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 November 2007.
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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| |
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| Date November 23, 2007 | By |
/s/ Li
Fenghua
|
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Name: Li Fenghua |
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Title:
Chairman of the
Board of Directors
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||
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.
NOTICE
OF EXTRAORDINARY GENERAL MEETING
(A
joint stock limited company incorporated in the People’s Republic of China with
limited liability)
(Stock
code: 670)
NOTICE
OF EXTRAORDINARY GENERAL MEETING
NOTICE
IS HEREBY GIVEN THAT an
extraordinary general meeting (the “EGM”) of 中國東方航空股份有限公司(China
Eastern Airlines Corporation Limited) (the “Company”) will be held at Meeting
Centre, Shanghai Homeyo Hotel (上海航友賓館),
2550
Hongqiao Road, Shanghai, the People’s Republic of China at 1:30 p.m. on Tuesday,
8 January 2008, or any adjournment thereof, for the purpose of considering,
and
if thought fit, passing, with or without modifications, the following
resolutions (unless otherwise indicated, capitalised terms used in this notice
shall have the same meanings as those defined in the circular of the Company
dated Friday, 23 November 2007 (the “Circular”) relating to, among other things,
subscription of new H Shares by SIA and Temasek and subscription of new H
Shares
by CEA Holding):
AS
SPECIAL RESOLUTIONS
| 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.”
|
| 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.”
|
-1-
| 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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AS
ORDINARY RESOLUTIONS
| 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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| 5. |
“THAT,
conditional upon and with effect from simultaneous completion of
the
Investor Subscriptions and the CEA Holding Subscription, the following
persons be appointed as non-executive
Directors:
|
| (i) |
Mr.
Stephen Lee Ching Yen; and
|
| (ii) |
Mr.
Chew Choon Seng”
|
Please
refer to note 8 of this notice for biographical details of Mr. Stephen Lee
Ching
Yen and Mr. Chew Choon Seng.
| 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.”
|
By
order
of the Board
中國東方航空股份有限公司
CHINA
EASTERN AIRLINES CORPORATION LIMITED
Luo
Zhuping
Director
and Company Secretary
-2-
The
Company’s directors, as at the date hereof, are:
|
Li
Fenghua
|
(Chairman,
Non-executive Director)
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|
Li
Jun
|
(Vice
Chairman, Non-executive Director)
|
|
Luo
Chaogeng
|
(Non-executive
Director)
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Cao
Jianxiong
|
(President,
Executive Director)
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|
Luo
Zhuping
|
(Executive
Director)
|
|
Hu
Honggao
|
(Independent
non-executive Director)
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Peter
Lok
|
(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 People’s Republic of China
23
November 2007
Notes:
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1.
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Persons
entitled to attend the EGM
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|
Persons
who hold A Shares or H Shares and are registered as holders of
the A
Shares or H Shares on the register of members maintained by China
Securities Depository and Clearing Corporation Limited, Shanghai
Branch
and Hong Kong Registrars Limited, as the case may be, at the
close of
business on Friday, 7 December 2007 will be entitled to attend
the EGM
upon completion of the necessary registration
procedures.
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| 2. |
Registration
procedures for attending the
EGM
|
|
(i)
|
Holders
of A Shares shall deposit documents of certification of their
shares and
their authorised representatives’ documents of identity with the Company
at its place of business located at 2550 Hongqiao Road, Shanghai,
the PRC
(fax no: +86 21 62686116) (for the attention of the Office of
the
Secretary of the Board of Directors) by 4:00 p.m. on Tuesday,
18 December
2007 (if in person or by facsimile) or between Wednesday, 12
December 2007
to Tuesday, 18 December 2007 (if by post). In case such holders
are
represented by authorised representatives, they shall also deliver
their
powers of attorney and copies of the attorney’s documents of identity to
the above place of business of the
Company.
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| (ii) |
Holders
of H Shares shall deliver their attendance slips for attending
the EGM,
copies of transfers or copies of their share certificates or
copies of
receipts of share transfers, together with copies of their identity
cards
or other documents of identity, to the Company at its place of
business
stated in paragraph (i) above by 4:00 p.m. on Tuesday, 18 December
2007
(if in person or by facsimile) or between Wednesday, 12 December
2007 to
Tuesday, 18 December 2007 (if by post). If proxies are appointed
by
shareholders to attend the EGM, they shall, in addition to the
aforementioned documents, deliver the proxy forms and copies
of their
identity cards or other documents of identity to the above place
of
business of the Company.
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| (iii) |
Shareholders
can deliver the necessary documents for registration to the Company
in the
following manner: in person, by post or by facsimile. Upon receipt
of such
documents, the Company will complete the registration procedures
for
attending the EGM and will despatch to shareholders voting forms
by post
or by facsimile. Shareholders may present the voting forms when
attending
the EGM as evidence of eligibility to attend the
meeting.
