Air China Regulatory News (AIRC)

14 Sep 2007 07:00

Air China Ld14 September 2007 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in doubt as to any aspect of this circular, you should consult yourstockbroker or other registered dealer in securities, bank manager, solicitor,professional accountant or other professional adviser. If you have sold or transferred all your shares in Air China Limited, you shouldat once hand this circular and the form of proxy and the notice of attendance tothe purchaser or the transferee or to the bank, stockbroker or other agentthrough whom the sale or transfer was effected for transmission to the purchaseror 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 howsoever 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 China with limited liability) (Stock Code: 753) PROPOSED APPOINTMENT OF DIRECTORS AND SUPERVISORS 13 September 2007 CONTENTS DEFINITIONS 1 LETTER FROM THE BOARD I. Appointment of Directors and Supervisors 3 II. EGM 8 APPENDIX NOTICE OF EXTRAORDINARY GENERAL MEETING 9 - i - DEFINITIONS In this circular, the following terms have the meanings set out below, unlessthe context requires otherwise: "Articles of Association" articles of association of the Company as amended from time to time "Board" the board of Directors of the Company "CAAC" the General Administration of Civil Aviation of China "CNAC" China National Aviation Company Limited, a company incorporated under the laws of Hong Kong with limited liability "CNACG" China National Aviation Corporation (Group) Limited, a company incorporated under the laws of Hong Kong and a wholly-owned subsidiary of CNAHC as at the date of this circular "CNAHC" China National Aviation Holding Company, a company incorporated under the laws of the People's Republic of China which currently directly owns approximately 40.40% of the Company's share capital as at the date of this circular "Company" Air China Limited, a company incorporated in the People's Republic of China, whose H shares are listed on the Hong Kong Stock Exchange as its primary listing venue and on the Official List of the UK Listing Authority as its secondary listing venue, and whose A shares are listed on the Shanghai Stock Exchange "Directors" the directors of the Company "EGM" the Company's extraordinary general meeting to be held on 30 October 2007 "Group" the Company, its subsidiaries and joint ventures - 1 - DEFINITIONS "Hong Kong Stock Exchange" 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 "Shareholder(s)" shareholder(s) of the Company - 2 - LETTER FROM THE BOARD AIR CHINA LIMITED (a joint stock limited company incorporated in the People's Republic of China with limited liability) (Stock Code: 753) Non-executive Directors: Mr. Li Jiaxiang (Chairman)Mr. Kong DongMr. Wang ShixiangMr. Yao WeitingMr. Christopher Dale PrattMr. Chen Nan Lok Philip Executive Directors: Mr. Ma XulunMr. Cai JianjiangMr. Fan Cheng Independent Non-executive Directors: Mr. Hu Hung Lick, HenryMr. Wu ZhipanMr. Zhang KeMr. Jia Kang Registered office: 9th Floor, Blue Sky Mansion28 Tianzhu Road, Zone ATianzhu Airport Industrial ZoneShunyi DistrictBeijingPRC Principal place of business in Hong Kong: 5th Floor, CNAC House12 Tung Fai RoadHong Kong International AirportHong Kong 13 September 2007 To the Shareholders Dear Sir or Madam, PROPOSED APPOINTMENT OF DIRECTORS AND SUPERVISORS I. APPOINTMENT OF DIRECTORS AND SUPERVISORS Pursuant to the Articles of Association of the Company, the term of the firstsession of the Board and the Supervisory Committee is three years and willexpire when the second session of the Board and the Supervisory Committee iselected. At the Board meeting held on 28 August 2007, the Board resolved to propose thatthe current Directors of the Company, i.e. Mr. Li Jiaxiang, Mr. Kong Dong, Mr.Wang Shixiang, Mr.Yao Weiting, Mr. Christopher Dale Pratt, Mr. Chen Nan LokPhilip, Mr. Ma Xulun, Mr. Cai - 3 - LETTER FROM THE BOARD Jianjiang, Mr. Fan Cheng, Mr. Hu Hung Lick, Henry, Mr. Wu Zhipan, Mr. Zhang Keand Mr. Jia Kang be elected as Directors of the second session of the Board; Mr.Sun Yude, Mr. Liao Wei and Mr. Zhou Guoyou be appointed as supervisorsrepresenting shareholders of the Company on the second session