hutchison Whampoa (China) Limited, independent non-executive director of China Southern Airlines Company Limited, non-executive director of Shenzhen International Holdings Limited. He is currently the managing director of Hutchison Whampoa (China) Limited and chairmanof Hutchison China MediTech Limited, vicechairman of Guangzhou Aircraft Maintenance & EngineeringCo. Ltd., a director of China Aircraft ServicesLimited, chairman of BeijingGreatwall Hotel, chairman of Hutchison Whampoa (China) Commerce Limited, chairman of Guangzhou Hutchison Logistics Services Company Limited, chairman of Hutchison Whampoa GuangzhouBaiyunshan Chinese MedicineCompany Limited, vice chairman of ShanghaiHutchison Pharmaceuticals Limited, chairman of Hutchison Optel Telecom Technology Co., Ltd. and chairman of Shanghai HutchisonWhitecat Co., Ltd.. Mr. To has been serving as an independent non-executive director of the Company since October 2013.

II. Attendanceof independent non-executive Directors in meetings

As independent non-executive directors, we have actively participated in Board meetings, attended general meetings and presided over meetings of specialised committees under the Boardin accordance with the principles of diligence and integrity. Prior to any Board meeting, we carefully reviewed all information provided by the Company, attentivelylistened to the reports of relevant departments whennecessary, and made full preparation for discussionof all proposals and decision-making at Board meetings. At the Board meeting, we carefully considered each of the proposals based on our experience and expertise, actively participated in discussions, made relevant recommendations and expressedour independent opinions with objective attitude.

In 2013, the Company convened 2 general meetings,10 Board meetings, 8 meetings of the audit and risk
managementcommittee, 4 meetings of the nomination and remuneration committee,with the attendance
rate of each of the independent non-executive Director as shown below:

Name	Expected attendance ofBoard meetings (10)	Attendance ofBoard meetingsin person	Attendancevia telecommunications	Attendance byproxy	Absence	Attendance ofgeneral meetings (2)	Meetingsof theAudit andRisk Management Committee (8)	Meetingsof the nomination and remuneration committee (4)
FuYang	10	10	4	0	0	2	8	4
LiShuang	8	8	3	0	0	2	7	3
HanFangMing	8	6	5	2	0	1	N/A	3
YangYuzhong	10	9	3	1	0	2	N/A	N/A
PanXiaojiang	2	2	1	0	0	N/A	1	1
ToChiKeung Simon	2	2	1	0	0	N/A	N/A	1

In addition, by attending the annual and semi-annual working meetings of the Company andreceiving special reports and information delivered by the Company on a regular basis, we developed an in-depth understanding of the Company's business and financialoperations as wellas service guarantee, etc.. We also made various recommendations on areas such as corporate strategic development, riskmanagement and standardised operations. In view of the above, we have demonstrated our professional strength and played an active role in the decision-making process of the Board and the standardised operations of the Company.

III. Studies and inspectionsorganised and conducted

To better understand thesituation the company's daily operations, financial management and other standardised operation, the independent directors carried out on-site inspections on theCompany's Geneva and Milan sales departmentsduring the year. Through listeningto verbal reports,meetings and visits, we had in-depth understanding of the business of the sales departments andthe problems and difficulties faced by them. We intensivelyexamined the production,operation and management, marketing, financial performance and internal control ofthe sales departments. An inspectionreport was subsequently made in which opinions and suggestions of independent directors are set out. The Board and management of the Company havebeen informed of the report which would serve as a referencefor decision-making and management, provides support for the Company's management to formulate, adjust and improve relevant management and marketing strategies,thus enhancing the sustainable and healthy development of the Company.