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-3-
| 3. |
Appointing
proxies
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| (i) |
Shareholders
who have the right to attend and vote at the EGM are entitled
to appoint
in writing one or more proxies (whether a member of the Company
or not) to
attend and vote at the meeting on their
behalf.
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| (ii) |
The
instrument appointing a proxy must be duly authorised in writing
by the
appointor or his attorney. If that instrument is signed by an
attorney of
the appointor, the power of attorney authorising that attorney
to sign (or
other documents of authorisation) must be notarially certified.
For the
holders of A Shares, the notarially certified power of attorney
or other
documents of authorisation and proxy forms must be delivered
to the
registrar of the Company not less than 24 hours before the time
scheduled
for the holding of the EGM in order for such documents to be
considered
valid. For the holders of H Shares, the aforementioned documents
must be
delivered to Hong Kong Registrars Limited, the Company’s H share
registrar, within the same time limit in order for such documents
to be
considered valid.
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| (iii) |
If
more than one proxy has been appointed by any shareholder of
the Company,
such proxies shall not vote at the same
time.
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| 4. |
Duration
of the EGM
|
The
EGM is
expected to last for half a day. Shareholders or their proxies attending
the EGM
shall be responsible for their own accommodation and travel
expenses.
| 5. |
Procedure
to otherwise demand a
poll
|
Pursuant
to Articles 73 to 75 of the Articles of Association, a poll may (before
or after
any vote by show of hands) otherwise generally be demanded:
| (i) |
by
the chairman of such meeting;
|
| (ii) |
by
at least two shareholders entitled to vote present in person
or by proxy;
or
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| (iii) |
by
one or more shareholders present in person or by proxy and representing
10% or more of all shares carrying the right to vote at such
meeting.
|
The
demand
for a poll may be withdrawn by the person who makes such demand. A poll
demanded
on the election of the chairman of the meeting, or on a question of adjournment
of the meeting, shall be taken forthwith. A poll demanded on any other
question
shall be taken at such time as the chairman of the meeting directs, and
any
business other than that upon which a poll has been demanded may be proceeded
with, pending the taking of the poll. The result of the poll shall be deemed
to
be a resolution of the meeting at which the poll was demanded.
On
a poll
taken at the meeting, a shareholder (including proxy) entitled to two or
more
votes need not cast all his or her votes in the same way.
Pursuant
to Rule 14A.52 of the Listing Rules, the vote taken in respect of Resolution
No.
4 shall be taken by poll.
| 6. |
Closure
of books
|
The
H
Share register of members of the Company will be closed from Saturday,
8
December 2007 to Tuesday, 8 January 2008, both days inclusive, during which
period no transfer of the H Shares will be effected. Where applicable,
holders
of H Shares intending to attend the EGM are therefore required to lodge
their
respective instrument(s) of transfer and the relevant share certificate(s)
to
the Company’s H share registrar, Hong Kong Registrars Limited, by 4:00 p.m. on
Friday, 7 December 2007.
-4-
The
address and contact details of Hong Kong Registrars Limited are as
follows:
Hong
Kong
Registrars Limited
Rooms
1712-1716, 17th Floor, Hopewell Centre
183
Queen’s Road East
Wanchai
Hong
Kong
Telephone:
+852 2862 8628
Fax:
+852
2865 0990
| 7. |
Abstention
from voting
|
CEA
Holding and its associates will abstain from voting in respect of Resolutions
No. 1, 2 and 4.
| 8. |
Biographical
details of proposed non-executive
directors
|
Mr.
Stephen Lee Ching Yen
Mr.
Stephen Lee, aged 60, graduated with a Master of Business Administration
degree
from Northwestern University, Illinois, the United States of America in
1973.
Mr. Lee has been a director of Singapore Airlines Limited (a company listed
on
the Singapore Stock Exchange) since 26 April 2004 and became its Chairman
on 1
January 2006. He is also Managing Director of both Shanghai Commercial
and
Savings Bank Ltd. (Taiwan) and Great Malaysia Textile Investments Private
Limited, and a director of Baosteel Group Corporation (Shanghai). Mr. Lee
serves
as President of Singapore National Employers Federation and Chairman of
Singapore Business Federation.
Mr.
Lee’s
other current key directorships include: Chairman of SIA Engineering Limited
since 2006, advisor of Temasek Holdings (Private) Limited and director
of
Baosteel Group Corporation, Shanghai since 2005, director of Shanghai Commercial
& Savings Bank Ltd, Hong Kong since 2004, director of Fraser & Neave
Limited since 1997, Managing Director of Great Malaysia Textile Investments
Private Limited since 1994, director of G2000 (Apparel) Limited since 1991,
and
Managing Director of Shanghai Commercial & Savings Bank Ltd, Taiwan since
1979.
