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
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Shanghai,
China 200335
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|
(Address
of principal executive
offices)
|
ndicate 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
|
|||||
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(Registrant)
|
|||||
| Date |
February 26, 2009
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By
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/s/ Luo Zhuping | ||
| Name: Luo Zhuping | |||||
| Title: Company Secretary | |||||
|
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.
|
Hong Kong Exchanges and Clearing Limited
and The Stock Exchange of Hong Kong Limited take no responsibility for the
contents of this announcement, 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
announcement.
(A joint stock limited company
incorporated in the People’s Republic of China with limited
liability)
(Stock code: 670)
RESULTS OF THE SHAREHOLDERS’ MEETINGS
HELD ON 26 FEBRUARY
2009
|
The Board announces the results of
the EGM and the H Shareholders Class Meeting held in Shanghai, the PRC on
Thursday, 26 February 2009.
|
Reference is made to (1) the circular
dated 8 January 2009 (the “Circular”) of China Eastern Airlines Corporation
Limited (the “Company”) containing, among others, the notices
dated 8 January 2009 of the extraordinary general meeting (the “EGM”) and the class meeting of holders of H
shares of the Company (the “H Shareholders
Class
Meeting”) to be held on 26 February 2009; (2)
the supplemental circular to the Circular dated 10 February 2009 (the
“Supplemental
Circular”); and (3) the further notice of the EGM
and the H Shareholders Class Meeting dated 10 February 2009 (the “Further Notice”).
Unless the context otherwise requires,
capitalised terms used in the Circular and the Supplemental Circular shall have
the same meanings when used in this announcement.
RESULTS OF EGM
The EGM was held at Shanghai
International Airport Hotel 上海國際機場賓館 , 2550 Hongqiao Road, Shanghai, the PRC
on Thursday, 26 February 2009. Shareholders representing 3,281,220,559 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.
As mentioned in the notice of the EGM
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, 2 and 4 and Ordinary Resolutions Nos. 7 and 9 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, 2 and 4
and Ordinary Resolutions Nos. 7 and 9 proposed for approval at the EGM, and
shareholders representing 377,220,559 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 Resolutions Nos. 3 and 5 and
Ordinary Resolutions Nos. 6, 8, 10, 11 and 12 proposed for
approval at the EGM, and shareholders representing 3,281,220,559 shares out of
such 4,866,950,000 shares were present at the EGM, in person or by proxy, to
vote in respect of Special Resolutions Nos. 3 and 5 and Ordinary Resolutions Nos. 6 and 8 and shareholders
representing 3,190,483,059 shares out of such 4,866,950,000 shares were present
at the EGM, in person or by proxy, to vote in respect of Ordinary Resolutions
Nos. 10, 11 and 12.
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 by poll. PricewaterhouseCoopers, the auditors of the Company,
were 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 Further
Notice. The poll results in respect of the resolutions proposed for approval at
the EGM were set out as follows:
1
|
Total number of shares
represented by votes
(Approximate % *)
|
||||||
|
For
|
Against
|
Abstain
|
||||
|
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;
(ii) the passing of the special
resolution in relation to the approval of the H Share Subscription as
further described in Resolution No.2 below; and
(iii) the passing of the resolutions in
relation to the approval of the H Share Subscription 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 as further described in the respective class
meeting notices,
the
following aspects in relation to the A Share Subscription be and are
hereby approved, ratified and confirmed:
|
|||||
|
(1) Class
of shares to be issued and the nominal
value:
|
A Shares with par value of RMB
1.00 each;
|
376,196,551
(99.7285%)
|
494,394
(0.1311%)
|
529,614
(0.1404%)
|
||
|
(2) Method of
issue:
|
Non public
offering;
|
376,096,451
(99.7020%)
|
594,404
(0.1576%)
|
529,704
(0.1404%)
|
||
|
(3) Number of shares to be
issued:
|
1,437,375,000 A
Shares;
|
376,091,451
(99.7007%)
|
599,394
(0.1589%)
|
529,714
(0.1404%)
|
||
|
(4) Target subscriber and method of
subscription:
|
CEA Holding. The subscription
price shall be paid in cash;
|
376,081,451
(99.6980%)
|
609,394
(0.1615%)
|
529,714
(0.1404%)
|
||
2
|
(5) Date of determination of the subscription price, the
subscription price
and basis of the determination of the subscription
price:
|
RMB3.87 per A Share. The total
