Notice of AGM

Air China Ld
28 April 2006



        THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ACTION

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

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

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




                              AIR CHINA LIMITED

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

(1) PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION

(2) PROPOSED APPOINTMENT OF NEW NON-EXECUTIVE DIRECTOR

(3) GENERAL MANDATE TO ISSUE SHARES AND

    NOTICE OF ANNUAL GENERAL MEETING


A notice convening an annual general meeting of the Company's 'AGM'
to be held at 2:30 p.m. on Monday, 12 June 2006 at The Conference Room, 29/F,
Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC is set out
on pages 6 to 10 of this circular. The notice of attendance and form of proxy
are enclosed herein. Whether or not you are able to attend the AGM, please
complete and return the enclosed form of proxy in accordance with the
instructions printed thereon as soon as practicable and in any event not less
than 24 hours before the time appointed for holding the AGM. If you intend to
attend the AGM, you are required to complete and return the notice of attendance
together with any necessary registration documents to the Secretariat of the
Board of the Company in person or by post or fax on or before 23 May 2006.


Completion and return of the form of proxy will not preclude you from attending
and voting at the meeting or at any adjourned meeting should you so wish.



28 April 2006




                                    CONTENTS


                                                                 Page

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

Letter from the Board

1.     Introduction . . . . . . . . . . . . . . . . . . . . . . . . 2

2.     Proposed amendment to the Articles of Association . . . . . .3

3.     Reasons for the proposed amendment . . . . . . . . . .  . . .3

4.     Appointment of new non-executive director . . . . . . . . . .3

5.     General mandate to issue shares . . . . . . . . . . . . . . .4 

6.     Recommendation     . . . . . . . . . . . . . . . . . . . . . 4

7.     AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

8.     Procedures for demanding on poll . . . . . . . . . . . . . . 5

9.     General information . . . . . . . . . . . . . . . . . . . . .5

Notice of Annual General Meeting . . . . . . . . . . . . . . . . . .6


                                      1

                                  DEFINITIONS


In this circular, the following expressions have the following meanings, unless
the context requires otherwise:



'AGM'                           The 2005 annual general meeting of the Company 
                                to be held at at 2:30 p.m. on Monday, 12 June 
                                2006 at The Conference Room, 29/F, Air China 
                                Building, 36 Xiaoyun Road, Chaoyang District,
                                Beijing, PRC for the shareholders of the Company 
                                to consider and approve the resolutions set out 
                                in the notice of the annual general meeting;

'Articles of Association'       the Articles of Association of the Company;

'Board'                         the board of directors of the Company;

'the Company'                   Air China Limited, a company incorporated under 
                                the laws of the People's Republic of China with 
                                primary listing on The Stock Exchange of Hong 
                                Kong Limited with stock code 753 and
                                secondary listing on the Official List of the UK 
                                Listing Authority;


'CSRC'                          China Securities Regulatory Commission of the PRC;

'Director'                      the director(s) of the Company;

'Listing Rules'                 The Rules Governing the Listing of Securities on 
                                The Stock Exchange of Hong Kong Limited;

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

'Shareholders'                  the holders of shares of the Company; and

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



                                       1 

                              LETTER FROM THE BOARD

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


Directors:



Non-executive Directors:
Li Jiaxiang (Chairman)
Kong Dong (Vice Chairman) Wang Shixiang (Vice Chairman) Yao Weiting



Executive Directors:
Ma Xulun Cai Jianjiang Fan Cheng



Independent Non-Executive Directors:
Hu Hung Lick, Henry
Wu Zhi Pan
Zhang Ke





Registered address:
9/F, Blue Sky Mansion
28 Tianzhu Road
Zone A
Tian zhu Airport Industrial Zone
Shunyi District
Beijing
China



Principal place of business in Hong Kong:
5th Floor, CNAC House
12 Tung Fai Road
Hong Kong International Airport
Hong Kong

28 April 2006



To the Shareholders


Dear Sir or Madam,


(1) PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION

(2) PROPOSED APPOINTMENT OF NEW NON-EXECUTIVE DIRECTOR

(3) GENERAL MANDATE TO ISSUE SHARES AND

    NOTICE OF ANNUAL GENERAL MEETING





1.     INTRODUCTION


It is proposed that at the AGM of the Company to be held on 12 June 2006, the
notice of which is set out on pages 6 to 10 of this document, resolutions will
be proposed to, amongst other, amend the Articles of Association, appoint a new
non-executive director and grant the Directors a general mandate to issue
shares.



