28th Apr 2006 07:00
Air China Ld28 April 2006 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ACTION If you are in any doubt as to any aspect of this circular, you should consult astockbroker or other registered dealer in securities, bank manager, solicitor,professional accountant or other professional adviser. If you have sold or transferred all your shares of Air China Limited, you shouldat once hand this circular to the purchaser or transferee or to the bank,stockbroker or other agent through whom the sale was effected for transmissionto the purchaser or the transferee. The Stock Exchange of Hong Kong Limited takes no responsibility for the contentsof this circular, makes no representation as to its accuracy or completeness andexpressly disclaims any liability whatsoever for any loss however arising fromor in reliance upon the whole or any part of the contents of this circular. AIR CHINA LIMITED (a joint stock limited company incorporated in the People's Republic of Chinawith limited liability) (Stock Code: 753) (1) PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION (2) PROPOSED APPOINTMENT OF NEW NON-EXECUTIVE DIRECTOR (3) GENERAL MANDATE TO ISSUE SHARES AND NOTICE OF ANNUAL GENERAL MEETING A notice convening an annual general meeting of the Company's 'AGM'to be held at 2:30 p.m. on Monday, 12 June 2006 at The Conference Room, 29/F,Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC is set outon pages 6 to 10 of this circular. The notice of attendance and form of proxyare enclosed herein. Whether or not you are able to attend the AGM, pleasecomplete and return the enclosed form of proxy in accordance with theinstructions printed thereon as soon as practicable and in any event not lessthan 24 hours before the time appointed for holding the AGM. If you intend toattend the AGM, you are required to complete and return the notice of attendancetogether with any necessary registration documents to the Secretariat of theBoard of the Company in person or by post or fax on or before 23 May 2006. Completion and return of the form of proxy will not preclude you from attendingand voting at the meeting or at any adjourned meeting should you so wish. 28 April 2006 CONTENTS Page Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board 1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . 2 2. Proposed amendment to the Articles of Association . . . . . .3 3. Reasons for the proposed amendment . . . . . . . . . . . . .3 4. Appointment of new non-executive director . . . . . . . . . .3 5. General mandate to issue shares . . . . . . . . . . . . . . .4 6. Recommendation . . . . . . . . . . . . . . . . . . . . . 4 7. AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4 8. Procedures for demanding on poll . . . . . . . . . . . . . . 5 9. General information . . . . . . . . . . . . . . . . . . . . .5 Notice of Annual General Meeting . . . . . . . . . . . . . . . . . .6 1 DEFINITIONS In this circular, the following expressions have the following meanings, unlessthe context requires otherwise: 'AGM' The 2005 annual general meeting of the Company to be held at at 2:30 p.m. on Monday, 12 June 2006 at The Conference Room, 29/F, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC for the shareholders of the Company to consider and approve the resolutions set out in the notice of the annual general meeting; 'Articles of Association' the Articles of Association of the Company; 'Board' the board of directors of the Company; 'the Company' Air China Limited, a company incorporated under the laws of the People's Republic of China with primary listing on The Stock Exchange of Hong Kong Limited with stock code 753 and secondary listing on the Official List of the UK Listing Authority; 'CSRC' China Securities Regulatory Commission of the PRC; 'Director' the director(s) of the Company; 'Listing Rules' The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited; 'PRC' The People's Republic of China excluding, for the purpose of this circular only, Hong Kong, Macau and Taiwan; 'Shareholders' the holders of shares of the Company; and 'Stock Exchange' The Stock Exchange of Hong Kong Limited. 