Notice of EGM

Air China Ld
10 February 2006


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

          NOTICE OF FOREIGN SHAREHOLDERS CLASS MEETING

NOTICE IS HEREBY GIVEN that the class meeting for holders of
Foreign Shares (including H Shares and Non-H Foreign Shares)
('Foreign Shareholders Class Meeting') of Air China Limited
('Company') will be held at The Conference Room, 29/F, Air China
Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC at 2:
00 p.m. on 28 March 2006 to consider and, if thought fit, to
pass the following resolution. Unless otherwise indicated,
capitalised terms used herein shall have the same meaning as
those defined in the announcement of the Company dated 9
February 2006 (the 'Announcement'):

                      Special Resolution:

'THAT, conditional upon the approval of the same by the Domestic
Shareholders Class Meeting and by shareholders of the Company at
the extraordinary general meeting to be convened, the public
offering of not more than 2.7 billion A Shares by the Company in
the PRC be and is hereby approved.'

                     By Order of the Board
                   Zheng Baoan     Li Man Kit
                   Joint Company Secretaries

Beijing, the PRC

9 February 2006

As at the date of this announcement, the Executive Directors are
Mr. Ma Xulun, Mr. Cai Jianjiang and Mr. Fan Cheng; the
Non-executive Directors are Mr. Li Jiaxiang, Mr. Kong Dong, Mr.
Wang Shixiang and Mr. Yao Weiting; and the Independent
Non-executive Directors are Mr. Hu Hung Lick, Henry, Mr. Wu
Zhipan and Mr. Zhang Ke.

Notes:

1.        The votes of all holders of Foreign Shares and the
holders of overseas listed foreign shares, that is, holders of H
Shares, in respect of this Special Resolution will be counted
separately. The Company will treat this Special Resolution to be
passed if it attains a two-thirds majority of the voting rights
of holders of Foreign Shares and that of holders of H Shares
attending the meeting. As advised by the Company's PRC counsel,
Haiwen & Partners ('Haiwen'), this arrangement does not
contravene any PRC laws, and that this Special Resolution, if
passed, would be valid. As advised by Haiwen, the separate
counting of the votes of the holders of H Shares is valid.

2.        The proposed A Share Issue and the Company's proposed
plan in relation to the use of proceeds from the A Share Issue

Shareholders are reminded to read carefully details of the
proposed A Share Issue as well as the relevant content of the
proposal made by the Company in relation to the use of proceeds
from the A Share Issue as contained in the Announcement and the
circular to be dispatched to the Shareholders.

3.        Closure of register of members and eligibility for
attending the Foreign Shareholders Class Meeting

Holders of H Shares of the Company are advised that the register
of members of the Company will close from 27 February 2006 to 28
March 2006 (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 Foreign Shareholders
Class 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 24 February 2006.

Holders of H Shares of the Company whose names appear on the
register of members of the Company maintained in Hong Kong on 24
February 2006 are entitled to attend the Foreign Shareholders
Class Meeting.

Holder of Non-H Foreign Shares of the Company whose name appears
on the register of members of the Company maintained in Hong
Kong on 24 February 2006 is entitled to attend the Foreign
Shareholders Class Meeting.

4.        Notice of attendance

Shareholders who intend to attend the Foreign Shareholders Class
Meeting should complete and lodge the accompanying notice of
attendance and return it to for holders of H Shares, the
Company's H share registrar and for holders of Non-H Foreign
Shares, the Company's Board Secretariat, on or before 8 March
2006. 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 Foreign Shareholders
Class Meeting. However, a failure to return the notice of
attendance may result in an adjournment of the Foreign
Shareholders Class Meeting, if the number of Shares carrying the
right to vote represented by the Shareholders proposing to
attend the Foreign Shareholders Class Meeting by the notice of
attendance does not reach more than half of the total number of
Foreign Shares of the Company carrying the right to vote at the
Foreign Shareholders Class Meeting.

5.        Proxy

Every Shareholder who has the right to attend and vote at the
Foreign Shareholders Class Meeting 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 Foreign Shareholders Class
Meeting.

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 and Non-H Foreign Shares not less than 24 hours
before the time appointed for the holding of the Foreign
Shareholders Class Meeting. 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).

6.        Other businesses

(i)       The Foreign Shareholders Class Meeting is expected to
last for half an hour. 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:

Room 1712-1716
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





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