                                       2 


                              LETTER FROM THE BOARD


The purpose of this document is to set out such information in relation to the
proposed amendments to Articles of Association, appointment of new non-executive
director and the proposed general mandate and to convene the AGM, the details of
which are set out below.



2.     PROPOSED AMENDMENT OF ARTICLES OF ASSOCIATION

The proposed amendment of the Articles of Association is 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 and provision of duty-free commodities onboard.'


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 (subject to approval by
the State Administration for Industry and Commerce).'



This special resolution is subject to approval by the relevant PRC regulatory
authorities.





3.     REASONS FOR THE PROPOSED AMENDMENT


The amendment of Articles of Association is intended to expand the business
scope of the Company so as to meet the needs of the development of the Company's
business.





4.     APPOINTMENT OF NEW NON-EXECUTIVE DIRECTOR



At the board meeting held on 18 April 2006, the Board resolved to propose that
Mr. Christopher Dale Pratt be appointed as a non-executive Director. An ordinary
resolution to consider and approve the appointment of Mr. Christopher Dale Pratt
will be proposed at the AGM.





Mr. Christopher Dale Pratt, CBE, aged 49, has been Chairman and a Director of
Cathay Pacific Airways Limited since February 2006. He is also Chairman of Swire
Pacific Limited and John Swire & Sons (H.K.) Limited, and a Director of Swire
Properties Limited. He joined John Swire & Sons Limited in 1978 and has worked
with the group in Hong Kong, Australia and Papua New Guinea. He served as
Executive Director of Swire Pacific Limited's Trading and Industrial Division
from 2000 to 2005. He has an honours degree in modern history from Oxford
University.



                                     3



                             LETTER FROM THE BOARD



Mr. Christopher Dale Pratt has not held any directorship in any other listed
companies or taken up a post in any affiliated companies of the Company in the
past three years. Further, Mr. Christopher Dale Pratt does not have any
relationship with any other director, senior management, substantial shareholder
or controlling shareholder of the Company. Mr. Christopher Dale Pratt does not
have any equity interest in the Company within the meaning of Part XV of the
Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong). There is
no information to be disclosed on items from (h) to (v) in Rule 13.51(2) of the
Listing Rules. No other matter needs to be brought to the attention of the
Shareholders in respect of the Company and its directors and supervisors of the
Company.



Mr. Christopher Dale Pratt will not receive any compensation for his service as
a director of the Company. The term of his office shall commence upon the
approval by the AGM of the appointment and shall end on the expiry of the term
of the current session of the Board.





5.     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 resolution will
be proposed at the AGM to give an unconditional general mandate to the Directors
that during the Relevant Period, to separately or concurrently, allot, issue,
and deal with additional domestic shares and overseas listed foreign shares of
the Company and to make or grant offers, agreements or options in respect
thereof, with an aggregate nominal value of not exceeding 20% of the aggregate
nominal amount of each of the existing domestic shares and overseas listed
foreign shares of the Company in issue as at the date of the relevant resolution
to be proposed and passed at the AGM (the 'General Mandate'). The
General Mandate will lapse at the conclusion of the next AGM unless renewed.





The Company shall obtain the approval of the CSRC and other relevant authorities
for any issue of new shares under the General Mandate.





6.     RECOMMENDATION



The Directors consider that the above proposed amendments to the Articles of
Association and the proposed General Mandate are fair and reasonable so far as
the Shareholders are concerned and accordingly recommend the Shareholders to
consider the above proposed amendments and to vote in favour of the relevant
resolutions which will be proposed at the AGM.





7.     AGM



You will find on pages 6 to 10 of this circular a notice of the AGM to be held
at at 2:30 p.m. on Monday, 12 June 2006 at The Conference Room, 29/F, Air China
Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC. A form of proxy for
use in connection with the AGM is despatched together this circular. Whether or
not you are able to attend the AGM, please complete and return the enclosed form
of proxy in accordance with the instructions printed thereon as soon as
practicable and



                                     4 



LETTER FROM THE BOARD


in any event not less than 24 hours before the time appointed for holding the
AGM. Completion and return of the form of proxy will not preclude you from
attending and voting at the meeting should you so wish.





