Notice of EGM/Closure of Books/Other

RNS Number : 5923N

Air China Ld

10 September 2013

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

AIR CHINA LIMITED

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

(Stock Code: 00753)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "EGM") of Air China Limited
(the "Company") will be held at 10:00 a.m. on 29 October 2013 at The Conference Room, 29/F, Air China Building, 36 Xiaoyun Road, ChaoyangDistrict, Beijing, the PRC to consider and, if thought fit, to pass the following resolutions.

Ordinary Resolutions:

1. To consider and approve the appointment of directors of the fourth session of the board of directors of the Company

(the "Board") where Mr. Wang Changshun, Ms. Wang Yinxiang, Mr. Cao Jianxiong, Mr. Sun Yude, Mr. Christopher

Dale Pratt and Mr. Ian Sai Cheung Shiu are appointed as non-executive directors, Mr. Cai Jianjiangand Mr. Fan Cheng are appointed as executive directors, and Mr. Fu Yang, Mr. Yang Yuzhong, Mr. Pan Xiaojiang and Mr. Simon To Chi

Keung are appointed as independent non-executive directors and the proposal on the emolument of the directors of the fourth session of the Board.

Please refer to note 4 for details of the proposed appointment of directorsand their biographical information.

2. To consider and approve the appointment of Mr. Li Qinglin, Mr. He Chaofan and Mr. Zhou Feng as supervisors representing the shareholders of the Company on the fourth session of the supervisory committee of the Company

(the "Supervisory Committee") and the proposal on the emolument of the supervisors of the fourth session of the

Supervisory Committee.

Please refer to note 5 for details of the proposed appointment of supervisors and their biographical information.

By order of the Board

Air China Limited

Rao Xinyu Tam Shuit Mui

Joint Company Secretaries

Beijing, the PRC, 10 September 2013

As at the date of thisnotice, the directors of the Company are Mr. Wang Changshun, Ms. Wang Yinxiang, Mr. Cao Jianxiong,

Mr. Sun Yude, Mr. Christopher Dale Pratt, Mr. Ian Sai Cheung Shiu, Mr. Cai Jianjiang, Mr. Fan Cheng, Mr. Fu Yang*,

Mr. Li Shuang*,Mr. Han Fangming*and Mr. Yang Yuzhong*.

* Independent non-executive Director of the Company

Notes:

1. Closure of register of members and eligibilityfor attending and voting at the EGM

Holders of H Shares of the Company are advised that the register of members of the Company will close from Saturday, 28 September 2013 to Tuesday, 29

October 2013 (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 and voting at the EGM, instruments of transfer accompanied by sharecertificates and other appropriate documents must be lodged with the Company's H Share

registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-16, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, by

4:30 p.m. on Friday, 27 September 2013. Shareholders of the Company whose names appear on the register of members of the Company at the close of business

on Friday, 27 September 2013are entitled to attend and vote at the EGM.

2. Notice of attendance

H Share shareholders who intend to attend and vote at the EGM should complete and lodge the accompanying notice of attendance and return it to the Company's H Share registrar on or before Wednesday, 9 October 2013. The notice of attendance may be deliveredby hand, by post or by fax to the Company's H Share registrar. Completion and return of the notice ofattendance do not affect the right of ashareholder to attend and vote at the EGM. However, the failure to
return the notice of attendance mayresult in an adjournmentof the EGM, if the number of shares carrying the right to vote representedby the shareholders proposing
to attend the EGM by the notice of attendance does not reach morethan half of the total number of shares of the Company carrying the right to vote at the EGM.

3. Proxy

Every shareholder who has the right to attend and vote at the EGM is entitled to appoint one or more proxies, whether or not they are members of the Company, to attend and vote on his/her behalf at the EGM. A proxy shall be appointed by an instrument in writing. Such instrument shall be signed by the appointor 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 proxyshall be depositedat the Company's H Share registrar for holders of H Shares not less than 24 hours before the time specifiedfor the holding of the EGM. If the instrument appointing the proxy is signed by a person authorised by theappointer, the power of attorney or other document of authorityunder which the instrument is signed shall be notarised.The notarised power of attorney or other document of authority shallbe deposited together and at the same time with the instrument appointing the proxy at the Company's H Share registrar.

