Notice of AGM

Air China Ld
11 April 2007


                               AIR CHINA LIMITED

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

                               (Stock Code: 753)


                        NOTICE OF ANNUAL: GENERAL MEETING


NOTICE IS HEREBY GIVEN that an annual general meeting ('AGM') of Air China
Limited (the 'Company') for the year ended 31 December 2006 will be held at 2:30
p.m. on Wednesday, 30 May 2007 at The Conference Room, Air China Building, 36
Xiaoyun Road, Chaoyang District, Beijing, PRC for the following purposes:


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


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


3.      To consider and approve the audited consolidated financial statements of
the Company for the year 2006 prepared under the Accounting Standards and
Accounting System for Enterprises of the PRC and International Financial
Reporting Standards;


4.      To consider and approve the profit distribution proposal and the
dividends distribution proposal for the year 2006 as recommended by the Board of
Directors of the Company and to authorize the Board of Directors to implement
such proposals;


5.      To consider and approve the reappointment of Ernst & Young as the
Company's international auditors and Ernst & Young Hua Ming CPAs Limited
Company as the Company's domestic auditors for the year ending 31 December 2007
and to authorise the management of the Company to discuss with them matters in
relation to engagement contracts and remunerations;


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


6A.    'THAT:


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


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


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


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


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


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


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


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


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


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


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


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


are replaced by the following:


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


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


                             By order of the Board

                               Air China Limited

                                  Li Jiaxiang

                                    Chairman


Beijing, PRC, 11 April 2007


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


Notes:


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


             Holders of H Shares of the Company are advised that the register of
members of the Company will close from 1 May 2007 to 30 May 2007 (both days
inclusive), during which time no transfer of H Shares of the Company will be
effected and registered. In order to qualify for attendance at the AGM,
instruments of transfer accompanied by share certificates and other appropriate
documents must be lodged with the Company's H Share registrar, Computershare
Hong Kong Investor Services Limited, by 4:00 p.m. on 30 April 2007. The final
dividends are expected to be paid on 29 June 2007 after it is approved at the
AGM.


             Shareholders of the Company whose names appear on the register of
members of the Company at the close of business on 30 April 2007 are entitled to
attend the AGM.


2.          Notice of attendance


             Shareholders who intend to attend the AGM should complete and lodge
the accompanying notice of attendance and return it to, for holders of H Shares,
the Company's H Share registrar, or for holders of Domestic Shares, the
Company's Board Secretariat, on or before 9 May 2007. The notice of attendance
may be delivered by hand, by post or by fax to the Company's H Share registrar,
or to the address of the Company's Board Secretariat (as may be applicable).
Completion and return of the notice of attendance do not affect the right of a
shareholder to attend the AGM. However, the failure to return the notice of
attendance may result in an adjournment of the AGM, if the number of shares
carrying the right to vote represented by the shareholders proposing to attend
the AGM by the notice of attendance does not reach more than half of the total
number of shares of the Company carrying the right to vote at the AGM.


3.          Proxy


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


             A proxy shall be appointed by an instrument in writing. Such
instrument shall be signed by the appointer or his attorney duly authorised in
writing. If the appointer is a legal person, then the instrument shall be signed
under a legal person's seal or signed by its director or an attorney duly
authorised in writing. The instrument appointing the proxy shall be deposited at
the Company's H Share registrar for holders of H Shares or at the address of the
Company's Board Secretariat for holders of Domestic Shares not less than 24
hours before the time appointed for the holding of the AGM. If the instrument
appointing the proxy is signed by a person authorised by the appointer, the
power of attorney or other document of authority under which the instrument is
signed shall be notarised. The notarised power of attorney or other document of
authority shall be deposited together and at the same time with the instrument
appointing the proxy at the Company's H Share registrar or the address of the
Company's Board Secretariat (as may be applicable).


4.          Other businesses


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


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


46th Floor
Hopewell Centre
183 Queen's Road East
Wanchai
Hong Kong
Tel No.: (852) 2862 8628
Fax No.: (852) 2865 0990


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


Secretariat of the Board
Air China Limited
South Terminal
Beijing Capital International Airport
Chaoyang District
Beijing 100621
PRC
Tel No.: (86 10) 6458 0753
Fax No.: (86 10) 6458 5095
Contact Person: Mr. Zhou Wu



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