Notice of AGM

Air China Ld
14 April 2005


                            AIR CHINA LIMITED

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

NOTICE IS HEREBY GIVEN that an annual general meeting of Air China Limited (the
'Company') for the year ended 31 December 2004 will be held at 2:00 p.m. on
Monday, 30 May 2005 at Sunshine Hall, Renaissance Beijing Hotel, 36 Xiaoyun
Road, Chaoyang District, Beijing, PRC for the following purposes:
     
1.   To consider and approve the report of the Board of Directors of the
     Company for the year 2004;

2.   To consider and approve the report of the Supervisory Committee of the
     Company for the year 2004;

3.   To consider and approve the audited consolidated financial statements
     of the Company for the year 2004;
     
4.   To consider and approve the profit distribution proposal for the year
     2004 as recommended by the Board of Directors of the Company;

5.   To consider and approve the budget of the Company for the year 2005;

6.   To elect Mr. David Muir Turnbull as a director of the Company;

7.   To consider and approve the reappointment of Ernst & Young as the Company's 
     international auditors and Ernst & Young Hua Ming CPAs Limited Company
     as the Company's domestic auditors for the year ending 31 December 2005 and 
     to authorise the Board of Directors of the Company to fix their 
     remuneration thereof;

8.   To consider and approve the 'Rules of Procedures for Shareholders' General 
     Meeting' of the Company; and

9.   To consider and approve the following resolutions as special resolutions:
     
     9A.  'THAT:
          
     (a)  subject to paragraph (c) below, the exercise by the Board of Directors
          of the Company during the Relevant Period (as hereafter defined) of 
          all the powers of the Company to allot, issue and deal with additional 
          shares of the Company ('Shares') and to make or grant offers, 
          agreements and options which might require the exercise of such powers 
          be and are hereby generally and unconditionally approved;
          
     (b)  the approval in paragraph (a) above shall authorise the Board of 
          Directors of the Company during the Relevant Period to make or grant 
          offers, agreements and options which might require the exercise of 
          such powers after the end of the Relevant Period;
          
     (c)  the amount of additional Domestic Shares and overseas-listed foreign
          invested Shares ('H Shares') (as the case may be) allotted, issued and 
          dealt with or agreed conditionally or unconditionally to be allotted, 
          issued and dealt with either separately or concurrently by the Board 
          of Directors of the Company pursuant to the approval in paragraph (a) 
          above, otherwise than pursuant to (i) a Rights Issue (as hereafter 
          defined) or (ii) any scrip dividend or similar arrangement providing 
          for the allotment of shares in lieu of the whole or part of a dividend 
          on Shares in accordance with the Articles of Association of the
          Company, shall not exceed 20% of each of the Company's existing 
          Domestic Shares and H Shares (as the case may be) in issue at the date 
          of passing this special resolution; and
          
     (d)  for the purpose of special resolution 9A:

          'Relevant Period' means the period from the passing of special 
          resolution 9A until the earlier of:
               
          (i)  the conclusion of the next annual general meeting of the Company;
               
          (ii) the expiration of the 12 months period following the passing of
               special resolution 9A; and
               
          (iii)the revocation or variation of the authority given to the Board 
               of Directors of the Company under this special resolution by a 
               special resolution of the Company's shareholders in general 
               meetings.

          'Rights Issue' means an offer of shares open for a period fixed by the 
          Board of Directors of the Company to holders of Shares on the register 
          of members on a fixed record date in proportion of their then holdings 
          of such Shares (subject to such exclusion or other arrangements as the 
          Board of Directors of the Company may deem necessary or expedient in 
          relation to fractional entitlements or having regard to any legal or 
          practical restrictions or obligations under the laws of, or the 
          requirement of, any recognised regulatory body or any stock exchange 
          in any territory applicable to the Company) and an offer, allotment or 
          issue of shares by way of rights shall be construed accordingly.'
     
9B.  'THAT the Board of Directors of the Company be and is hereby authorised
     to increase the registered capital of the Company to reflect the issue of 
     shares authorised under special resolution 9A, and to make such appropriate 
     and necessary amendments to the Articles of Association of the Company as 
     they think fit to reflect such increases in the registered capital of the 
     Company and to take any other action and complete any formality required to 
     effect such increase of the registered capital of the Company.'
     
