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 February 2009
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 ¨ 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): ¨
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): ¨
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: ¨ 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
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(Registrant)
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Date
February 10,
2009
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By
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/s/ Luo Zhuping
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Name:
Luo Zhuping
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Title:
Company
Secretary
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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.
THIS
SUPPLEMENTAL CIRCULAR IS IMPORTANT AND REQUIRES YOUR
IMMEDIATE ATTENTION
If you are in any
doubt as to any aspect of this supplemental circular, you should consult
a stockbroker 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 China Eastern Airlines Corporation
Limited, you should at once hand this supplemental circular to the purchaser or
the transferee or to the bank, licensed securities dealer or other agent through
whom the sale or transfer was effected for transmission to the purchaser or the
transferee.
Hong
Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited
take no responsibility for the contents of this supplemental circular, make no
representation as to its accuracy or completeness and expressly disclaim any
liability whatsoever for any loss howsoever arising from or in reliance upon the
whole or any part of the contents of this supplemental circular.
(A
joint stock limited company incorporated in the People’s Republic of China with
limited liability)
(Stock
code: 670)
SUPPLEMENTAL
CIRCULAR
TO
THE CIRCULAR DATED 8 JANUARY 2009
RELATING
TO
(1)
NEW RESOLUTIONS TO BE APPROVED
AT
THE EXTRAORDINARY GENERAL MEETING
ON
26 FEBRUARY 2009
AND
(2)
CHANGE OF VENUE OF THE MEETINGS
Financial
Adviser
Independent
financial adviser to the independent board committee and
independent
shareholders of China Eastern Airlines Corporation Limited
This
supplemental circular should be read together with the circular of China Eastern
Airlines Corporation Limited (the “Company”) dated 8 January 2009
(the “Circular”). The
notice of extraordinary general meeting of the Company to be held at 2:00 p.m.
on 26 February 2009 (the “EGM”) is set out on page 51 of
the Circular (the “Notice of
EGM”).
Whether or
not you intend to attend the EGM or the respective class meetings of the
Company, you are requested to complete and return the new proxy form in accordance
with the instructions thereon and return it to Hong Kong Registrars Limited at
Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai,
Hong Kong, as soon as possible and in any event not later than 24 hours before
the time appointed for holding such meetings or any adjournment
thereof.
Completion
and return of the new proxy form will not
preclude you from attending and voting at the EGM and the respective class
meetings of the Company or at any adjourned meeting should you so
wish.
10
February 2009
DEFINITIONS
In
this supplemental circular, unless the context otherwise requires, the following
expressions have the following meanings:
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“A
Shares”
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means
the ordinary shares issued by the Company, with a RMB denominated par
value of RMB1.00 each, which are subscribed for and paid up in RMB and are
listed on the Shanghai Stock Exchange;
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“A
Share Subscription”
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means
the subscription of new A Shares by CEA Holding as more particularly
described in the Circular;
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“A
Shareholders Class Meeting”
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means
the shareholders’ meeting to be convened for the holders of A Shares at
Shanghai International Airport Hotel 上海國際機場賓館,
2550 Hongqiao Road, Shanghai, PRC on Thursday, 26 February 2009, or any
adjournment thereof;
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“Articles
of Association”
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means
the articles of association of the Company;
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“Board”
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means
the board of directors of the Company;
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“CEA
Holding”
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means
中國東方航空集團公司
(China Eastern Air Holding Company), a wholly PRC state-owned enterprise
and the controlling shareholder of the Company holding approximately
59.67% of its issued share capital as at the date of this supplemental
circular;
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“CES
Global”
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means
東航國際控股(香港)有限公司
(CES Global Holdings (Hong Kong) Limited), a company incorporated under
the laws of Hong Kong, and an indirectly wholly owned subsidiary of CEA
Holding;
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“Circular”
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means
the circular of the Company dated 8 January 2009 in respect of matters to
be considered at the EGM and the respective class
meetings;
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“Closing
Time”
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means
24 hours before the time appointed for holding the EGM
or any adjournment thereof;
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DEFINITIONS
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“Company”
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means
中國東方航空股份有限公司
(China Eastern Airlines Corporation Limited), a joint stock limited
company incorporated in the PRC with limited liability, whose H Shares, A
Shares and American depositary shares are listed on the Stock Exchange,
the Shanghai Stock Exchange and the New York Stock Exchange, Inc.,
respectively;
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“controlling
shareholder”
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has
the meaning ascribed thereto under the Listing Rules;
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“CSRC”
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means
the China Securities Regulatory Commission;
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“Directors”
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means
the directors of the Company;
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“EGM”
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means
the extraordinary general meeting of the Company to be held on Thursday,
26 February 2009;
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“H
Shares”
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means
the ordinary shares issued by the Company, with a RMB denominated par
value of RMB1.00 each, which are subscribed for and paid up in a currency
other than RMB and are listed on the Stock Exchange;
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“H
Share Subscription”
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means
the subscription of new H Shares by CES Global as more particularly
described in the Circular;
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“H
Shareholders Class Meeting”
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means
the shareholders’ meeting to be convened for the holders of H Shares at
Shanghai International Airport Hotel 上海國際機場賓館,
2550 Hongqiao Road, Shanghai, PRC on Thursday, 26 February 2009, or any
adjournment thereof;
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“Hong
Kong”
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means
the Hong Kong Special Administrative Region of the PRC;
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“Listing
Rules”
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means
the Rules Governing the Listing of Securities on The Stock Exchange of
Hong Kong Limited;
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“PRC”
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means
the People’s Republic of China;
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“RMB”
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means
Renminbi, the lawful currency of the PRC;
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“Stock
Exchange”
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means
The Stock Exchange of Hong Kong Limited; and
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“Subscriptions”
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means
the A Share Subscription and the H Share Subscription, and “Subscription”
refers to each of them.
