EGM Poll Results

Air China Ld
23 August 2006

                          AIR CHINA LIMITED                           
 (a joint stock limited company incorporated in the People's Republic 
                   of China with limited liability)                   
                          (Stock Code: 753)                           
 Announcement of the Resolutions Passed at the Domestic Shareholders  
                            Class Meeting,                            
   Foreign Shareholders Class Meeting and the Extraordinary General   
                               Meeting                                
                                                                      
- The Board of the Company is pleased to announce the results of the  
resolutions passed at the Domestic Shareholders Class Meeting, Foreign
Shareholders Class Meeting and the EGM of the Company held on 22      
August 2006.                                                          
                                                                      
- The Domestic Shareholders and Foreign Shareholders have passed the  
resolutions in relation to the issuance of 1,179,151,364 H Shares by  
the Company to Cathay or such other securities (as approved by the    
Directors of the Company) to Cathay which may be convertible into     
1,179,151,364 H Shares.                                               
                                                                      
The board of directors (the 'Board') of Air China Limited (the        
'Company') is pleased to announce that the domestic shareholders class
meeting ('Domestic Shareholders Class Meeting'), the foreign          
shareholders class meeting (the 'Foreign Shareholders Class Meeting') 
and the extraordinary general meeting ('EGM') were held on Tuesday, 22
August 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 3 July 2006 ('Circular').     
                                                                      
The holders of domestic shares of the Company (the 'Domestic          
Shareholders') and the holders of non-H foreign shares and H shares   
(the 'Foreign Shares') of the Company (the 'Foreign Shareholders')    
have passed the resolutions in relation to the issuance of            
1,179,151,364 H Shares by the Company to Cathay or such other         
securities (as approved by the Directors of the Company) to Cathay    
which may be convertible into 1,179,151,364 H Shares. The shareholders
of the Company (the 'Shareholders') have passed all the resolutions at
the EGM in relation to (1) the major transaction: acquisition of      
Cathay shares, acquisition of Cathay shares by CNAC Limited; (2)      
connected transactions: acquisition of Cathay shares, issue of Air    
China H shares; and (3) connected transactions: sale of Dragonair     
shares by CNAC Limited, acquisition of Cathay shares by CNAC Limited. 
                                                                      
THE FOREIGN SHAREHOLDERS CLASS MEETING                                
                                                                      
Pursuant to the notice of Foreign Shareholders Class Meeting dated 3  
July 2006, the Foreign Shareholders Class Meeting was held at The     
Conference Room, Air China Building, 36 Xiaoyun Road, Chaoyang        
District, Beijing, PRC, on 22 August 2006.                            
                                                                      
The total number of issued Foreign Shares entitling the Foreign       
Shareholders to vote for or against any of the resolutions proposed at
the Foreign Shareholders Class Meeting was 3,663,693,829 shares. As   
disclosed in the Circular, Cathay, holding 943,321,091 H Shares of the
Company, as a connected person with a material interest in the        
Transaction, has abstained from voting in respect of any of the       
proposed resolutions at the Foreign Shareholders Class Meeting.       
                                                                      
The Foreign Shareholders and authorised proxies holding in aggregate  
2,476,810,990 shares, entitling them to vote for or against the       
proposed resolutions at the Foreign Shareholders Class Meeting, were  
present at the Foreign Shareholders Class Meeting. The holding of the 
Foreign Shareholders Class Meeting 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 Foreign            
Shareholders Class Meeting was chaired by Mr. Wang Shixiang, the vice 
chairman of the Company.                                              
                                                                      
The poll results in respect of the proposed resolutions at the Foreign
Shareholders Class Meeting were as follows:                           

 


SPECIAL RESOLUTION                     Votes of Foreign Shareholders  
Conditional upon the approval of the              For          Against
same by the Domestic Shareholders                                     
Class Meeting and by Shareholders of                                  
the Company at the extraordinary        2,476,782,990           28,000
general meeting, the issuance of             (99.99%)                 
1,179,151,364 H Shares by the                                         
Company to Cathay or such other        Votes of holders of H Shares   
securities (as approved by the                    For          Against
Directors of the Company) to Cathay     1,096,300,070           28,000
that may be convertible into           
1,179,151,364                                (99.99%)                 
                                                                      
H Shares was approved.                            
                                                                   
As more than two-thirds of the votes of Foreign Shareholders and that 
of holders of H Shares attending the meeting were cast in favor of 
this resolution, the resolution was duly passed as a special 
resolution.

 
THE DOMESTIC SHAREHOLDERS CLASS MEETING                               
                                                                      
Pursuant to the notice of the Domestic Shareholders Class Meeting     
dated 3 July 2006, the Domestic Shareholders Class Meeting was held at
The Conference Room, 29/F, Air China Building, 36 Xiaoyun Road,       
Chaoyang District, Beijing, PRC, on 22 August 2006. As the Domestic   
Shareholders of the Company whose names appear on the register of     
members of the Company at the close of business on 21 July 2006 are   
entitled to attend the Domestic Shareholders Class meeting, the       
holders of the newly issued 1.639 billion A shares of the Company were
not entitled to attend the Domestic Shareholders Class Meeting.       
                                                                      
The number of issued domestic shares of the Company, which was the    
total number of shares entitling the Domestic Shareholders to attend  
and vote for or against the resolutions considered at Domestic        
Shareholders Class Meeting, was 4,826,195,989 shares. There were no   
restrictions on any Domestic Shareholder of the Company casting votes 
on any of the proposed resolutions at the Domestic Shareholders Class 
Meeting. China National Aviation Holding Company ('CNAHC'), the       
controlling shareholder of the Company and the sole Domestic          
Shareholder of the Company, was entitled to attend and vote for or    
against the resolutions considered at such class meeting. CNAHC was   
present at the Domestic Shareholders Class Meeting. This holding of   
the Domestic Shareholders Class Meeting 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 Domestic           
Shareholders Class Meeting was chaired by Mr. Wang Shixiang, the vice 
chairman of the Company.                                              

