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)

      FORM OF PROXY FOR FOREIGN SHAREHOLDERS CLASS MEETING

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

I/We(Note 2) -----------------------------------------------

of ---------------------------------------------------------

being the registered holder(s) of(Note 3)---- H Shares/Non-H
Foreign Shares ('Shares')(please delete as appropriate) in 
the 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 foreign
shareholders class meeting (or at any adjournment thereof) of
the Company to be held at The Conference Room, 29/F, Air China
Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC, on
28 March 2006 at 2:00 p.m. (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 Resolution as
hereunder indicated or, if no such indication is given, as my/
our voting proxy thinks fit.

            SPECIAL RESOLUTION              FOR(Note 6)   AGAINST
                                                         (Note 6)
To approve, conditional upon the approval
of the same by the Domestic Shareholders
Class Meeting and by shareholders of the
Company at the extraordinary general
meeting, the public offering of not more
than 2.7 billion A Shares by the Company in
the PRC

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 an
officer or attorney duly authorised.

8.             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.

9.             In order to be valid, this form of proxy,
together with the power of attorney or other authority (if any)
under which it is signed (or a notarially certified copy of that
power or authority), must be deposited, for holders of non-H
Foreign Shares, at Company's Board Secretariat, Air China
Limited, South Terminal, Beijing Capital International Airport,
Chaoyang District, Beijing 100621, PRC, and for holders of H
Shares, at Computershare Hong Kong Investor Services Limited
Shares at Rooms 1712-1716, Hopewell Centre, 183 Queen's Road
East, Hong Kong, not less than 24 hours prior to the time
appointed for holding the Meeting (or any adjournment thereof).

10.          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.

11.          Any alteration made to this form of proxy must be
initialled by the person(s) who sign(s) it.

12.          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(s) of attorney must state the date(s) of
issuance.





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