subscription price is
RMB5,562,641,250. The subscription price is
determined by reference to the average trading price of A Shares during
the Fixed Price Period, which represents not less than 90% to such average
trading price of A Shares. The average trading price of A Shares during
the Fixed Price
Period is the total turnover of A Shares during the Fixed Price Period
divided by the total trading volume of A Shares during the Fixed Price
Period. The Fixed Price Period means the 20 trading days ending on the
date immediately preceding 30 December 2008. The subscription price
is substantially higher than the net assets value per share of the Company
as at 30 June 2008 (unaudited). The subscription price will be adjusted
accordingly if there is any rights issue or declaration of dividend
occurred between 30 December 2008 and the
date of issuance of the new A Shares;
|
376,001,451
(99.6768%)
|
689,404
(0.1828%)
|
529,704
(0.1404%)
|
|
|
(6) Lock-up period
arrangement:
|
The new A Shares CEA Holding has
subscribed for shall not be disposed within 36 months from the date of the completion of the A
Share Subscription;
|
376,087,551
(99.6996%)
|
593,294
(0.1573%)
|
539,714
(0.1431%)
|
|
|
(7) Place of
listing:
|
The new A Shares shall be listed
on the Shanghai Stock Exchange;
|
376,087,551
(99.6996%)
|
593,294
(0.1573%)
|
539,714
(0.1431%)
|
|
3
|
(8) Use of
proceeds:
|
After deduction of relevant
expenses, the total proceeds are intended to be used as working capital of
the Company;
|
376,187,551
(99.7262%)
|
493,294
(0.1308%)
|
539,714
(0.1431%)
|
|
|
(9) Arrangement of retained
profits:
|
The retained profits after
completion of the A
Share Subscription will be shared among the existing and new shareholders
of the Company;
|
376,111,839
(99.7061%)
|
569,006
(0.1508%)
|
539,714
(0.1431%)
|
|
|
(10) Validity period of this
resolution:
|
Twelve months from the date of
passing of this Resolution;
and
|
376,021,839
(99.6822%)
|
659,006
(0.1747%)
|
539,714
(0.1431%)
|
|
|
(11) The terms and conditions of the
Revised A Share subscription Agreement.”
|
376,106,839
(99.7048%)
|
574,006
(0.1522%)
|
539,714
(0.1431%)
|
||
|
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;
(ii) the passing of the special
resolution in relation to the approval of the A Share Subscription as
further described in
Resolution No.1 above; and
(iii) the passing of the resolutions in
relation to the approval of the H Share Subscription 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 as further described in the
respective class meeting notices,
the terms and conditions of the
Revised H Share Subscription Agreement (including but not limited to the
issue of 1,437,375,000 new H Shares by the Company to CES Global pursuant
to the Revised H
Share Subscription Agreement) be approved, ratified and
confirmed.”
|
376,146,179
(99.7152%)
|
459,016
(0.1217%)
|
615,364
(0.1631%)
|
|
3.
|
“THAT, conditional upon and with effect
from completion of the A Share Subscription and the H Share Subscription,
the proposed
amendments of the Articles of Association as set out in Part I of Appendix
I of 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.”
|
3,280,340,875
(99.9732%)
|
444,006
(0.0135%)
|
435,678
(0.0133%)
|
4
|
4.
|
“THAT, the “Plan for the Non-public Issuance
of A Shares by China Eastern Airlines Corporation Limited 《關於公司非公開發行A股股票預案》” be and is hereby approved,
ratified and confirmed. Details of the aforesaid plan were contained in
the Overseas Regulatory Announcement of the Company published on the
website of the Stock Exchange on 29 December 2008.”
|
376,322,075
(99.7618%)
|
454,006
(0.1204%)
|
444,478
(0.1178%)
|
|
5.
|
“THAT, the Company may send or supply
Corporate Communications to its shareholders of H Shares (in relation to
whom the conditions set out below are met) by making such Corporate
Communications available on the Company’s own website, subject to
obtaining any approval, endorsement or registration as may be necessary
from the relevant authorities and the proposed amendments to the Articles
of Association as set out in Part II of Appendix I of 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 amend the relevant provisions in the Articles of
Association, 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 the Company’s proposed communication with its
shareholders of H Shares through the
Company’s website.
Conditions:
(i)
each holder of H Shares has been asked
individually by the Company to agree that the Company may send or supply
Corporate Communications generally, or the Corporate Communication in
question, to him by
means of the Company’s own website;
and
(ii) the Company has not received a
response indicating objection from the holder of H Shares
within a period of 28 days starting from the date on which the
Company’s request was
sent.
