UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
___________________
FORM
6-K
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16
under
the Securities Exchange Act of 1934
For
the
month of January 2008.
Commission
File Number: 001-14550
China
Eastern Airlines Corporation Limited
———————————————————————————————————
(Translation
of Registrant’s name into English)
2550
Hongqiao Road
Hongqiao
Airport
Shanghai,
China 200335
———————————————————————————————————
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F: x Form
20-F o Form
40-F
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): o
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7): o
Indicate
by check mark whether the registrant by furnishing the information contained
in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934: o Yes x No
If
"Yes"
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): n/a
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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China
Eastern Airlines Corporation Limited
(Registrant)
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| Date January 8, 2008 | By: | /s/ Li Fenghua |
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Name: Li Fenghua |
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| Title: Chairman of the Board of Directors | ||
Certain
statements contained in this announcement may be regarded as "forward-looking
statements" within the meaning of the U.S. Securities Exchange Act of 1934,
as
amended. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors, which may cause the actual performance,
financial condition or results of operations of the Company to be materially
different from any future performance, financial condition or results of
operations implied by such forward-looking statements. Further information
regarding these risks, uncertainties and other factors is included in the
Company's filings with the U.S. Securities and Exchange Commission. The
forward-looking statements included in this announcement represent the
Company's
views as of the date of this announcement. While the Company anticipates
that
subsequent events and developments may cause the Company's views to change,
the
Company specifically disclaims any obligation to update these forward-looking
statements, unless required by applicable laws. These forward-looking statements
should not be relied upon as representing the Company's views as of any
date
subsequent to the date of this announcement.
The
Stock Exchange of Hong Kong Limited takes no responsibility for the contents
of
this announcement, makes no representation as to its accuracy or completeness
and expressly disclaims any liability whatsoever for any loss howsoever
arising
from or in reliance upon the whole or any part of the contents of this
announcement.
(A
joint stock limited company incorporated in the People's Republic of China
with
limited liability)
(Stock
code: 670)
ANNOUNCEMENT
RESULTS
OF SHAREHOLDERS' MEETINGS
RESUMPTION
OF TRADING
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The
board of directors (the "Board")
of China Eastern Airlines Corporation Limited (the "Company")
announces the results of an extraordinary general meeting ("EGM")
and an H shareholders class meeting ("H
Shareholders Class Meeting")
of the Company held in Shanghai, the People's Republic of China
(the
"PRC")
on Tuesday, 8 January 2008.
At
the request of the Company, trading in the H Shares on The Stock
Exchange
of Hong Kong Limited (the "Stock
Exchange")
was suspended with effect from 9:30 a.m. on 8 January 2008 pending
the
release of this announcement. The Company has made an application
to the
Stock Exchange for the resumption of trading in its H Shares
on the Stock
Exchange with effect from 9:30 a.m. on 9 January
2008.
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Reference
is made to the Company's notices of the EGM (the "EGM
Notice")
and
the H Shareholders Class Meeting (the "H
Shareholders Class Meeting Notice")
both
dated 23 November 2007, further notice of the H Shareholders Class Meeting
dated
20 December 2007 and the Company's circular dated 23 November 2007 (the
"Circular").
Terms
defined in the Circular shall have the same meanings when used herein unless
otherwise specified.
RESULTS
OF THE EGM
The
EGM
was held at Meeting Centre, Shanghai Homeyo Hotel (上海航友賓館), 2550 Hongqiao Road,
Shanghai, the PRC on Tuesday, 8 January 2008. Shareholders representing
3,584,769,954 shares of the Company were present, in person or by proxy,
at the
EGM. The EGM was validly convened in compliance with the relevant requirements
under the Company Law of the PRC and the articles of association of the
Company.
1
As
mentioned in the EGM Notice and the Circular, CEA Holding and its associates,
holding 2,904,000,000 shares of the Company, were required to abstain,
and have
abstained, from voting in respect of Special Resolutions Nos. 1 and 2 and
Ordinary Resolution No. 4 proposed for approval at the EGM. As such, (i)
shareholders representing 1,962,950,000 shares of the Company were entitled
to
attend and vote for or against Special Resolutions Nos. 1 and 2 and Ordinary
Resolution No. 4 proposed for approval at the EGM, and shareholders representing
680,769,954 shares out of such 1,962,950,000 shares were present at the
EGM, in
person or by proxy, to vote in respect of such resolutions; and (ii)
shareholders representing 4,866,950,000 shares of the Company (i.e., the
Company's entire issued share capital) were entitled to attend and vote
for or
against Special Resolution No. 3 and Ordinary Resolutions Nos. 5 and 6
proposed
for approval at the EGM, and shareholders representing 3,584,769,954 shares
out
of such 4,866,950,000 shares were present at the EGM, in person or by proxy,
to
vote in respect of such other resolutions.
No
shareholder of the Company was required to vote only against any of the
resolutions proposed at the EGM.