4. Proposed appointmentof directors

Please refer to the announcement of the Company dated 27 August 2013 for further details of the proposed appointment of directors of the fourth session of the Board.

The biographical details of the proposed directors are as follows:

Mr. Wang Changshun, aged 56, graduated from the University of Science and Technologyof China with a Ph.D. degree in management science and engineering. Mr. Wang waspreviously the Secretary of Communist Party Committee and Deputy Director of Xinjiang Regional Administration and had served as Deputy General Manager, a Member of the Standing Committee to the Communist Party Committee and Secretaryof Communist Party Committee of Xinjiang Airlines. From October 2000 to September 2002, Mr. Wang worked as General Manager, Deputy Chairman of the Board and Deputy Secretary of Communist PartyCommittee of ChinaSouthern Airlines Company Limited. Mr. Wang served as Deputy General Manager and a Member of Communist Party Committee of China Southern Air Holding Company and General
Manager, Deputy Chairman of the Board and Deputy Secretary of Communist Party Committeeof China Southern Airlines Company Limited from
September 2002 to August 2004. Mr. Wang becameDeputy Director and a Member of Communist Party Committee of GeneralAdministration of
Civil Aviation of China from August 2004 to March 2008. Mr. Wang served as a Member of Communist Party Committee and Deputy Director of
Civil Aviation Administration of China ("CAAC") and Secretary of Communist Party Committee of the department directly administered by CAAC
and Chairman of National Labour Union of Civil Aviation from March 2008 to October 2011. Mr. Wang has served as General Manager and Deputy Secretary of CommunistParty Committee of China National Aviation Holding Company ("CNAHC") since October 2011. Mr. Wang has been
serving as the Chairman of the Company since January 2012, and has been concurrently serving as a non-executive director of Cathay Pacific since
March 2012.

Ms. Wang Yinxiang, aged 58, graduatedfrom the Party School of the Central Committee of the Communist Party of China majoring in
economics and management. Ms. Wang is a senior engineer of political work and a senior flight attendant.Ms. Wang served severa lpositions at Air
China International Corporation, including Vice Captain of the in-flightservice team of the Chief Flight Team, Deputy Manager of the in-flight
service division, Deputy Manager of the passenger cabin service division and Deputy Secretary of the Communist Party Committee. In October
2002, Ms. Wangserved several positions in CNAHC, including Deputy General Manager, Head of the Disciplinary and Supervisory Committee of the
Communist Party Group and Secretary of the Communist Party Committeeof CNAHC. Since March2008, Ms. Wang has been serving as Secretary of the Communist Party Group, Deputy General Manager and Secretary of the Communist PartyCommittee of CNAHC, and was appointed as President
of the Labour Union of CNAHC from July 2003 to July 2009. Ms. Wang has been serving as the Vice Chairman of the Company since October 2008.

Mr. Cao Jianxiong, aged 54, holds a master degree in economicsfrom the Eastern ChinaNormal University and is a senior economist. He was appointed as the Deputy General Manager and Chief FinancialOfficer of China Eastern Airlines Corporation Limited in December

1996. In September1999, he was appointedas the VicePresident of ChinaEastern Airlines Group Corporation. Commencing fromSeptember

2002 till December 2008, he served as Vice Presidentand a member of Communist Party Group of China Eastern AirlinesGroup Corporation and was also Secretary of the Communist Party Committee of China Eastern Airlines Northwest Company from December 2002 to September

2004. From October 2006 to December 2008, he served as the President and the Deputy Party Secretary of the Communist Party Committee of China Eastern AirlinesCorporation Limited. Since December 2008, Mr. Cao has been serving as the Deputy General Manager and a member of CommunistParty Group of CNAHC. Mr. Cao has been serving as a non-executive director of the Company since June 2009.

Mr. Sun Yude, aged 59, graduatedfrom China Civil Aviation Institute majoring in economic management.He started his career in China's civil
aviation industry in 1972 and served various positions such as Deputy Head of CAAC Taiyuan Terminal and Head of its Ningbo Terminal, as well
as General Manager of CNAC Zhejiang Airlines. In October 2002, Mr. Sun was appointed as Vice President of Air China International Corporation,
and concurrently took up the position of General Manager of its Zhejiang branch, and was appointed as Vice President of the Company in September
2004. Mr. Sun was appointedas Chairman in November 2004, and President and Deputy Secretary of the Communist Party Committee in December
2005, of Shandong Aviation Group, and has also served as Director and President of China National Aviation Corporation (Group) Limited ("CNACG") from March 2007 to September 2011. Mr. Sun served as Secretary of the Communist Party Committeeof CNACG from April 2007 to December 2009. Since
May 2009, he has been serving as Deputy General Manager and a member of the CommunistParty Group of CNAHC. Mr. Sun has been serving as a non-executive director of the Company since October 2010.

