Proposed Appoint. of Director

Air China Ld
06 September 2005




                               AIR CHINA LIMITED

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

                               (Stock Code: 753)

             PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION AND
                        PROPOSED APPOINTMENT OF DIRECTOR

The board of directors (the 'Board') of Air China Limited (the 'Company')
proposes to amend the Articles of Association (the 'Proposed Amendment'), and to
appoint Mr. Jia Kang as an independent non-executive director of the Company
(the 'Proposed Appointment').

The Proposed Amendment is subject to the approval of the shareholders of the
Company by way of special resolution at an extraordinary general meeting to be
convened on a date to be fixed (the 'EGM') and will become effective after the
relevant procedures for the approval and/or registration or filing in the PRC
have been completed. The Proposed Appointment is subject to the approval of
shareholders of the Company by way of ordinary resolution at the EGM.

Proposed amendment to the Articles of Association

The Board proposes to amend the Articles of Association to increase the number
of Directors. The Proposed Amendment is as follows:

Article 93 of the Articles of Association as set out below:

'The Company shall have a board of directors. The board of directors shall
consist of 11 directors, at least half of which shall be outside directors
(those who do not assume any position within the Company), and of which at least
three shall be independent directors (meaning directors who are independent from
the Company's shareholders and do not hold offices within the Company). At least
one independent director shall have appropriate professional qualification, or
expertise in accounting or related financial management. The board of directors
shall have one chairman and two deputy chairmen.'

shall be replaced by the following provision:

'The Company shall have a board of directors. The board of directors shall
consist of 12 directors, at least half of which shall be outside directors
(those who do not assume any position within the Company), and of which at least
three shall be independent directors (meaning directors who are independent from
the Company's shareholders and do not hold offices within the Company). At least
one independent director shall have appropriate professional qualification, or
expertise in accounting or related financial management. The board of directors
shall have one chairman and two deputy chairmen.'

According to the Articles of Association and the relevant laws and regulations,
the Proposed Amendment is subject to the approval of the shareholders of the
Company by way of special resolution at the EGM. Further, the Proposed Amendment
will become effective after the relevant procedures for the approval and/or
registration or filing in the PRC have been completed.

Appointment of director

Subject to the shareholders of the Company approving the Proposed Amendment, the
Board proposes to appoint Mr. Jia Kang as an independent non-executive director
of the Company.

Mr. Jia Kang, aged 51, is the head of Financial Science Research Institute of
Ministry of Finance. Mr. Jia holds a Doctor's Degree of Economic and works as
vice chairman of China Financial Association and a director of China Tax
Association and China State Bonds Association. Mr. Jia is also the visiting
professor of China Renmin University, State Administration Institute and Xiamen
University. Mr. Jia has participated in the researches relating to state
economic planning and is the author of a large number of economic publications.

Mr. Jia does not have any relationship with any other Directors, senior
management, substantial shareholders (as defined in the Listing Rules), or
controlling shareholders (as defined in the Listing Rules) of the Company. Mr.
Jia does not have any interests in shares of the Company within the meaning of
Part XV of the Securities and Futures Ordinance.

The Proposed Appointment is subject to the approval of shareholders of the
Company by way of ordinary resolution at the EGM.

In this announcement, unless the context otherwise requires, the following
expressions have the following meanings:
'Articles of            the articles of association of the Company, as amended, modified or otherwise supplemented from
Association'            time to time
'Director'              the director of the Company
'Listing Rules'         Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited
'PRC'                   the People's Republic of China (excluding, for the purposes of this announcement, Hong Kong,
                        Taiwan and Macau)

By order of the Board
Air China Limited
Zheng Baoan Li Man Kit
Joint Company Secretaries

Beijing, 6 September 2005

As at the date of this announcement, the Directors of the Company are Messrs Li
Jiaxiang, Kong Dong, Wang Shixiang, Yao Weiting, David Muir Turnbull, Ma Xulun,
Cai Jianjiang, Fan Cheng, Hu Hung Lick, Henry*, Wu Zhipan* and Zhang Ke*.

* Independent non-executive Director of the Company


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