Resolutions Passed At EGM

Air China Ld
29 December 2006


                            AIR CHINA LIMITED                            
 (a joint stock limited company incorporated in the People's Republic of 
                      China with limited liability)                      
                            (Stock Code: 753)                            
                                                                         
    (1) The Resolutions (including Appointment of Director) Passed at    
                    The Extraordinary General Meeting                    
            (2) Proposed Amendment of Articles of Association            

                                                                         
* The Board of the Company is pleased to announce the results 
  of the EGM of the Company held on 28 December 2006.                    
                                                                         
* The Shareholders have approved the appointment of Mr. Chen  
  Nan Lok Philip as a non-executive director of the Company. 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.         

 
The board of directors (the 'Board') of Air China Limited (the 'Company') 
is pleased to announce that the extraordinary general meeting ('EGM') was 
held on Thursday, 28 December 2006 at The Conference Room, Air China      
Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC. Unless        
otherwise indicated, capitalized terms used herein shall have the same    
meaning as those defined in the Company's circular dated 1 December 2006  
('Circular').                                                             
                                                                          
As stated in the notice of EGM, Shareholders of the Company whose names   
appear on the register of members of the Company at the close of business 
on 28 November 2006 were entitled to attend the EGM.                      
                                                                          
At as the date of this announcement, CNAHC is a substantial shareholder of
the Company and CNAF is CNAHC's subsidiary. Accordingly, CNAHC and CNACG, 
which is CNAHC's wholly owned subsidiary, are required to abstain from    
voting on the resolutions in respect of the Financial Service Agreement   
and its supplemental agreement and Charter Flight Service Framework       
Agreement and its supplemental agreement. In addition, CNAHC and CNACG are
also required to abstain from voting on the resolution in respect of the  
supplemental agreements to the Sales Agency Service Framework Agreement   
and the Standard Ground Handling Agreement, respectively, which are       
required by the Listing Rules of Shanghai Stock Exchange to be approved by
the Shareholders at the EGM.                                              
                                                                          
Shareholders of the Company and authorized proxies holding an aggregate   
9,392,547,262 shares (3,062,997,775 if excluding shares held by CNAHC and 
CNACG), entitling them to vote for or against the proposed resolutions at 
the EGM, were present at the EGM. The holding of the EGM was in compliance
with the requirements of the Company Law of the People's Republic of China
and the provisions of the Articles of Association. The EGM was chaired by 
Mr. Li Jiaxiang, the chairman of the Company.                             
                                                                          
The poll results in respect of the proposed resolutions at the EGM were as
follows:                                                                  
                                                                          
                  RESOLUTIONS                     Votes of Shareholders   
                                                     For        Against   
the Non-exempt Continuing Connected             2,853,773,392 209,224,383 
Transactions and their proposed annual cap for                            
each of the three years ended 31 December 2007,   (93.17%)                
2008 and 2009 and the supplemental agreements   9,183,322,879 209,224,383 
in respect of the Company's continuing                                    
connected transactions, which shall be approved   (97.78)%                
or ratified by the Shareholders in accordance                             
with PRC law, are hereby approved and ratified.   (for the                
(Ordinary Resolution)                             items on                
                                                 which CNAHC              
                                                and CNACG do              
                                                 not have to              
                                                abstain from              
                                                   voting)                
the Board form an Aviation Safety Committee     9,392,533,262    14,000   
comprising 3 members and Mr. Wang Shixiang                                
serves as the chairman of this committee while    (99.99%)                
Mr. Ma Xulun and Mr. Cai Jianjiang are the                                
committee members are hereby approved.                                    
(Ordinary Resolution)                                                     
all the board committees under the Board may    9,338,891,262  53,656,000 
engage both internal and external experts to                              
provide professional support for their            (99.43%)                
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. (Ordinary Resolution)                                 
the Directors and Senior Management Stock       9,392,533,262    14,000   
Appreciation Rights Administrative Handbook is                            
hereby approved. (Ordinary Resolution)            (99.99%)                
Mr. Chen Nan Lok Philip is appointed as a       9,391,535,262  1,012,000  
non-executive Director and the term of his                                
office shall commence upon the approval to the    (99.99%)                
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. (Ordinary Resolution)                               
the Proposed Amendment including the amendments 9,392,533,262    14,000   
to the articles of association, made in                                   
accordance with relevant newly amended PRC        (99.99%)                
laws, and the amendment that the number of                                
Directors of the Board is increased from 12 to                            
13 are hereby approved. (Special resolution)                              
                                                                          
As more than 50% of the votes were cast in favor of the ordinary          
resolutions, the ordinary resolutions were duly passed. As more than      
two-thirds of the votes were cast in favor of the special resolution, the 
special resolution was duly passed.                                       
                                                                          
Tin Wha CPAs was the scruntineer for the vote-taking at the EGM.          
                                                                          
Appointment of Non-executive Director                                     
                                                                          
The Company is pleased to announce that the Shareholders have approved the
appointment of Mr. Chen Nan Lok Philip as a non-executive director of the 
Company. 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.                                                             
                                                                          
Mr. CHEN Nan Lok Philip, aged 51, has been a director of Cathay Pacific   
Airways Limited since July 1998 and was appointed Chief Executive of that 
company in January 2005. He is also a director of John Swire & Sons (H.K.)
Limited and Swire Pacific Limited and Chairman of Hong Kong Dragon        
Airlines Limited. He joined the John Swire & Sons Limited group in 1977   
and in addition to Hong Kong has worked with the group in Mainland China  
and the Asia Pacific region. He has an honours degree in Political Science
and History.                                                              
                                                                          
Mr. Chen has not held any directorship in any other listed companies or   
taken up a post in any affiliated companies of the Company in the past    
three years. Further, Mr. Chen does not have any relationship with any    
other director, senior management, substantial shareholder or controlling 
shareholder of the Company. Mr. Chen does not have any equity interest in 
the Company within the meaning of Part XV of the Securities and Futures   
Ordinance (Cap. 571 of the Laws of Hong Kong). There is no information to 
be disclosed on items from (h) to (v) in Rule 13.51(2) of the Listing     
Rules. No other matter needs to be brought to the attention of the        
Shareholders in respect of the Company and its Directors and supervisors  
of the Company.                                                           
                                                                          
Mr. Chen will not receive any compensation for his service as a Director  
of the Company.                                                           
                                                                          
Proposed Amendment of Articles of Association                             
                                                                          
At the Board meeting held on 28 December 2006, the Board proposed to amend
article 12 of the Articles of Association by adding 'aviation accident    
insurance agency sales' to the Company's business scope. Such proposed    
amendment will be submitted as a special resolution to the Company's      
general meeting for Shareholders' approval.                               
                                                                          
                          By order of the Board                           
                            Air China Limited                             
                      Zheng Baoan        Li Man Kit                       
                        Joint Company Secretaries                         
                                                                          
Beijing, 28 December 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                      



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