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(A
joint stock limited company incorporated in the People’s Republic of China with
limited liability)
(Stock
code: 670)
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Directors:
Liu
Shaoyong (Chairman)
Li
Jun (Vice
Chairman)
Ma
Xulun (President)
Luo
Chaogeng
Luo
Zhuping (Company
Secretary)
Independent
non-executive Directors:
Hu
Honggao
Peter
Lok
Wu
Baiwang
Zhou
Ruijin
Xie
Rong
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Legal
address:
66
Airport Street
Pudong
International Airport
Shanghai
PRC
Office
address:
2550
Hongqiao Road
Shanghai
PRC
Principal
place of business in Hong Kong:
5th
Floor, McDonald’s Building
48
Yee Wo Street
Hong
Kong
Hong
Kong share registrar and transfer office:
Hong
Kong Registrars Limited
Rooms
1712-1716
17th
Floor Hopewell Centre
183
Wanchai Queen’s Road East
Hong
Kong
10
February 2009
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To
the shareholders of the Company
Dear Sir
or Madam,
SUPPLEMENTAL
CIRCULAR
TO
THE CIRCULAR DATED 8 JANUARY 2009
RELATING
TO
(1)
NEW RESOLUTIONS TO BE APPROVED
AT
THE EXTRAORDINARY GENERAL MEETING
ON
26 FEBRUARY 2009
AND
(2)
CHANGE OF VENUE OF THE MEETINGS
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1.
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INTRODUCTION
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This
supplemental circular should be read together with the Circular which contains,
inter alia, information on the subscriptions of new A Shares and new H Shares by
CEA Holding and CES Global respectively. The purpose of this supplemental
circular is to give you
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further
information relating to the new resolutions to be proposed at the EGM and
details of the change of venue of the EGM and respective class meetings. Save
for the inclusion of the new resolutions and change of the venue of the EGM and
respective class meetings as set out in this supplemental circular, all
information and contents set out in the Circular and the respective notices of
EGM and H Shareholders Class Meetings remain unchanged.
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2.
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NEW
RESOLUTIONS TO BE APPROVED AT THE
EGM
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In order
to satisfy the requirements of CSRC in relation to the proposed Subscriptions
and in accordance with the PRC Company Law, the PRC Securities Law, applicable
PRC rules and regulations and the Articles of Association, the Board has
formulated the Procedure Rules
for the Shareholders Meetings of the Company (中國東方航空股份有限公司股東大會議事規則) (the “Procedure Rules for the Shareholders
Meetings”), the Procedure Rules for the Board
Meetings of the Company (中國東方航空股份有限公司董事會議事規則) (the “Procedure Rules for the Board
Meetings”) and the supervisory committee of the Company has formulated
the Procedure Rules for the
Meetings of Supervisory Committee of the Company (中國東方航空股份有限公司監事會議事規則) (the “Procedure Rules for the Supervisory
Committee Meetings”) respectively (collectively the “Procedure Rules”). Details of
the Procedure Rules are set out below and more particularly, in the Overseas
Regulatory Announcements of the Company published on the website of the Stock
Exchange on 10 February 2009 respectively.
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•
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The
Procedure Rules for the Shareholders
Meetings
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The
Procedure Rules for the Shareholders Meetings has set forth, inter alia, the
powers, the composition, the convening, the approach of proposing resolutions,
the notice, the holding, the votes and resolutions and the enforcement of
resolutions of the shareholders meeting of the Company.
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•
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The
Procedure Rules for the Board
Meetings
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The
Procedure Rules for the Board Meetings has set forth, inter alia, the
obligations, the composition and the powers of the Board, and the convening, the
notice, the holding, the votes and resolutions, the minutes and the
announcements of the Board meetings.