IV. Importantconcerns during the performance of duties by independent non-executive directors during the year

In 2013, we paid special attention to the following issues, made independent objective judgments in connection with the legality and conformity of the decision, implementation and disclosure of relevant issues, and expressedour independent opinions.The details are as follows:

(1) Connected transactions

We provided independent opinions in connection with the renewal of the existing framework agreements signed with China National Aviation Corporation (Group) Limited, Cathay Pacific Airways Limited and Air China Cargo Co., Ltd. and the respective annual caps of the connectedtransactions from 2014 to 2016 contemplated by those agreements as well as the conduct of connected transactions by the Company in 2012.We considered that the connected transactions between the Company and connected parties were conducted in theordinary course of business of the Company, the rights and obligations of all relevant parties were determined by agreements on an arm's length basis, and the transaction prices were fair and reasonable and the relevant transactions wereconducted on normal commercial terms and practice. Directors and shareholders whohad an interest in the transactions had abstained from voting respectively, the voting procedures were legitimate and effective, and there was no action which has prejudiced theinterests of shareholders as a whole.

(2) Guarantees in favour of external parties and appropriation of funds

In 2013, the Company provided guarantees for aircraft finance in relation to the introduction of eight B777-200Faircraft by Air China Cargo Co., Ltd.. After our review, we are of the opinion that the decision making process in connection with the offer of external guarantee complied with the requirements of relevant laws and regulations and theArticles of Association. We are also concerned about any appropriation of funds by the controlling shareholder or its connectedparties for reasons other than operations. Following our inquiries,we concluded that there was no appropriation of funds by the controlling shareholder or its connected parties for reasons other than operations.

(3) Use of proceeds

The Company completeda non-public share offer of A Shares in the year. We have reviewed the special report on the conditionof the disposal and actual utilization of proceeds raised by the A Share issue in the half year of 2013. After careful examination, we are of the opinion that there is no non-compliance in relation to the disposal and use of proceeds raised by the A Share issue.

(4) Nomination and remuneration of senior management personnel

During the year, the Company completed theelection of board members for the current year. We carefullyreviewed the qualifications of candidates for directors and senior management members, the nomination and review processes and issued an independent opinion that the nomination and appointment of directorsand senior management personnel were in line with the employment criteria set out in the Company Lawand Articles of Association, and the board member appointment procedures complied withthe relevant laws and regulations.

(5) Appointment or change of our auditors

We expressed independent opinions on termination of the appointment of Ernst & Young and Ernst & Young Hua Ming as the international and domestic auditors and the appointment of KPMG and KPMG Huazhen as the international and domestic auditors of the Company for the year 2013, respectively, and KPMG Huazhen as the internal control auditor for the year 2013. Weare of the opinion that, the change of the abovementioned auditors of the Company was in the interests of the Company and its shareholders, which had been considered and approved in a legitimateand effective procedure, and in line withthe requirements of relevant laws and regulations and the Articles of Association of theCompany.

(6) Cash dividends

During the reportingperiod, we reviewed and expressed independent opinions on thepreliminary profit distribution plan for 2012. We are of the opinion that, the Company hasattached great importance to giving reasonable investment returns to shareholders while maintaining sound and sustainable development. It has established a policy of profit distribution in a sustainableand steady way, which is in line with the provisionsof the existing laws and regulations, andconstructive to protectingthe legitimate rights and interests of the investors. No acts were found detrimental to the interests of the Company or the interestsof minority shareholders.

(7) Fulfilment of undertakings by the Company and shareholders

The Company had sorted out the undertakings made by the Company and the controlling shareholder in previous years, the fulfilmentprogress of which had been disclosed in the periodic reports in 2013 as required. Having conducted careful review, we believe that neither the Company nor the controlling shareholder hasbreached their respectiveundertakings as at 31 December 2013.

(8) Implementation of information disclosure

In 2013, the Company prepared and published fourperiodic reports (including financial reports) and 52 domestic announcements. Wehave monitored the disclosure of information by the Company in 2013,and are of the opinion that the Company has followed the principlesof "open, just and fair" in respect of its information disclosure whichwas in line with the relevant provisions under the Rules Governing the Listing of Securities on the Shanghai Stock Exchange and the Information Disclosure Guidelines of theCompany. Therefore,the Company has duly fulfilled its obligation of ensuring the disclosure of true, timely, accurateand complete information.