of theSupervisory Committee. Another two supervisors as the representatives of theemployees of the Company will be elected in accordance with the Company'sArticles of Association. Among the Directors, Mr. Li Jiaxiang, Mr. Kong Dong,Mr. Wang Shixiang, Mr.Yao Weiting, Mr. Ma Xulun, Mr. Christopher Dale Pratt andMr. Chen Nan Lok Philip will be appointed as non-executive directors; Mr. CaiJianjiang and Mr. Fan Cheng will be appointed as executive directors; and Mr. HuHung Lick, Henry, Mr. Wu Zhipan, Mr. Zhang Ke and Mr. Jia Kang will be appointedas independent non-executive directors. An ordinary resolution to consider andapprove the appointment of the above Directors and supervisors will be proposedat the Company's EGM. Directors Mr. Li Jiaxiang, aged 57. Mr. Li graduated from Shandong Coal TechnologyInstitute in 1969 and studied in Northwest University from 1999 to 2001 majoringin international economic law. Mr. Li had previously served in the China AirForce, People's Liberation Army of China since 1969 and served in variouspositions including as a Major General in the Air Force. After the restructuringof China's civil aviation industry in October 2002, he served as thePresident of Air China International Corporation and Deputy General Manager ofCNAHC. He was then promoted to the position of General Manager of CNAHC inAugust 2004, a post he continues to hold. Mr. Kong Dong, aged 59. Mr. Kong graduated from Jiangxi Technology University in1977 majoring in mechanical engineering and is a senior economist. Mr. Kong wasDeputy General Manager of China Ocean Helicopter Company, General Manager ofShenzhen Airport Group, Director-General in charge of the expansion project ofthe Beijing Capital International Airport, General Manager of China NationalAviation Corporation and President of CNAC, and Vice Chairman and President ofCNACG. After the restructuring of China's civil aviation industry in October2002, he joined CNAHC as Deputy General Manager, a post he continues to holdsince August 2004. Mr. Wang Shixiang, aged 58. Mr. Wang graduated from the China Civil AviationAdvanced School in 1968 majoring in aviation and is a qualified First-ClassPilot. Mr. Wang was appointed as the President of the Civil Aviation FlightAcademy of China in 1995, and General Manager of China Southwest Airlines in1999. After the restructuring of China's civil aviation industry in October2002, he joined CNAHC as Deputy General Manager, a post he continues to hold. - 4 - LETTER FROM THE BOARD Mr. Yao Weiting, aged 59. Mr. Yao graduated from Zhejiang Institute of Economicsand Management and the China Central Party University in 1967 majoring inindustrial accounting and economic management respectively. He is also a senioraccountant and senior economist. Mr. Yao was appointed as the Deputy Director ofEconomic Adjustment Bureau of China Metallurgical Ministry in 1997 and Assistantto the State Council Investigation Special Commissioner in 1998, and was theChief Accountant of Air China International Corporation from 2000 to 2002. Afterthe restructuring of China's civil aviation industry in October 2002, hejoined CNAHC as Deputy General Manager, and assumed the position of ChiefAccountant of CNAHC in December 2004, a post he continues to hold. Mr. Christopher Dale Pratt, CBE, aged 51, has been a non-executive director ofAir China Limited since June 2006. He is also Chairman of John Swire & Sons(H.K.) Limited, Swire Pacific Limited, Cathay Pacific Airways Limited and HongKong Aircraft Engineering Company Limited, and a Director of Swire PropertiesLimited and The Hong Kong and Shanghai Banking Corporation Limited. He joinedthe Swire group in 1978 and in addition to Hong Kong has worked for the group inAustralia and Papua New Guinea. He has an honours degree in modern history fromOxford University. Mr. Chen Nan Lok Philip, aged 52, has been a non-executive director of Air ChinaLimited since June 2007. He is also Chairman of John Swire & Sons (China)Limited, Deputy Chairman of Cathay Pacific Airways Limited, and a Director ofJohn Swire & Sons (H.K.) Limited, Swire Pacific Limited and Swire PropertiesLimited. He joined the Swire group in 1977 and in addition to Hong Kong hasworked for the group in Mainland