Resolutions Passed at AGM

Air China Ld
13 June 2006



                                                                  
   (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 Annual General   
               Meeting and Appointment of Director                

 
* The Board of the Company is pleased to announce the
results of the resolutions passed at the AGM of the Company held  
on 12 June 2006.                                                  
                                                                  
* The Shareholders have approved the appointment of  
Mr. Christopher Dale Pratt as a non-executive director of the     
Company.                                                          

 
At the annual general meeting of Air China Limited (the 'Company')
for the year ended 31 December 2005 held on 12 June 2006 (the 
'AGM' ), the chairman of the AGM demanded that voting be made by 
poll on all the proposed resolutions. The total number of shares  
of the Company entitling the holder to attend and vote for or     
against the proposed resolutions at the AGM was 9,433,210,909. The
total number of shares of the Company present at the AGM was      
7,828,929,688 including shares represented by proxies. There were 
no restrictions on any shareholder's ability to cast his/her     
votes on any of the following resolutions at the AGM. All         
resolutions were approved by shareholders and the voting details  
are as follows:                                                   

 
ORDINARY RESOLUTIONS                             Votes of Shareholders  
                                                    For        Against  
1.  To consider and approve the report of the  7,797,796,801   14,000   
    Board of Directors of the Company for the                           
    year 2005.                                   (99.60%)               
2.  To consider and approve the report of the  7,797,796,801   14,000   
    Supervisory Committee of the Company for                            
    the year 2005.                               (99.60%)               
3.  To consider and approve the audited        7,803,576,801   14,000   
    consolidated financial statements of the                            
    Company for the year 2005.                   (99.68%)               
4.  To consider and approve the profit         7,828,912,575   14,000   
    distribution proposal for the year 2005 as                          
    recommended by the Board of Directors of     (99.99%)               
    the Company.                                                        
5.  To elect Mr. Christopher Dale Pratt as a   7,802,061,688 26,868,000 
    non-executive director of the Company.       (99.66%)                                      
6.  To consider and approve the reappointment  7,824,544,388  4,585,300 
    of Ernst & Young as the Company's                                  
    international auditors and Ernst & Young     (99.94%)               
    Hua Ming CPAs Limited Company as the                                
    Company's domestic auditors for the year                           
    ending 31 December 2006 and to authorise                            
    the Board of Directors of the Company to                            
    fix their remuneration thereof.                                     

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

SPECIAL RESOLUTIONS                              Votes of Shareholders  
                                                    For        Against  
7A. To authorise the Board of Directors of the 7,536,825,613 289,765,188
    Company to exercise the powers to allot,                            
    issue and deal with additional shares of     (96.27%)               
    the Company and to make or grant offers,                            
    agreements and option which might require                           
    the exercise of such powers in connection                           
    with not exceeding 20% of each of the                               
    existing Domestic Shares and H Share in                             
    issue at the date of passing this                                   
    resolution.                                                         
7B. To authorise the Board of Directors of the 7,536,825,613 289,765,188
    Company to increase the registered capital                          
    and amend the Articles of Association of     (96.27%)               
    the Company to reflect such increase in                             
    the registered capital of the Company                               
    under above general mandate.                                        
7C. To approve the amendment of the Articles   7,828,912,575   14,000   
    of Association of the Company in respect                            
    of the business scope of the Company.        (99.99%)               

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

 
Tin Wha CPAs was the scruntineer for the vote-taking at the AGM.  
                                                                  
Payment of Final Dividend                                         
                                                                  
The Board wishes to inform shareholders that details of the       
payment of the final dividend are as follows:                     
                                                                  
The Company will pay a final dividend of RMB0.02383 per share     
(equivalent to HKD0.02306 per share) (inclusive of applicable tax)
for the year ended 31 December 2005. The payment shall be made to 
shareholders whose names appeared on the register of members of   
the Company on 12 June 2006.                                      
                                                                  
According to the Articles of Association of the Company, dividends
will be denominated and declared in Renminbi. Dividends on        
domestic shares will be paid in Renminbi and dividends on non-H   
foreign shares and H shares will be paid in Hong Kong dollars. The
relevant exchange rate will be the mean of the average rate of    
Renminbi to Hong Kong dollars as announced by the People's Bank  
of China for the week prior to the date of declaration of         
dividends by the AGM (RMB1.03324 equivalent to HKD1.00).          
                                                                  
The Company has appointed Bank of China (Hong Kong) Trustees      
Limited as the receiving agent in Hong Kong (the 'Receiving      
Agent' ) and will pay to such Receiving Agent the final dividend  
declared for payment to holders of H shares. The final dividend   
will be paid by the Receiving Agent on or about 30 June 2006.     
Relevant cheques will be dispatched on the same day to holders of 
H shares entitled to receive such dividend by ordinary post and at
their own risk.                                                   
                                                                  
Appointment of Non-executive Director                             
                                                                  
The Company is pleased to announce that Mr. Christopher Dale Pratt
had been elected by the AGM as a non-executive director of the    
Company effective as of 12 June 2006.                             
                                                                  
Mr. Christopher Dale Pratt, CBE, aged 50, has been Chairman and a 
Director of Cathay Pacific Airways Limited, a substantial         
shareholder of the Company, since February 2006. He is also       
Chairman of Swire Pacific Limited and John Swire & Sons (H.K.)    
Limited, and a Director of Swire Properties Limited. He joined    
John Swire & Sons Limited in 1978 and has worked with the group in
Hong Kong, Australia and Papua New Guinea. He served as Executive 
Director of Swire Pacific Limited's Trading and Industrial       
Division from 2000 to 2005. He has an honours degree in modern    
history from Oxford University.                                   
                                                                  
Mr. Christopher Dale Pratt has not held any directorship in any   
other listed companies or taken up a post in any affiliated       
companies of the Company in the past three years. Further, Mr.    
Christopher Dale Pratt does not have any relationship with any    
other director, senior management, substantial shareholder or     
controlling shareholder of the Company. Mr. Christopher Dale Pratt
does not have any equity interest in the Company within the       
meaning of Part XV of the Securities and Futures Ordinance (Cap.  
571 of the Laws of Hong Kong). There is no information to be      
disclosed on items from (h) to (v) in Rule 13.51(2) of the Listing
Rules. No other matter needs to be brought to the attention of the
Shareholders in respect of the Company and its directors and      
supervisors of the Company.                                       
                                                                  
Mr. Christopher Dale Pratt will not receive any compensation for  
his service as a director of the Company. The term of his office  
shall begin as of today and end on the expiry of the term of the  
current session of the Board.                                     
                                                                  
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* and Zhang Ke*.                      
                                                                  
*  Independent non-executive Director of the Company              
                                                                  
                      By order of the Board                       
                        Air China Limited                         
                    Zheng Baoan    Li Man Kit                     
                    Joint Company Secretaries                     
                                                                  
Beijing, 12 June 2006                                             




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