(9) Internal controls

The Company continued to improve its internal control system and steadily proceeded with the construction of the internal control system in strictaccordance with regulatory requirements. During the year, we consideredthe internal control evaluation report and the internal audit reports issued by the internal control auditor. We are of the opinion that theinternal control evaluation report has truly reflectedthe situation of the Company's internalcontrol.

(10) Operationof the Board of Directors as well as its specialised committees

In compliance with the provisions of the Articles of Association, the Board of Directors consists of 12 directors, including 6 non-executive directors, 2 executive directors and 4 independent directors, the number and composition of which have satisfied the requirements of relevant laws and regulations. In 2013, the Board of Directors and the specialised committees have carried out their duties and functions effectively in strict compliance with the requirements of the Articles of Association, Rules andProcedures for Board Meeting and the rules of procedures for each specialised committee.

In 2014, we will continue to follow the principlesof prudence, diligence and integrity and the spirit of being accountable to the Company and all shareholders. In addition, we will enhance communications with the directors,supervisors and managementof the Company and pay special attention to important issues includingconnected transactions, external guarantees and information disclosures, thereby protecting the legitimate interests of investors, especially theminority shareholders from any damage, and providing strong support for the sustainable andhealthy development of the Company.

Signed by Independent Directors:

Fu Yang Yang Yuzhong Pan Xiaojiang To Chi Keung Simon

25 March 2014

APPENDIX IV NOTICEOFANNUALGENERALMEETING

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

(Stock Code: 00753)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting ("AGM") of Air China Limited (the "Company") forthe year ended 31 December 2013 will be held at 2:00 p.m. on Thursday, 22 May 2014 at The ConferenceRoom, 29/F, Air ChinaBuilding, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC for the following purposes:

ORDINARY RESOLUTIONS

1. To consider and approve the work report of the board of directors(the "Board") of theCompany for the year 2013;

2. To consider and approve the work report of the supervisory committee of the

Company for the year 2013;

3. To consider and approve the audited consolidated financial statements of the Company for the year 2013 prepared under the PRC Accounting Standards and the International Financial Reporting Standards;

4. To consider and approve the profit distribution proposal for the year 2013 as recommended by the Board (including approving the appropriation of 10% of the balance of the net profit of the Company of the year 2013 as set out in the financial statements prepared under the PRC Accounting Standards into the discretionary surplus reserve of the Company and the distribution of a cash dividend of RMB593 million, or RMB0.4531 (including tax) per ten shares based on the total number of 13,084,751,004 shares of the Company, forthe year 2013 and to authorise the Board to implement such proposals;

5. To consider and approve the re-appointment of KPMG as the Company's international auditor and KPMG Huazhen (Special General Partnership) as the Company's domestic auditor and internalcontrol auditor respectively for the year ending 31 December 2014 and to authorise the management of the Company to determine their remunerations for the year 2014;

6. To consider and approve the increase of remuneration of independent non-executive directors of the Company;

7. To consider and approve the appointmentof directors of the Company.

7.1. To consider and approve the appointment of Mr. Song Zhiyong as an executive director of the Company;

7.2. To consider and approve the appointment of Mr. John Robert Slosar as a non-executive director of the Company.

"Cumulative voting" will be used in respect of sub-resolutions no. 7.1 and no. 7.2. Please referto note 4 for details.

SPECIAL RESOLUTIONS

To consider and approve the following resolutions as special resolutions (items 8 to 9):

8. "THAT

(a) the authorisation of the Board of the Company to allot, issue and deal with additional shares of the Company be and is hereby approved:

(1) subject to paragraph(3) of this resolution, the exercise by the Board of theCompany during the RelevantPeriod (as defined in paragraph (4) of this resolution) of all the powers of the Company to allot, issue and deal withadditional A Shares and/or H Shares of the Company (hereinafter referred to as "Shares") and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

