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.
|
China Eastern Airlines Corporation
Limited
(Registrant)
|
||
| Date November 27, 2007 | By /s/ Li Fenghua | |
|
Name:
Li Fenghua
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.
(A
joint stock limited company incorporated in the People’s Republic of China with
limited liability)
(Stock
code: 670)
EXTRAORDINARY
GENERAL MEETING
ATTENDANCE
SLIP
To:
China
Eastern Airlines Corporation Limited (the “Company”)
I/We
intend to attend the Company’s extraordinary general meeting to 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, personally/by appointing a proxy.
|
Name
|
|
|
Number
of A/H Shares Held
|
|
|
IC/Passport
Number
|
|
|
Shareholder’s
Number
|
|
|
Correspondence
Address
|
|
|
Telephone
Number
|
Signature(s):
_____________________________________ Date:
________________
Note:
|
1.
|
Please
print your full name in English as well as in Chinese (as registered
in
the register of members).
|
|
2.
|
Please
attach a photocopy of the relevant page(s) in your IC/Passport
showing
your name and your photo.
|
|
3.
|
Please
attach a photocopy of the documents certifying your
shareholding.
|
|
4.
|
As
for items “personally/by appointing a proxy”, “A/H Shares” and
“IC/Passport number(s)”, please delete as
appropriate.
|
|
5.
|
This
slip must be completed and signed, and be received by the Company
at its
place of business at No. 2550 Hongqiao Road, Shanghai, the
People’s
Republic of China 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). The slip must be addressed for
the attention
of the Office of the Secretary of the Board of
Directors.
|
The
slip
can be sent to the Company by way of personal delivery, by mail (zip
code:
200335) or by fax (fax number: +86 21 62686116).
(A
joint stock limited company incorporated in the People’s Republic of China with
limited liability)
(Stock
code: 670)
Proxy
Form for the Extraordinary General Meeting to be held on Tuesday, 8 January
2008
I/We
______________________________________________________________________________________________________________________
(Note
1),
“A”/“H”
Shares shareholder account number (if applicable): address:
__________________________________________________________________ (Note
1),
hold
________________________ “A” / “H” Shares (Note
2) of
China
Eastern Airlines Corporation Limited (the “Company”) and hereby entrust the
chairman of
the
Extraordinary General Meeting or Mr/Ms.
______________________________________________________________________________________________
of
_________________________________________________________________________________________________________________________
(Note
3),
to
represent me/us to attend the Extraordinary General Meeting of the Company
to be
held at Meeting Centre, Shanghai Homeyo Hotel (上海航友賓館),
2550
Hongqiao Road, Shanghai, the People’s Republic of China, Shanghai, the People’s
Republic of China, at 1:30 p.m. on Tuesday, 8 January 2008 or any adjournment
thereof (the “EGM”)
and
vote on behalf of me/us according to the following instructions upon
the
proposed resolutions as listed in the Company’s Notice of Extraordinary General
Meeting (“Notice”).
In the
absence of any instruction on any particular matter, the proxy shall
exercise
his/her discretion as to whether, and if so how, he/she votes.
|
Note:
|
Shareholders
should read the contents of the relevant resolutions contained
in the
Notice carefully before exercising your vote on the resolutions
below.
Capitalized terms defined herein should have the same meaning
as ascribed
to them in the Notice.
|
|
SPECIAL
RESOLUTIONS
|
AGREE
(Note
4)
|
DISAGREE
(Note
4)
|
|
|
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.
|
||
|
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.
|
||
|
ORDINARY
RESOLUTIONS
|
AGREE
(Note
4)
|
DISAGREE
(Note
4)
|
|
|
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.
|
||
|
5.
|
(i)
THAT,
conditional upon and with effect from simultaneous completion
of the
Investor Subscriptions and the CEA Holding Subscription, the
appointment
of Mr. Stephen Lee Ching Yen as a new non-executive Director
be
approved.
|
||
|
(ii)
THAT,
conditional upon and with effect from simultaneous completion
of the
Investor Subscriptions and the CEA Holding Subscription, the
appointment
of Mr. Chew Choon Seng as a new non-executive Director be
approved.
|
|||
|
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.
|
Signature(s):
_____________________________________________________ Date:
_______________________________________
Notes:
|
1.
|
Please
print your full name and address in English as well as in Chinese
(as
registered in the register of
members).
|
|
2.
|
Please
delete as appropriate and fill in the number of shares registered
in your
name(s). If such number is not provided, this proxy form will
be deemed to
relate to all the shares registered in your
name(s).
|
|
3.
|
If
you wish to appoint someone other than the chairman of the
EGM, please
delete the words “the chairman of the Extraordinary General Meeting or”
and fill in the name and address of the proxy as appointed
by you in the
space provided. A shareholder can appoint one or more proxies
for the
purpose of attending the meeting and the proxy/proxies do(es)
not have to
be the Company’s shareholder(s). Any changes on this proxy form must be
duly authenticated by the signature of the shareholder signing
this proxy
form.
|
|
4.
|
IMPORTANT:
If
you would like to vote for the resolution, please put a tick
(“_”)
in the appropriate box marked “Agree”.
If you would like to vote against the resolution, please put
a
cross
(“X”)
in the box marked “Disagree”.
In the absence of any instruction, the proxy may vote at his/her
discretion.
|
|
5.
|
In
the event that the shareholder appointing a proxy is a company
or an
institution, the proxy form must bear the company chop of that
company or
institution.
|
|
6.
|
This
proxy form must be duly signed by the appointer or his attorney.
If this
proxy form is signed by an attorney of the appointer, the power
of
attorney authorising that attorney to sign (or other documents
of
authorisation) must be notarially certified. For 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 holders
of H Shares,
the aforementioned documents must be delivered to Hong Kong
Registrars
Limited, the Company’s H Share registrar at Rooms 1712-1716, 17th Floor,
Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong within the same
time in order for such documents to be considered
valid.
|
|
7.
|
If
more than one proxy have been appointed by any shareholders
of the
Company, such proxies shall not vote at the same
time.
|
|
8.
|
If
a
proxy attends the EGM, appropriate identification documents
must be
produced.
|