Notice of EGM

Air China Ld
10 February 2006


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

            NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting
('EGM') of Air China Limited ('Company') will be held at The
Conference Room, 29/F, Air China Building, 36 Xiaoyun Road,
Chaoyang District, Beijing, PRC at 2:30 p.m. on 28 March 2006
(or immediately after the conclusion or adjournment of the
Foreign Shareholders Class Meeting) 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 announcement of the Company
dated 9 February 2006 ('Announcement'):

                      Special Resolutions:

1.        'THAT the public offering of A Shares by the Company
in the PRC ('A Share Issue') and each of the following terms and
conditions for the A Share Issue be and are hereby approved one
by one:

(1)  Class of Shares: RMB denominated ordinary shares (i.e. A
     Shares);

(2)  Nominal value: RMB1.00 each;

(3)  Total number of A Shares to be issued: not more than
     2,700,000,000 A Shares;

(4)  Target subscribers: qualified institutional investors as
     approved by CSRC and the placees through online offering based
     on market share value, and subscribers allowed by the
     regulatory bodies and by the applicable laws and regulations
     at the time of A Shares Issue;

(5)  Issue price: The issue price shall be determined based on the
     PRC securities market conditions at the time when the A Share
     Issue takes place and in accordance with the applicable
     regulations;

(6)  Place of listing: Shanghai Stock Exchange;

(7)  The existing and new Shareholders of the Company after
     completion of the A Share Issue whose names appear on the
     register of members of the Company shall be entitled to
     sharing the Company's undistributed retained profits
     immediately prior to the completion of the A Share Issue;

(8)  The Board of Directors of the Company shall be and is
     authorized to determine and deal with at its discretion and
     with full authority, the matters in relation to the A Share
     Issue (including but not limited to the specific timing of
     issue, number of A Shares to be issued, offering mechanism,
     pricing mechanism, issue price, target subscribers and the
     number and proportion of A Shares to be issued to each
     subscriber);

(9)  The Board of Directors of the Company shall be and is
     authorized to at its discretion and with full authority sign
     or execute all necessary documents (including but not limited
     to the preliminary prospectus, the prospectus, underwriting
     agreement, listing agreement and any related announcement),
     effect and carry out necessary formalities (including but not
     limited to procedures for listing of the A Shares on Shanghai
     Stock Exchange), and take all other necessary actions in
     connection with the A Share Issue, as well as to handle all
     registration requirements in relation to changes in the
     registered capital of the Company following the completion of
     the A Share Issue;

(10) This Special Resolution 1, conditional upon the approval of
     the A Share Issue by the Domestic Shareholders Class Meeting
     and Foreign Shareholders Class Meeting, respectively, shall be
     effective for a period of 12 months from the date of the
     approval by the EGM, Domestic Shareholders Class Meeting and
     Foreign Shareholders Class Meeting whichever is the last.'

The implementation of this Special Resolution 1 is subject to
the approval by the China Securities Regulatory Commission
('CSRC').

2.        'THAT subject to the passing of the above Special
Resolution 1, the proceeds from the A Share Issue be and is
hereby approved to be used for the purchase of 20 Airbus
A330-200 aircraft, 15 Boeing 787 aircraft and 10 Boeing 737-800
aircraft and Air China's project relating to expansion of
existing operating support facilities at the Beijing Capital
International Airport, by applying to any payment due in
relation to the projects above or to repay any outstanding bank
loan in relation to the projects above occurred before the
completion of the A Share Issue; after above prescript use of
the proceeds, any balance of it shall apply to the working
capital of the Company, and the Board of Directors of the
Company shall, subject to the scope of use of proceeds set out
in this Special Resolution 2, be and is hereby authorized to
determine and adjust with full authority the projects, the
priority and the actual project investment amounts and bank loan
repayment amounts to which the proceeds from the A Share Issue
shall be applied.'

The implementation of this Special Resolution 2 is subject to
the approval by the CSRC.

3.        'THAT subject to the passing of the above Special
Resolution 1 and conditional upon the completion of the A Share
Issue, the amendments to the Articles of Association as set out
in Appendix I to the Circular be and are hereby approved and the
Board be and is hereby authorised to make further amendments
which in its opinion may be necessary, desirable and expedient
in accordance with the mandatory requirements of the applicable
laws and regulations, and as government authorities of the PRC
may require, and to apply for approvals from the relevant
government authorities after the completion of the A Share
Issue.'