China and the Asia Pacific region. He has anhonours degree in Political Science and History from the University of HongKong. Mr. Ma Xulun, aged 43. Mr. Ma graduated from Shanxi Finance University in 1984with a Bachelor 's Degree of Economics and is a certified public accountant.Mr. Ma was appointed as Deputy General Manager of China Commodities Storing andTransportation Corporation in 1995, Deputy Director General of FinanceDepartment of the CAAC in 1997, Vice President of Air China InternationalCorporation in December 1998, and Deputy Director General of Air ChinaInternational Corporation after the restructuring of China's civil aviationindustry in 2002. From September 2004 to January 2007, he served as thePresident of the Company. Mr. Cai Jianjiang, aged 43. Mr. Cai graduated from China Civil AviationInstitute in 1983 majoring in aviation control. Mr. Cai was appointed as GeneralManager of Shenzhen Airlines Company Limited in 1999. He joined Air ChinaInternational Corporation in 2001 as a General Manager of its Shanghai Branch,and subsequently as Assistant to the President and Manager of the MarketingDepartment of Air China International Corporation. After the restructuring ofChina's civil aviation industry in October 2002, he was appointed as the VicePresident of Air China International Corporation, and has served as VicePresident of the Company since September 2004. In February 2007, he was promotedto the President of the Company, a post he continues to hold. - 5 - LETTER FROM THE BOARD Mr. Fan Cheng, aged 52. Mr. Fan graduated from Nanjing Institute of ChemicalEngineering in 1982 with a major in organic synthesis and graduated fromGuanghua School of Management, Peking University in 2000 with an MBA degree. Mr.Fan is a senior accountant, senior engineer and certified public accountant. Mr.Fan was appointed as Deputy General Manager of China New Technology VentureCapital Company in 1996. He started his career in China's civil aviationindustry in 2001, and served as General Manager of Corporate ManagementDepartment and Capital Operation Department of CNAHC from October 2002 toOctober 2004. He has been the Chief Financial Officer of the Company sinceSeptember 2004 and the Vice Chairman of the Board of Shenzhen Airlines CompanyLimited since January 2005. Since October 2006, he has been serving as the VicePresident of the Company. Mr. Hu Hung Lick, Henry, aged 87. Mr. Hu is currently the president of Shue YanUniversity in Hong Kong. He graduated from the University of Paris with aDocteur-en- Droit degree. Mr. Hu was a member of Preparatory Committee andSelection Committee for the First Government of the Hong Kong SpecialAdministrative Region, China, and was a member of the Standing Committee of the8th and 9th Chinese People's Political Consultative Conference. He has beenserving as an independent non-executive director of CNAC from April 1997 toJanuary 2007. Mr. Wu Zhipan, aged 50. Mr. Wu holds a Doctor in Laws Degree from School of Law,Peking University, in 1988, and was a visiting scholar at Harvard Law Schoolfrom 1991 to 1992. Mr. Wu is currently the Vice Chancellor of the UniversityCouncil of Peking University. He is also an expert consultant of the SupremePeople's Court of China and Consultant of the Drafting Group of the BankingLaw in China. Mr. Wu is also an independent non-executive director of ChinaMinsheng Banking, Corp., Ltd., Henan Zhongfu Industry, Co., Ltd. and FortuneSGAM Fund Management Co., Ltd., and an independent supervisor of PetroChinaCompany Limited. Mr. Zhang Ke, aged 54. Mr. Zhang graduated from Renmin University of China in1982 with a Bachelor 's degree of economics. He is a certified publicaccountant and senior accountant. Mr. Zhang is experienced in the fields ofinvestment, managerial consultancy, finance and auditing, and is currentlyChairman and chief partner of Shine Wing Certified Public Accountants. Mr. Zhangis also a member of the Standing Council of CICPA, a member of CPA ExaminationCommittee of the Ministry of Finance, and a part-time professor in the RenminUniversity of China and the Chinese Academy of Sciences. Mr. Jia Kang, aged 53. Mr. Jia holds a Doctor 's Degree of Economics and is afamous economist. He is a researcher, a