Shareholders Class Meeting. China National Aviation Holding Company   
('CNAHC'), the controlling shareholder of the Company and the sole    
Domestic Shareholder of the Company, was entitled to attend and vote  
for or against the resolutions considered at such class meeting. CNAHC
was present at the Domestic Shareholders Class Meeting. This holding  
of the Domestic Shareholders Class Meeting 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 Domestic           
Shareholders Class Meeting was chaired by Mr. Wang Shixiang, the vice 
chairman of the Company.                                              
                                                                      
The poll results in respect of the proposed resolution at the Domestic
Shareholders Class Meeting were as follows:                           

 

SPECIAL RESOLUTION                   Votes of Domestic Shareholders

                                                    For     Against


Conditional upon the approval of          4,826,195,989        0.00
the same by the Foreign                        (100.00%)    (0.00%)
Shareholders Class
Meeting and by Shareholders of 
the Company at the 
extraordinary general meeting,
the issuance of 1,179,151,364 
H Shares by the Company to 
Cathay or such other
securities (as approved by the 
Directors of the Company) 
to Cathay that may be
convertible into 1,179,151,364

H Shares was approved.

As more than two-thirds of the votes of Domestic Shareholders         
attending the meeting were cast in favor of this resolution, the      
resolution was duly passed as a special resolution.                   
                                                                      
THE EXTRAORDINARY GENERAL MEETING                                     
                                                                      
Pursuant to the notice of EGM of the Company dated 3 July 2006, the   
EGM was held at The Conference Room, Air China Building, 36 Xiaoyun   
Road, Chaoyang District, Beijing, PRC, on 22 August 2006.             
                                                                      
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 21 July 2006 are entitled to attend the EGM. Therefore,   
the holders of the newly issued 1.639 billion A shares of the Company 
were not entitled to attend the EGM.                                  
                                                                      
The total number of issued shares entitling the Shareholders to vote  
for or against any of the resolutions proposed at the EGM was         
8,489,889,818 shares. As disclosed in the Circular, Cathay, holding   
943,321,091 H Shares of the Company, as a connected person with a     
material interest in the Transaction, has abstained from voting in    
respect of any of the proposed resolutions at the EGM. Shareholders of
the Company and authorized proxies holding an aggregate 7,692,022,979 
shares, 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. Wang Shixiang, the vice chairman of the    
Company.                                                              
                                                                      
The poll results in respect of the proposed resolutions at the EGM    
were as follows:                                                      

 

ORDINARY RESOLUTION                            Votes of Shareholders

                                                      For    Against


The sale of all the Dragonair Shares        7,691,998,979     24,000
by CNAC Limited to Cathay in consideration       (99.99%)
of Cathay issuing new Cathay Shares and 
payment in cash to CNAC Limited, and the
purchase of 40,128,292 and 359,170,636 
Cathay Shares by the Company from SPAC
and CITIC Pacific respectively at the 
price of HK$13.50 per share, all as
described in the circular of the 
Company dated 3 July 2006 were approved.

As more than 50% of the votes were cast in favor of this resolution, the
resolution was duly passed as an ordinary resolution.

 

 

SPECIAL RESOLUTION                             Votes of Shareholders

                                                     For    Against


Conditional upon the approval of the       7,692,008,979     14,000
same by the Domestic Shareholders Class         (99.99%)
Meeting and by the Foreign Shareholders 
Class Meeting, the issuance of
1,179,151,364 H Shares by the Company 
to Cathay at an aggregate subscription
price of HK$4.07 billion, representing 
HK$3.45 per H Share, or issuance of such
other securities (as approved by the 
Directors of the Company) to Cathay which
may be convertible into 1,179,151,364

H Shares was approved.


As more than two-thirds of the votes were cast in favor of this       
resolution, the resolution was duly passed as a special resolution.   
Tin Wha CPAs was the scruntineer for the vote-taking at the Domestic  
Shareholders Class Meeting, the Foreign Shareholders Class Meeting and
the EGM.                                                              
                                                                      
Implication on Proposed Pre-conditional Privatisation of CNAC Limited 
                                                                      
One of the key Completion conditions of the Transaction is that the   
Company's shareholders approve the Transaction which, following the   
Class Meetings and EGM on 22 August 2006, has been fulfilled. However,
certain other conditions to the Completion of the Transaction have yet
been fulfilled. In particular, the Company is still awaiting the      
approvals in respect of the Transaction from the PRC regulatory       
authorities, and the timing for obtaining such approvals is unknown to
the Company and is also outside the Company's control. The Company    
will keep the investing public informed of any material development in
respect of the fulfillment of the Completion conditions of the        
Transaction.                                                          
                                                                      
The Completion of the Transaction is the pre-condition to the         
Company's making the privatisation proposals in respect of CNAC       
Limited as described in the Company's circular dated 12 July 2006.    

 





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

Beijing, 23 August 2006 
 
The Directors of the Company jointly and severally accept full        
responsibility for the accuracy of the information contained in this  
announcement and confirm, having made all reasonable enquires, that to
the best of their knowledge, opinions expressed in this announcement  
have been arrived at after due and careful consideration and there are
no other facts not contained in this announcement, the omission of    
which would make any statements in this announcement misleading.      
                                                                      
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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