           The amended Articles of Association referred to in
this Special Resolution 3 will come into effect after approvals
from the relevant authorities are obtained.

4.        'THAT, subject to the passing of the above Special
Resolution 1 and conditional upon the completion of the A Share
Issue, the Rules and Procedures for Shareholders' General
Meetings, Rules and Procedures for Board Meetings and Rules and
Procedures for Meetings of Supervisors, as amended, details of
which are set out in Appendices II, III, and IV to the Circular,
be and are hereby approved and adopted as part of the Articles
of Association and shall come into effect upon the effectiveness
of the amendments to the Articles of Association covered in
above Special Resolution 3.'

5.        'THAT the amendment to the Articles of Association in
respect of number of Directors be and is hereby approved as
follows:

Article 93 of existing Article of Association which provides
that '...the Company shall have a Board of Directors which is
composed of 11 Directors...' shall be amended to read as '...the
Company shall have a Board of Directors which is composed of 12
Directors...'.

The effectiveness of this Special Resolution 5 is subject to the
approval of PRC government authorities.

                     Ordinary Resolutions:

6.        'THAT, subject to Special Resolution 5 being passed at
the EGM and approved by PRC government authorities, the
appointment of Mr. Jia Kang as an independent non-executive
Director for a term from the date of approval of the amendments
to Article 93 relating to the number of directors by the
relevant government authorities to the expiry date of the term
of the current session of the Board be and is hereby approved
and the Board be and is hereby authorized to fix Mr. Jia Kang's
emoluments.'

7.        'THAT the Connected Transaction Decision Making
System, details of which are set out in Appendix V to the
Circular be and is hereby approved and adopted and that
Connected Transaction Decision Making System shall come into
effect upon the effectiveness of the amendments to the Articles
of Association covered in above Special Resolution 3.'

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

Beijing, the PRC

9 February 2006

As at the date of this announcement, the Executive Directors are
Mr. Ma Xulun, Mr. Cai Jianjiang and Mr. Fan Cheng; the
Non-executive Directors are Mr. Li Jiaxiang, Mr. Kong Dong, Mr.
Wang Shixiang and Mr. Yao Weiting; and the Independent
Non-executive Directors are Mr. Hu Hung Lick, Henry, Mr. Wu
Zhipan and Mr. Zhang Ke.

Notes:

1.        Corporate governance documents

Details of (a) the Rules and Procedures of the Shareholders'
General Meeting; (b) Rules and Procedures for Board Meetings;
and (c) Rules and Procedures for Meetings of Supervisors are set
out in Appendices II to IV respectively to the Circular and are
also available for inspection on the website of The Stock
Exchange of Hong Kong Limited (http://www.hkex.com.hk).

2.        Appointment of independent non-executive director

Brief biographical details of Mr. Jia Kang are set out in the
paragraph headed 'Appointment of new independent non-executive
Director' of the circular to be despatched to the Shareholders
and the announcement of the Company dated 6 September 2005.

3.        The proposed A Share Issue and the Company's proposed
plan in relation to the use of proceeds from the A Share Issue

Shareholders are reminded to read carefully details of the
proposed A Share Issue as well as the relevant content of the
proposal made by the Company in relation to the use of proceeds
from the A Share Issue as contained in the Announcement and the
Circular to be despatched to the Shareholders.

4.        Amendments to Articles

Details of the proposed amendments are set out in Appendix I to
the circular to be despatched to the Shareholders and are also
available for inspection on the website of The Stock Exchange of
Hong Kong Limited (http://www.hkex.com.hk).

5.        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 27 February 2006 to 28
March 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 24 February 2006.

Shareholders of the Company whose names appear on the register
of member of the Company at the close of business on 24 February
2006 are entitled to attend the EGM.

6.        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 and Non-H Foreign Shares, the
Company's Board Secretariat, on or before 8 March 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, a 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.

7.        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.

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 and Non-H Foreign 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).

8.        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:

Room 1712-1716
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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