1 LETTER FROM THE BOARD AIR CHINA LIMITED(a joint stock limited company incorporated in the People's Republic of Chinawith limited liability) (Stock Code: 753) Directors: Non-executive Directors:Li Jiaxiang (Chairman)Kong Dong (Vice Chairman) Wang Shixiang (Vice Chairman) Yao Weiting Executive Directors:Ma Xulun Cai Jianjiang Fan Cheng Independent Non-Executive Directors:Hu Hung Lick, HenryWu Zhi PanZhang Ke Registered address:9/F, Blue Sky Mansion28 Tianzhu RoadZone ATian zhu Airport Industrial ZoneShunyi DistrictBeijingChina Principal place of business in Hong Kong:5th Floor, CNAC House12 Tung Fai RoadHong Kong International AirportHong Kong 28 April 2006 To the Shareholders Dear Sir or Madam, (1) PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION (2) PROPOSED APPOINTMENT OF NEW NON-EXECUTIVE DIRECTOR (3) GENERAL MANDATE TO ISSUE SHARES AND NOTICE OF ANNUAL GENERAL MEETING 1. INTRODUCTION It is proposed that at the AGM of the Company to be held on 12 June 2006, thenotice of which is set out on pages 6 to 10 of this document, resolutions willbe proposed to, amongst other, amend the Articles of Association, appoint a newnon-executive director and grant the Directors a general mandate to issueshares. 2 LETTER FROM THE BOARD The purpose of this document is to set out such information in relation to theproposed amendments to Articles of Association, appointment of new non-executivedirector and the proposed general mandate and to convene the AGM, the details ofwhich are set out below. 2. PROPOSED AMENDMENT OF ARTICLES OF ASSOCIATION The proposed amendment of the Articles of Association is as follows: The existing Article 12 of 'The primary scope of business of the Companycovers: international and domestic scheduled and non-scheduled passenger, cargo,mail and luggage air transportation; domestic and international public servicesflights, aircraft management, aircraft maintenance, agency services forairlines, ground services associated with core businesses and air courierservices and provision of duty-free commodities onboard.' are replaced by the following: 'The primary scope of business of the Company covers: international anddomestic scheduled and non-scheduled passenger, cargo, mail and luggage airtransportation; domestic and international public services flights, aircraftmanagement, aircraft maintenance, agency services for airlines, ground servicesassociated with core businesses and air courier services, provision of duty-freecommodities onboard, and onboard sales of commodities (subject to approval bythe State Administration for Industry and Commerce).' This special resolution is subject to approval by the relevant PRC regulatoryauthorities. 3. REASONS FOR THE PROPOSED AMENDMENT The amendment of Articles of Association is intended to expand the businessscope of the Company so as to meet the needs of the development of the Company'sbusiness. 4. APPOINTMENT OF NEW NON-EXECUTIVE DIRECTOR At the board meeting held on 18 April 2006, the Board resolved to propose thatMr. Christopher Dale Pratt be appointed as a non-executive Director. An ordinaryresolution to consider and approve the appointment of Mr. Christopher Dale Prattwill be proposed at the AGM. Mr. Christopher Dale Pratt, CBE, aged 49, has been Chairman and a Director ofCathay Pacific Airways Limited since February 2006. He is also Chairman of SwirePacific Limited and John Swire & Sons (H.K.) Limited, and a Director of SwireProperties Limited. He joined John Swire & Sons Limited in 1978 and has workedwith the group in Hong Kong, Australia and Papua New Guinea. He served asExecutive Director of Swire Pacific Limited's Trading and Industrial Divisionfrom 2000 to 2005. He has an honours degree in modern history from OxfordUniversity. 3 LETTER FROM THE BOARD Mr. Christopher Dale Pratt has not held any directorship in any other listedcompanies or taken up a post in any affiliated companies of the Company in thepast three years. Further, Mr. Christopher Dale Pratt does not have anyrelationship with any other director, senior management, substantial shareholderor controlling shareholder of the Company. Mr. Christopher Dale Pratt does nothave any equity interest in the Company within the meaning of Part XV of theSecurities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong). There isno information to be disclosed on items from (h) to (v) in Rule 13.51(2) of theListing Rules. No other matter needs to be brought to the attention of theShareholders in respect of the Company and its directors and supervisors of theCompany. Mr. Christopher Dale Pratt will not receive any compensation for his service asa director of the Company. The term of his office shall commence upon theapproval by the AGM of the appointment and shall end on the expiry of the termof the current session of the Board. 