Notice of EGM

Air China Ld
13 November 2006

                               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 extraordinary general meeting ( 'EGM ') of Air
China Limited ( 'Company ') will be held at The Conference Room, Air China
Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC at 2:00 p.m. on 28
December 2006 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 announcements of the Company dated
27 October 2006 and 13 November 2006, respectively:

                             Ordinary Resolutions:

1            'THAT, the Non-exempt Continuing Connected Transactions and their
proposed annual cap for each of the three years ended 31 December 2007, 2008 and
2009 and the supplemental agreements in respect of the Company's continuing
connected transactions, which shall be approved or ratified by the Shareholders
in accordance with PRC law, are hereby approved and ratified. '



2            'THAT, the Board form an Aviation Safety Committee comprising 3
members and Mr. Wang Shixiang serves as the chairman of this committee while Mr.
Ma Xulun and Mr. Cai Jianjiang are the committee members are hereby approved. '





3            'THAT, all the board committees under the Board may engage both
internal and external experts to provide professional support for their
decision-making and the terms of such engagement shall expire upon the
expiration of the current Board session, and the first list of experts of each
board committee are hereby approved, and all board committees are authorized
thereafter to select and replace any such experts and to decide other relevant
engagement matters. '



4            'THAT, the Directors and Senior Management Share Appreciation
Rights Administrative Handbook is hereby approved. '





5            'THAT, Mr. Chen Nan Lok Philip is appointed as a non-executive
Director and the term of his office shall commence upon the approval to the
Proposed Amendment in respect of the number of Directors by relevant PRC
authorities and shall end on the expiry of the term of the current session of
the Board. '



                              Special Resolution:

1.         THAT, the Proposed Amendment including the amendments to the
articles of association, made in accordance with relevant newly amended PRC
laws, and the amendment that the number of Directors of the Board is increased
from 12 to 13 are hereby approved. '



A circular containing the details in respect of the resolutions above will be
despatched to the shareholders in accordance with the Hong Kong Listing Rules as
soon as practicable.

By Order of the Board

Zheng Baoan       Li Man Kit

Joint Company Secretaries

Beijing, the PRC 13 November 2006

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

Notes:

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

Holders of H Shares of the Company are advised that the register of members of
the Company will close from 29 November 2006 to 28 December 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 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 4:00 p.m. on 28 November 2006.

Shareholders of the Company whose names appear on the register of members of the
Company at the close of business on 28 November 2006 are entitled to attend the
EGM.

2.        Notice of attendance

Shareholders who intend to attend the EGM should complete and lodge the
accompanying notice of attendance and return it to, for holders of H Shares, the
Company's H share registrar, or for holders of Domestic Shares the Company's 
Board Secretariat, on or before 7 December 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 EGM. However, the failure to return the
notice of attendance may result in an adjournment of the EGM, if the number of
shares carrying the right to vote represented by the shareholders proposing to
attend the EGM by the notice of attendance does not reach more than 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 behalf at the EGM.

* Independent non-executive Director of the Company

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 not less than 24 hours
before the time appointed for the holding of the EGM. 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).

4.        Other businesses

(i)        The EGM is expected to last for two hours. 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:



46th Floor
Hopewell Centre
183 Queen's Road East
Wanchai
Hong Kong
Tel No.: (852) 2862 8628
Fax No.: (852) 2865 0990


(ii)       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





                               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 EXTRAORDINARY GENERAL 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/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 extraordinary general
meeting (or at any adjournment thereof) of the Company to be held at

2:00 p.m. on 28 December 2006 at The Conference Room, 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  AGAINST (Note
                                                                                  6)             6)
1.    To consider and approve the Non-exempt Continuing Connected
      Transactions and their proposed annual cap for each of the three
      years ended 31 December 2007, 2008 and 2009 and the supplemental
      agreements in respect of the Company's continuing connected
      transactions, which shall be approved or ratified by the Shareholders
      in accordance with PRC law.
2.    To consider and approve the Board form an Aviation Safety Committee
      comprising 3 members and Mr. Wang Shixiang serves as the chairman of
      this committee while Mr. Ma Xulun and Mr. Cai Jianjiang are the
      committee members.
3.    To consider and approve all the board committees under the Board may
      engage both internal and external experts to provide professional
      support for their decision-making and the terms of such engagement
      shall expire upon the expiration of the current Board session, and to
      consider and approve the first list of experts of each board
      committee and all board committees are authorized thereafter to
      select and replace any such experts and to decide other relevant
      engagement matters.
4.    To consider and approve the Directors and Senior Management Share
      Appreciation Rights Administrative Handbook.
5.    To consider and approve Mr. Chen Nan Lok Philip is appointed as a
      non-executive Director and the term of his office shall commence upon
      the approval to the Proposed Amendment in respect of the number of
      Directors by relevant PRC authorities and shall end on the expiry of
      the term of the current session of the Board.


      SPECIAL RESOLUTION                                                     FOR (Note  AGAINST (Note
                                                                                  6)             6)
1.    To consider and approve the Proposed Amendment including the
      amendments to the articles of association, made in accordance with
      relevant newly amended PRC laws, and the amendment that the number of
      Directors of the Board is increased from 12 to 13.



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  
'(S)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, 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)

               EXTRAORDINARY GENERAL MEETING NOTICE OF ATTENDANCE

To: Air China Limited (the  'Company ')

I/We (Note 1)
________________________________________________________________________________

of ,
________________________________________________________________________________



being the registered holder of (Note 2)
________________________________________________________ H/domestic shares in
the share capital of the Company hereby inform the Company that I/we intend to
attend the Extraordinary General Meeting to be held at 2:00 p.m. on 28 December
2006 at The Conference Room, 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 7 December 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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