(2) this approval shall authorise the Board of the Company during the Relevant Period to make or grant offers, agreements and options which mightrequire the exercise of such powers after the end of the Relevant Period;

(3) the amount of additionalA Shares and 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 separatelyor concurrently by theBoard of the Company pursuant to the approval in paragraph (1) of thisresolution 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 resolution; and

(4) for the purpose of this resolution:

"Relevant Period" means the period from the passing of this resolution until the earlier of:

(i) the conclusionof the next annual general meeting of the Company; (ii) the expirationof the 12 months period following the passing of this

resolution; and

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

(b) the Board of the Company be and is hereby authorised to increase the registered capital of the Company to reflect the issue of Shares authorised underthis resolution, and to make such appropriateand 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 andto take any other action andcomplete any formality required to effect such increase of the registered capital of the Company;"

9. "THAT the Board of the Company be and is hereby authorised,generally and unconditionally, to issue, in one or multiple tranche(s), debt financing instruments within the permissible size under the applicable laws and regulations. Debt financing instruments include but are not limited to corporate bonds, ultra-short- termcommercial papers, short-term commercial papers, mid-term notes, domestic non-public targeted debt financing instruments, overseas non-public targeted debt financing instruments and overseas bonds/notes denominated in RMB or foreign currencies."

By order of the Board Air China Limited CaiJianjiang Chairman

Beijing, PRC, 3 April 2014

As at the date of this notice, the directors of the Company are Mr. Cai Jianjiang,Ms. Wang Yinxiang, Mr. Cao Jianxiong, Mr. Sun Yude, Mr. Ian Sai Cheung Shiu, Mr. Fan Cheng, Mr. Fu Yang*, Mr. Yang Yuzhong*, Mr. Pan Xiaojiang*and Mr. Simon To Chi Keung*.

* Independent non-executive director of the Company

Notes:

1. Closure of Register of Members

(i) Eligibility for attending the AGM

Holders of H Shares of the Company are advised that the register of members of the Companywill close from Tuesday, 22 April 2014 to Thursday, 22 May 2014 (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 mustbe lodged with the Company's H Share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17/F., Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, by4:30 p.m. on Thursday, 17 April 2014.

Shareholders of the Company whosenames appear on the register of members of the Company on the close of business on Thursday, 17 April 2014 are entitledto attend the AGM.

(ii) Eligibility for receiving 2013 final dividends

The Board of the Company has recommended the paymentof a final dividendof RMB0.4531 (including tax)per ten shares for the year 2013. If the final dividend is payable by the passing of Resolution No. 4 by the shareholders, it will be paid to shareholders whose names appear on the register of members ofthe Company at the close of business on Monday, 9 June 2014.

The register of members of the Company will be closed from Tuesday, 10 June 2014 to Sunday, 15 June 2014 (both dates inclusive)during which period no transfer of H shares of the Company will be registered. In order to be entitled to receive the 2013 final dividends (if approved), all transfers of H shares of the Company accompanied by the relevantshare certificates and appropriate transfer forms mustbe lodged with the Company's H shares registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17/F., Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong notlater than 4:30 p.m. on Monday, 9 June 2014.

2. Notice of attendance

H Share shareholders who intend to attend the AGMshould complete and lodge the accompanying notice of attendance and return it to the Company's H Share registrar on or before Friday, 2 May 2014. The notice of attendance may be delivered by hand, by post or by fax to the Company's H Share registrar Computershare HongKong Investor Services Limited, at 17M Floor, HopewellCentre, 183 Queen's Road East, Wan Chai, HongKong. Completion and return of the notice ofattendance do not affect the right of a shareholder to attend the AGM. However, the failure to return the notice of attendancemay result in an adjournment of the AGM, ifthe number of shares carrying the right to voterepresented by the shareholders proposing to attend the AGM bythe 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 AGMis 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 appointedby an instrument in writing. Such instrument shall be signed by the appointer or hisattorney duly authorised in writing. If theappointer is a legal person, then the instrument shall be signed under a legalperson's seal or signed by its director or an attorney duly authorised in writing. Theinstrument appointingthe proxy shall be deposited at the Company's H Share registrar for holders of H 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 bythe 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.