5. GENERAL MANDATE TO ISSUE SHARES In order to ensure flexibility and to give discretion to the Directors in theevent that it becomes desirable to issue any shares, a special resolution willbe proposed at the AGM to give an unconditional general mandate to the Directorsthat during the Relevant Period, to separately or concurrently, allot, issue,and deal with additional domestic shares and overseas listed foreign shares ofthe Company and to make or grant offers, agreements or options in respectthereof, with an aggregate nominal value of not exceeding 20% of the aggregatenominal amount of each of the existing domestic shares and overseas listedforeign shares of the Company in issue as at the date of the relevant resolutionto be proposed and passed at the AGM (the 'General Mandate'). TheGeneral Mandate will lapse at the conclusion of the next AGM unless renewed. The Company shall obtain the approval of the CSRC and other relevant authoritiesfor any issue of new shares under the General Mandate. 6. RECOMMENDATION The Directors consider that the above proposed amendments to the Articles ofAssociation and the proposed General Mandate are fair and reasonable so far asthe Shareholders are concerned and accordingly recommend the Shareholders toconsider the above proposed amendments and to vote in favour of the relevantresolutions which will be proposed at the AGM. 7. AGM You will find on pages 6 to 10 of this circular a notice of the AGM to be heldat at 2:30 p.m. on Monday, 12 June 2006 at The Conference Room, 29/F, Air ChinaBuilding, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC. A form of proxy foruse in connection with the AGM is despatched together this circular. Whether ornot you are able to attend the AGM, please complete and return the enclosed formof proxy in accordance with the instructions printed thereon as soon aspracticable and 4 LETTER FROM THE BOARD in any event not less than 24 hours before the time appointed for holding theAGM. Completion and return of the form of proxy will not preclude you fromattending and voting at the meeting should you so wish. 8. PROCEDURES FOR DEMANDING A POLL Pursuant to Article 72 of the existing Articles of Association, at any generalmeeting, a resolution put to the vote of the meeting shall be decided on a showof hands unless a poll is (before or after any vote by the show of hands) demanded: (i) by the chairman of the meeting; (ii) by at least two shareholders present in person or by proxy for the timebeing entitled to vote at the meeting; or (iii) by any shareholder or shareholders (including proxy) holdingindividually or holding in aggregate of 10% or more of the shares carrying theright to vote at the meeting. 9. GENERAL INFORMATION According to the Articles of Association of the Company, the Company will closeits share register from Saturday, 13 May 2006 to Monday, 12 June 2006(inclusive). Shareholders of the Company whose names appear in the register of members of theCompany at the close of business on 12 May 2006 may attend the AGM aftercompleting the registration procedures. In order to qualify for attendance atthe AGM, instruments of transfer accompanied by share certificates and otherappropriate documents must be lodged with the Company's H share registrar,Computershare Hong Kong Investor Services Limited, by 4:00 p.m. on 12 May 2006. Shareholders who intend to attend the AGM have to deliver the notice ofattendance together with any necessary registration documents to the Secretariatof the Board of the Company in person or by post or fax on or before 23 May2006. The relevant information relating to the amendments to the Articles ofAssociation are available for consideration by the holders of domestic shares ofthe Company at the designated website for information disclosure by the Company(http://www.airchina.com.cn). By Order of the Board Li Jiaxiang Chairman Beijing, PRC 5 NOTICE OF ANNUAL GENERAL MEETING AIR CHINA LIMITED(a joint stock limited company incorporated in the People's Republic of Chinawith limited liability) (Stock Code: 753) NOTICE IS HEREBY GIVEN that an annual general meeting of Air China Limited (the'Company') for the year ended 31 December 2005 will be held at 2:30 p.m. onMonday, 12 June 2006 at The Conference Room, 29/F, Air China Building, 36Xiaoyun Road, Chaoyang District, Beijing, PRC for the following purposes: 1. To consider and approve the report of the Board of Directors of theCompany for the year 2005; 2. To consider and approve the report of the Supervisory Committee of theCompany for the