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 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 February
10, 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: 670)
CHANGE
OF VENUE OF THE EGM AND THE H SHAREHOLDERS CLASS MEETING
FURTHER
NOTICE OF THE EGM AND THE H SHAREHOLDERS CLASS MEETING
|
The
Company wishes to change the venue of the EGM and the H 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.
Further,
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 (1) the circular dated 8 January 2009 (the “Circular”) of China Eastern
Airlines Corporation Limited (the “Company”) containing, among
others, the notice dated 8 January 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 26 February 2009; and (2) the supplemental circular to the
Circular dated 10 February 2009 (the “Supplemental Circular”).
Unless
the context otherwise requires, capitalised terms used in the Circular and the
Supplemental Circular have the same meanings when used in this
announcement.
CHANGE
OF VENUE OF THE EGM AND THE H SHAREHOLDERS CLASS MEETING
The
Company wishes to change the venue of the EGM and the H 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.
FURTHER
NOTICE OF THE EGM
Pursuant
to the 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 Thursday, 26 February 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, 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 RMB1.00 each;
|
|
(2) Method
of issue:
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Non
public offering;
|
|
(3) Number
of shares to be
issued:
|
1,437,375,000
A Shares;
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|
(4) Target
subscriber and
method of
subscription:
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CEA
Holding. 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:
|
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;
|
|
(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;
|
|
(7) Place
of listing:
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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 after completion of the A Share Subscription will be
shared among the existing and new shareholders of the
Company;
|
|
(10) Validity
period of this
resolution:
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Twelve
months from the date of passing of this Resolution; and
|
|
(11) The
terms and conditions of the Revised A Share Subscription
Agreement.”
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|
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2.
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“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.”
|
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.”
|
|
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.”
|
|
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.”
As
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.”
|
|
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;
|
|
(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.”
|
|
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.”
|
|
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.”
|
|
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.”
|
|
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.”
|
|
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.”
|
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 Thursday, 26 February 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, 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 RMB1.00 each;
|
|
|
(2)
|
Method
of issue:
|
Non
public offering;
|
|
|
(3)
|
Number
of shares to be issued:
|
1,437,375,000
A Shares;
|
|
|
(4)
|
Target
subscriber and method of subscription:
|
CEA
Holding. 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:
|
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;
|
|
|
(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;
|
|
(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 after completion of the A Share Subscription will be
shared among the existing and new shareholders of the
Company;
|
|
|
(10)
|
Validity
period of this resolution:
|
Twelve
months from the date of passing of this Resolution; and
|
|
|
(11)
|
The
terms and conditions of the Revised A Share Subscription
Agreement.”
|
||
|
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 H Share Subscription Agreement) be approved, ratified and
confirmed.”
|
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.”
|
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
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
10
February 2009