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)

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING

Number of shares to which this form of proxy relates(Note 1)
I/We(Note 2) ----------------------------------------------
of --------------------------------------------------------
being the registered holder(s) of(Note 3)    H Shares/Non-H
Foreign Shares/Domestic Shares (please delete as appropriate)
('Shares') in the capital of Air China Limited (the 'Company')
HEREBY APPOINT(Note 4) the Chairman of the meeting and/or(Note
4) -----------------------------------------------------------
of -----------------------------------------------------------
as my/our proxy/proxies: (a) to act for me/us at the
extraordinary general meeting (or at any adjournment thereof) of
the Company to be held at The Conference Room, 29/F, Air China
Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC, on
28 March 2006 at 2:30 p.m. (the 'Meeting') for the purpose of
considering and, if thought fit, passing the resolutions (the
'Resolutions') as set out in the notice convening the Meeting;
and (b) at the Meeting (or at any adjournment thereof) to vote
for me/us and in my/our name(s) in respect of the Resolutions as
hereunder indicated or, if no such indication is given, as my/
our voting proxy thinks fit.



                 SPECIAL RESOLUTIONS                   FOR   AGAINST
                                                      (Note  (Note 6)
                                                        6)
1. To approve 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.
2. To approve, subject to the passing of the above
   Special Resolution 1, the proceeds from the A
   Share Issue be and 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 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.
3. To approve, 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 and to authorise the Board 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. To approve and adopt the following as amended,
   details of which are set out in Appendices II,
   III, and IV to the Circular and shall come into
   effect upon the effectiveness of the amendments to
   the Articles of Association in the above Special
   Resolution 3, as part of the Articles of
   Association subject to the passing of the above
   Special Resolution 1 and conditional upon the
   completion of the A Share Issue:
   (1)   the Rules and Procedures for Shareholders'
         General Meetings
   (2)   the Rules and Procedures for Board Meetings
   (3)   the Rules and Procedures for Meetings of
         Supervisors
5. To approve the amendment to the Articles of
   Association in respect of number of Directors 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...'.

                ORDINARY RESOLUTIONS                   FOR   AGAINST
                                                      (Note  (Note 6)
                                                        6)
6. To approve, 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
   and to authorise the Board to fix Mr. Jia Kang's
   emoluments.
7. To approve and adopt the Connected Transaction
   Decision Making System, details of which are set
   out in Appendix V to the Circular 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.




Dated this --------------- day of -------------------------- 2006  

Signature (Note 7) -----------------------
                                          

Notes:

1.             Please insert the number of shares registered in
your name(s) to which this proxy form relates. If no number is
inserted, this form of proxy will be deemed to relate to all
Shares registered in your name(s).

2.             Full name(s) and address(es) to be inserted in
BLOCK CAPITALS.

3.             Please insert the total number of Shares
registered in your name(s).

4.             A member entitled to attend and vote at the
Meeting is entitled to appoint one or more proxies of his own
choice to attend and vote instead of him. A proxy need not be a
member of the Company. If any proxy other than the Chairman of
the Meeting is preferred, please strike out the words 'the
Chairman of the meeting and/or' and insert the name(s) and
address(es) of the proxy/proxies desired in the space provided.
In the event that two or more persons (other than the Chairman
of the Meeting) are named as proxies and the words 'the Chairman
of the meeting...and/or' are not deleted, those words and
references shall be deemed to have been deleted.

5.             If you appoint more than one proxy, the voting
rights may only be exercised by way of poll.

6.             IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION
TICK IN THE BOX MARKED 'FOR'. IF YOU WISH TO VOTE AGAINST THE
RESOLUTION, TICK IN THE BOX MARKED 'AGAINST'. Failure to
complete the boxes will entitle your voting proxy to cast his
vote at his discretion. On a show of hands, a member is entitled
to one vote. On a poll, a member is entitled to one vote for
every fully-paid Share held and a member entitled to more than
one vote need not use all his votes in the same way. A tick in
the relevant box indicates that the votes attached to all the
Shares stated above as held by you will be cast accordingly. The
total number of Shares referred to in the two boxes for the same
resolution cannot exceed the number of Shares stated above as
held by you. Where numbers are referred to in both boxes for the
same resolution, the voting proxy will vote on a show of hands
according to the box with the larger number or, in case of an
equal number in both boxes, the voting proxy will cast his vote
at his discretion.

7.             This form of proxy must be signed by you or your
attorney duly authorised in writing, or in the case of a
corporation, must be either under seal or under the hand of an
officer or attorney duly authorised.

8.             In order to be valid, this form of proxy,
together with the power of attorney or other authority (if any)
under which it is signed (or a notarially certified copy of that
power or authority), for holders of H Shares, must be returned
to Computershare Hong Kong Investor Services Limited Shares at
Rooms 1712-1716, Hopewell Centre, 183 Queen's Road East, Hong
Kong, not less than 24 hours prior to the time appointed for
holding the Meeting (or any adjournment thereof). For holders of
Domestic Shares and Non-H Foreign Shares, the above documents
must be delivered to Company's Board Secretariat, Air China
Limited, South Terminal, Beijing Capital International Airport,
Chaoyang District, Beijing 100621, PRC, within the same period.

9.             Completion and delivery of a form of proxy will
not preclude you from attending and/or voting at the Meeting (or
any adjournment thereof) if you so wish.

10.          Any alteration made to this form of proxy must be
initialled by the person(s) who sign(s) it.

11.          To attend and represent the shareholder(s) at the
Meeting, the proxy so appointed must produce beforehand his
identification document and any power of attorney duly signed by
his appointor(s) or the legal representative(s) of his appointor
(s). The power(s) of attorney must state the date(s) of
issuance.

12.          Shareholders are reminded to read carefully details
of the resolutions set out in the Notice of Extraordinary
General Meeting.






                      This information is provided by RNS
            The company news service from the London Stock Exchange