year 2005; 3. To consider and approve the audited consolidated financial statements ofthe Company for the year 2005; 4. To consider and approve the profit distribution proposal for the year2005 as recommended by the Board of Directors of the Company; 5. To elect Mr. Christopher Dale Pratt as a non-executive director of theCompany; 6. To consider and approve the reappointment of Ernst & Young as the Company'sinternational auditors and Ernst & Young Hua Ming CPAs Limited Company asthe Company's domestic auditors for the year ending 31 December 2006 and toauthorise the Board of Directors of the Company to fix their remunerationthereof; 7. To consider and approve the following resolutions as special resolutions: 7A. 'THAT: (a) subject to paragraph (c) below, the exercise by the Board of Directors ofthe Company during the Relevant Period (as hereafter defined) of all the powersof the Company to allot, issue and deal with additional shares of the Company ('Shares') and to make or grant offers, agreements and options which mightrequire the exercise of such powers be and are hereby generally andunconditionally approved; 6 NOTICE OF ANNUAL GENERAL MEETING (b) the approval in paragraph (a) above shall authorise the Board ofDirectors of the Company during the Relevant Period to make or grant offers,agreements and options which might require the exercise of such powers after theend of the Relevant Period; (c) the amount of additional Domestic Shares and overseas-listed foreigninvested Shares ('H Shares') (as the case may be) allotted, issued and dealtwith or agreed conditionally or unconditionally to be allotted, issued and dealtwith either separately or concurrently by the Board of Directors of the Companypursuant to the approval in paragraph (a) above, otherwise than pursuant to (i)a Rights Issue (as hereafter defined) or (ii) any scrip dividend or similararrangement providing for the allotment of shares in lieu of the whole or partof a dividend on Shares in accordance with the Articles of Association of theCompany, shall not exceed 20% of each of the Company's existing DomesticShares and H Shares (as the case may be) in issue at the date of passing thisspecial resolution; and (d) for the purpose of special resolution 7A: 'Relevant Period' means the period from the passing of special resolution7A 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 specialresolution 7A; and (iii) the revocation or variation of the authority given to the Board ofDirectors of the Company under this special resolution by a special resolutionof the Company's shareholders in general meetings. 'Rights Issue' means an offer of shares open for a period fixed by the Boardof Directors of the Company to holders of Shares on the register of members on afixed record date in proportion of their then holdings of such Shares (subjectto such exclusion or other arrangements as the Board of Directors of the Companymay deem necessary or expedient in relation to fractional entitlements or havingregard to any legal or practical restrictions or obligations under the laws of,or the requirement of, any recognised regulatory body or any stock exchange inany territory applicable to the Company) and an offer, allotment or issue ofshares by way of rights shall be construed accordingly.' 7 NOTICE OF ANNUAL GENERAL MEETING 7B. 'THAT the Board of Directors of the Company be and is hereby authorisedto increase the registered capital of the Company to reflect the issue of sharesauthorised under special resolution 7A, and to make such appropriate andnecessary amendments to the Articles of Association of the Company as they thinkfit to reflect such increases in the registered capital of the Company and totake any other action and complete any formality required to effect suchincrease of the registered capital of the Company.' 7C. 