tutor of doctor and the head ofFinancial Science Research Institute of Ministry of Finance, and also the vicechairman and general- secretary of China Financial Association. Mr. Jia is alsothe visiting professor of China Renmin University, State AdministrationInstitute, Xiamen University, Southwest University of Finance and Economics,Guangdong University of Business Studies. Mr. Jia is also the winner of SunZhifang Economics Prize. - 6 - LETTER FROM THE BOARD Supervisors Mr. Sun Yude, aged 53, graduated from China Civil Aviation Institute in 1986majoring in economic management. He started his career in China's civilaviation industry in 1972 and served as the Deputy Head of CAAC Taiyuan Terminaland Head of Ningbo Terminal, as well as General Manager of CNAC ZhejiangAirlines. After the consolidation and restructuring of China's civil aviationindustry in October 2002, Mr. Sun joined Air China International Corporation asVice President and General Manager of Zhejiang branch, and has been serving asVice President of the Company since September 2004. Mr. Sun has been serving asChairman and President of Shandong Aviation Group since December 2005, and asthe President of CNACG since March 2007. Mr. Liao Wei, aged 43, graduated from Southwest University of Finance andEconomics in 1986 majoring in accounting and is a senior accountant. Mr. Liaoserved as the Deputy Director of State-owned Assets Office of Finance Departmentof CAAC, the Director of Human Resources and Administration Department of AirMacau, Deputy General Manager and General Manager of the Investment Departmentof CNACG. Mr. Liao joined CNAHC in December 2002 as the Deputy General Managerof its Finance Department in which he was responsible for overseeing the worksof the department. He has been serving as the General Manager of FinanceDepartment of CNAHC since September 2003 to date. Mr. Zhou Guoyou, aged 56, graduated from the Party School of the CentralCommittee of the Communist Party of China majoring in economic management and isa senior economist. Mr. Zhou started his career in China's civil aviationindustry in 1970 and served in various positions in the Company such as theDeputy Director of Beijing Ticketing Department, the Manager of the ShanghaiBusiness Division, the General Manager of the Marketing and Sale Department ofBeijing Business Division, Deputy Director of Quality Standard Department andthe Deputy Director of the Economic Efficiency Office. Since February 2004 todate, Mr. Zhou has become the Deputy General Manager of the CorporateSupervision Division of CNAHC. Mr. Christopher Dale Pratt is a non-executive director of the Company and isconcurrently the chairman and executive director of Cathay Pacific AirwaysLimited, which is a substantial shareholder of the Company and wholly owns HongKong Dragon Airlines Limited. Mr. Li Jiaxiang is the chairman and anon-executive director of the Company and is concurrently the vice-chairman anda non-executive director of Cathay Pacific Airways Limited. Save as disclosed above, none of the Directors and supervisors has held anydirectorship in any other listed companies or taken up a post in any affiliatedcompanies of the Company in the past three years, and none of the Directors andsupervisors has any relationship with any other director, senior management,substantial shareholder or controlling shareholder of the Company. - 7 - LETTER FROM THE BOARD None of the Directors and supervisors has any equity interest in the Companywithin the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571of 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 bebrought to the attention of the Shareholders in respect of the Company and itsDirectors and supervisors. Emolument The Board has resolved to propose that Shareholders approve to authorize theBoard to decide the emolument of the independent non-executive directors whichshall not be more than RMB80,000 per person per year; and the other Directorsand supervisors will not receive any compensation for serving as a Director or asupervisor. The term of office of each Director and supervisor is three years,which shall commence upon the Shareholders' approval to the appointment andshall end upon the third session of the