Notice of EGM

Air China Ld
05 November 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 EXTRAORDINARY GENERAL MEETING



NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the 'EGM') of
Air China Limited (the 'Company') will be held at the Conference Room, Air
China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC at 
1:30 p.m. on 17 December 2007 to consider and, if thought fit, to pass 
the following resolutions. Unless otherwise indicated, capitalised terms 
used herein shall have the same meaning as those defined in the 
shareholders circular dated 2 November 2007 issued by the Company 
('Circular'):



                              SPECIAL RESOLUTIONS



1.       'THAT the offering of additional A Shares by the Company (the 
'Offering') and each of the following items and conditions for the 
Offering be and are hereby approved one by one:



(1)    Class of shares: RMB denominated ordinary shares (i.e. A Shares);



(2)    Nominal valune: RMB1.00 each;



(3)    Total number of A Shares to be issued: Not more than 400 million 
A Shares (the 'Additional A Shares');



(4)    Target subscribers: Public investors having maintained 
shareholders' account for RMB-denominated ordinary shares at the Shanghai
Stock Exchange and other investors as approved by the CSRC (unless 
otherwise prohibited by applicable laws, regulations and policies);



(5)    Offering structure: The Offering will be conducted via a 
combination of 'online' and 'offline' offerings (within the meaning of 
relevant PRC laws and regulations) at fixed price. Part of the Additional
A Shares under the Offering (the size of which is to be determined by the 
Board as authorized by the shareholders and the lead underwriter for the
Offering) will be made available to all registered holders of A Shares, 
whose names appear on the register of members of the Company at the 
close of a record date for ascertaining the entitlement of such holders 
of A Shares, on a pro rata basis in terms of the number of A Shares which 
are not subject to lock-up as stipulated by the PRC laws and regulations 
for their preferential subscription;



(6)    Offer price: The offer price of the Additional A Shares will be
determined by the agreement between the Board on behalf of the Company 
and the lead underwriter for the Offering but in any event shall not be 
less than the lower of (i) the average price of the existing shares of 
the Company for the 20 trading days immediately prior to the publication 
of the offering document in respect of the Offering; and (ii) the average 
price of the existing shares of the Company for the trading day 
immediately prior to the publication of such offering document;



(7)    Place of listing: Shanghai Stock Exchange;



(8)     Upon the completion of the Offering, both existing and new 
shareholders of the Company will be entitled to the accumulative 
distributable profits of the Company;



(9)    validity period: the shareholders' approval of the Offering 
shall be valid for 12 months from the date of passing this 
resolution.'



Please note, the implementation of this Special Resolution is subject 
to the approval by the China Securities Regulatory Commission (the 
'CSRC').



2.       'THAT the projects for which the proceeds from the Offering 
(the 'Proceeds') will be utilized (the 'Projects') and each of the 
following items and conditions for the use of the Proceeds be and are 
hereby approved:



(1)    the Projects are set out as follows:



(a)    the acquisition of 15 Boeing 787 aircraft;



(b)    the acquisition of 24 Airbus 320 series aircraft;



(c)    the acquisition of 15 Boeing 737 series aircraft;



(d)    supplementing the working capital of the Company with no more 
than RMB1.5 billion out of the Proceeds;



(2)    before the Proceeds is available, the Company is authorized to use
internal funds or bank loans to finance the Projects according to the 
actual payment schedule of the Projects; when the Proceeds is available, 
the Company is authorised to apply the Proceeds to any payment due in 
relation to the Projects or to repay any outstanding bank loan in relation 
to the Projects that occurred before the completion of the Offering; if in 
addition to the Proceeds further financing is needed by the Projects, the 
Company is authorized to explore other funding sources; and



(3)    the Board is hereby authorized to determine and adjust with full
authority the projects, the priority and the actual investment amounts 
and bank loan repayment amounts to which the Proceeds shall be applied 
subject to the scope of the Projects as approved above.'



Please note, the implementation of this Special Resolution is subject 
to the approval by the CSRC.