8.     PROCEDURES FOR DEMANDING A POLL


Pursuant to Article 72 of the existing Articles of Association, at any general
meeting, a resolution put to the vote of the meeting shall be decided on a show
of hands unless a poll is (before or after any vote by the show of hands) 
demanded:





(i)     by the chairman of the meeting;

(ii)    by at least two shareholders present in person or by proxy for the time
being entitled to vote at the meeting; or

(iii)   by any shareholder or shareholders (including proxy) holding
individually or holding in aggregate of 10% or more of the shares carrying the
right to vote at the meeting.





9.     GENERAL INFORMATION

According to the Articles of Association of the Company, the Company will close
its share register from Saturday, 13 May 2006 to Monday, 12 June 2006
(inclusive).


Shareholders of the Company whose names appear in the register of members of the
Company at the close of business on 12 May 2006 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 must be lodged with the Company's H share registrar,
Computershare Hong Kong Investor Services Limited, by 4:00 p.m. on 12 May 2006.



Shareholders who intend to attend the AGM have to deliver the notice of
attendance together with any necessary registration documents to the Secretariat
of the Board of the Company in person or by post or fax on or before 23 May
2006.



The relevant information relating to the amendments to the Articles of
Association are available for consideration by the holders of domestic shares of
the Company at the designated website for information disclosure by the Company
(http://www.airchina.com.cn).



By Order of the Board Li Jiaxiang Chairman

Beijing, PRC
                                     5 



                       NOTICE OF ANNUAL GENERAL MEETING


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



NOTICE IS HEREBY GIVEN that an annual general meeting of Air China Limited (the
'Company') for the year ended 31 December 2005 will be held at 2:30 p.m. on
Monday, 12 June 2006 at The Conference Room, 29/F, 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 2005;


2.     To consider and approve the report of the Supervisory Committee of the
Company for the year 2005;


3.     To consider and approve the audited consolidated financial statements of
the Company for the year 2005;


4.     To consider and approve the profit distribution proposal for the year
2005 as recommended by the Board of Directors of the Company;


5.     To elect Mr. Christopher Dale Pratt as a non-executive director of the
Company;


6.     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 2006 and to
authorise the Board of Directors of the Company to fix their remuneration
thereof;


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

7A. '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;





                                     6 


                      NOTICE OF ANNUAL GENERAL MEETING


(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 7A:



'Relevant Period' means the period from the passing of special resolution
7A 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 7A; 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.'



                                    7 



                    NOTICE OF ANNUAL GENERAL MEETING




7B. '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 7A, 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.'





7C. 'THAT amendments to the articles of association of the Company in respect
of its business 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 and provision of duty-free commodities onboard.'





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 (subject to approval by
the State Administration for Industry and Commerce).'


This special resolution 7C is subject to approval by the relevant authorities of
the State.'





By order of the Board

Air China Limited Li Jiaxiang Chairman

Beijing, PRC, 28 April 2006





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


                                     8 



NOTICE OF ANNUAL GENERAL MEETING


Notes:



1.       Brief information and eligibility of the candidate of non-executive
director



Mr. Christopher Dale Pratt, CBE, aged 49, has been Chairman and a Director of
Cathay Pacific Airways Limited since February 2006. He is also Chairman of Swire
Pacific Limited and John Swire & Sons (H.K.) Limited, and a Director of Swire
Properties Limited. He joined John Swire & Sons Limited in 1978 and has worked
with the group in Hong Kong, Australia and Papua New Guinea. He served as
Executive Director of Swire Pacific Limited's Trading and Industrial Division
from 2000 to 2005. He has an honours degree in modern history from Oxford
University.



Mr. Christopher Dale Pratt has not held any directorship in any other listed
companies or taken up a post in any affiliated companies of the Company in the
past three years. Further, Mr. Christopher Dale Pratt does not have any
relationship with any other director, senior management, substantial shareholder
or controlling shareholder of the Company. Mr. Christopher Dale Pratt does not
have any equity interest in the Company within the meaning of Part XV of the
Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong). There is
no information to be disclosed on items from (h) to (v) in Rule 13.51(2) of the
Listing Rules. No other matter needs to be brought to the attention of the
Shareholders in respect of the Company and its directors and supervisors of the
Company.