9C.  'THAT the following amendments to the existing Articles of Association
     of the Company be and are hereby approved, and the Board of Directors is 
     hereby authorised to amend appropriately the wordings of the following 
     amendments and to deal with any other relevant matters as required by any 
     PRC authorities and the listing rules of any stock exchanges on which the 
     securities of the Company are listed:
          
     (a)  Paragraph 1 of Article 5 of the Articles of Association shall be 
          replaced by the following provision:

          'The Company is a foreign invested company limited by shares with 
          perpetual existence.'
          
     (b)  Article 19 of the Articles of Association shall be replaced by the
          following provision:

          'Subject to the approval by the companies approval department 
          authorized by the State Council, the Company may issue a total of 
          9,433,210,909 ordinary shares, of which 6,500,000,000 shares were 
          issued to the promoters of the Company at the time when the Company 
          was established.'
          
     (c)  Article 20 of the Articles of Association shall be replaced by the
          following provision:

          'The Company shall issue additional 2,933,210,909 ordinary shares 
          after its incorporation, and the promoters of the Company shall sell 
          293,321,091 ordinary shares, all of which are overseas-listed Foreign 
          Shares (H Shares).

          The share capital structure of the Company after the issue and sale 
          referred to in the previous paragraph shall be as follows: the Company 
          has a total of 9,433,210,909 ordinary shares in issue, of which China 
          National Aviation Holding Company holds 4,826,195,989 Domestic Shares, 
          representing approximately 51.16% of the Company's total share 
          capital; China National Aviation Corporation (Group) Limited holds 
          1,380,482,920 Foreign Shares, representing approximately 14.64% of the 
          Company's total share capital; holders of overseas-listed Foreign
          Shares (H Shares) hold 3,226,532,000 shares, representing 
          approximately 34.20% of the Company's total share capital.'
          
     (d)  Article 23 of the Articles of Association shall be replaced by the
          following provision:

          'The registered capital of the Company is RMB9,433,210,909.00.'
               
9D.  'THAT
          
     (a)  the proposal for the Company's issuance of corporate bonds ('Air China
          Bonds') be and is hereby approved. The key terms of the Air China 
          Bonds are to be as follows:
               
          (i)  Title of the bonds:                        2005 Air China Limited 
                                                                 Corporate Bonds
               
          (ii) Issuer:                                         Air China Limited

          (iii)Total amount:                                    RMB3,000,000,000

          (iv) Maturity:              Medium to long term (of at least one year)

          (v)  Issue price:              According to the par value of the bonds

          (vi) Coupon rate:  To be decided according to the market conditions at 
                                     issuance and subject to the approval by the 
                                      bonds issuance administrative authority of 
                                                                         the PRC

          (vii)Registration:         The bonds will be registered under the name 
                                          of the subscriber and China Government
                                Securities Depository Trust & Clearing Co., Ltd. 
                                will act as the general depository of the bonds.

          (viii)Interests and      The interests will be paid annually. The last 
                principal                       interest instalment will be paid 
                repayment:                          together with the principal.                                        
                        
          (ix) Subscribers:           Citizens and entities of the PRC (save for 
                                         those who are prohibited by PRC laws or
                                                   regulations from purchasing).

          (x)  Reason for issuance:        The issuance of the bonds can broaden 
                                       financing channels, reduce finance costs, 
                                                     and improve debt structure.

          (xi) Use of proceeds:               Financing acquisition of aircrafts

     The actual terms for the issuance of Air China Bonds will be in accordance 
     with the Issuance Prospectus to be finally approved by the bonds issuance
     administrative authority of the PRC.
          
     (b)  in respect of special resolution 9D, the Company be and is hereby
          authorised to issue the Air China Bonds to citizens and entities of 
          the PRC, save for those who are prohibited by PRC laws or regulations 
          from purchasing, subject to the final approval of the issue of the Air 
          China Bonds by the bonds issuance administrative authority of the PRC; 
          and
          
     (c)  the Board of Directors of the Company be and is hereby authorised to
          deal with all matters in connection with the issuance of Air China 
          Bonds, including but not limited to:
               
          (i)  exercising all the powers of the Company to determine the timing 
               and the terms of the issuance of Air China Bonds;
               
          (ii) formulating the Issuance Prospectus for Air China Bonds;
               
          (iii)signing material contracts in connection with the use of proceeds 
               from the issuance of Air China Bonds; and
               
          (iv) dealing with all other matters in connection with the issuance of 
               Air China Bonds.'

9E.  'THAT the conversion of the Company from a joint stock limited company
     into a foreign invested company limited by shares be and is hereby approved 
     and the Board of Directors of the Company be and is hereby authorised to 
     deal with or to appoint other person to deal with relevant application 
     procedures.'