'THAT amendments to the articles of association of the Company in respectof its business be and is hereby approved as follows: The existing Article 12 of 'The primary scope of business of the Companycovers: international and domestic scheduled and non-scheduled passenger, cargo,mail and luggage air transportation; domestic and international public servicesflights, aircraft management, aircraft maintenance, agency services forairlines, ground services associated with core businesses and air courierservices and provision of duty-free commodities onboard.' are replaced by the following: 'The primary scope of business of the Company covers: international anddomestic scheduled and non-scheduled passenger, cargo, mail and luggage airtransportation; domestic and international public services flights, aircraftmanagement, aircraft maintenance, agency services for airlines, ground servicesassociated with core businesses and air courier services, provision of duty-freecommodities onboard, and onboard sales of commodities (subject to approval bythe State Administration for Industry and Commerce).' This special resolution 7C is subject to approval by the relevant authorities ofthe State.' By order of the Board Air China Limited Li Jiaxiang Chairman Beijing, PRC, 28 April 2006 As at the date of this Notice, the Directors of the Company are Messrs LiJiaxiang, Kong Dong, Wang Shixiang, Yao Weiting, Ma Xulun, Cai Jianjiang, FanCheng, Hu Hung Lick, Henry, Wu Zhipan and Zhang Ke. 8 NOTICE OF ANNUAL GENERAL MEETING Notes: 1. Brief information and eligibility of the candidate of non-executivedirector Mr. Christopher Dale Pratt, CBE, aged 49, has been Chairman and a Director ofCathay Pacific Airways Limited since February 2006. He is also Chairman of SwirePacific Limited and John Swire & Sons (H.K.) Limited, and a Director of SwireProperties Limited. He joined John Swire & Sons Limited in 1978 and has workedwith the group in Hong Kong, Australia and Papua New Guinea. He served asExecutive Director of Swire Pacific Limited's Trading and Industrial Divisionfrom 2000 to 2005. He has an honours degree in modern history from OxfordUniversity. Mr. Christopher Dale Pratt has not held any directorship in any other listedcompanies or taken up a post in any affiliated companies of the Company in thepast three years. Further, Mr. Christopher Dale Pratt does not have anyrelationship with any other director, senior management, substantial shareholderor controlling shareholder of the Company. Mr. Christopher Dale Pratt does nothave any equity interest in the Company within the meaning of Part XV of theSecurities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong). There isno information to be disclosed on items from (h) to (v) in Rule 13.51(2) of theListing Rules. No other matter needs to be brought to the attention of theShareholders in respect of the Company and its directors and supervisors of theCompany. Mr. Christopher Dale Pratt will not receive any compensation for his service asa director of the Company. The term of his office shall commence upon theapproval by the AGM of the appointment and shall end on the expiry of the termof the current session of the Board. 2. Closure of register of members Holders of H Shares of the Company are advised that the register of members ofthe Company will close from 13 May 2006 to 12 June 2006 (both days inclusive),during which time no transfer of H Shares of the Company will be effected andregistered. Shareholders of the Company whose names appear in the register ofmembers of the Company at the close of business on 12 May 2006 may attend theannual general meeting after completing the registration procedures. In order toqualify for attendance at the annual general meeting, instruments of transferaccompanied by share certificates and other appropriate documents must be lodgedwith the Company's H share registrar, Computershare Hong Kong Investor ServicesLimited, by 4:00 p.m. on 12 May 2006. The final dividends are expected to bepaid around 30 June 2006 after its approval by the annual general meeting. 3. Registration procedures for the annual general meeting Shareholders who intend to attend the annual general meeting have to deliver thenotice of attendance together with any necessary registration documents to theSecretariat of the Board of the Company in person or by post or fax on or before23 May 2006. 4. Proxy i. Any shareholder of the Company entitled to attend and vote at theannual general meeting is entitled to appoint one or more proxies to attend andvote at the meeting on his behalf. A proxy need not be a shareholder of theCompany. ii. The instrument appointing a proxy must be in writing under the hand ofthe appointer or his attorney duly authorised in writing, or if the appointer isa legal person, either under seal or under the hand of a director or a dulyauthorised attorney. If that instrument is signed by an attorney of theappointer, the power of attorney authorising that attorney to sign or otherdocument of authorisation must be notarised. To be valid, for holders ofDomestic Shares and non-H Foreign Shares, the form of proxy together with thenotarised power of attorney