3.       'THAT the Board be and is authorised to determine matters 
relating to the Offering at its discretion and with full authority, 
including:



(1)    the Board is authorised to determine all matters relating to the
Offering, including but not limited to, the offering structure, offer 
size, offer price, pricing mechanism, scope of offerees, size of rights 
issue to existing shareholders, application method and timing of the 
Offering;



(2)    the Board, the chairman of the Board ('Chairman') and the 
attorney of the Chairman are authorised to determine the intermediaries 
to be retained for the Offering, handle application and submission matters 
in relation to the Offering, produce, prepare, amend, improve and sign 
all documents in relation to the Offering and sign all contracts, 
agreements and documents in relation to the Offering;



(3)    the Board, the Chairman and the attorney of the Chairman are 
authorised to handle capital verification formalities upon completion 
of the Offering;



(4)    the Board, the Chairman and the attorney of the Chairman are 
authorised to apply to Shanghai Stock Exchange for the listing of the 
Additional A Shares under the Offering and deliver relevant documents;



(5)    the Board, the Chairman and the attorney of the Chairman are 
authorised to handle the deposit and registration matters in relation 
to the Offering;



(6)    the Board, the Chairman and the attorney of the Chairman are 
authorised to amend relevant provisions of the Articles of Association 
of the Company, handle relevant approval formalities and handle various 
registration formalities in relation to the change in the registered 
capital of the Company upon completion of the Offering;



(7)    the Board is authorised, in the event of changes in the policies 
of the relevant securities regulatory authorities in respect of offering 
of additional shares or changes in market condition, to make corresponding 
adjustments to the matters in relation to the Offering such as the terms 
set out in the above resolutions, unless any matter is subject to further 
approval by shareholders' meeting of the Company as required by relevant 
laws, regulations and/or the Articles of Association of the Company;



(8)    the Board be authorised to determine all other matters relating 
to the Offering; and



(9)    the above various authorisation shall be valid for one year from 
the date of passing this Special Resolution.'



                              ORDINARY RESOLUTIONS



4.       To consider and, if thought fit, approve the 'Feasibility of
Proposed Investment Projects to Be Funded by the Proceeds from the 
Offering', which is set out in Appendix I to the shareholders circular 
dated 2 November 2007 in relation to the Offering.



5.       To consider and, if thought fit, approve the 'Report from the Board
on Use of Proceeds from Previous Issue of Shares! which is set out in 
Appendix II to the Circular.



                             By order of the Board

                            Huang Bin    Li Man Kit

                           Joint Company Secretaries



Beijing, the PRC

2 November 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, Chen Nan Lok Philip, Ma Xulun, Cai Jianjiang, Fan Cheng, 
Hu Hung Lick, Henry*, Wu Zhipan*, Zhang Ke* and Jia Kang*.



* Independent non-executive Director of the Company



Notes:



1.    Closure of register of members and eligibility for attend the EGM



Holders of H Shares of the Company are advised that the register of members
of the Company's H Shares will close from 19 November 2007 to 17 December 
2007 (both days inclusive), during which time no transfer of H Shares of 
the Company will be effected and registered. In order to qualify for 
attendance at the EGM, instruments of transfer accompanied by share 
certificates and other appropriate documents must be lodged with the 
Company's H Share registrar, Computershare Hong Kong Investor Services 
Limited by 4:30 p.m. on or before 16 November 2007.



2.    Notice of attendance



For holders of H Shares, if you intend to attend the EGM in person or by 
proxy, you are required to complete and return the notice of attendance to
Computershare Hong Kong Investor Services Limited on or before 
27 November 2007.



3.    Proxy



i.    Any Shareholder entitled 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 at the meeting on his behalf.



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. 
In order to be valid, for holders of H Shares, the above document must be 
delivered to Computershare Hong Kong Investor Services Limited no later 
than 24 hours prior to the commencement of the EGM. The completion and 
return of a proxy form will not preclude a shareholder from attending 
and voting at the EGM. In such event, the instrument appointing a proxy 
shall be deemed to be revoked.



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



iv.   Shareholders or their proxies shall produce their identification
documents when attending the EGM.



4.    Miscellaneous



i.    The EGM is expected to last for approximately two hours. All
attending shareholders shall arrange for their transportation and 
accommodation and shall bear all expenses in this connection.



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



             Room 1712-1716
             Hopewell Centre
             183 Queen's Road East
             Wanchai
             Hong Kong
             Tel No.: (852) 2862 8628
             Fax No.: (852) 2865 0990


                      This information is provided by RNS
            The company news service from the London Stock Exchange