Board and the Supervisory Committeebeing elected three years later. II. EGM The Company will convene the EGM at the Conference Room, Air China Building, 36Xiaoyun Road, Chaoyang District, Beijing, PRC at 2:30 p.m. on 30 October 2007 toconsider and, if thought fit, to pass resolutions in respect of the mattersdescribed under I of this circular that shall be approved by the Shareholders. Whether or not you intend to attend the EGM, you are requested to complete andreturn the form of proxy in accordance with the instruction printed thereon. Ifyou intend to attend the EGM, you are required to complete and return the noticeof attendance to, for holders of H Shares, the Company's H Share registrar,and for holders of A Shares, the Secretariat of the Board of the Company on orbefore 9 October 2007. Completion and return of the form(s) of proxy will not preclude you fromattending and voting in person at the meetings or at any adjourned meetingsshould you so wish and completion and return of the notice of attendance do notaffect the right of a shareholder to attend the respective meeting. By Order of the Board Li Jiaxiang Chairman Beijing, the PRC - 8 - APPENDIX NOTICE OF EXTRAORDINARY GENERAL MEETING AIR CHINA LIMITED (a joint stock limited company incorporated in the People's Republic of China with limited liability) (Stock Code: 753) NOTICE IS HEREBY GIVEN that an extraordinary general meeting ("EGM") of AirChina Limited ("Company") will be held at the Conference Room, Air ChinaBuilding, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC at 2:30 p.m. on 30October 2007 to consider and, if thought fit, to pass the following resolutions. ORDINARY RESOLUTIONS: 1. To consider and approve the appointment of the directors of the second session of the Board where Mr. Li Jiaxiang, Mr. Kong Dong, Mr. Wang Shixiang, Mr.Yao Weiting, Mr. Ma Xulun, Mr. Christopher Dale Pratt and Mr. Chen Nan Lok Philip are appointed as non-executive directors, Mr. Cai Jianjiang and Mr. Fan Cheng are appointed as executive directors, and Mr. Hu Hung Lick, Henry, Mr. Wu Zhipan, Mr. Zhang Ke and Mr. Jia Kang are appointed as independent non-executive directors. 2. To consider and approve the proposal on the emolument of Directors and supervisors. 3. To consider and approve the appointment of Mr. Sun Yude, Mr. Liao Wei and Mr. Zhou Guoyou as supervisors representing the shareholders on the second session of the Supervisory Committee. By Order of the Board Huang Bin Li Man Kit Joint Company Secretaries Beijing, the PRC13 September 2007 As at the date of this circular, the Directors of the Company are Messrs LiJiaxiang, Kong Dong, Wang Shixiang, Yao Weiting, Christopher Dale Pratt, ChenNan Lok, Philip, Ma Xulun, Cai Jianjiang, Fan Cheng, Hu Hung Lick, Henry*, WuZhipan*, Zhang Ke* and Jia Kang*. * Independent non-executive Director of the Company - 9 - APPENDIX NOTICE OF EXTRAORDINARY GENERAL MEETING Notes: 1. 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 ofthe Company will close from 1 October 2007 to 30 October 2007 (both daysinclusive), during which time no transfer of H Shares of the Company will beeffected and registered. In order to qualify for attendance at the EGM,instruments of transfer accompanied by share certificates and other appropriatedocuments must be lodged with the Company's H Share registrar, ComputershareHong Kong Investor Services Limited, by 4:00 p.m. on 28 September 2007. Shareholders of the Company whose names appear on the register of members of theCompany at the close of business on 28 September 2007 are entitled to attend theEGM. 2. Notice of attendance Shareholders who intend to attend the EGM should complete and lodge theaccompanying notice of attendance and return it to, for holders of H Shares, theCompany's H Share registrar, or for holders of A Shares the Company'sBoard Secretariat, on or before 9 October 2007. The notice of attendance may bedelivered by hand, by post or by fax to the Company's H Share registrar, orto 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 ashareholder to attend the EGM. However, the failure to return the notice ofattendance may result in an adjournment of the EGM, if the number of sharescarrying the right to vote represented by