or other document of authorisation (if any) must bedelivered to the Secretariat of the Board of the Company not less than 24 hoursbefore the time appointed for the holding of the annual general meeting. Forholders of H Shares, the above documents must be delivered to Computershare HongKong Investor Services Limited at 46th Floor, Hopewell Centre, 183 Queen'sRoad East, Wanchai, Hong Kong within the same period. Return of a form of proxywill not preclude a shareholder of the Company from attending in person andvoting at the annual general meeting if he so wishes. iii. If more than one proxy is appointed, such proxies shall only beentitled to vote by poll. iv. Shareholders or their proxies are required to produce theiridentification documents when attending the annual general meeting. 9 NOTICE OF ANNUAL GENERAL MEETING 5. Miscellaneous i. It is expected that the annual general meeting will last for not morethan half a day. All attending shareholders shall arrange for theirtransportation and accommodation and shall bear all their own expenses inconnection with their attendance. ii. 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: 86-10-6458 0753 Fax: 86-10-6458 5095 Contact Person: Mr. Zhou Wu iii. 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 10 AIR CHINA LIMITED(a joint stock limited company incorporated in the People's Republic of Chinawith limited liability) (Stock Code: 753) FORM OF PROXY FOR ANNUAL GENERAL MEETING Number of shares to which this form of proxy relates (Note 1) I/We(Note 2) of ___being the registered holder(s) (Note 3) H Shares/non-H Foreign Shares/Domestic Shares (pleasedelete as appropriate) in the share capital of Air China Limited (the 'Company') HEREBY APPOINT (Note 4) the Chairman of the meeting and/or(Note 4) __----) ______________________________________ of _____________________________ as my/our proxy/proxies: (a) to act for me/us at the annual general meeting (or at any adjournmentthereof) of the Company to be held at 2:30 p.m. on Monday, 12 June 2006 at TheConference Room, 29/F, Air China Building, 36 Xiaoyun Road, Chaoyang District,Beijing, PRC ('the Meeting') for the purpose of considering and, if thoughtfit, passing the resolutions ('the Resolutions') as set out in the noticeconvening the Meeting; and (b) at the Meeting (or at any adjournment thereof) tovote for me/us and in my/our name(s) in respect of the Resolutions as hereunderindicated or, if no such indication is given, as my/our voting proxy thinks fit. ORDINARY RESOLUTIONS FOR (Note 6) AGAINST (Note 6) 1. To consider and approve the report of the Board of Directors of the Company for the year 2005. 2. To consider and approve the report of the Supervisory Committee of the Company for the year 2005. 3. To consider and approve the audited consolidated financial statements of the Company for the year 2005. 4. To consider and approve the profit distribution proposal for the year 2005 as recommended by the Board of Directors of the Company. 5. To elect Mr. Christopher Dale Pratt as a non-executive director of the Company. 6. 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 2006 and to authorise the Board of Directors of the Company to fix their remuneration thereof. SPECIAL RESOLUTIONS FOR (Note 6) AGAINST (Note 6) 7A. To authorise the Board of Directors of the Company to exercise thepowers to allot, issue and deal with additional shares of the Company and tomake or grant offers, agreements and option which might require the exercise ofsuch powers in connection with not exceeding 20% of each of the existingDomestic Shares and H Share in issue at the date of passing this resolution. 7B. To authorise the Board of Directors of the Company to increase theregistered capital and amend the Articles of Association of the Company toreflect such increase in the registered capital of the Company under abovegeneral mandate. 7C. To approve the amendment of the Articles of Association of theCompany in respect of the business scope of the Company. Dated this day of , 2006 Signature (Note 7) Notes: 1. Please insert the number of shares registered in your name(s) towhich this proxy form relates. If no number is inserted, this form of proxy willbe deemed to relate to all shares registered in your name(s). 2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. 3. Please insert the total number of shares registered in your name(s). 