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 August 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 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 August 21,
2009
|
By
|
/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: 00670)
FURTHER
NOTICE OF THE EGM AND
THE
H SHAREHOLDERS CLASS MEETING
|
The
Board wishes to give further notice to the shareholders of the Company in
relation to the time, venue and matters regarding the EGM and the H
Shareholders Class Meeting.
|
Reference
is made to the circular dated 24 July 2009 (the ‘‘Circular’’) of China Eastern
Airlines Corporation Limited (the ‘‘Company’’) containing, among
others, the notice dated 24 July 2009 of the extraordinary general meeting (the
‘‘EGM’’) and a class
meeting of holders of H shares of the Company (the ‘‘H Shareholders Class
Meeting’’) to be held on 7 September 2009.
Unless
the context otherwise requires, capitalised terms used in the Circular have the
same meanings when used in this announcement.
FURTHER
NOTICE OF THE EGM
Pursuant
to Article 61 of the Articles of Association of the Company, the Company hereby
gives further notice to the shareholders of the Company that the EGM will be
held on Monday, 7 September 2009 at 2:00 p.m., or any adjournment thereof, at
Shanghai International Airport Hotel 上海國際機場賓館, 2550 Hongqiao
Road, Shanghai, PRC for the purpose of considering, and if thought fit, passing,
with or without modifications, the following resolutions:
AS
SPECIAL RESOLUTIONS
|
1.
|
‘‘THAT, the Board is
granted an unconditional specific mandate to issue new A Shares under the
following terms and conditions (the ‘‘A Share Specific
Mandate’’) be hereby approved, ratified and
confirmed:
|
|
(1) Class
of shares to be issued and the nominal value:
|
|
A
Shares with par value of RMB1.00
each;
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(2) Method
of issue:
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Non-public
offering and will be issued accordingly within 6 months after the approval
from CSRC has been obtained;
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||
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|||
|
(3) Number
of shares to be issued:
|
Not
more than 1,350,000,000 new A Shares, of which not more than 490,000,000
new A Shares will be issued to CEA Holding; the maximum number of new A
Shares to be issued will be adjusted if there is any ex-rights or
ex-dividend arrangement after 10 July 2009;
|
||
|
|
|||
|
(4) Target
subscriber and method of subscription:
|
Not
more than 10 specific investors (subject to the maximum number of specific
investors as permitted by PRC laws and regulations at the time of the
issuance) including CEA Holding, and if for any reason the intended issue
of new A Shares to CEA Holding does not proceed to completion, a
substituting investor may be invited to participate in the issue of new A
Shares and the maximum number of investors will remain 10;
the
subscription price shall be paid in cash;
|
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|
|||
|
(5) Date
of determination of the subscription price, the subscription price and
basis of the determination of the subscription price:
|
Subject
to the results of the price sounding-out process as required by CSRC, the
subscription price shall not be less than RMB4.75 per A Share, being 90%
of the average trading price for the A Shares during the Price Fixing
Period; the Price Fixing Period means the 20 trading days ending on and
including 5 June 2009; the minimum subscription price of the new A Shares
will be adjusted if there is any ex-rights or ex- dividend arrangement
after 10 July 2009;
|
||
|
(6)
Lock-up period arrangement:
|
The
new A Shares to be subscribed for by CEA Holding shall not be disposed of
within 36 months from the date of the completion of the subscription, and
the new A Shares to be subscribed for by the other specific investors
shall not be disposed of within 12 months from the date of the completion
of the respective subscription;
|
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|||
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(7) Place
of listing:
|
The
new A Shares shall be listed on the Shanghai Stock
Exchange;
|
|
(8) Use
of proceeds:
|
After
deduction of the relevant expenses, the total proceeds are intended to be
used as working capital of the
Company;
|
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-
|
(9) Arrangement
of retained profits:
|
The
retained profits prior to the issuance of new A Shares pursuant to this
Resolution will be shared among the existing and new Shareholders;
and
|
||
|
|
|
||
|
(10) Validity
period of this Resolution:
|
The
passing of this Resolution at the EGM and the respective class meetings
until the earlier of: (i) the expiration of the 12-month period following
the passing of the special resolution; or (ii) the date on which the A
Share Specific Mandate is revoked or varied by a special resolution at the
shareholders’ general meeting and respective class meetings of the
Company.’’
|
|
2.