Mr. Christopher Dale Pratt, aged 57, holds an honours degree in modern history from the University of Oxford. He joined John Swire & Sons
Limited in 1978 and has worked with the Swire Group in its offices in Hong Kong, Australia and Papua New Guinea. He is also the Chairman of John
Swire & Sons (H.K.) Limited, Swire Pacific Limited, Cathay Pacific, Hong KongAircraft EngineeringCompany Limited and Swire PropertiesLimited, and a
Director of The Hongkong and Shanghai Banking CorporationLimited. Mr. Pratt has been serving as a non-executive director of the Company since June 2006.

Mr. lan Sai Cheung Shiu, aged 59, holds a bachelor 's degree in business administration from University of Hawaii and an MBA degree from the
University of Western Ontario. Mr. Shiu worked at offices of Cathay Pacific in Hong Kong, the Netherlands, Singapore and the UnitedKingdom. He has been
a director of CathayPacific and Hong Kong Dragon Airlines Limited since October 2008. He has also been a director of John Swire & Sons (H.K.) Limited
since July 2010. He has been serving as a directorof Swire Pacific Limited since August 2010. Mr. Shiu has been serving as a non-executive director of the
Company since October 2010.

Mr. Cai Jianjiang, aged 50, graduatedfrom China Civil Aviation Institute majoring in aviation control and English. Mr. Cai was appointed as General
Manager of Shenzhen Airlines in 1999. He joined Air China International Corporation in 2001 as Manager of its Shanghai Branch, and subsequently as Assistant tothe President and Manager ofthe marketing department.In October 2002, he was appointed as Vice Presidentof Air China International Corporation, and
subsequently was appointed as Secretary of the Communist Party Committee andVice President of the Company in September 2004. He has been serving as President and Deputy Secretary of the Communist Party Committee of the Company and a member of the Communist Party Group of CNAHC since February 2007. Since May
2010, he has been serving as the Chairman of Shenzhen Airlines. Mr. Cai has been serving as an executive director of the Company since October 2004, and has been concurrently serving as a non-executive director of Cathay Pacific since November 2009.

Mr. Fan Cheng, aged 58, graduatedfrom Nanjing Institute of Chemistryand Chemical Engineering witha major in organic fertilizer andhas an MBA degree
from Guanghua School of Management, Peking University. Mr. Fan is a senior accountant,senior engineer and Certified Public Accountant. Mr. Fan wasappointed as Deputy General Manager of China New Technology Venture Capital Company in 1996. He started his career in China's civil aviation industry in 2001, and served as General Manager of the corporate management department and capital management department of CNAHC in October 2002 and Chief Financial
Officer of the Company in September 2004. Since October 2006, he has been serving as Vice President and Chief FinancialOfficer of the Company. FromDecember 2009 to May 2010, he served as Secretary of the Communist Party Committee of Shenzhen Airlines. From March 2010 to April 2010, he served as President of
Shenzhen Airlines and from March 2010 to May 2010, he served as the Chairman of Shenzhen Airlines. Since January 2011, he has been serving as Director and
Chairman of Beijing Airlines Company Limited. Since February 2011, he has been serving as Secretaryof the Communist Party Committee of the Company. Since
April 2011, he has been serving as Chairman of Air China Cargo Co., Ltd. Mr. Fan has been serving as an executivedirector of the Company since October 2004,
and concurrently serving as a non-executive director of CathayPacific since November 2009.

Mr. Fu Yang, aged 64, previously served as Deputy Director of the Economic Law Office of the National People's Congress Law Committee, Vice President
of the third, fourth and fifth sessions of the All China Lawyers Association, a specially appointed professor at the Law Schools of China University of Political
Science and Law and Nankai University. He is a partner and the director of Kang Da Law Firm in Beijing. He is also an arbitratorof China International Economic
and Trade Arbitration Commission and a visiting professor of Center for Environment Law at the Law School of Renmin University of China. Mr. Fu has been
serving as an independentnon-executive director of the Company since June 2009.

