UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
___________________
FORM
6-K
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16
under
the Securities Exchange Act of 1934
For
the
month of November 2007.
Commission
File Number: 001-14550
China
Eastern Airlines Corporation Limited
———————————————————————————————————
(Translation
of Registrant’s name into English)
2550
Hongqiao Road
Hongqiao
Airport
Shanghai,
China 200335
———————————————————————————————————
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F: x Form
20-F o Form
40-F
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): o
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7): o
Indicate
by check mark whether the registrant by furnishing the information contained
in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934: o Yes x No
If
"Yes"
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): n/a
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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China
Eastern Airlines Corporation Limited
(Registrant)
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| Date: November 23, 2007 | By: | /s/ Fenghua |
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Name: Li Fenghua |
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| Title: Chairman of the Board of Directors | ||
Certain
statements contained in this announcement may be regarded as "forward-looking
statements" within the meaning of the U.S. Securities Exchange Act of 1934,
as
amended. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors, which may cause the actual performance,
financial condition or results of operations of the Company to be materially
different from any future performance, financial condition or results of
operations implied by such forward-looking statements. Further information
regarding these risks, uncertainties and other factors is included in the
Company's filings with the U.S. Securities and Exchange Commission. The
forward-looking statements included in this announcement represent the Company's
views as of the date of this announcement. While the Company anticipates
that
subsequent events and developments may cause the Company's views to change,
the
Company specifically disclaims any obligation to update these forward-looking
statements, unless required by applicable laws. These forward-looking statements
should not be relied upon as representing the Company's views as of any date
subsequent to the date of this announcement.
NOTICE OF H SHAREHOLDERS CLASS MEETING
 |
(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 Centre, Shanghai Homeyo Hotel (上海航友賓館),
2550
Hongqiao Road, Shanghai, the People’s Republic of China at 2:00 p.m. on Tuesday,
8 January 2008, or any adjournment thereof, for the purpose of considering,
and
if thought fit, passing, with or without modifications, the following
resolutions (unless otherwise indicated, capitalised terms used in this
notice
shall have the same meanings as those defined in the circular of the Company
dated Friday, 23 November 2007 relating to, among other things, subscription
of
new H Shares by SIA and Temasek and subscription of new H Shares by CEA
Holding):
AS
SPECIAL RESOLUTIONS
| 1. |
“THAT,
conditional upon the approval of the same by the holders of A
Shares at
the A Shareholders Class Meeting and by the shareholders of the
Company at
the EGM, the terms and conditions of the Investor Subscription
Agreement
be approved, ratified and confirmed, and the Directors be and
are hereby
authorized to sign all such documents and/or do all such things
and acts
as the Directors may consider necessary or expedient and in the
interest
of the Company for the purpose of effecting or otherwise in connection
with any transaction contemplated under the Investor Subscription
Agreement or any matter incidental thereto, including but not
limited to
the issue of 1,235,005,263 new H Shares and 649,426,737 new H
Shares by
the Company to SIA and Temasek respectively pursuant to the Investor
Subscription Agreement.”
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| 2. |
“THAT,
conditional upon the approval of the same by the holders of A
Shares at
the A Shareholders Class Meeting and by the shareholders of the
Company at
the EGM, the terms and conditions of the CEA Holding Subscription
Agreement be approved, ratified and confirmed and the Directors
be and are
hereby authorized to sign all such documents and/or do all such
things and
acts as the Directors may consider necessary or expedient and
in the
interest of the Company for the purpose of effecting or otherwise
in
connection with any transaction contemplated under the CEA Holding
Subscription Agreement or any matter
incidental thereto, including but not limited to the issue of
1,100,418,000 new H Shares by the Company to CEA Holding pursuant
to the
CEA Holding Subscription
Agreement.”
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NOTICE OF H SHAREHOLDERS CLASS MEETING
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
The
Company’s directors, as at the date hereof, are:
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Li
Fenghua
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(Chairman,
Non-executive Director)
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Li
Jun
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(Vice
Chairman, Non-executive Director)
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Luo
Chaogeng
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(Non-executive
Director)
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Cao
Jianxiong
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(President,
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 People’s Republic of China
23
November 2007
|
Notes:
| 1. |
Persons
entitled to attend the H Shareholders Class
Meeting
|
Persons
who hold H Shares and are registered as holders of the H Shares on the
register
of members maintained by Hong Kong Registrars Limited at the close of business
on Friday, 7 December 2007 will be entitled to attend the H Shareholders
Class
Meeting upon completion of the necessary registration procedures.
| 2. |
Registration
procedures for attending the H Shareholders Class
Meeting
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| (i) |
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 located at 2550 Hongqiao Road,
Shanghai,
the PRC (fax no; +86 21 62686116) (for the attention of the Office
of the
Secretary of the Board of Directors) by 4:00 p.m. on Tuesday,
18 December
2007 (if in person or by facsimile) or between Wednesday, 12
December 2007
to Tuesday, 18 December 2007 (if by post). 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) |
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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NOTICE OF H SHAREHOLDERS CLASS MEETING
| 3. |
Appointing
proxies
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| (i) |
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) |
The
instrument appointing a proxy must be duly authorised in writing
by the
appointor or his attorney. If that instrument is signed by an
attorney of
the appointor, the power of attorney authorising that attorney
to sign (or
other documents of authorisation) 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) |
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. |
Duration
of the H Shareholders Class
Meeting
|
The
H
Shareholders Class Meetings 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.
| 5. |
Procedure
to otherwise demand a poll
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Pursuant
to Articles 73 to 75 of the Articles of Association, a poll may (before
or after
any vote by show of hands) otherwise generally be demanded:
| (i) |
by
the chairman of such meeting;
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| (ii) |
by
at least two shareholders entitled to vote present in person
or by proxy;
or
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| (iii) |
by
one or more shareholders present in person or by proxy and representing
10% or more of all shares carrying the right to vote at such
meeting.
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The
demand
for a poll may be withdrawn by the person who makes such demand. A poll
demanded
on the election of the chairman of the meeting, or on a question of adjournment
of the meeting, shall be taken forthwith. A poll demanded on any other
question
shall be taken at such time as the chairman of the meeting directs, and
any
business other than that upon which a poll has been demanded may be proceeded
with, pending the taking of the poll. The result of the poll shall be deemed
to
be a resolution of the meeting at which the poll was demanded.
On
a poll
taken at the meeting, a shareholder (including proxy) entitled to two or
more
votes need not cast all his or her votes in the same way.
| 6. |
Closure
of books
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The
H
Share register of members of the Company will be closed from Saturday,
8
December 2007 to Tuesday, 8 January 2008, both days inclusive, during which
period no transfer of the H Shares will be effected. Where applicable,
holders
of the H Shares intending to attend the H Shareholders Class Meeting 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, 7 December 2007.
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
| 7. |
Abstention
from voting
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CEA
Holding and its associates will abstain from voting in respect of Resolutions
No. 1 and 2.
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