|
‘‘THAT, the Board is
granted, during the Relevant Period (as defined below), an unconditional
specific mandate (the ‘‘H
Share Specific Mandate’’) to issue not more than 490,000,000 new H
Shares, by way of non-public offering, to CES Global, at the minimum
subscription price of HK$1.40 per H Share, being 90% of the average
trading price for the H Shares during the Price Fixing Period; the maximum
number of new H Shares to be issued and the minimum subscription price of
the new H Shares will be adjusted if there is any ex-rights or ex-dividend
arrangement after 10 July
2009,
|
and for
the purposes of this H Share Specific Mandate:
‘‘Relevant Period’’ means the
period from the passing of this Resolution at the EGM and the respective class
meetings until the earlier of:
|
(A)
|
the
expiration of the 12-month period following the passing of the Resolution;
or
|
|
(B)
|
the
date on which the H Share Specific Mandate is revoked or varied by a
special resolution at the shareholders’ general meeting and respective
class meetings of the
Company.’’
|
|
3.
|
‘‘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 an overseas regulatory announcement of the Company
published on the website of the Stock Exchange on 12 July
2009.’’
|
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4.
|
‘‘THAT, the terms and
conditions and the implementation of the transactions contemplated under
the A Share Subscription Agreement and the H Share Subscription Agreement
be and is hereby approved, ratified and
confirmed.’’
|
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5.
|
‘‘THAT, conditional upon
the passing of Resolution No. 1 or Resolution No. 2 above, the Board is
authorized to make such appropriate and necessary amendments to the
Articles of Association as they think fit to reflect such increases in the
registered capital and change of shareholding of the
Company.’’
|
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AS
ORDINARY RESOLUTIONS
|
6.
|
‘‘THAT, that the Company
satisfies the conditions for non-public issuance of A Shares to specific
investors be and is hereby
confirmed.’’
|
|
7.
|
‘‘THAT, the ‘‘Explanation
on the Use of the Proceeds of the Previous Fund Raising Activities《關於前次募集資金使用情況的說明》’’
be and is hereby approved, ratified and confirmed. Details of the
aforesaid explanation were contained in an announcement of the Company in
relation to the board resolutions of the Company published on the website
of the Company on 13 July
2009.’’
|
|
8.
|
‘‘THAT, conditional
upon:
|
|
(i)
|
the
passing of the special resolution in relation to the approval of the
issuance of new A Shares 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 Specific Mandate 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 Resolution No. 1 and
Resolution No. 2 above or any matter incidental thereto, including but not
limited to:
|
(1)
|
to
formulate and implement plans for effecting the issuance of new A Shares
and new H Shares according to terms and conditions set out in Resolution
No. 1 and Resolution No. 2 above 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 transactions contemplated under Resolution
No. 1 and Resolution No. 2 above or changes in the market conditions in
the PRC, to make appropriate adjustments to such plans as described in
paragraph (1) above;
|
|
(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 to each specific investor, the total number of which shall not
exceed the maximum 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;
|
|
(4)
|
to
amend the proposals in relation to the issuance of new A Shares and new H
Shares and the use of proceeds, and to approve and execute relevant
financial reports, profit forecast and other application documents
according to the requirements of the governing authorities and regulatory
authorities;
|
- 4
-
|
(5)
|
where
necessary, to enter into any supplemental agreements (if applicable) or
other relevant legal documents with each of the specific investors and
decide their respective effective
date;
|
|
(6)
|
to
engage intermediary institutions including sponsors to handle the relevant
application issues arising from the issuance of new A Shares and new H
Shares in accordance with the policies of relevant governing
authorities;
|
|
(7)
|
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;
|
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(8)
|
to
make adjustments to the use of funds being raised from the issuance of new
A Shares and new H Shares according to the requirements of the relevant
regulatory authorities and the actual circumstances of the securities
market;
|
|
(9)
|
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 issuance of new A Shares and new H
Shares; and
|
|
(10)
|
the
authorizations described in paragraphs (1) to (9) above shall be valid for
a period of 12 months from the date of passing of this
Resolution.’’
|
|
9.
|
‘‘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 contained 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 12 July
2009.’’
|
|
10.
|
‘‘THAT, that CEA Holding
is waived by the Shareholders from having to make a general offer to all
the Shareholders to acquire their shares in the Company be and is hereby
confirmed.’’
|
- 5
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FURTHER
NOTICE OF THE H SHAREHOLDERS CLASS MEETING
Pursuant
to the Article 91 of the Articles of Association of the Company, the Company
hereby gives further notice to the holders of the H Shares that the H
Shareholders Class Meeting will be held on Monday, 7 September 2009 at 2:30
p.m., or any adjournment thereof, at Shanghai International Airport Hotel 上海國際機場賓館, 2550
Hongqiao Road, Shanghai, PRC for the purpose of considering, and if thought fit,
passing, with or without modifications, the following resolutions:
AS
SPECIAL RESOLUTIONS
|
1.
