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 | |||
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(Registrant)
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Date August 25,
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.
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)
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 Shanghai
International Airport Hotel (上海國際機場賓館), 2550
Hongqiao Road, Shanghai, the People’s Republic of China at 2 : 30 p.m. on
Friday, 9 October 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 25 August 2009 (the ‘‘Circular’’) relating to, among other things,
the absorption of Shanghai Airlines):
AS SPECIAL
RESOLUTION
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1.
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‘‘THAT, the proposal for the absorption of
Shanghai Airlines by the Company through share exchange be and is hereby
approved, ratified and confirmed. Details of the aforesaid absorption
proposal were set out in the Circular.’’
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By order of the Board
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中國東方航空股份有限公司
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CHINA
EASTERN AIRLINES CORPORATION LIMITED
Luo Zhuping
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Director and Company Secretary
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- 1
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The Directors, as at the date hereof, are:
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Liu Shaoyong
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(Chairman)
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Li Jun
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(Vice Chairman)
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Ma Xulun
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(Director, President)
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Luo Chaogeng
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(Director)
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Luo Zhuping
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(Director, Company Secretary)
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Hu Honggao
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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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Sandy Ke-Yaw Liu
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(Independent Non-executive Director)
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Shanghai, the PRC
25 August 2009
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
Tuesday, 8 September 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 at 2550 Hongqiao Road, Shanghai, the PRC
(for the attention of the Office of the Secretary of the Board of
Directors) (fax no: +86 21 62686116) by 4 : 00 p.m. on Friday, 18
September 2009 (if by facsimile) or between Thursday, 10 September 2009 to
Friday, 18 September 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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- 2
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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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The H
Share register of members of the Company will be closed from Wednesday, 9
September 2009 to Friday, 9 October 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 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 Tuesday, 8 September 2009.
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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No
shareholder is required to be abstain from voting in respect of the above
resolution.
- 3
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(A joint stock
limited company incorporated in the People’s Republic of China with limited liability)
(Stock code:
00670)
H SHAREHOLDERS CLASS MEETING
ATTENDANCE
SLIP
To: China Eastern Airlines Corporation
Limited (the ‘‘Company’’)
I/We
intend to attend the Company’s class meeting of the holders of H shares of the
Company to be held at Shanghai International Airport Hotel (上海國際機場賓館), 2550
Hongqiao Road, Shanghai, the People’s Republic of China at 2 : 30 p.m. on
Friday, 9 October 2009 personally/by appointing a proxy.
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Name
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Number of H Shares Held
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IC/Passport Number
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Shareholder’s Number
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Correspondence
Address
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Telephone Number
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Signature(s):
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Date:
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Notes:
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1.
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Please
print your full name in English as well as in Chinese (as registered in
the register of members).
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2.
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Please
attach a photocopy of the relevant page(s) in your IC/Passport showing
your name and your photo.
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3.
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Please
attach a photocopy of the documents certifying your
shareholding.
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4.
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As
for items ‘‘personally/by appointing a proxy’’ and ‘‘IC/Passport number’’,
please delete the items as
appropriate.
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5.
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This
slip must be completed and signed and be received at the Company’s place
of business at No. 2550 Hongqiao Road,
Shanghai, the People’s Republic of China by 4
:
00 p.m. on Friday, 18 September 2009 (if by facsimile)
or between Thursday, 10 September 2009 to Friday, 18 September
2009 (if by post). The slip must be addressed to the Secretary Office of
the Board of Directors.
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The slip
can be sent to the Company by way of mail (zip code: 200335) or by fax (fax
number: +86 21 62686116).
(A
joint stock
limited company incorporated in the People’s Republic of China with limited liability)
(Stock code:
00670)
Proxy Form
for the H Shareholders Class Meeting
to be held on Friday,
9 October 2009
I/We
___________________________________________________________________________
(Note 1), H Shares shareholder account number (if applicable):
________________________________________, address:
____________________________________________________________ (Note 1), hold
____________________ H Shares (Note 2) of China Eastern Airlines Corporation
Limited (the ‘‘Company’’) and hereby
appoint the chairman of the H Shareholders Class Meeting or Mr./Ms.
_____________________________ of address:
_________________________________________________ (Note 3), to represent me/us
to attend the H Shareholders Class Meeting to be held at Shanghai International
Airport Hotel (上海國 際機場賓館), 2550
Hongqiao Road, Shanghai, the People’s Republic of China at 2 : 30 p.m. on
Friday, 9 October 2009, and any adjournment thereof (the ‘‘H Shareholders Class Meeting’’) and vote on
behalf of me/us according to the following instructions upon the proposed
resolutions as listed in the Company’s notice of the H Shareholders Class
Meeting (the ‘‘Notice’’). In the absence
of any instruction on any particular matter, the proxy shall exercise his/her
discretion as to whether, and if so how, he/she votes.
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Note:
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Shareholders
should read the contents of the relevant resolutions contained in the
Notice carefully before exercising your vote on the below resolutions.
Capitalized terms defined herein should have the same meaning as ascribed
to them in the Notice.
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SPECIAL
RESOLUTIONS
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AGREE
(Note
4)
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DISAGREE
(Note
4)
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ABSTAIN
(Note
4)
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1.
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‘‘THAT, the proposal for
the absorption of Shanghai Airlines by the Company through share exchange
be and is hereby approved, ratified and confirmed. Details of the
aforesaid absorption proposal were set out in the
Circular.’’
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Signature(s):
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(Note 5) |
Date:
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Notes:
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1.
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Please
print your full name(s) and address(es) in English as well as in Chinese
(as registered in the register of
members).
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2.
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Please fill
in the number of H Shares registered in
your name(s). If
such number is
not provided, this
proxy form will be deemed to relate to
all the H Shares registered in your
name(s).
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3.
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If
you wish to appoint someone other than the chairman of the H Shareholders
Class Meeting, please delete the words ‘‘the chairman of
Shareholders Class Meeting or’’
and fill in the name and address of the proxy as entrusted by you in the space
provided. A shareholder can appoint one or more proxies for the
purpose of attending the meeting and the proxy/proxies do(es) not have to
be the Company’s shareholder(s). Any changes on this proxy form must be
duly authenticated by the signature of the signer of this proxy
form.
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4.
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IMPORTANT: If
you would like to vote for the
resolution, please put a tick (‘‘√’’) in the
appropriate box marked ‘‘Agree’’. If you
would like to vote against the
resolution, please put a cross (‘‘X’’) in the
box marked ‘‘Disagree’’. If
you would like to abstain from
voting the resolution, please put a tick (‘‘√’’) in the box marked ‘‘Abstain’’. In the absence of
any instruction, the proxy may vote at his/her
discretion.
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5.
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In
the event that the shareholder appointing a proxy is a company or an
institution, the proxy form must bear the company chop of that company or
institution.
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6.
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This
proxy form must be duly signed by the appointer or his attorney. If this
proxy form is signed by an attorney of the appointer, the power of
attorney authorising that attorney to sign (or other documents
of authorisation) must be notarially certified. For holders of H Shares,
the notarially certified power of attorney or other documents of
authorisation and proxy forms must be delivered to Hong Kong Registrars
Limited, the Company’s H Share registrar
at Rooms 1712–1716, 17th Floor, Hopewell
Centre, 183 Queen’s Road East, Wanchai, Hong Kong 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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7.
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If
more than one proxy has been appointed by any shareholders of the Company,
such proxies shall not vote at the same
time.
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8.
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If
a proxy attends the H Shareholders Class Meeting, appropriate
identification documents must be
produced.
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