EGM Poll Results

Air China Ld
18 December 2007

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



                               AIR CHINA LIMITED

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

                               (Stock Code: 753)



                 Poll Results of Extraordinary General Meeting


       The Board of the Company is pleased to announce the poll results of the EGM of the Company
       held on 17 December 2007.



       The Shareholders have approved offering of additional A Shares by the Company (the 
       'Offering') and each of the items and conditions for the Offering one by one.



       The Shareholders have approved the projects for which the proceeds from the Offering (the 
       'Proceeds') will be utilized (the 'Projects') and each of the items and conditions for
       the use of the Proceeds.



       The Shareholders have approved to authorise the Board to determine matters relating to the
       Offering at its discretion and with full authority.



       The Shareholders have approved the 'Feasibility of Proposed Investment Projects to Be
       Funded by the Proceeds from the Offering'.



       The Shareholders have approved the 'Report from the Board on Use of Proceeds from
       Previous Issue of Shares'.







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 17 December 2007 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
notice of EGM dated 2 November 2007 ('Notice').





The poll results in respect of the proposed resolutions at the EGM were as
follows:


SPECIAL RESOLUTIONS                                   Votes of Shareholders


                                                      For            Against      Abstain


1.    To consider and approve the offering of
      additional A Shares by the Company (the 
      'Offering') and each of the following items
      and conditions for the Offering one by one:


      (1)        Class of shares: RMB denominated     9,225,146,849    840,287      690,640
      ordinary shares (i.e. A Shares);


      (2)        Nominal value: RMB1.00 each;         9,224,252,389    654,855     1,770,532


      (3)        Total number of A Shares to be       9,224,292,889    630,255     1,754,632
      issued: Not more than 400 million A Shares (the
      'Additional A Shares');


      (4)        Target subscribers: Public investors 9,224,280,789    616,955     1,780,032
      having maintained shareholders' account for
      RMB-denominated ordinary shares at the Shanghai
      Stock Exchange and other investors as approved
      by the CSRC (unless otherwise prohibited by
      applicable laws, regulations and policies);


      (5)        Offering structure: The Offering     9,224,278,189    518,955     1,880,632
      will be conducted via a combination of 
      'online' and 'offline' offerings (within
      the meaning of relevant PRC laws and
      regulations). Part of the Additional A Shares
      under the Offering (the size of which is to be
      determined by the Board as authorized by the
      shareholders and the lead underwriter for the
      Offering) will be made available to all
      registered holders of A Shares, whose names
      appear on the register of members of the
      Company at the close of a record date for
      ascertaining the entitlement of such holders of
      A Shares, on a pro rata basis in terms of the
      number of A Shares which are not subject to
      lock-up as stipulated by the PRC laws and
      regulations for their preferential
      subscription;


      (6)        Offer price: The offer price of the  9,224,239,789    756,555     1,681,432
      Additional A Shares will be determined by the
      agreement between the Board on behalf of the
      Company and the lead underwriter for the
      Offering but in any event shall not be less
      than the lower of (i) the average price of the
      existing shares of the Company for the 20
      trading days immediately prior to the
      publication of the offering document in respect
      of the Offering; and (ii) the average price of
      the existing shares of the Company for the
      trading day immediately prior to the
      publication of such offering document;


      (7)        Place of listing: Shanghai Stock     9,224,279,289    500,155     1,898,332
      Exchange;


      (8)        Upon the completion of the Offering, 9,224,254,889    524,555     1,898,332
      both existing and new shareholders of the
      Company will be entitled to the accumulative
      distributable profits of the Company;


      (9)        Validity period: the shareholders'   9,224,278,889    503,555     1,895,332
      approval of the Offering shall be valid for
      12 months from the date of passing this
      resolution.


