Notice of Meeting

Air China Ld
03 July 2006

                               AIR CHINA LIMITED

(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, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC at 2:
30 p.m. on 22 August 2006 (or immediately after the conclusion or adjournment of
the EGM) 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 circular of the Company dated 3 July 2006 (the 
'Circular'):

                              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 issuance of 1,179,151,364 H Shares by the Company to
Cathay or such other securities (as approved by the Directors of the Company) to
Cathay which may be convertible into 1,179,151,364 H Shares be and is hereby
approved.'

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

Beijing, the PRC
3 July 2006

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, 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.          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.

2.          The proposed issuance of additional H Share and the Company's
proposed plan in relation to the use of proceeds from the issuance of additional
H Share

Shareholders are reminded to read carefully the details of the proposed issuance
of additional H Shares as well as the relevant content of the proposal made by
the Company in relation to the use of proceeds from the issuance of additional H
Shares as contained in the Circular.

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 24 July 2006 to 22 August 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 21 July 2006.

Holders of H Shares of the Company whose names appear on the register of members
of the Company maintained in Hong Kong on 21 July 2006 are entitled to attend
the Foreign Shareholders Class Meeting.

Holders of Non-H Foreign Shares of the Company whose names appear on the
register of members of the Company maintained in Hong Kong on 21 July 2006 are
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 1 August 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 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:

46th Floor
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


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