4. Cumulativevoting

Directors of the Company shall be elected through cumulativevoting at the AGM. The number of total votes thata shareholder can exercise is decided by the following factors: (i) the number of shares held by such shareholders, and(ii) the number of directors to be elected. For every shareheld by a shareholder who participates in the voting, the shareholder will have the same number of voting rights which equals the number of directors to be elected. A shareholder may give all his or her votes to one candidate or divide his or her votes among several candidates. Directors are elected at the AGM based on the total number of votes he or she receives.

5. Other businesses

(i) The AGM is expectedto last for two hours. Shareholders and their proxies attending the meeting shall beresponsible for their own traveling and accommodation expenses.

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

17M Floor

Hopewell Centre

183 Queen's Road East

Wanchai

Hong Kong

Tel No.: (852) 2862 8628

Fax No.: (852) 2865 0990

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

(Stock Code: 00753)

FORM OF PROXY FOR ANNUAL GENERAL MEETING

Number of shares to which this form of proxy relates (Note 1)

I/We(Note 2)

being the registered holder(s) of(Note 3)

H Shares in the share capital of Air China Limited (the "Company") HEREBY APPOINT(Note 4) the chairman of the meeting

(Note 4)

and/or

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 2:00 p.m. on Thursday, 22 May 2014 at TheConference Room, 29/F, Air China Building,36 Xiaoyun Road, Chaoyang District, Beijing, PRC (the "Meeting") forthe 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 forme/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 5)	AGAINST(Note 5)
1.	To consider and approve the work report of the board of directors (the "Board") of the Company for the year 2013.
2.	To consider and approve the work report of the supervisory committee of the Company for the year 2013.
3.	To consider and approve the audited consolidated financial statements of the Company for the year 2013 prepared under the PRC Accounting Standards and the International Financial Reporting Standards.
4.	To consider and approve the profit distribution proposal for the year 2013 as recommended by the Board and to authorise the Board to implement such proposals.
5.	To consider and approve the re-appointment of KPMG as the Company's international auditor and KPMG Huazhen (Special General Partnership) as the Company's domestic auditor and internal control auditor respectively for the year ending 31 December 2014 and to authorise the management of the Company to determine their remunerations for the year 2014.
6.	To consider and approve the increase of remuneration of independent non-executive directors of the Company.
7.	To consider and approve the appointment of directors of the Company:(Note 11)
	7.1 To consider and approve the appointment of Mr. Song Zhiyong as an executive director of the Company.
	7.2 To consider and approve the appointment of Mr. John Robert Slosar as a non-executive director of the Company.

SPECIAL RESOLUTIONS		FOR(Note 5)	AGAINST(Note 5)
8.	To authorise the Board 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 A Shares and H Share (as the case may be) in issue at the date of passing this resolution, and to authorise the Board 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 the general mandate.
9.	To consider and approve the resolution in relation to the grant of a general mandate to the Board of the Company to issue debt financing instruments.

Dated this day of , 2014 Signature(Note 6)

Notes:

1. Pleaseinsert the number of sharesregistered in your name(s) to which this proxy form relates. If no number is inserted, this form of proxy willbe 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 registeredin 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 outthe 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. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK IN THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICKIN THE BOX MARKED "AGAINST". Failure to complete the boxes will entitle your voting proxy to cast his vote at his discretion. A member is entitled to one vote for every fully-paidshare 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 castaccordingly. 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.

6. This form of proxy must be signed by you or your attorney duly authorisedin writing, or in the case of a corporation, must be either under sealor 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.

7. 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 deliveredto the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, 17M 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).

8. Completionand delivery of a form of proxy will not preclude you from attending and/or voting at the Meeting (or any adjournmentthereof)

if you so wish.

9. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLEDBY THE PERSON(S) WHO SIGN(S) IT.