Mr. Yang Yuzhong, aged 69, graduatedfrom Beijing Aeronautical Institute majoringin aircraft design and manufacturing. From July 1999 to July 2006,
Mr. Yang served as the Deputy General Manager of China Aviation Industry CorporationI, during which period he was alsothe head of Chinese Aeronautical
Establishment and the chairman of AVIC1 Commercial Aircraft Co.,Ltd. Mr. Yang has been a consultant of Aviation Industry Corporation of China since August
2006. He served as an independent non-executive director of China National MaterialsCompany Limited from June 2007 to December 2009. Mr. Yang has been
an independent non-executive director of China South Locomotive &Rolling Stock CorporationLimited since December 2007 and an external director of China
National Materials GroupCorporation 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 Certified Public Accountant. He 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, Director and Deputy Director-general of the World BankDepartment of the MOF; and Deputy Director-general of the
International Department of the MOF. Mr. Pan was appointed as full-time supervisor and deputy office director of the board of supervisors of Bank of China Limited
in July 2000; full-time supervisor and office director of the board of supervisors of Bank of China Limited in November 2001; full-time supervisor and office director
of the board of supervisors of Agricultural Bank of China Limited in July 2003; supervisorrepresenting shareholders and office director of the board of supervisors of
Agricultural Bank of China Limited from January2009 to January2012; leader of the fifth patrol team of the CommunistParty Committee of Agricultural Bank of China
Limited from March 2012 to January 2013. Since May 2013, Mr. Pan has been serving as an independent director of Tsinghua Tongfang Limited.

Mr. Simon To Chi Keung, aged 61, 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 joined Hutchison
Whampoa (China) Limited in 1980 as the divisional manager of the Industrial Project Division and was appointed managing director in 1981. From 1999 to 2005,
he served as an independent non-executive director of China Southern Airlines Company Limited. From 2000 to 2011, he served as a non-executive director of
Shenzhen International Holdings Limited. He is currently the managing director of HutchisonWhampoa (China) Limited and chairman of Hutchison China
MediTech Limited. He is concurrently the vice chairman of Guangzhou Aircraft Maintenance &Engineering Co. Ltd, director of China Aircraft Services Limited, chairman of Beijing GreatwallHotel, chairman of Hutchison Whampoa (China) CommerceLimited, chairman of Guangzhou Hutchison Logistics Services Company
Limited, chairman of Hutchison Whampoa Guangzhou Baiyunshan Chinese Medicine Company Limited, vice chairman of ShanghaiHutchison Pharmaceuticals Limited, chairman of HutchisonOptel Telecom Technology Co., Ltd. and chairman of Shanghai Hutchison Whitecat Co., Ltd.

Mr. Christopher Dale Pratt is a non-executive director of the Company and is concurrently the chairman and an executive director of Cathay Pacific.Mr. Ian Sai
Cheung Shiu is a non-executive director of the Company and is concurrently a non-executive director of Cathay Pacific. Mr. Wang Changshun, who is the chairman
and a non-executive director of the Company and Mr. Cai Jianjiang and Mr. Fan Cheng, who are both executive directors of the Company, are concurrently non-executive directors of Cathay Pacific.Cathay Pacific is a substantial shareholder of the Company.

Save as disclosed above, none of the proposed directors (i) has held any directorship in any other listed companies in the past three years, (ii) has any relationship with any other director, senior management, substantial shareholder or controlling shareholder of the Company; and (iii) has any interest in shares
of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 of the Lawsof Hong Kong) (the "SFO").

The proposed independent non-executive directors have confirmed that they have fulfilled the independent factors as stipulated in Rule 3.13 of the Listing
Rules. The Company considered that they are independent pursuant to the guidelines on independence under the Listing Rules.

The proposed emolument of the proposed independent non-executive directors is RMB100,000 per person per year and the other proposed directors of the
Company will not receive any compensation for serving as a director. Each proposed director shall enter into a service contract on this basis. The term of office of
each proposed director is three years, which shall commence upon the shareholders' approval of the appointment and shall end upon the fifth session of the Board
being elected in three years.

