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 October 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 October 9,
2009
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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)
RESULTS
OF THE SHAREHOLDERS’ MEETINGS
HELD
ON 9 OCTOBER 2009
|
The
Board announces the results of the EGM and the H Shareholders Class
Meeting held in Shanghai, the PRC on Friday, 9 October
2009.
|
Reference
is made to (1) the circular of China Eastern Airlines Corporation Limited (the
"Company") dated 25
August 2009 (the "Circular") containing, among
others, the notices dated 25 August 2009 of the extraordinary general meeting
(the "EGM") and the
class meeting of holders of H shares of the Company (the "H Shareholders Class Meeting")
to be held on 9 October 2009; and (2) the announcement of the Company dated 10
September 2009 in relation to, among others, the change of the time of the EGM
and the H Shareholders Class Meeting.
Unless
the context otherwise requires, capitalised terms used in the Circular shall
have the same meanings when used in this announcement.
RESULTS
OF EGM
The EGM
was held at Shanghai International Airport Hotel 上海國際機場賓館, 2550
Hongqiao Road, Shanghai, the People’s Republic of China (the "PRC") on Friday, 9 October
2009. Shareholders representing 6,351,173,281 shares of the Company were
present, in person, by way of on-line voting or by proxy, at the EGM. The EGM
was validly convened in compliance with the relevant requirements under the
Company Law of the PRC and the Articles of Association.
No
shareholder was required to abstain from voting in respect of any resolution
proposed for approval at the EGM.
No
shareholder was required to vote only against any of the resolutions proposed at
the EGM.
Each
resolution proposed for approval at the EGM was taken by poll.
PricewaterhouseCoopers, the auditors of the Company, were appointed as the
scrutineer for the purpose of vote-taking at the EGM. The resolutions set out
below are in the same order and correspond to those set out in the notice of the
EGM. The poll results in respect of the resolutions proposed for approval at the
EGM were set out as follows:
|
Total
number of shares represented by votes (Approximate %*)
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||||||||
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For
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Against
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Abstain
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||||||
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SPECIAL
RESOLUTIONS
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||||||||
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1.
|
"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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6,326,708,392
(99.6149%)
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23,107,582
(0.3638%)
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1,352,907
(0.0213%)
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||||
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2.
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"THAT, the terms and
conditions and the implementation of the transactions contemplated under
the Absorption Agreement be and is hereby approved, ratified and
confirmed."
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6,326,712,692
(99.6149%)
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23,107,682
(0.3638%)
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1,352,907
(0.0213%)
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||||
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3.
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"THAT, the Draft Report
for the Absorption of Shanghai Airlines Co., Ltd by China Eastern Airlines
Corporation Limited 《中國東方航空股份
有限公司換股吸收合併上海航空股份有限公司報告書（草案）》be
and is hereby approved, ratified and confirmed. Details of the aforesaid
draft report were contained in an overseas regulatory announcement of the
Company published on the website of the Stock Exchange on 10 August
2009."
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6,327,879,792
(99.6332%)
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23,127,482
(0.3641%)
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166,007
(0.0026%)
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||||
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4.
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"THAT, conditional upon
the passing of Resolution No. 1 above, the Board is authorized to make
such appropriate and necessary amendments to the Articles of Association
as they think fit to reflect the increases in the registered capital and
change of shareholding of the Company."
|
6,326,710,792
(99.6149%)
|
23,107,582
(0.3638%)
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1,352,907
(0.0213%)
|
||||
|
ORDINARY
RESOLUTIONS
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||||||||
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5.
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"THAT, that the Company
satisfies the conditions for material assets reorganization be and is
hereby confirmed."
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6,326,708,392
(99.6148%)
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23,111,982
(0.3639%)
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1,352,907
(0.0213%)
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||||
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6.
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"THAT, conditional upon
the passing of Resolution No. 1 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 above or any
matter incidental thereto."
|
6,326,710,792
(99.6149%)
|
23,107,582
(0.3638%)
|
1,352,907
(0.0213%)
|
||||
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7.
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"THAT, in connection with
the proposed absorption of Shanghai Airlines, the Company may provide
guarantee to its wholly owned subsidiary set up for the purpose of
absorbing all the assets and assuming all the liabilities of Shanghai
Airlines. Details of the aforesaid guarantee to be provided by the Company
were set out in section 2 of the Circular."
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6,326,716,867
(99.6149%)
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23,102,582
(0.3638%)
|
1,353,832
(0.0213%)
|
||||
* The percentage of voting is based on
the total number of shares held by shareholders present, in person, by way of
on-line voting or by proxy, at the EGM and entitled to vote in respect of the
relevant resolution.
Based on
the above poll results, all of the resolutions were passed.
RESULTS
OF H SHAREHOLDERS CLASS MEETING
The H
Shareholders Class Meeting was held at Shanghai International Airport Hotel
上海國際機場賓館, 2550 Hongqiao
Road, Shanghai, the PRC on Friday, 9 October 2009. The H Shareholders Class
Meeting was validly convened in compliance with the relevant requirements under
the Company Law of the PRC and the Articles of Association.
No
shareholder was required to abstain from voting in respect of the resolution
proposed for approval at the H Shareholders Class Meeting.
No
shareholder was required to vote only against any of the resolutions proposed at
the H Shareholders Class Meeting.
The
resolution proposed for approval at the H Shareholders Class Meeting was taken
on poll. PricewaterhouseCoopers, the auditors of the Company, were appointed as
the scrutineer for the purpose of vote-taking at the H Shareholders Class
Meeting. The poll results in respect of the resolution proposed for approval at
the H Shareholders Class Meeting were set out as follows:
|
Total
number of shares represented by votes (Approximate %*)
|
||||||||
|
For
|
Against
|
Abstain
|
||||||
|
SPECIAL
RESOLUTIONS
|
||||||||
|
1.
|
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."
|
1,902,038,617
(99.9996%)
|
7,500
(0.0004%)
|
0
(0%)
|
||||
* The percentage of voting is based on
the total number of shares held by shareholders present, in person or by proxy,
at the H Shareholders Class Meeting and entitled to vote in respect of the
relevant resolution.
Based on
the above poll results, the resolution was passed.
RESULTS
OF A SHAREHOLDERS CLASS MEETING
The A
Shareholders Class Meeting was validly convened and held at Shanghai
International Airport Hotel 上海國際機場賓館, 2550
Hongqiao Road, Shanghai, the PRC on Friday, 9 October 2009. The resolution
proposed for approval at the A Shareholders Class Meeting was
passed.
|
Note:
|
The
poll results were subject to scrutiny by PricewaterhouseCoopers, whose
work was limited to certain procedures requested by the Company to agree
the poll results summary prepared by the Company to poll forms collected
and provided by the Company to PricewaterhouseCoopers. The work performed
by PricewaterhouseCoopers in this respect did not constitute an assurance
engagement in accordance with Hong Kong Standards on Auditing, Hong Kong
Standards on Review Engagements or Hong Kong Standards on Assurance
Engagements issued by the Hong Kong Institute of Certified Public
Accountants nor did it include provision of any assurance on matters of
legal interpretation or entitlement to
vote.
|
|
By
order of the Board
CHINA
EASTERN AIRLINES CORPORATION LIMITED
Luo
Zhuping
Director
and Company Secretary
|
The
directors of the Company as at the date of this announcement are:
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Liu
Shao Yong
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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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|
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Luo
Chaogeng
|
(Director)
|
|
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Luo
Zhuping
|
(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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|
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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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|
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Sandy
Ke-Yaw Liu
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(Independent
Non-executive Director)
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Shanghai,
the PRC
9 October
2009