For purpose of this
Resolution,
“Corporate
Communication” means
any document issued or to be issued by the Company for the information or
action of holders of any of its securities, including but not limited to:
(a) the directors’ report, its annual accounts
together with a copy of the auditor’s report and its summary financial
report; (b) the interim report and, its summary interim report; (c) a
notice of meeting; (d) a listing document; (e) a circular; and (f) a proxy
form.”
|
3,280,329,375
(99.9728%)
|
454,006
(0.0138%)
|
437,178
(0.0133%)
|
5
|
ORDINARY
RESOLUTIONS
|
||||
|
6.
|
“THAT, that the Company satisfies the
conditions for non-public issuance of A Shares to specific placees be and
is hereby confirmed.”
|
3,280,322,075
(99.9726%)
|
464,006
(0.0141%)
|
434,478
(0.0132%)
|
|
7.
|
“THAT, conditional
upon:
(i) the passing of the special
resolution in relation to the approval of the A Share Subscription as
further described in Resolution No.1 above; and
(ii) the passing of the special
resolution in relation to the approval of the H Share Subscription as
further described in
Resolution No.2 above,
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 Revised A Share Subscription
Agreement and the Revised H Share Subscription Agreement or any matter
incidental thereto, including but not limited to:
(1) to formulate and
implement plans for
effecting the Subscriptions according to terms and conditions of the
Subscriptions and the specific circumstances at the time of issuance of
the new A Shares and the new H Shares;
(2) in the event of changes in the
policies of the relevant regulatory authorities in relation
to the Subscriptions or changes in the market conditions in the PRC, to
make appropriate adjustments to such plans as described in paragraph (1)
above;
|
376,329,375
(99.7637%)
|
454,006
(0.1204%)
|
437,178
(0.1159%)
|
6
|
(3) to the extent in compliance with
the requirements of the CSRC and other relevant regulatory
authorities, to determine the number of shares to be issued (which number
shall not exceed the number of new A Shares and the number of new H Shares
resolved to be issued in Resolution No.1 and Resolution No.2 above) and
where necessary, to enter into any
supplemental agreements (if applicable) or other relevant legal documents
with CEA Holding and/or CES Global and decide their respective effective
date;
(4) to engage intermediary
institutions including sponsors to handle the relevant application issues arising
from the Subscriptions in accordance with the policies of relevant
governing authorities;
(5) to make consequential amendments
to the relevant provisions in the Articles of Association and to handle
relevant registration, lock-up and application for
listing of the new A Shares with Shanghai Stock Exchange and Shanghai
branch of China Securities Depository and Clearing Corporation Limited and
the relevant registration and application for listing of the new H Shares
with The Stock Exchange of Hong Kong
Limited;
(6)
to make adjustments
to the use of funds being raised from the Subscriptions according to the
requirements of the relevant regulatory authorities and the actual
circumstances of the securities market;
(7) to the extent permitted by applicable laws,
regulations, relevant constitutional documents as well as the Articles of
Association, to handle all other matters incidental to the Subscriptions;
and
(8) the authorizations described in
paragraphs (1) to (7) above shall be valid for a period of 12
months from the date of passing of this
Resolution.”
|
|
|||
7
|
8.
|
“THAT, the “Feasibility Report on the Use of
Proceeds Raised from the Non-public Issuance of A Shares《關於本 次非公開發行A股股票募集資金使用可行性報告》” be and is hereby approved,
ratified and confirmed. A summary of the key features of the aforesaid
feasibility report was in the “Plan for the Non-public Issuance
of A Shares by China Eastern Airlines Corporation Limited《關於公司非公開發行A股股票預案》” which was contained in an
Overseas Regulatory Announcement of the Company published on the website
of the Stock Exchange on 29 December 2008.”
|
3,280,395,075
(99.9748%)
|
449,006
(0.0137%)
|
376,478
(0.0115%)
|
|
9.
|
“THAT, that CEA Holding is waived from
having to make a
general offer to all the shareholders of the Company to acquire their
shares in the Company be and is hereby confirmed.”
|
376,324,375
(99.7624%)
|
459,006
(0.1217%)
|
437,178
(0.1159%)
|
|
10.
|
“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.”
|
3,189,961,475
(99.9837%)
|
230,406
(0.0072%)
|
291,178
(0.0091%)
|
|
11.
|
“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.”
|
3,189,964,175
(99.9837%)
|
230,406
(0.0072%)
|
288,478
(0.0090%)
|
|
12.
|
“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.”
|
3,189,964,175
(99.9837%)
|
230,406
(0.0072%)
|
288,478
(0.0090
|
|
*
|
The percentage of voting is based
on the total number of shares held by shareholders present, in person or
by proxy, at the EGM and entitled to vote in respect of the relevant
resolution.
|
Based on the above poll results, all of the
resolutions were passed.
