|
China
Eastern Airlines Corporation Limited
|
||
|
(Registrant)
|
||
|
Date
November 26, 2007
|
By
|
/s/
Li Fenghua
|
|
Name:
Li Fenghua
|
||
|
Title:
Chairman of the Board of Directors
|
||
|
Stock
Code: 600115
|
Stock
Name: CHINA EAST AIR
|
Serial
No.: Lin 2007-031
|
| 1. |
Convener
of the meeting: the Board of the
Company
|
| 2. |
Time
of the meeting: 1:30 p.m. on Tuesday, 8 January 2008, expected to
last for
1/2 day.
|
| 3. | Venue of the meeting: Meeting Centre, Shanghai Homeyo Hotel (上海緖友猭曘), 2550 Hongqiao Road, Shanghai, the People’s Republic of China (situated at the South-Eastern side of Hongqiao International Airport). |
| 4. | Manner for holding the Meeting: on-the-spot voting by shareholders in attendance and shareholders’ representatives. |
| 1. |
THAT,
conditional upon (i) the approval of this resolution by the holders
of A
Shares at A Shareholders Class Meeting and by the holders of H
Shares at
the H Shareholders Class Meeting and (ii) the approval being obtained for
the China
Eastern Air Holding Company (“CEA Holding”) subscription (please refer to
resolution no. 4 for details), the
terms and conditions of the Subscription Agreement entered into
between
the Company, Singapore Airlines Limited and Temasek (“Temasek” refers to
Lentor Investments Pte. Ltd., an indirect, wholly-owned subsidiary
of
Temasek
Holdings (Private) Limited) be considered and confirmed, and THAT
the Company, at the price of HK$3.80 per share, issues 1,235,005,263
and
649,426,737 new H shares (with a par value of RMB1.00 each) to
Singapore
Airlines Limited and Temasek, respectively, on the basis of the
closing
price of the H shares of the Company on the trading day before
the signing
of the heads of agreement (that is, the closing price of HK$3.73
per share
on 21 May 2007) be considered and confirmed; and the Company enters
into a
relevant subscription agreement with Singapore Airlines Limited
and
Temasek, pursuant to which the shares they subscribe for shall
not be
transferred for a period of three years commencing from the date
of
completion of the share issue (provided that any transfer by Temasek
to
its wholly-owned subsidiary or Singapore Airlines Limited will
not be
subject to this restriction, and that if the Company or CEA Holding
is in
material breach of any major obligations under the subscription
agreement
and the shareholders agreement, the three-year transfer restrictions
will
cease to apply to Singapore Airlines Limited and Temasek as well
as CEA
Holding), and THAT this resolution, once passed, will be effective
for
twelve months commencing from the date on which it is approved
by the
general meeting of the
Company.
|
| 2. |
THAT,
conditional upon (i) the approval of this resolution by the holders
of A
Shares at A Shareholders Class Meeting and by the holders of H
Shares at
the H Shareholders Class Meeting and (ii) the approval being obtained
for
the CEA
Holding subscription (please refer to resolution no. 4 for
details),
the terms and conditions of the Subscription Agreement entered
into
between the Company and CEA Holding be considered and confirmed,
and THAT
the Company, at the price of HK$3.80 per share, issues 1,100,418,000
new H
shares (with a par value of RMB1.00 each) to CEA Holding on the
basis of
the closing price of the H shares of the Company on the trading
day before
the signing of the heads of agreement (that is the closing price
of
HK$3.73 per share on 21 May 2007) be considered and confirmed;
and the
Company enters into a relevant subscription agreement with CEA
Holding be
considered and confirmed, and THAT this resolution, once passed,
will be
effective for twelve months commencing from the date on which it
is
approved by the general meeting of the Company.
|
| 3. |
THAT
the resolution to amend the relevant provisions of the Articles of
Association of the Company in respect of the placing of new H Shares
and
in compliance with the relevant amended laws and regulations be approved.
(Please refer to the Proposal on Amendments to Articles of Association
as
published on Shanghai Securities News and on the Shanghai Stock Exchange
website (http://www.sse.com.cn)
on 9 November 2007. Should the amendments to the Articles of Association
be approved by the shareholders’ meeting, the placing of new H Shares to
Singapore
Airlines Limited, Temasek and CEA Holding shall still be subject
to the
same being approved by the general meeting and class meetings by
way of
poll, the approval being granted by the China Securities Regulatory
Commission and the completion of settlement according to the relevant
subscription agreement.
|
| 4. |
THAT,
for the purposes of Chapter 14A of the Listing Rules concerning connected
transactions 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.