4. A member entitled to attend and vote at the Meeting is entitledto appoint one or more proxies of his own choice to attend and vote instead ofhim. A proxy need not be a member of the Company. If any proxy other than theChairman of the Meeting is preferred, please strike out the words 'theChairman of the meeting and/or' and insert the name(s) and address(es) of theproxy/proxies desired in the space provided. In the event that two or morepersons (other than the Chairman of the Meeting) are named as proxies and thewords 'the Chairman of the meeting...and/or' are not deleted, those words andreferences shall be deemed to have been deleted. 5. If you appoint more than one proxy, the voting rights may only beexercised by way of poll. 6. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION TICK IN THE BOXMARKED 'FOR.' IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK IN THE BOXMARKED 'AGAINST'. Failure to complete the boxes will entitle your votingproxy to cast his vote at his discretion. On a show of hands, a member isentitled to one vote. On a poll, a member is entitled to one vote for everyfully-paid share held and a member entitled to more than one vote need not useall his votes in the same way. A tick in the relevant box indicates that thevotes attached to all the shares stated above as held by you will be castaccordingly. The total number of shares referred to in the two boxes for thesame resolution cannot exceed the number of Shares stated above as held by you.Where numbers are referred to in both boxes for the same resolution, the votingproxy will vote on a show of hands according to the box with the larger numberor, in case of an equal number in both boxes, the voting proxy will cast hisvote at his discretion. 7. This form of proxy must be signed by you or your attorney dulyauthorised in writing, or in the case of a corporation, must be either underseal or under the hand of a director or attorney duly authorised. If this formof proxy is signed by your attorney, the power of attorney or other document ofauthorisation must be notarised. 8. In order to be valid, this form of proxy, together with thenotarised copy of the power of attorney or other document of authorisation (ifany) under which it is signed, for holders of H Shares, must be delivered to theCompany's H Share registrar, Computershare Hong Kong Investor ServicesLimited, 46th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, HongKong, not less than 24 hours prior to the time appointed for holding the Meeting(or any adjournment thereof). For holders of Domestic Shares and non-H ForeignShares, the above documents must be delivered to the Secretariat of the Board ofDirectors of the Company within the same period. 9. Completion and delivery of a form of proxy will not preclude youfrom attending and/or voting at the Meeting (or any adjournment thereof) if youso wish. 10. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BYTHE PERSON(S) WHO SIGN(S) IT. 11. To attend and represent the shareholder(s) at the Meeting, theproxy so appointed must produce beforehand his identification document and anypower of attorney duly signed by his appointor(s) or the legal representative(s)of his appointor(s). The power of attorney must state the date of issuance. AIR CHINA LIMITED(a joint stock limited company incorporated in the People's Republic of Chinawith limited liability) (Stock Code: 753) Annual General Meeting Notice of Attendance To: Air China Limited (the Company) I/We(Note 1) of being the registered holder of (Note 2) H Shares/Non-H Foreign Shares/Domestic Shares in the share capital of the Company hereby inform the Company that I/we intend to attend the Annual General Meeting to be held at 2:30 p.m. on Monday, 12 June 2006 at The Conference Room, 29/F, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC or to appoint proxies to attend on my/our behalf. Signature: Date: 2006 Notes: 1. Please insert the full name(s) and address(es) of the shareholder(s) asit is recorded in the register of members of the Company in BLOCK CAPITALS. 2. Please insert the number of shares registered in your name(s). 3. Please duly complete and sign this Notice of Attendance, and deliver itto the Secretariat of the Board of the Company on or before Tuesday, 23 May2006. The address of the Secretariat of the Board of the Company: Secretariat of the Board Air China LimitedSouth TerminalBeijing Capital International AirportChaoyang District, Beijing, 100621PRCContact Person: Mr. Zhou Wu Telephone: (8610) 6458 0753Facsimile: (8610) 6458 5095 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Air China