8
RESULTS
OF H SHAREHOLDERS CLASS MEETING
The H Shareholders Class Meeting was
held at Shanghai International Airport Hotel上海國際機場賓館 , 2550 Hongqiao Road, Shanghai, the PRC
on Thursday, 26 February 2009. 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. As mentioned in the notice of the H Shareholders
Class Meeting and the Circular, CEA Holding and its associates were required to
abstain from voting in respect of Special Resolutions Nos. 1 and 2 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.Each resolution proposed for approval at the H
Shareholders Class Meeting was taken on poll. PricewaterhouseCoopers, the auditors of the
Company, were 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 Further Notice. The poll results in respect of the
resolutions proposed for approval at the H Shareholders Class Meeting were set
out as follows:
|
Total number of shares
represented by votes
(Approximate % *)
|
||||||
|
For
|
Against
|
Abstain
|
||||
|
SPECIAL
RESOLUTIONS
|
||||||
|
1.
|
“THAT, conditional
upon:
(i) the approval of the same by the
shareholders of the Company at the EGM and by the holders of A Shares at
the A Shareholders Class Meeting;
(ii)
the passing of the special resolution in
relation to the approval of the H Share Subscription as further
described in Resolution No.2
below; and
(iii) the passing of the resolutions in
relation to the approval of the H Share Subscription by the shareholders
of the Company at the EGM and by the holders of A Shares at the A
Shareholders Class Meeting,
the
following aspects in relation to the A Share Subscription be and are
hereby approved, ratified and confirmed:
|
|||||
|
(1) Class
of shares to be issued and the nominal value:
|
A Shares with par value of RMB
1.00 each;
|
369,399,316
(99.78%)
|
451,600
(0.12%)
|
353,356
(0.10%)
|
||
9
|
(2)
Method of
issue:
|
Non public
offering;
|
369,419,316
(99.79%)
|
431,600
(0.12%)
|
353,356
(0.10%)
|
|
|
(3)
Number of shares to be
issued:
|
1,437,375,000 A
Shares;
|
369,319,316
(99.76%)
|
531,600
(0.14%)
|
353,356
(0.10%)
|
|
|
(4)
Target subscriber and method
of subscription:
|
CEA Holding. The subscription price
shall be paid in cash;
|
369,409,316
(99.79%)
|
441,600
(0.12%)
|
353,356
(0.10%)
|
|
|
(5)
Date of
determination of the
subscription price,
the subscription
price and basis of the determination of the subscription
price:
|
RMB3.87 per A Share. The total subscription
price is
RMB5,562,641,250. The
subscription price is determined by reference to the average trading price
of A Shares during the Fixed Price Period, which represents not less than
90% to such average trading price of A Shares. The average trading price of A
Shares during the Fixed Price Period is the total turnover of A Shares
during the Fixed Price Period divided by the total trading volume of A
Shares during the Fixed Price Period. The Fixed Price Period means the 20
trading days ending on the date
immediately preceding 30 December 2008. The subscription price is
substantially higher than the net assets value per share of the Company as
at 30 June 2008 (unaudited). The subscription price will be adjusted
accordingly if there is any rights issue or
declaration of dividend occurred between 30 December 2008 and the date of
issuance of the new A Shares;
|
369,414,316
(99.79%)
|
436,600
(0.12%)
|
353,356
(0.10%)
|
10
|
(6) Lock-up period
arrangement:
|
The new A Shares CEA Holding has
subscribed for shall
not be disposed within 36 months from the date of the completion of the A
Share Subscription;
|
369,400,416
(99.78%)
|
450,500
(0.12%)
|
353,356
(0.10%)
|
|
|
(7)
Place of
listing:
|
The new A Shares shall be listed
on the Shanghai Stock Exchange;
|
369,310,416
(99.76%)
|
540,500
(0.15%)
|
353,356
(0.10%)
|
|
|
(8)
Use of
proceeds:
|
369,410,416
(99.79%)
|
||||
|
(9) Arrangement of retained
profits:
|
369,399,316
(99.78%)
|
||||
|
(10)
Validity period of this
resolution:
|
369,319,316
(99.76%)
|
||||
|
(11)
The terms and conditions of
the Revised A Share subscription Agreement.”