Each
resolution proposed for approval at the EGM was taken on poll. Hong Kong
Registrars Limited, the Company's H Shares registrar, was appointed as
the
scrutineer for the purpose of vote-taking at the EGM. The resolutions set
out
below are in the same order and correspond to those set out in the EGM
Notice.
The poll results in respect of the resolutions proposed for approval at
the EGM
were set out as follows:
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Total
number of shares
represented
by votes
(Approximate
% *)
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For
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Against
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SPECIAL
RESOLUTIONS
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1. THAT,
conditional upon (i) the approval of the same by the holders
of A Shares
at the A Shareholders Class Meeting and by the holders of H
Shares at the
H Shareholders Class Meeting and (ii) the passing of the ordinary
resolution in relation to the approval of the CEA Holding Subscription
as
further described in Resolution No. 4 below, the terms and
conditions of
the Investor Subscription Agreement be approved, ratified and
confirmed,
and the Directors be and are hereby authorized to sign all
such documents
and/or do all such things and acts as the Directors may consider
necessary
or expedient and in the interest of the Company for the purpose
of
effecting or otherwise in connection with any transaction contemplated
under the Investor Subscription Agreement or any matter incidental
thereto, including but not limited to the issue of 1,235,005,263
new H
Shares and 649,426,737 new H Shares by the Company to SIA and
Temasek
respectively pursuant to the Investor Subscription
Agreement.
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150,174,783
(22.39%)
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520,595,202
(77.61%)
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2
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2. THAT,
conditional upon (i) the approval of the same by the holders
of A Shares
at the A Shareholders Class Meeting and by the holders of H
Shares at the
H Shareholders Class Meeting and (ii) the passing of the ordinary
resolution in relation to the approval of the CEA Holding Subscription
as
further described in Resolution No. 4 below, the terms and
conditions of
the CEA Holding Subscription Agreement be approved, ratified
and
confirmed, and the Directors be and are hereby authorized to
sign all such
documents and/or do all such things and acts as the Directors
may consider
necessary or expedient and in the interest of the Company for
the purpose
of effecting or otherwise in connection with any transaction
contemplated
under the CEA Holding Subscription Agreement or any matter
incidental
thereto, including but not limited to the issue of 1,100,418,000
new H
Shares by the Company to CEA Holding pursuant to the CEA Holding
Subscription Agreement.
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150,156,063
(22.54%)
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515,889,922
(77.46%)
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3. THAT,
conditional upon and with effect from simultaneous completion
of the
Investor Subscriptions and the CEA Holding Subscription, the
proposed
amendments to the Articles of Association as set out in the
Circular be
and are hereby approved, subject to obtaining any approval,
endorsement or
registration as may be necessary from the relevant authorities,
and the
Directors be and are hereby authorized to deal with on behalf
of the
Company the relevant application, approval, endorsement, registration,
filing procedures and other related issues arising from the
amendments of
the Articles of Association; and the Directors be and are hereby
authorized and empowered to make further amendments to the
Articles of
Association in order to fulfill or accommodate any request
that may be
raised or made by the relevant authorities during the approval,
endorsement and/or registration of the amendments of the Articles
of
Association.
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3,067,655,975
(85.69%)
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512,389,979
(14.31%)
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ORDINARY
RESOLUTIONS
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4. THAT,
for the purposes of Chapter 14A of the Listing Rules (which
governs
connected transactions of the Company) and conditional upon
the approval
of the same by the holders of A Shares at the A Shareholders
Class Meeting
and by the holders of H Shares at the H Shareholders Class
Meeting, the
terms and conditions of the CEA Holding Subscription Agreement
and the
transaction contemplated thereunder (which transaction is the
same as that
referred to in Resolution No. 2 above) be approved, ratified
and
confirmed.
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150,142,783
(22.54%)
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515,893,202
(77.46%)
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3
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5.
(i)
THAT,
conditional upon and with effect from simultaneous completion
of the
Investor Subscriptions and the CEA Holding Subscription, Mr.
Stephen Lee
Ching Yen be appointed as non-executive Director.
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3,075,391,847
(85.90%)
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504,653,431
(14.10%)
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(ii) THAT,
conditional upon and with effect from simultaneous completion
of the
Investor Subscriptions and the CEA Holding Subscription, Mr.
Chew Choon
Seng be appointed as non-executive Director.
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3,075,390,923
(85.90%)
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504,653,511
(14.10%)
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6. THAT,
the proposal for purchasing liability insurance for Directors
and senior
officers of the Company, details of which are set out in the
Circular, be
approved.
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3,117,557,693
(87.14%)
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460,266,261
(12.86%)
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* The
percentage of voting is based on the total number of shares held by the
Independent Shareholders who attended and voted at the EGM in person or
in proxy
in respect of the relevant resolution.
Based
on
the above poll results of the EGM, Special Resolutions Nos. 1 and 2 and
Ordinary
Resolution No. 4 were not passed, while Special Resolution No. 3 and Ordinary
Resolutions Nos. 5 and 6 were passed.