Save as disclosed above, there is no other information required to be disclosed pursuant to items (h) to (v) of Rule 13.51(2) of the Listing Rules, and there
are no other matters in respect of the proposed appointment of the above directors that need to be brought to the attention of the shareholders of the Company.

5. Proposed appointmentof supervisors

Please refer to the announcement of the Company dated 27 August 2013 for further details of the proposedappointment of supervisors of the fourth session
of the SupervisoryCommittee.

The biographical details of the proposed supervisors are as follows:

Mr. Li Qinglin, aged 59, graduated from Beijing Television University majoring in Chinese and Zhongnanhai SpareTime University majoring in
administrative management, and is a senior engineer of politicalwork. Mr. Li servedvarious positions, including a sectionchief, deputy director, director, vice
director-general anddirector-general, as well as the chairman of the Labour Union, of the Government Office Administration of the State Council. From 1998 to
2000, he served as a deputy directorof the Hebei Leading Group Office of Poverty Alleviation and Development. Since2000, he has served different positions, including a deputydirector of the Work Departmentunder the Supervisory Committee of Central Enterprises Working Commission, deputy director of the Office of Central Enterprises Working Commission, deputy directorand inspector of the General Office of the State-ownedAssets Supervision and Administration Committee
of the State Council and director of the Office of the StabilityPreservation Leading Team of the State-owned Assets Supervision and Administration Committee. In
September 2008,he was appointed as the head of theDisciplinary andSupervisory Committee and a member of theCommunist Party Group of CNAHC. Mr. Li has
been serving as the chairman of the SupervisoryCommittee of the Company since October 2010.

Mr. He Chaofan, aged 51, graduatedfrom Civil Aviation University of China majoring in operation management. Mr. He started his career with CAAC in
1983. He served as an accountant at the Finance Department of Beijing Administrative Bureau of CAAC, and served various positions in Air China International
Corporation, including the section chief, deputy head and head of the finance department and general manager of the revenue accounting center of Air China
International Corporation. From March 2003 to October 2008, he served as the General Manager of China National Aviation Finance Co., Ltd. He served as the
General Manager of the finance department of CNAHC and a supervisor of the Company concurrently from October 2008 to April 2011. He wasappointed as a
director and vice presidentof CNACG in May 2011, and has been concurrently served as the general manager of Zhongyi Aviation InvestmentCo., Ltd. since
July 2013.

Mr. Zhou Feng, aged 52, obtained a master 's degree in Economics from Shanghai University of Finance and Economics. He held various positions, including
the accountant, the deputy division head, the division head of the finance division and the director of the finance and audit department of the CAAC Zhejiang Bureau; the director, the chief accountantof finance department of CNAC Zhejiang Airlines; the assistant general manager of China National Aviation Corporation (Macau) Company Limited; the deputy general manager, the chief accountant and a member of the party committeeof China National Aviation Finance Co., Ltd.;
the director, the executivevice president of Samsung Air China Life Insurance Co., Ltd. Mr. Zhou has been the secretaryof the Communist Party Committee and the
deputy general manager of China National Aviation Finance Co., Ltd. since August 2010. He has been the general manager of the finance department of CNAHC since
April 2011. Mr. Zhou has been serving as a supervisorof the Company since November 2011.

As at the date of this notice, Mr. Zhou Feng holds 10,000 A shares of the Company.

Save as disclosedabove, none of the proposed supervisors (i) has held any directorship in any otherlisted companies in the past three years; (ii) has any relationship with any other director, senior management, substantial shareholder or controlling shareholder of the Company; and (iii) has any interest in shares
of the Company within the meaning of Part XV of the SFO.

The proposed supervisors of the Company will not receive any compensation for serving as a supervisor. Each proposed supervisor shallenter into a service
contract on this basis. The term of office of each proposed supervisoris three years, which shall commence upon the shareholders' approval of the appointment and
shall end upon the fifth session of the Supervisory Committee being elected in three years.

Save as disclosed above, there is no other information required to be disclosed pursuant to items (h) to (v) of Rule 13.51(2) of the Listing Rules, and there are no othermatters in respect of the proposed appointment of the abovesupervisors that need to be brought to the attention of the shareholders of the Company.

6. Other information

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