|
369,399,316
(99.78%)
|
||||
|
2.
|
“THAT, conditional
upon:
(i) the
approval of the same by the shareholders of the Company at the EGM and by
the holders of A Shares at the A Shareholders Class Meeting;
(ii) the
passing of the special resolution in relation to the approval of the A
Share Subscription as further described in Resolution No.1 above;
and
(iii) the
passing of the resolutions in relation to the approval of the A Share
Subscription by the shareholders of the Company at the EGM and by the
holders of A Shares at the A Shareholders Class Meeting,
the terms and conditions of the
Revised H Share Subscription Agreement (including but not limited to the
issue of 1,437,375,000 new H Shares by the Company to CES Global pursuant
to the Revised H Share Subscription Agreement) be approved, ratified
and
confirmed.”
|
369,429,316
(99.79%)
|
421,600
(0.11%)
|
353,356
(0.10%)
|
11
|
3.
|
“THAT, the Company may send or supply
Corporate Communications to its shareholders of H Shares (in relation to
whom the conditions set out below are met) by making such Corporate
Communications
available on the Company’s own website, subject to
obtaining any approval, endorsement or registration as may be necessary
from the relevant authorities and the proposed amendments to the Articles
of Association as set out in Part II of Appendix I of 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 amend the relevant provisions in
the Articles of Association, 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 the Company’s proposed communication with its shareholders of H
Shares through the Company’s
website.Conditions:
(i) each holder of H Shares has been
asked individually by the Company to agree that the Company may send
or supply Corporate Communications generally, or the Corporate
Communication in question, to him by means of the Company’s own website;
and
(ii)
the Company has not received a response indicating objection from the
holder of H Shares within a period of 28 days starting from the date on
which the Company’s request was sent.
For purpose of this Resolution,
“Corporate
Communication” means
any document issued or to be issued by the Company for the information or
action of holders of any of its securities, including but not limited to:
(a) the directors’ report, its annual accounts together with
a copy of the auditor’s report and its summary financial
report; (b) the interim report and, its summary interim report; (c) a
notice of meeting; (d) a listing document; (e) a circular; and (f) a proxy
form.”
|
369,722,672
(99.87%)
|
331,600
(0.09%)
|
150,000
(0.14%)
|
|
*
|
The percentage of voting is based
on the total number of shares held by shareholders present, in person or
by proxy, at the H Shareholders Class Meeting and entitled to vote in
respect of the relevant resolution.
|
Based on the above poll results, all of
the resolutions were passed.
12
RESULTS OF A SHAREHOLDERS CLASS
MEETING
The A Shareholders Class Meeting was
validly convened and held at Shanghai International Airport Hotel上海國際機場賓館, 2550 Hongqiao Road,
Shanghai, the PRC on
Thursday, 26 February 2009. All of the resolutions proposed for approval at the
A Shareholders Class Meeting were passed.
|
Note:
|
The poll results were subject to
scrutiny by PricewaterhouseCoopers, whose work was limited to certain
procedures requested
by the Company to agree the poll results summary prepared by the Company
to poll forms collected and provided by the Company to
PricewaterhouseCoopers. The work performed by PricewaterhouseCoopers in
this respect did not constitute an assurance engagement in accordance with Hong
Kong Standards on Auditing, Hong Kong Standards on Review Engagements or
Hong Kong Standards on Assurance Engagements issued by the Hong Kong
Institute of Certified Public Accountants nor did it include provision of
any assurance on matters of legal
interpretation or entitlement to
vote.
|
| By order of the
Board
CHINA EASTERN
AIRLINES CORPORATION LIMITED
Luo
Zhuping
Director and
Company Secretary
|
The directors of the Company as at the
date of this announcement are:
|
Liu Shao Yong
|
(Chairman)
|
|
Li Jun
|
(Vice
Chairman)
|
|
Ma Xulun
|
((Director,
President)
|
|
Luo
Chaogeng
|
(Director)
|
|
Luo Zhuping
|
(Director, Company
Secretary)
|
|
Hu Honggao
|
(Independent Non-executive
Director)
|
|
Peter Lok
|
(Independent Non-executive
Director)
|
|
Wu Baiwang
|
(Independent Non-executive
Director)
|
|
Zhou Ruijin
|
(Independent Non-executive
Director)
|
|
Xie Rong
|
(Independent Non-executive
Director)
|
Shanghai, the PRC
26 February 2009
13