the shareholders proposing to attendthe EGM by the notice of attendance does not reach more than half of the totalnumber of shares of the Company carrying the right to vote at the EGM. 3. Proxy Every shareholder who has the right to attend and vote at the EGM is entitled toappoint one or more proxies, whether or not they are members of the Company, toattend and vote on his behalf at the EGM. A proxy shall be appointed by an instrument in writing. Such instrument shall besigned by the appointer or his attorney duly authorised in writing. If theappointer is a legal person, then the instrument shall be signed under a legalperson's seal or signed by its director or an attorney duly authorised inwriting. 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 A Shares not less than 24 hours before thetime appointed for the holding of the EGM. If the instrument appointing theproxy is signed by a person authorised by the appointer, the power of attorneyor other document of authority under which the instrument is signed shall benotarised. The notarised power of attorney or other document of authority shallbe deposited together and at the same time with the instrument appointing theproxy at the Company's H Share registrar or the address of the Company'sBoard Secretariat (as may be applicable). 4. 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) 6459 3853 Contact Person: Mr. Zhou Wu - 10 - AIR CHINA LIMITED (a joint stock limited company incorporated in the People's Republic of China with limited liability) (Stock Code: 753) FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING Number of shares to which this form of proxy relates (Note 1) I/We (Note 2) of being the registered holder(s) of (Note 3) H Shares/A Shares (please delete as appropriate) in the share capital of Air China Limited (the "Company") HEREBY APPOINT (Note 4) theChairman of the meeting and/or (Note 4) of as my/our proxy/proxies: (a) to act for me/us at the extraordinary generalmeeting (or at any adjournment thereof) of the Company to be held at 2:30 p.m.on 30 October2007 at the Conference Room, Air China Building, 36 Xiaoyun Road, ChaoyangDistrict, Beijing, PRC (the "Meeting") for the purpose of considering and, ifthought fit, passing the resolutions (the "Resolutions") as set out in thenotice convening the Meeting; and (b) at the Meeting (or at any adjournmentthereof) to vote for me/us and in my/our name(s) in respect of the Resolutionsas hereunder indicated or, if no such indication is given, as my/our votingproxy thinks fit. ORDINARY RESOLUTIONS FOR (Note 6) AGAINST (Note 6) 1. To consider and approve the appointment of the directors of the second session of the Board where: (1) Mr. Li Jaxiang is appointed as non-executive director; (2) Mr. Kong Dong is appointed as non-executive director; (3) Mr. Wang Shixiang is appointed as non-executive director; (4) Mr. Yao Weiting is appointed as non-executive director; (5) Mr. Ma Xulun is appointed as non-executive director; (6) Mr. Christopher Dale Pratt is appointed as non-executive director; (7) Mr. Chen Nan Lok Philip is appointed as non-executive director; (8) Mr. Cai Jianjiang is appointed as executive director; (9) Mr. Fan Cheng is appointed as executive director; (10) Mr. Hu Hung Lick, Henry is appointed as independent non-executive director; (11) Mr. Zhang Ke is appointed as independent non-executive director; (12) Mr. Wu Zhipan is appointed as independent non-executive director; and (13) Mr. Jia Kang is appointed as independent non-executive director. 2. To consider and approve the proposal on the emolument of Directors and supervisors. 3. To consider and approve the appointment of the supervisors representing shareholders on the second session of the Supervisory Committee where: (1) Mr. Sun Yude is appointed as supervisor; (2) Mr. Liao Wei is appointed as supervisor; and (3) Mr. Zhou Guoyou is appointed as supervisor. Dated this day of 2007 Signature (Note 7) Notes: 1. Please insert the number of shares registered in your name(s) to which this proxy form relates. If no number is inserted, this form of proxy will be 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 entitled to appoint one or more proxies of his own choice to attend and vote instead of him. A proxy need not be a member of the Company. If any proxy other than the Chairman of the Meeting is preferred, please strike out the words "the Chairman of the meeting and/or" and insert the name(s) and address(es) of the proxy/proxies desired in the space provided. In the event that two or more persons (other than the Chairman of the Meeting) are named as proxies and the words "the Chairman of the meeting...and/or" are not deleted, those words and references shall be deemed to have been deleted. 