|
| 5. |
THAT,
the nomination of Mr. Chew Choon Seng and Mr. Stephen Lee Ching Yen
by
Singapore
Airlines Limited
as
the non-executive directors of the fifth Board be approved. (Profiles
of
the above proposed directors are published on the Shanghai Securities
News
and on the Shanghai Stock Exchange website (http://www.sse.com.cn)
on 9 November 2007); Should the above candidates for directors be
elected
and approved by the shareholders’ meeting, their appointments shall still
be subject to the placing of new H Shares to Singapore Airlines Limited,
Temasek and CEA Holding being approved by the general meeting and
class
meetings by way of poll, the approval being granted by the China
Securities Regulatory Commission and the completion of settlement
according to the relevant subscription
agreement.
|
| 6. |
THAT,
the proposal for purchasing liability insurance for Directors and
senior
officers of the Company be approved. (Details of the above resolutions
can
be referred to on the Notice of the Resolutions Passed at the Board
Meeting published on Shanghai Securities News and on the Shanghai
Stock
Exchange website (http://www.sse.com.cn)
on 29 October 2007.)
|
| 1 、 |
All
Shareholders registered in the register of members of the Company
as
maintained by China Securities Registration and Clearing Corporation
Limited, Shanghai Branch after the close of trading of the Shanghai
Stock
Exchange on 7 December 2007 (Friday) are entitled to attend the meeting
after completing the registration procedures. (Separate notice will
be
issued to overseas shareholders)
|
| 2 、 |
Eligible
shareholders who are unable to attend the meeting are entitled to
appoint
representatives to attend on his behalf. The proxy needs not be a
member
of the Company. The instrument of proxy is attached herewith as Appendix
II “Proxy Form for the Extraordinary General
Meeting”.
|
| 1. |
Register
by facsimile: Shareholders who intend to attend the First A Shareholders
Class Meeting of 2008 of the Company shall sent back the reply slip
for
the meeting and related documents by fax to the Company during 9a.m.
to
4p.m. on 18 December 2007. Please see Attachment I : “Reply Slip for the
Meeting” for the reply slip. Fax no.: 021-6268
6116
|
| 2. |
Register
by mail: Shareholders who intend to attend the First A Shareholders
Class
Meeting of 2008 of the Company shall sent back the reply slip for
the
meeting and related documents by mail to the Company during the period
from 12 December to 18 December 2007. Time of delivery is determined
by
reference to mail chop. Please see Attachment I : “Reply Slip for the
Meeting” for the reply slip. Mail address : The
Secretariat of the Board of China
Eastern Airlines Corporation Limited,
2550 Hongqiao Road, Shanghai, the People’s Republic of China. Postal code:
200335 (Shareholders are reminded to provide their detailed addresses
for
the Company to send written
replies.)
|
| 3. |
Upon
receipt of the abovementioned documents, the Company will proceed
to
complete the registration procedure for the meeting and send out
voting
slips to the shareholders by fax or by mail. The Company invite all
of its
shareholders to express their opinions on the businesses to be considered
on the meeting.
|
| 1. |
Contact
address: The Secretariat of the Board of China
Eastern Airlines Corporation Limited,
2550 Hongqiao Road (Dong Hong Ji Guan Building No. 1, Hong Gang Three
Road, Hong Qiao Airport), Shanghai, the People’s Republic of
China
|
| 2. |
Contact
phone no.: 021-6268
6268-30923/30925
|
| 3. |
Contact
fax no.: 021-62686116
|
| 4. |
Expenses
incurred: The
shareholders attending the meeting will not receive any gifts or
securities of value. Shareholders and proxies appointed shall be
responsible for their own traveling and accommodation
expenses.
|
|
Name
|
|
|
Identity
No.
|
|
|
Correspondence
Address
|
|
|
Contact
Phone No.
|
|
|
Shareholder
Account No.
|
|
|
Number
of Shares Held
|
|
1.
|
Please
complete in BLOCK letters.
|
|
2.
|
For
personal shareholders, please attach a copy for each of the identity
card
and share account. For corporate shareholders, please attaché a copy for
each of the business license, share account and the identity card(s)
of
the representative(s) of the shareholders appointed to attend the
meeting.
|
|
3.
|
For
shareholders who attend by proxies, please complete the Letter For
The
Appointment of Proxy (see Attachment II).
|
|
|
Agree
|
Disagree
|
|||
|
Special
Resolutions
|
|||||
|
1
|
That,
the placing of new shares to Singapore
Airlines Limited and Temasek be approved.
|
||||
|
2
|
That,
the placing of new shares to China
Eastern Air
Holding
Company be
approved.
|
||||
|
3
|
That,
the Proposal for the Amendments of the Articles of Association be
approved.
|
||||
|
Ordinary
Resolutions
|
|||||
|
4
|
That,
for the purposes of Chapter 14A of the Listing Rules concerning connected
transactions 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.
|
||||
|
5
|
That,
the nomination of Mr. Chew Choon Seng and Mr. Stephen Lee Ching Yen
by
Singapore
Airlines Limited
as
the non-executive directors of the fifth Board be
approved.
|
||||
|
6
|
That,
the proposal for purchasing liability insurance for Directors and
senior
officers of the Company be approved.
|