And to consider and approve other matters, if any.

By order of the Board
Air China Limited
Li Jiaxiang
Chairman

Beijing, PRC, 14 April 2005

As at the date of this Notice, the Directors of the Company are Messrs Li
Jiaxiang, Kong Dong, Wang Shixiang, Yao Weiting, Ma Xulun, Cai Jianjiang, Fan
Cheng, Hu Hung Lick, Henry, Wu Zhipan and Zhang Ke.

Notes:
     
1.   Profile of the proposed director

     Set out below are brief particulars of the proposed director to be elected 
     by the shareholders of the Company:

     Mr. David Muir Turnbull, aged 50, is chairman of Swire Pacific Limited, 
     Cathay Pacific Airways Limited, Hong Kong Aircraft Engineering Company 
     Limited and John Swire & Sons (H.K.) Limited. He is a non-executive 
     director of The Hongkong and Shanghai Banking Corporation Limited. He 
     joined the Swire group in 1976 and has worked with the group in Australia, 
     Dubai, Malaysia, Indonesia, the Philippines, and Hong Kong. He has an 
     honours degree in economics.
     
2.   Eligibility to attend the annual general meeting

     The register of members of the Company will be closed from 30 April 2005 to 
     30 May 2005 (both dates inclusive), during which no transfer of Shares of 
     the Company will be effected at the register. Shareholders of the Company 
     whose names appear in the register of members of the Company at the close 
     of business on 29 April 2005 may attend the annual general meeting after 
     completing the registration procedures.

     In order to attend the annual general meeting, holders of the Company's H 
     Shares shall lodge all transfers documents together with the relevant share
     certificates to Computershare Hong Kong Investor Services Limited, the 
     Company's H Share registrar, not later than 4:00 p.m. on 29 April 2005.
     
3.   Registration procedures for the annual general meeting

     Shareholders who intend to attend the annual general meeting have to 
     deliver the notice of attendance together with any necessary registration 
     documents to the Secretariat of the Board of the Company in person or by 
     post or fax on or before 10 May 2005.
     
4.   Proxy
               
     i.   Any shareholder of the Company entitled to attend and vote at the
          annual general meeting is entitled to appoint one or more proxies to 
          attend and vote at the meeting on his behalf. A proxy need not be a 
          shareholder of the Company.
          
     ii.  The instrument appointing a proxy must be in writing under the hand
          of the appointer or his attorney duly authorised in writing, or if the 
          appointer is a legal person, either under seal or under the hand of a      
          director or a duly authorised attorney. If that instrument is signed 
          by an attorney of the appointer, the power of attorney authorising 
          that attorney to sign or other document of authorisation must be 
          notarised. To be valid, for holders of Domestic Shares and non-H 
          Foreign Shares, the form of proxy together with the notarised power of 
          attorney or other document of authorisation (if any) must be delivered 
          to the Secretariat of the Board of the Company not less than 24 hours
          before the time appointed for the holding of the annual general 
          meeting. For holders of H Shares, the above documents must be 
          delivered to Computershare Hong Kong Investor Services Limited within 
          the same period. Return of a form of proxy will not preclude a 
          shareholder of the Company from attending in person and voting at the 
          annual general meeting if he so wishes.
          
     iii. If more than one proxy is appointed, such proxies shall only be
          entitled to vote by poll.
               
     iv.  Shareholders or their proxies are required to produce their 
          identification documents when attending the annual general meeting.
     
5.   Miscellaneous
          
     i.   It is expected that the annual general meeting will last for not more
          than half a day. All attending shareholders shall arrange for their
          transportation and accommodation and shall bear all their own expenses 
          in connection with their attendance.
               
     ii.  A copy of the 'Rules of Procedures for Shareholders' General Meeting'
          will be dispatched to shareholders of the Company together with the           
          annual report for the year ended 31 December 2004 as soon as 
          practicable.
          
     iii. The address of the Secretariat of the Board of the Company:

          Secretariat of the Board
          Air China Limited
          South Terminal
          Beijing Capital International Airport
          Chaoyang District, Beijing, 100621
          PRC

          Tel: [phone]
          Fax: [phone]

          Contact Person: Mr. Zhou Wu
     
     iv.  The address of the Company's H Share registrar:

          Computershare Hong Kong Investor Services Limited
          Room 1712-1716
          17th Floor
          Hopewell Centre
          183 Queen's Road East
          Wanchai
          Hong Kong


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