Mr. Christopher Dale Pratt will not receive any compensation for his service as
a director of the Company. The term of his office shall commence upon the
approval by the AGM of the appointment and shall end on the expiry of the term
of the current session of the Board.



2.       Closure of register of members



Holders of H Shares of the Company are advised that the register of members of
the Company will close from 13 May 2006 to 12 June 2006 (both days inclusive),
during which time no transfer of H Shares of the Company will be effected and
registered. Shareholders of the Company whose names appear in the register of
members of the Company at the close of business on 12 May 2006 may attend the
annual general meeting after completing the registration procedures. In order to
qualify for attendance at the annual general meeting, 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 12 May 2006. The final dividends are expected to be
paid around 30 June 2006 after its approval by the annual general meeting.


3.       Registration procedures for the annual general meeting



Shareholders who intend to attend the annual general meeting have to deliver the
notice of attendance together with any necessary registration documents to the
Secretariat of the Board of the Company in person or by post or fax on or before
23 May 2006.



4.       Proxy



i.        Any shareholder of the Company entitled to attend and vote at the
annual general meeting is entitled to appoint one or more proxies to attend and
vote at the meeting on his behalf. A proxy need not be a shareholder of the
Company.



ii.       The instrument appointing a proxy must be in writing under the hand of
the appointer or his attorney duly authorised in writing, or if the appointer is
a legal person, either under seal or under the hand of a director or a duly
authorised attorney. If that instrument is signed by an attorney of the
appointer, the power of attorney authorising that attorney to sign or other
document of authorisation must be notarised. To be valid, for holders of
Domestic Shares and non-H Foreign Shares, the form of proxy together with the
notarised power of attorney or other document of authorisation (if any) must be
delivered to the Secretariat of the Board of the Company not less than 24 hours
before the time appointed for the holding of the annual general meeting. For
holders of H Shares, the above documents must be delivered to Computershare Hong
Kong Investor Services Limited at 46th Floor, Hopewell Centre, 183 Queen's
Road East, Wanchai, Hong Kong within the same period. Return of a form of proxy
will not preclude a shareholder of the Company from attending in person and
voting at the annual general meeting if he so wishes.



iii.      If more than one proxy is appointed, such proxies shall only be
entitled to vote by poll.



iv.      Shareholders or their proxies are required to produce their
identification documents when attending the annual general meeting.



                                    9 


NOTICE OF ANNUAL GENERAL MEETING




5.       Miscellaneous

i.        It is expected that the annual general meeting will last for not more
than half a day. All attending shareholders shall arrange for their
transportation and accommodation and shall bear all their own expenses in
connection with their attendance.

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

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

          Tel: [phone]
          Fax: [phone]





Contact Person: Mr. Zhou Wu



iii.      The address of the Company's H Share registrar:

          Computershare Hong Kong Investor Services Limited Room 1712-1716
          17th Floor
          Hopewell Centre
          183 Queen's Road East
          Wanchai
          Hong Kong


                                     10 


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



FORM OF PROXY FOR ANNUAL GENERAL MEETING

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

I/We(Note 2)                        of         ___being the registered holder(s)
                           
(Note 3)                   H Shares/non-H Foreign Shares/Domestic Shares (please
delete as appropriate) in the share capital of Air China Limited (the 'Company') 
HEREBY APPOINT (Note 4) the Chairman of the meeting and/or(Note 4) __----) 
______________________________________ 

of _____________________________ as my/our proxy/proxies:

(a) to act for me/us at the annual general meeting (or at any adjournment
thereof) of the Company to be held at 2:30 p.m. on Monday, 12 June 2006 at The
Conference Room, 29/F, Air China Building, 36 Xiaoyun Road, Chaoyang District,
Beijing, PRC ('the Meeting') for the purpose of considering and, if thought
fit, passing the resolutions ('the Resolutions') as set out in the notice
convening the Meeting; and (b) at the Meeting (or at any adjournment thereof) to
vote for me/us and in my/our name(s) in respect of the Resolutions as hereunder
indicated or, if no such indication is given, as my/our voting proxy thinks fit.


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

1.             To consider and approve the report of the Board of Directors of
               the Company for the year 2005.

2.             To consider and approve the report of the Supervisory Committee
               of the Company for the year 2005.

3.             To consider and approve the audited consolidated financial
               statements of the Company for the year 2005.

4.             To consider and approve the profit distribution proposal for the
               year 2005 as recommended by the Board of Directors of the Company.