Mr.
Lee’s
current public service include: Chairman of Singapore Business Federation
since
2002, director of Kidney Dialysis Foundation, Singapore since 1996, President
of
Singapore National Employers Federation and member of National Wages Council,
Singapore since 1988, and director of Singapore Labour Foundation since
1978.
Mr.
Lee’s
previous directorships includes: Chairman of PSA International Pte Ltd
from 2002
to November 2005, Chairman of Vertex Venture Holdings Ltd from 2001 to
2003,
Chairman of Vickers Ballas Holdings Ltd from 2001 to 2002, director of
Neptune
Orient Lines Ltd from 2000 to 2002, Chairman of International Enterprise
Singapore from 1995 to 2002, and Nominated Member of Parliament from 1994
to
1997.
Mr.
Lee
was awarded People’s Republic of China “Friendship Award” in 2007, Singapore
National Day - The Distinguished Service Order Award in 2006, and Singapore
National Day - The Public Service Star Award in 1998.
Save
as
disclosed in the above, Mr. Lee has not held any directorship in public
listed
companies or other major appointment in the past 3 years preceding the
Latest
Practicable Date nor has he any relationship with any directors, senior
management or substantial or controlling shareholders of the Company. As
at the
Latest Practicable Date, Mr. Lee does not have, and is not deemed to have,
any
interests in any shares or underlying shares of the Company within the
meaning
of Part XV of the SFO.
As
at the
Latest Practicable Date, there is no service contract between the Company
and
Mr. Lee in respect of the aforesaid appointment and Mr. Lee is not entitled
to
any remuneration of the Company, which is equal treatment as compared with
other
non-executive Directors (excluding independent non-executive Directors).
Pursuant to the Articles of Association, Mr. Lee will hold office until
the next
annual general meeting of the Company and will be eligible for re-election
at
the meeting.
Save
as
disclosed in this notice, the Board is not aware of any matters in relation
to
the appointment of Mr. Lee which are required to be disclosed pursuant
to Rules
13.51(2)(h) to (v) of the Listing Rules and any other matter that need
to be
brought to the attention of the shareholders of the Company.
-5-
Mr.
Chew Choon Seng
Mr.
Chew
Choon Seng, aged 61, graduated with a Master of Science degree in Operations
Research and Management Studies from Imperial College of Science and Technology,
University of London, United Kingdom and a Bachelor of Engineering degree
(1st
Class Honours) from the University of Singapore, Singapore. Mr. Chew was
appointed director of Singapore Airlines Limited (a company listed on the
Singapore Stock Exchange) on 5 March 2003 and became its Chief Executive
Officer
on 9 June 2003. He joined Singapore Airlines Limited in 1972 and has held
senior
assignments in Tokyo, Rome, Sydney, Los Angeles and London, and has headed
the
planning, marketing, and finance divisions at corporate headquarters. Before
becoming Chief Executive Officer, he was Senior Executive Vice-President
for
administration, covering finance, treasury, corporate planning, human resources
and legal and corporate affairs.
Mr.
Chew
is also currently the Deputy Chairman of SIA Engineering Limited, Deputy
Chairman of Singapore Airport Terminal Services Limited, director of Government
of Singapore Investment Corporation Pte Ltd, and director of Singapore
Exchange
Ltd.
Mr.
Chew
was also Chairman of the Board of Governors of the International Air Transport
Association and was also Chairman of Singapore Aircraft Leasing Enterprise
Pte
Ltd, member, Board of Governors of Singapore International Foundation,
director
of Virgin Atlantic Limited, director of Virgin Atlantic Airways Limited,
and
director of Virgin Travel Group Limited.
Save
as
disclosed in the above, Mr. Chew has not held any directorship in public
listed
companies or other major appointment in the past 3 years preceding the
Latest
Practicable Date nor has he any relationship with any directors, senior
management or substantial or controlling shareholders of the Company. As
at the
Latest Practicable Date, Mr. Chew does not have, and is not deemed to have,
any
interests in any shares or underlying shares of the Company within the
meaning
of Part XV of the SFO.
As
at the
Latest Practicable Date, there is no service contract between the Company
and
Mr. Chew in respect of the aforesaid appointment and Mr. Chew is not entitled
to
any remuneration of the Company, which is equal treatment as compared with
other
non-executive Directors (excluding independent non-executive Directors).
Pursuant to the Articles of Association, Mr. Chew will hold office until
the
next annual general meeting of the Company and will be eligible for re-election
at the meeting.
Save
as
disclosed in this notice, the Board is not aware of any matters in relation
to
the appointment of Mr. Chew which are required to be disclosed pursuant
to Rules
13.51(2)(h) to (v) of the Listing Rules and any other matter that need
to be
brought to the attention of the shareholders of the Company.
-6-