CONNECTED TRANSACTIONS

1 Dec 2006 07:00

Air China Ld01 December 2006 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) (1) CONTINUING CONNECTED TRANSACTIONS (2) PROPOSED FORMATION OF AVIATION SAFETY COMMITTEE (3) PROPOSED ENGAGEMENT OF EXPERTS FOR BOARD COMMITTEE (4) PROPOSED APPOINTMENT OF DIRECTOR (5) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION (6) PROPOSED DIRECTORS AND SENIOR MANAGEMENT STOCK APPRECIATION RIGHTS HANDBOOK Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders BNP PARIBAS A letter from the Board is set out on pages 3 to 36 of this circular. A letter from the Independent Board Committee, containing its advice to theIndependent Shareholders of the Company, is set out on pages 37 to 38 of thiscircular. A letter from BNP Paribas, the independent financial adviser, containing itsadvice to the Independent Board Committee and the Independent Shareholders ofthe Company is set out on pages 39 to 50 of this circular. 1 December 2006 CONTENTS Page DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1 LETTER FROM THE BOARD I. Continuing Connected Transactions . . . . . . . . . . . . . . . . . . .3 II. Proposed Formation of Aviation Safety Committee . . . . . . . . . . ..32 III. Proposed Engagement of Experts for Board Committee . . . . . . . . . . 33 IV. Proposed Appointment of Director . . . . . . . . . . . . . . . . . . . 34 V. Proposed Amendments to the Articles of Association . . . . . . . . . . 35 VI. Proposed Adoption of the Directors and Senior Management Stock Appreciation Rights Handbook . . . . . . . . . . . . . . . . . . 35 VII. EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .36 VIII. Additional information . . . . . . . . . . . . . . . . . . . . . . . . .36 LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . 37 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . . . 39 APPENDIX I - GENERAL INFORMATION . . . . . . . . . . . . . . 51 APPENDIX II - PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION . . . 61 APPENDIX III - PROPOSED DIRECTORS AND SENIOR MANAGEMENT STOCK APPRECIATION RIGHTS HANDBOOK . . . . . . . . . . . . 96 APPENDIX IV - NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . . . . 133 Paste the following link into your web browser to download the PDF document related to this announcement: http://www.rns-pdf.londonstockexchange.com/rns/8924m_-2006-11-29.pdf This information is provided by RNS The company news service from the London Stock Exchange