5. If you appoint more than one proxy, the voting rights may only be exercised by way of poll. 6. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK IN THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK IN THE BOX MARKED "AGAINST". Failure to complete the boxes will entitle your voting proxy to cast his vote at his discretion. On a show of hands, a member is entitled to one vote. On a poll, a member is entitled to one vote for every fully-paid share held and a member entitled to more than one vote need not use all his votes in the same way. A tick in the relevant box indicates that the votes attached to all the shares stated above as held by you will be cast accordingly. The total number of shares referred to in the two boxes for the same 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 voting proxy may vote on a show of hands according to the box with the larger number or, in case of an equal number in both boxes, the voting proxy will cast his vote at his discretion. 7. This form of proxy must be signed by you or your attorney duly authorised in writing, or in the case of a corporation, must be either under seal or under the hand of a director or attorney duly authorised. If this form of proxy is signed by your duly authorised attorney, the power of attorney or other document of authorisation must be notarised. 8. In order to be valid, this form of proxy, together with the notarised copy of the power of attorney or other document of authorisation (if any) under which it is signed, for holders of H Shares, must be delivered to the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, 46th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 24 hours prior to the time appointed for holding the Meeting (or any adjournment thereof). For holders of A Shares, the above documents must be delivered to the Secretariat of the Board of Directors of the Company within the same period. 9. Completion and delivery of a form of proxy will not preclude you from attending and/or voting at the Meeting (or any adjournment thereof) if you so wish. 10. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT. 11. To attend and represent the shareholder(s) at the Meeting, the proxy so appointed must produce beforehand his identification document and any power 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 China with limited liability) (Stock Code: 753) EXTRAORDINARY GENERAL MEETING NOTICE OF ATTENDANCE To: Air China Limited (the "Company") I/We (Note 1) of , being the registered holder of (Note 2) H/A shares in the share capital of the Company hereby inform the Company that I/we intend to attend the ExtraordinaryGeneral Meeting to be held at 2:30 p.m. on 30 October 2007 at the ConferenceRoom, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC or toappoint proxies to attend on my/our behalf. Signature: Date: 2007 Notes: 1. Please insert the full name(s) and address(es) of the shareholder(s) as it 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 it to, for holders of H Shares, the Company's H Share registrar, and for holders of A Shares, the Secretariat of the Board of the Company on or before 9 October 2007. The address of the Secretariat of the Board of the Company: Secretariat of the BoardAir China LimitedSouth TerminalBeijing Capital International AirportChaoyang District, Beijing, 100621PRC Contact Person : Mr. Zhou Wu Telephone : (8610) 6458 0753Facsimile : (8610) 6459 3853 The address of Computershare Hong Kong Investor Services Limited: 46th FloorHopewell Centre183 Queen's Road EastWanchaiHong Kong Telephone : (852) 2862 8628Fax : (852) 2865 0990 This information is provided by RNS The company news service from the London Stock Exchange