|
‘‘THAT, the Board is
granted an unconditional specific mandate to issue new A Shares under the
following terms and conditions (the ‘‘A Share Specific
Mandate’’) be hereby approved, ratified and
confirmed:
|
|
(1) Class
of shares to be issued and the nominal value:
|
A
Shares with par value of RMB1.00 each;
|
||
|
(2)
Method of issue:
|
Non
public offering;
|
||
|
(3) Number
of shares to be issued:
|
Not
more than 1,350,000,000 new A Shares; the maximum number of new A Shares
to be issued will be adjusted if there is any ex-rights or ex-dividend
arrangement after 10 July 2009;
|
||
|
(4) Target
subscriber and method of subscription:
|
Not
more than 10 specific investors (subject to the maximum number of specific
investors as permitted by PRC laws and regulations at the time of the
issuance) including CEA Holding, and if for any reason the intended issue
of new A Shares to CEA Holding does not proceed to completion, a
substituting investor may be invited to participate in the issue of new A
Shares and the maximum number of investors will remain 10;
the
subscription price shall be paid in cash;
|
||
|
(5)
Date of determination of the subscription price, the subscription price
and basis of the determination of the subscription price:
|
Subject
to the results of the price sounding-out process as required by CSRC, the
subscription price shall not be less than RMB4.75 per A Share, being 90%
of the average trading price for the A Shares during the Price Fixing
Period; the Price Fixing Period means the 20 trading days ending on and
including 5 June 2009; the minimum subscription price of the new A Shares
will be adjusted if there is any ex-rights or ex-dividend arrangement
after 10 July
2009;
|
- 6
-
|
(6) Lock-up
period arrangement:
|
The
new A Shares to be subscribed for by CEA Holding shall not be disposed of
within 36 months from the date of the completion of the subscription, and
the new A Shares to be subscribed for by the other specific investors
shall not be disposed of within 12 months from the date of the completion
of the respective subscription;
|
||
|
(7) Place
of listing:
|
The
new A Shares shall be listed on the Shanghai Stock
Exchange;
|
||
|
(8) Use
of proceeds:
|
After
deduction of relevant expenses, the total proceeds are intended to be used
as working capital of the Company;
|
||
|
(9) Arrangement
of retained profits:
|
The
retained profits prior to the issuance of new A Shares pursuant to this
Resolution will be shared among the existing and new shareholders of the
Company; and
|
||
|
(10)
Validity period of this Resolution:
|
The
passing of this Resolution at the EGM and the respective class meetings
until the earlier of: (i) the expiration of the 12-month period following
the passing of this Resolution; or (ii) the date on which this Resolution
is revoked or varied by a special resolution at a shareholders’ general
meeting and respective class
meetings.’’
|
|
2.
|
‘‘THAT, the Board is
granted, during the Relevant Period (as defined below), an unconditional
specific mandate (the ‘‘H
Share Specific Mandate’’) to issue not more than 490,000,000 new H
Shares, by way of non-public offering, to CES Global, at the minimum
subscription price of HK$1.40 per H Share, being 90% of the average
trading price for the H Shares during the Price Fixing Period; the maximum
number of new H Shares to be issued and the minimum subscription price of
the new H Shares will be adjusted if there is any ex-rights or ex-dividend
arrangement after 10 July 2009;
|
and for
the purposes of this H Share Specific Mandate:
‘‘Relevant Period’’ means the
period from the passing of this Resolution at the EGM and the respective class
meetings until the earlier of:
|
(A)
|
the
expiration of the 12-month period following the passing of the Resolution;
or
|
- 7
-
|
(B)
|
the
date on which the H Share Specific Mandate is revoked or varied by a
special resolution at the shareholders’ general meeting and respective
class meetings of the
Company.’’
|
|
By
order of the Board
CHINA
EASTERN AIRLINES CORPORATION LIMITED
Luo
Zhuping
Director
and Company Secretary
|
The
Directors, as at the date hereof, are:
|
Liu
Shaoyong
|
(Chairman)
|
|
|
Li
Jun
|
(Vice
Chairman)
|
|
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Ma
Xulun
|
(Director,
President)
|
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|
Luo
Chaogeng
|
(Director)
|
|
|
Luo
Zhuping
|
(Director,
Company Secretary)
|
|
|
Hu
Honggao
|
(Independent
Non-executive Director)
|
|
|
Wu
Baiwang
|
(Independent
Non-executive Director)
|
|
|
Zhou
Ruijin
|
(Independent
Non-executive Director)
|
|
|
Xie
Rong
|
(Independent
Non-executive Director)
|
|
|
Sandy
Ke-Yaw Liu
|
(Independent
Non-executive Director)
|
Shanghai,
the PRC
21 August
2009
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