CONNECTED TRANSACTIONS

Air China Ld
01 December 2006



THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION


If you are in doubt as to any aspect of this circular, you should consult your
stockbroker or other registered dealer in securities, bank manager, solicitor,
professional accountant or other professional adviser.


If you have sold or transferred all your shares in Air China Limited, you should
at once hand this circular and the form of proxy and the notice of attendance to
the purchaser or the transferee or to the bank, stockbroker or other agent
through whom the sale or transfer was effected for transmission to the purchaser
or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents
of this circular, makes no representation as to its accuracy or completeness and
expressly disclaims any liability whatsoever for any loss howsoever arising from
or in reliance upon the whole or any part of the contents of this circular.


AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's Republic of China
 with limited liability)
(Stock Code: 753)


(1) CONTINUING CONNECTED TRANSACTIONS

(2) PROPOSED FORMATION OF AVIATION SAFETY COMMITTEE

(3) PROPOSED ENGAGEMENT OF EXPERTS FOR BOARD COMMITTEE

(4) PROPOSED APPOINTMENT OF DIRECTOR

(5) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(6) PROPOSED DIRECTORS AND SENIOR MANAGEMENT STOCK APPRECIATION RIGHTS HANDBOOK


Independent Financial Adviser to the Independent Board Committee and the 
Independent Shareholders

BNP PARIBAS


A letter from the Board is set out on pages 3 to 36 of this circular.


A letter from the Independent Board Committee, containing its advice to the
Independent Shareholders of the Company, is set out on pages 37 to 38 of this
circular.


A letter from BNP Paribas, the independent financial adviser, containing its
advice to the Independent Board Committee and the Independent Shareholders of
the Company is set out on pages 39 to 50 of this circular.


1 December 2006


CONTENTS

                                                                            Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1


LETTER FROM THE BOARD


I.      Continuing Connected Transactions . . . . . . . . . . . . . . . . . . .3


II.     Proposed Formation of Aviation Safety Committee . . . . . . . . . . ..32


III.   Proposed Engagement of Experts for Board Committee . . . . . . . . . . 33


IV.    Proposed Appointment of Director . . . . . . . . . . . . . . . . . . . 34


V.     Proposed Amendments to the Articles of Association . . . . . . . . . . 35


VI.    Proposed Adoption of the Directors and Senior Management
       Stock Appreciation Rights Handbook . . . . . . . . . . . . . . . . . . 35


VII. EGM     . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .36


VIII. Additional information . . . . . . . . . . . . . . . . . . . . . . . . .36


LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . .         37


LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . . .       39


APPENDIX I        -     GENERAL INFORMATION . . . . . . . . . . . . . .       51


APPENDIX II       -     PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION . . .  61


APPENDIX III      -     PROPOSED DIRECTORS AND SENIOR MANAGEMENT STOCK 
                        APPRECIATION RIGHTS HANDBOOK . . . . . . . . . . . .  96


APPENDIX IV       -     NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . . . . 133


Paste the following link into your web browser to download the PDF document 
related to this announcement: 

http://www.rns-pdf.londonstockexchange.com/rns/8924m_-2006-11-29.pdf





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