10. To attend and represent the shareholder(s) at the Meeting, the proxy so appointed must produce beforehand his identification document andany power of attorney duly signed by his appointor(s) or the legal representative(s) of his appointor(s). The power of attorney must statethe date of issuance.

11. "Cumulative voting" will be used in respect of resolution no. 7 whereas other resolutionswill be voted by normal voting.

In "cumulative voting", for every share held by a shareholderwho participates in the voting, the shareholder will have the same number of voting rights which equals the number of directorsto be elected. Such shareholder may cast all his votes on one single candidate or different candidatesseparately. Cumulativevoting will be used in carrying out the voting and the counting of voting results in respect of sub-resolutions no. 7.1 and no. 7.2.

Set out below is an example illustrating the voting method using cumulative voting in respect of resolution no. 7. Please fill in your intention of voting in accordance with the following instructions:

(i) In relation toresolution no. 7, for every share held by you, you will have the same number ofvoting rights which equals the number of directors to beelected. For example, if you are holding 1 million shares and two directors areto be elected at the Meeting, the aggregate number of votes which you will have will be 2 million (i.e. 1 million shares x 2 = 2 million voting shares) for resolution no. 7.

(ii) You may cast on every candidate such votes which represent thesame number of shares held by you; or cast all your votes which represent the total number of shares held by you multiplied by the total number of directors to be elected on one candidate. If you wishto cast equal number of votes to each candidate for director, please tick in the boxes marked "FOR" or "AGAINST" as appropriate. Otherwise, please specify the number of votes cast for each of the two candidates for director in the boxes marked "FOR"or "AGAINST". For example, if you are holding 1 million shares, the number of your votes regardingresolution no. 7 is 2 million. You may choose to cast the 2 million votes equally between the two candidates(FOR or AGAINST); or to cast all your 2 million votes on one candidate (FOR or AGAINST); or cast 1.5 million votes to candidate A for director (FOR or AGAINST),

0.5 million votes to candidate B for director (FOR or AGAINST), etc.

(iii) When the total votes, represented by the shares held by you multiplied by the number of directors to be elected, are used up after voting for a candidate,you will have no votes remaining to be cast on the other candidate. i.e., the total number of both of your FORand AGAINST votes cast for two candidatesfor directors shall not exceed the aggregatenumber of votes to which you are entitled.

(iv) Please note that when the total votes cast by you on one candidate or two candidatesfor director exceeds the total votes to which youare entitled, all the votes cast will become invalid and be regarded as abstain votes; when the total votes cast by you on one candidate or two candidates for director are less than the totalvotes to which you are entitled,the votes are valid and theremaining votes will be regarded as abstain votes. For example, if you are holding 1 million shares, the number of your votes regarding resolution no. 7 is 2 million: (a) if you fill in the "FOR" or "AGAINST" of "cumulative voting" under sub-resolution no. 7.1 with "2 million shares", you have used up all the votes to which you are entitled, which results in you having no votes for the other candidate for director. Should you fill in the blanks under sub-resolution no. 7.2 with any number of shares (other than 0), all your votes on resolution no. 7 will be invalid; or (b) if you fill in the "FOR" (or "AGAINST") of "cumulative voting" under sub-resolution no. 7.1 with "1 million shares" and under sub-resolution no. 7.2 with "0.5 million shares", the 1.5 million of votes castby you are valid and the remaining 0.5 million of votes will be regarded as abstain votes.

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

(Stock Code: 00753)

ANNUAL GENERAL MEETING NOTICE OF ATTENDANCE

To: Air China Limited (the "Company")

I/We (Note 1)

of ,

being the registeredholder of (Note2) H 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 2:00 p.m. on Thursday, 22 May 2014 at The ConferenceRoom, 29/F, Air China Building, 36 Xiaoyun Road,Chaoyang District, Beijing, PRC or to appoint proxies to attend on my/our behalf.

Signature:

Date: 2014

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 registeredin 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 Shares registrar, Computershare Hong Kong Investor Services Limited on or before Friday, 2 May 2014.