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•
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The
Procedure Rules for the Supervisory Committee
Meetings
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The
Procedure Rules for the Supervisory Committee Meetings has set forth, inter
alia, the composition, the powers and obligations and the meetings of the
supervisory committee of the Company.
Subsequent
to the despatch of the Circular, the Company has received from CEA Holding, the
controlling shareholder of the Company, notice of their intention to propose
resolutions for the consideration and approval of the Procedure Rules at the
EGM. The
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proposed
resolutions will be included in the Notice of EGM as newly added ordinary
resolutions numbered 10, 11 and 12 for approval by the shareholders of the
Company by way of ordinary resolutions at the EGM.
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“10.
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THAT, the Procedure
Rules for the Shareholders Meetings of China Eastern Airlines Corporation
Limited《中國東方航空股份有限公司股東大會議事規則》be
and is hereby approved, ratified and confirmed. Details of the aforesaid
procedure rules were contained in the Overseas Regulatory Announcement of
the Company published on the website of the Stock Exchange on 10 February
2009.
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11.
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THAT, the Procedure
Rules for the Board Meetings of China Eastern Airlines Corporation
Limited《中國東方航空股份有限公司董事會議事規則》be
and is hereby approved, ratified and confirmed. Details of the aforesaid
procedure rules were contained in the Overseas Regulatory Announcement of
the Company published on the website of the Stock Exchange on 10 February
2009.
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12.
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THAT, the Procedure
Rules for the Meetings of Supervisory Committee of China Eastern Airlines
Corporation Limited《中國東方航空股份有限公司監事會議事規則》be
and is hereby approved, ratified and confirmed. Details of the aforesaid
procedure rules were contained in the Overseas Regulatory Announcement of
the Company published on the website of the Stock Exchange on 10 February
2009.”
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3.
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CHANGE
OF VENUE OF THE MEETINGS
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Further,
the Company wishes to change the venue of the EGM, the H Shareholders Class
Meeting and the A Shareholders Class Meeting from Meeting Center, Shanghai
Homeyo Hotel 上海航友賓館,
2550 Hongqiao Road, Shanghai, PRC to Shanghai International Airport Hotel 上海國際機場賓館,
2550 Hongqiao Road, Shanghai, PRC.
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4.
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NEW
PROXY FORM
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Since the
proxy form for the EGM (the “Old Proxy Form”) sent together
with the Circular does not contain the newly added resolutions numbered 10, 11
and 12 to be approved at the EGM, a new proxy form for the EGM (the “New Proxy Form”) has been
prepared and is enclosed with this supplemental circular.
You are
requested to complete and return the New Proxy Form in accordance with the
instructions printed thereon to Hong Kong Registrars Limited (with address shown
on the cover page of this supplemental circular) as soon as possible and in any
event not later than the Closing Time.
A
shareholder who has not yet lodged the Old Proxy Form with the Company’s
registrar is requested to lodge the New Proxy Form if he or she wishes to
appoint proxies to attend the EGM on his or her behalf. In this case, the Old
Proxy Form should not be lodged with the
Company’s registrar.
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A
shareholder who has already lodged the Old Proxy Form with the Company’s
registrar should note that:
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(i)
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If no New Proxy Form is lodged
with the Company’s registrar, the Old Proxy Form will be treated as a
valid proxy form lodged by him or her if correctly completed. The
proxy so appointed by the shareholder will be entitled to vote at his or
her discretion or to abstain on any resolution properly put to the EGM
other than those referred to in the Notice of EGM and the Old Proxy Form,
including the newly added resolutions as set out in this supplemental
circular.
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(ii)
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If the New Proxy Form is lodged
with the Company’s registrar before the Closing Time, the New Proxy Form
will revoke and supersede the Old Proxy Form previously lodged by him or
her. The New Proxy Form will be treated as a valid proxy form lodged by
the shareholder if correctly
completed.
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(iii)
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If the New Proxy Form is lodged
with the Company’s registrar after the Closing Time, the New Proxy Form
will be invalid. However, it will revoke the Old Proxy Form previously
lodged by the shareholder, and any vote that may be cast by the purported
proxy (whether appointed under the Old Proxy Form or the New Proxy Form)
will not be counted in any poll which may be taken on a proposed
resolution. Accordingly, shareholders are advised not to lodge the New Proxy Form
after the Closing Time. If such shareholders wish to vote at the
EGM, they will have to attend in person and vote at the EGM themselves.
Shareholders are reminded that completion and delivery of the Old Proxy
Form and/or the New Proxy Form will not preclude shareholders from
attending and voting in person at the EGM and the respective class
meetings or at any adjourned meeting should they so
wish.
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By
order of the Board
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中國東方航空股份有限公司
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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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