2.    To consider and approve the projects for which  9,224,263,089    601,955     1,812,732
      the proceeds from the Offering ('Proceeds')
      will be utilized (the 'Projects') and each
      of the following items and conditions for the
      use of the Proceeds be and are hereby approved:


      (1)        the Projects are set out as follows:



      (a)        the acquisition of 15 Boeing 787
      aircraft;



      (b)        the acquisition of 24 Airbus 320
      series aircraft;



      (c)        the acquisition of 15 Boeing 737
      series aircraft;



      (d)        supplementing the working capital of
      the Company with no more than RMB1.5 billion
      out of the Proceeds;
      (2)        before the Proceeds is available,
      the Company is authorized to use internal funds
      or bank loans to finance the Projects according
      to the actual payment schedule of the Projects;
      when the Proceeds is available, the Company is
      authorised to apply the Proceeds to any payment
      due in relation to the Projects or to repay any
      outstanding bank loan in relation to the
      Projects that occurred before the completion of
      the Offering; if in addition to the Proceeds
      further financing is needed by the Project, the
      Company is authorized to explore other funding
      sources; and


      (3)        the Board is hereby authorized to
      determine and adjust with full authority the
      projects, the priority and the actual
      investment amounts and bank loan repayment
      amounts to which the Proceeds shall be applied
      subject to the scope of the Projects as
      approved above.


3.    To consider and approve to authorise the Board  9,224,272,989    600,355     1,804,432
      to determine matters relating to the Offering
      at its discretion and with full authority,
      including:


      (1)        the Board is authorised to determine
      all matters relating to the Offering, including
      but not limited to, the offering structure,
      offer size, offer price, pricing mechanism,
      scope of offerees, size of rights issue to
      existing shareholders, application method and
      timing of the Offering;


      (2)        the Board, the chairman of the Board
      ('Chairman') and the attorney of the
      Chairman are authorised to determine the
      intermediaries to be retained for the Offering,
      handle application and submission matters in
      relation to the Offering, produce, prepare,
      amend, improve and sign all documents in
      relation to the Offering and sign all
      contracts, agreements and documents in relation
      to the Offering;


      (3)        the Board, the Chairman and the
      attorney of the Chairman are authorised to
      handle capital verification formalities upon
      completion of the Offering;


      (4)        the Board, the Chairman and the
      attorney of the Chairman are authorised to
      apply to Shanghai Stock Exchange for the
      listing of the Additional A Shares under the
      Offering and deliver relevant documents;


      (5)        the Board, the Chairman and the
      attorney of the Chairman are authorised to
      handle the deposit and registration matters in
      relation to the Offering;


      (6)        the Board, the Chairman and the
      attorney of the Chairman are authorised to
      amend relevant provisions of the Articles of
      Association of the Company, handle relevant
      approval formalities and handle various
      registration formalities in relation to the
      change in the registered capital of the Company
      upon completion of the Offering;


      (7)        the Board is authorised, in the
      event of changes in the policies of the
      relevant securities regulatory authorities in
      respect of offering of additional shares or
      changes in market condition, to make
      corresponding adjustments to the matters in
      relation to the Offering such as the terms set
      out in the above resolutions, unless any matter
      is subject to further approval by shareholders'
      meeting of the Company as required by
      relevant laws, regulations and/or the Articles
      of Association of the Company;


      (8)        the Board be authorised to determine
      all other matters relating to the Offering;


      (9)        the above various authorisation
      shall be valid for one year from the date of
      passing this Special Resolution.


As more than two-thirds of the votes were cast in favour of the above resolutions, the
resolutions were duly passed as special resolutions.


                ORDINARY RESOLUTIONS                           Votes of Shareholders


                                                           For         Against      Abstain


4.    To consider and approve the 'Feasibility of  9,224,268,889    603,555     1,805,332
      Proposed Investment Projects for the Use of
      Proceeds from the Offering', which is set out
      in Appendix I to the shareholders circular
      dated 2 November 2007 in relation to the
      Offering (the 'Circular').


5.    To consider and approve the 'Report from the 9,224,261,089    500,855     1,915,832
      Board on Use of Proceeds from Previous Issue of
      Shares' which is set out in Appendix II to the
      Circular.


As more than 50% of the votes were cast in favour of the above resolutions, the resolutions
were duly passed as ordinary resolutions.







Tin Wha CPAs was the scruntineer for the vote-taking at the EGM.



                             By order of the Board

                               Air China Limited

                             Huang Bin  Li Man Kit

                           Joint Company Secretaries



Beijing, 17 December 2007



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, Chen
Nan Lok Philip, Ma Xulun, Cai Jianjiang, Fan Cheng, Hu Hung Lick, Henry*, Wu
Zhipan*, Zhang Ke* and Jia Kang*.



* Independent non-executive Director of the Company


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

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