RESULTS
OF H SHAREHOLDERS CLASS MEETING
The
H
Shareholders Class Meeting was held at Meeting Centre, Shanghai Homeyo
Hotel
(上海航友賓館),
2550
Hongqiao Road, Shanghai, the PRC on Tuesday, 8 January 2008. The H Shareholders
Class Meeting was validly convened in compliance with the relevant requirements
under the Company Law of the PRC and the articles of association of the
Company.
As
mentioned in the H Shareholders Class Meeting Notice and the Circular,
CEA
Holding and its associates were required to abstain from voting in respect
of
all resolutions proposed for approval at the H Shareholders Class Meeting.
CEA
Holding and its associates are not holder of any H Share. As such, shareholders
representing 1,566,950,000 H Shares (i.e., the entire issued H Share capital)
were entitled to attend and vote for or against all resolutions proposed
for
approval at the H Shareholders Class Meeting.
No
shareholder of the Company was required to vote only against any of the
resolutions proposed at the H Shareholders Class Meeting.
4
Each
resolution proposed for approval at the H Shareholders Class Meeting was
taken
on poll. Hong Kong Registrars Limited, the Company's H Shares registrar,
was
appointed as the scrutineer for the purpose of vote-taking at the H Shareholders
Class Meeting. The resolutions set out below are in the same order and
correspond to those set out in the H Shareholders Class Meeting Notice.
The poll
results in respect of the resolutions proposed for approval at the H
Shareholders Class Meeting were set out as follows:
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Total
number of H Shares
represented
by votes
(Approximate
%†)
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For
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Against
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SPECIAL
RESOLUTIONS
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1.
THAT,
conditional upon the approval of the same by the holders of
A Shares at
the A Shareholders Class Meeting and by the shareholders of
the Company at
the EGM, the terms and conditions of the Investor Subscription
Agreement
be approved, ratified and confirmed, and the Directors be and
are hereby
authorized to sign all such documents and/or do all such things
and acts
as the Directors may consider necessary or expedient and in
the interest
of the Company for the purpose of effecting or otherwise in
connection
with any transaction contemplated under the Investor Subscription
Agreement or any matter incidental thereto, including but not
limited to
the issue of 1,235,005,263 new H Shares and 649,426,737 new
H Shares by
the Company to SIA and Temasek respectively pursuant to the
Investor
Subscription Agreement.
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156,363,485
(25.30%)
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461,647,288
(74.70%)
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2. THAT,
conditional upon the approval of the same by the holders of
A Shares at
the A Shareholders Class Meeting and by the shareholders of
the Company at
the EGM, the terms and conditions of the CEA Holding Subscription
Agreement be approved, ratified and confirmed and the Directors
be and are
hereby authorized to sign all such documents and/or do all
such things and
acts as the Directors may consider necessary or expedient and
in the
interest of the Company for the purpose of effecting or otherwise
in
connection with any transaction contemplated under the CEA
Holding
Subscription Agreement or any
matter incidental thereto, including but not limited to the
issue of
1,100,418,000 new H Shares by the Company to CEA Holding pursuant
to the
CEA Holding Subscription Agreement.
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156,387,485
(25.30%)
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461,647,288
(74.70%)
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† The
percentage of voting is based on the total number of H Shares held by the
Company's H shareholders who attended and voted at the H Shareholders Class
Meeting in person or in proxy in respect of the relevant
resolution.
Based
on
the above poll results of the H Shareholders Class Meeting, Special Resolutions
Nos. 1 and 2 were not passed.
5
RESULTS
OF A SHAREHOLDERS CLASS MEETING
The
A
Shareholders Class Meeting was validly convened and held at Meeting Centre,
Shanghai Homeyo Hotel (上海航友賓館), 2550 Hongqiao Road, Shanghai, the PRC on
Tuesday, 8 January 2008. The two resolutions proposed for approval at the
A
Shareholders Class Meeting were not passed.
RESUMPTION
OF TRADING
At
the
request of the Company, trading in the H Shares on the Stock Exchange was
suspended with effect from 9:30 a.m. on 8 January 2008 pending the release
of
this announcement. The Company has made an application to the Stock Exchange
for
the resumption of trading in the H Shares on the Stock Exchange with effect
from
9:30 a.m. on 9 January 2008.
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By
order of the board of the directors of
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CHINA
EASTERN AIRLINES CORPORATION LIMITED
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Luo
Zhuping
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Director
and Company Secretary
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The
Company's directors as at the date of this announcement are:
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Li
Fenghua
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(Chairman,
Non-executive Director)
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Li
Jun
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(Vice
Chairman, Non-executive Director)
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Cao
Jianxiong
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(President,
Executive Director)
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Luo
Chaogeng
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(Non-executive
Director)
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Luo
Zhuping
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(Executive
Director)
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Hu
Honggao
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(Independent
non-executive Director)
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Peter
Lok
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(Independent
non-executive Director)
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Wu
Baiwang
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(Independent
non-executive Director)
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Zhou
Ruijin
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(Independent
non-executive Director)
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Xie
Rong
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(Independent
non-executive Director)
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Shanghai,
the PRC
8
January
2008
6