Notice of EGM

Air China Ld
03 July 2006

                               AIR CHINA LIMITED

(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, Air China 
Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC at
2:00 p.m. on 22 August 2006 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 circular of the Company
dated 3 July 2006 ('Circular'):

                              Ordinary Resolution:

1.         'THAT, the sale of all the Dragonair Shares by CNAC Limited to
Cathay in consideration 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 HKD13.50
per share, all as described in the Circular are hereby approved.'

                              Special Resolution:

2.          'THAT, conditional upon the approval of the same by the Domestic
Shareholders Class Meeting and 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 HKD4.07 billion, representing HKD3.45 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, is hereby
approved.'



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




Beijing, the PRC

3 July 2006









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

Notes:

1.          The proposed issuance of additional H Shares and the Company's
proposed plan in relation to the use of proceeds from the proposed issuance of
additional H Shares 

Shareholders are reminded to read carefully details of the 
proposed issuance of additional H Shares as well as the relevant content of the 
proposal made by the Company in relation to the use of proceeds from the 
proposed issuance of additional H Shares as contained in the Circular.

2.          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 24 July 2006 to 22 August 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 21
July 2006.

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.

3.          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 1 August 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,
the 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.

4.          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).

5.          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:

46th Floor
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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