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 January 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
January 8,
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.
(A
joint stock limited company incorporated in the People’s Republic of China with
limited liability)
(Stock
code: 670)
NOTICE
OF H SHAREHOLDERS CLASS MEETING
NOTICE
IS HEREBY GIVEN THAT a class meeting of holders of H Shares (the “H
Shareholders Class Meeting”) of 中國東方航空股份有限公司
(China Eastern Airlines Corporation Limited) (the “Company”)
will be held at Meeting Center, Shanghai Homeyo Hotel (上海航友賓館),
2550 Hongqiao Road, Shanghai, the People’s Republic of China at 2:30 p.m. on
Thursday, 26 February 2009, or any adjournment thereof, for the purpose of
considering, and if thought fit, passing, with or without modifications, the
following resolutions (unless otherwise indicated, capitalized terms used in
this notice shall have the same meanings as those defined in the circular of the
Company dated Thursday, 8 January 2009 (the “Circular”)
relating to, among other things, subscriptions of new A Shares by CEA Holding
and H Shares by CES Global):
AS
SPECIAL RESOLUTIONS
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1.
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“THAT,
conditional upon:
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(i)
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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;
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(ii)
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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
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(iii)
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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,
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the
following aspects in relation to the A Share Subscription be and are hereby
approved, ratified and confirmed:
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(1)
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Class
of shares to be issued and the nominal
value:
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A
Shares with par value of RMB1.00 each;
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(2)
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Method
of issue:
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Non
public offering;
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(3)
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Number
of shares to be issued:
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1,437,375,000
A Shares;
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(4)
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Target
subscriber and method of subscription:
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CEA
Holding. The subscription price shall be paid in
cash;
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1
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(5)
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Date
of determination of the subscription price, the subscription price and
basis of the determination of the subscription price:
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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;
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(6)
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Lock-up
period arrangement:
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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;
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(7)
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Place
of listing:
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The
new A Shares shall be listed on the Shanghai Stock
Exchange;
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(8)
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Use
of proceeds:
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After
deduction of relevant expenses, the total proceeds are intended to be used
as working capital of the Company;
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(9)
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Arrangement
of retained profits:
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The
retained profits after completion of the A Share Subscription will be
shared among the existing and new shareholders of the
Company;
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(10)
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Validity
period of this resolution:
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Twelve
months from the date of passing of this Resolution; and
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(11)
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The
terms and conditions of the Revised A Share Subscription
Agreement.”
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2
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“THAT,
conditional upon:
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(i)
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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;
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(ii)
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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
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(iii)
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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,
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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 H Share Subscription Agreement)
be approved, ratified and confirmed.”
2
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3.
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“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.
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Conditions:
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(i)
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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
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(ii)
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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.
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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.”
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By
order of the Board
中國東方航空股份有限公司
CHINA EASTERN AIRLINES CORPORATION LIMITED
Luo
Zhuping
Director
and Company Secretary
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The
Directors, as at the date hereof, are:
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Li
Jun
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(Vice
Chairman acting on behalf of the Chairman,
Non-executive
Director)
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Li
Fenghua
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(Non-executive
Director)
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Cao
Jianxiong
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(Executive
Director)
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Luo
Chaogeng
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(Non-executive
Director)
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Luo
Zhuping
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(Executive
Director)
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Hu
Honggao
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(Independent
Non-executive Director)
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Peter
Lok
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(Independent
Non-executive Director)
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Wu
Baiwang
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(Independent
Non-executive Director)
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Zhou
Ruijin
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(Independent
Non-executive Director)
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Xie
Rong
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(Independent
Non-executive
Director)
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Shanghai,
the PRC
8 January
2009
3
Notes:
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1.
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Persons
entitled to attend the H Shareholders Class
Meeting
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Persons
who hold H Shares and are registered as holders of H Shares on the register of
members maintained by Hong Kong Registrars Limited at the close of business on
Friday, 2 January 2009 are entitled to attend the H Shareholders Class Meeting
upon completion of the necessary registration procedures.
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2.
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Registration
procedures for attending the H Shareholders Class
Meeting
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(i)
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Holders
of H Shares shall deliver their attendance slips for attending the H
Shareholders Class Meeting, copies of transfers or copies of their share
certificates or copies of receipts of share transfers, together with
copies of their identity cards or other documents of identity, to the
Company at its place of business stated in paragraph (i) above by 4:00
p.m. on Thursday, 5 February 2009 (if in person or by facsimile) or
between Saturday, 24 January 2009 to Thursday, 5 February 2009 (if by
post). If proxies are appointed by shareholders to attend the H
Shareholders Class Meeting, they shall, in addition to the aforementioned
documents, deliver the proxy forms and copies of their identity cards or
other documents of identity to the above place of business of the
Company.
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(ii)
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Shareholders
can deliver the necessary documents for registration to the Company in the
following manner: in person, by post or by facsimile. Upon receipt of such
documents, the Company will complete the registration procedures for
attending the H Shareholders Class Meeting and will despatch to
shareholders voting forms by post or by facsimile. Shareholders may
present the voting forms when attending the H Shareholders Class Meeting
as evidence of eligibility to attend the
meeting.
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3.
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Appointing
proxies
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(i)
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Shareholders
who have the right to attend and vote at the H Shareholders Class Meeting
are entitled to appoint in writing one or more proxies (whether a member
of the Company or not) to attend and vote at the meeting on their
behalf.
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(ii)
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The
instrument appointing a proxy must be duly authorized in writing by the
appointor or his attorney. If that instrument is signed by an attorney of
the appointor, the power of attorney authorizing that attorney to sign (or
other documents of authorization) must be notarially certified. The
holders of H Shares must deliver the aforementioned documents to Hong Kong
Registrars Limited, the Company’s H share registrar, not less than 24
hours before the time scheduled for the holding of the H Shareholders
Class Meeting in order for such documents to be considered
valid.
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(iii)
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If
more than one proxy has been appointed by any shareholder of the Company,
such proxies shall not vote at the same
time.
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4.
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Duration
of the H Shareholders Class Meeting
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The H
Shareholders Class Meeting is expected to last for half a day. Shareholders or
their proxies attending the H Shareholders Class Meeting shall be responsible
for their own accommodation and travel expenses.
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5.
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Closure
of books
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As
previously announced by the Company, the H Share register of members of the
Company will be closed from Saturday, 3 January 2009 to Thursday, 26 February
2009, both days inclusive, during which period no transfer of the H Shares will
be effected. As such, holders of H Shares intending to attend the EGM are
therefore required to lodge their respective instrument(s) of transfer and the
relevant share certificate(s) to the Company’s H share registrar, Hong Kong
Registrars Limited, by 4:00 p.m. on Friday, 2 January 2009.
4
The
address and contact details of Hong Kong Registrars Limited are as
follows:
Hong Kong
Registrars Limited
Rooms
1712-1716, 17th Floor, Hopewell Centre
183
Queen’s Road East
Wanchai
Hong
Kong
Telephone:
+852 2862 8628
Fax: +852
2865 0990
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6.
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Abstention
from voting
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CEA
Holding and its associates will abstain from voting in respect of Resolutions
Nos. 1 and 2.
5