5.             To elect Mr. Christopher Dale Pratt as a non-executive director
               of the Company.

6.             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 2006 and to authorise the Board of Directors 
               of the Company to fix their remuneration thereof.


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


7A.         To authorise the Board of Directors of the Company to exercise the
powers to allot, issue and deal with additional shares of the Company and to
make or grant offers, agreements and option which might require the exercise of
such powers in connection with not exceeding 20% of each of the existing
Domestic Shares and H Share in issue at the date of passing this resolution.

7B.          To authorise the Board of Directors of the Company to increase the
registered capital and amend the Articles of Association of the Company to
reflect such increase in the registered capital of the Company under above
general mandate.

7C.          To approve the amendment of the Articles of Association of the
Company in respect of the business scope of the Company.



Dated this              day of        , 2006      Signature (Note 7)


Notes:

1.             Please insert the number of shares registered in your name(s) to
which this proxy form relates. If no number is inserted, this form of proxy will
be deemed to relate to all shares registered in your name(s).

2.             Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

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

4.             A member entitled to attend and vote at the Meeting is entitled
to appoint one or more proxies of his own choice to attend and vote instead of
him. A proxy need not be a member of the Company. If any proxy other than the
Chairman of the Meeting is preferred, please strike out the words 'the
Chairman of the meeting and/or' and insert the name(s) and address(es) of the
proxy/proxies desired in the space provided. In the event that two or more
persons (other than the Chairman of the Meeting) are named as proxies and the
words 'the Chairman of the meeting...and/or' are not deleted, those words and
references shall be deemed to have been deleted.

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

6.             IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION TICK IN THE BOX
MARKED 'FOR.' IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK IN THE BOX
MARKED 'AGAINST'. Failure to complete the boxes will entitle your voting
proxy to cast his vote at his discretion. On a show of hands, a member is
entitled to one vote. On a poll, a member is entitled to one vote for every
fully-paid share held and a member entitled to more than one vote need not use
all his votes in the same way. A tick in the relevant box indicates that the
votes attached to all the shares stated above as held by you will be cast
accordingly. The total number of shares referred to in the two boxes for the
same resolution cannot exceed the number of Shares stated above as held by you.
Where numbers are referred to in both boxes for the same resolution, the voting
proxy will vote on a show of hands according to the box with the larger number
or, in case of an equal number in both boxes, the voting proxy will cast his
vote at his discretion.

7.            This form of proxy must be signed by you or your attorney duly
authorised in writing, or in the case of a corporation, must be either under
seal or under the hand of a director or attorney duly authorised. If this form
of proxy is signed by your attorney, the power of attorney or other document of
authorisation must be notarised.

8.             In order to be valid, this form of proxy, together with the
notarised copy of the power of attorney or other document of authorisation (if
any) under which it is signed, for holders of H Shares, must be delivered to the
Company's H Share registrar, Computershare Hong Kong Investor Services
Limited, 46th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong
Kong, not less than 24 hours prior to the time appointed for holding the Meeting
(or any adjournment thereof). For holders of Domestic Shares and non-H Foreign
Shares, the above documents must be delivered to the Secretariat of the Board of
Directors of the Company within the same period.

9.             Completion and delivery of a form of proxy will not preclude you
from attending and/or voting at the Meeting (or any adjournment thereof) if you
so wish.

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

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


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


Annual General Meeting Notice of Attendance

To: Air China Limited (the Company)

I/We(Note 1)

of

being the registered holder of (Note 2)                  H Shares/Non-H Foreign 
Shares/Domestic Shares in the share capital of the Company hereby inform the 
Company that I/we intend to attend the Annual General Meeting to be held at 
2:30 p.m. on Monday, 12 June 2006 at The Conference Room, 29/F, Air China 
Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC or to appoint proxies 
to attend on my/our behalf.







Signature:

Date:                                             2006

Notes:





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


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

3.       Please duly complete and sign this Notice of Attendance, and deliver it
to the Secretariat of the Board of the Company on or before Tuesday, 23 May
2006.


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


Secretariat of the Board Air China Limited
South Terminal
Beijing Capital International Airport
Chaoyang District, Beijing, 100621
PRC
Contact Person: Mr. Zhou Wu


Telephone: [phone]
Facsimile: (8610) 6458 5095





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