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 June 2008.
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 June 30, 2008 | 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.
(A
joint stock limited company incorporated in the People’s Republic of China with
limited liability)
(Stock
code: 670)
ANNOUNCEMENT
|
The
board of directors (the “Board”)
of China Eastern Airlines Corporation Limited (the “Company”)
announces the results of an annual general meeting (“AGM”)
of the Company held in Shanghai, the People’s Republic of China (the
“PRC”)
on Monday, 30 June 2008.
|
Reference
is made to the Company’s notice of the AGM (the “AGM
Notice”)
and
the circular both dated 13 May 2008 (the “Circular”).
Terms
defined in the Circular shall have the same meanings when used herein unless
otherwise specified.
RESULTS
OF THE AGM
The
AGM
was held at Meeting Centre, Shanghai Homeyo Hotel (上海航友賓館),
2550
Hongqiao Road, Shanghai, the PRC on Monday, 30 June 2008. Shareholders
representing 3,251,040,427 shares of the Company were present, in person or
by
proxy, at the AGM. The AGM was validly convened in compliance with the relevant
requirements under the Company Law of the PRC and the articles of association
of
the Company.
As
mentioned in the Circular, CEA Holding and its associates, holding 2,904,000,000
shares of the Company, were required to abstain, and have abstained, from voting
in respect of Ordinary Resolutions Nos. 6 and 7 proposed for approval at the
AGM. As such, (i) shareholders representing 1,962,950,000 shares of the Company
were entitled to attend and vote for or against Ordinary Resolutions Nos. 6
and
7 proposed for approval at the AGM, and shareholders representing 347,040,427
shares out of such 1,962,950,000 shares of the Company were present at the
AGM,
in person or by proxy, to vote in respect of Ordinary Resolutions Nos. 6 and
7;
and (ii) shareholders representing 4,866,950,000 shares of the Company (i.e.,
the Company’s entire issued share capital) were entitled to attend and vote for
or against all of the Ordinary Resolutions (except for the Ordinary Resolutions
Nos. 6 and 7) and the Special Resolutions proposed for approval at the AGM,
and
shareholders representing 3,251,040,427 shares out of such 4,866,950,000 shares
of the Company were present at the AGM, in person or by proxy, to vote in
respect of all of the Ordinary Resolutions (except for the Ordinary Resolutions
Nos. 6 and 7) and the Special Resolutions.
No
shareholder of the Company was required to vote only against any of the
resolutions proposed at the AGM.
Each
resolution proposed for approval at the AGM was taken on poll. Hong Kong
Registrars Limited, the Company’s H Shares registrar, was appointed as the
scrutineer for the purpose of vote-taking at the AGM. The resolutions set out
below are in the same order and correspond to those set out in the AGM Notice.
The poll results in respect of the resolutions proposed for approval at the
AGM
were set out as follows:
|
Total
number of shares represented by votes
(Approximate
% *)
|
||||
|
|
|
For
|
Against
|
Abstain
|
|
ORDINARY
RESOLUTIONS
|
||||
|
1.
|
To
approve the report of the Board for the year 2007
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3,176,066,491
(99.9920%)
|
216,700
(0.0068%)
|
35,936
(0.0012%)
|
|
2.
|
To
approve the report of the supervisory committee of the Company for
the
year 2007
|
3,176,016,491
(94.9905%)
|
266,700
(0.0084%)
|
35,936
(0.0011%)
|
|
3.
|
To
approve the audited financial statements and the auditors’ reports for the
year 2007
|
3,176,173,491
(99.9952%)
|
116,700
(0.0037%)
|
35,936
(0.0011%)
|
|
4.
|
To
approve the re-appointments of 普華永道中天會計師事務所有限公司
(PricewaterhouseCoopers, Zhong Tian CPAs Limited Company) as the
Company’s
PRC domestic auditors for the financial year ending 31 December 2008
and
PricewaterhouseCoopers, Certified Public Accountants as the Company’s
international auditors for the financial year ending 31 December
2008, and
to authorise the Board to determine and finalise their
remuneration
|
3,249,987,291
(99.9676%)
|
1,017,200
(0.0313%)
|
35,936
(0.0011%)
|
|
5.
|
To
approve the Company’s profit distribution proposal for the year
2007
|
3,243,470,591
(99.9944%)
|
147,000
(0.0045%)
|
35,936
(0.0011%)
|
|
6.
|
To
approve, confirm and ratify a conditional financial services agreement
dated 29 April 2008 entered into between the Company and 東航集團財務有限責任公司
(Eastern Air Group Finance Company Limited) and all transactions
thereunder and the relevant associated maximum aggregate annual values
in
such terms as set out in Ordinary Resolution No. 6 of the AGM
Notice
|
188,746,376
(55.5709%)
|
150,867,215
(44.4185%)
|
35,936
(0.0106%)
|
|
Total
number of shares represented by votes
(Approximate
% *)
|
||||
|
For
|
Against
|
Abstain
|
||
|
ORDINARY
RESOLUTIONS
|
||||
|
7.
|
To
approve, confirm and ratify the conditional catering services agreement
dated 29 April 2008 entered into between the Company and 東方航空食品投資有限公司
(Eastern Air Catering Investment Co. Ltd.) and all transactions thereunder
and the associated maximum aggregate annual values in such terms
as set
out in Ordinary Resolution No. 7 of the AGM Notice
|
332,155,091
(97.7935%)
|
7,458,500
(2.1959%)
|
35,936
(0.0106%)
|
|
SPECIAL
RESOLUTIONS
|
||||
|
8.
|
To
approve the issue of short-term debenture by the Company in such
terms as
set out in Special Resolution No. 8 of the AGM Notice
|
3,013,332,476
(93.3036%)
|
216,230,215
(6.6953%)
|
35,936
(0.0011%)
|
|
9.
|
To
authorise the granting of a general mandate to the Board to issue
shares
of the Company in such terms as set out in Special Resolution No.
9 of the
AGM Notice
|
3,018,851,576
(93.0715%)
|
224,696,015
(6.9274%)
|
35,936
(0.0011%)
|
|
*
|
The
percentage of voting is based on the total number of shares held
by the
Independent Shareholders who attended and voted at the AGM in person
or by
proxy.
|
Based
on
the above poll results, all of the Ordinary Resolutions and the Special
Resolutions were passed.
Please
refer to the AGM Notice for the full version of the above
resolutions.
By
order
of the Board
CHINA
EASTERN AIRLINES CORPORATION LIMITED
Luo
Zhuping
Director
and Company Secretary
The
Company’s directors as at the date of this announcement are:
|
Li
Fenghua
|
(Chairman,
Non-executive Director)
|
|
Li
Jun
|
(Vice
Chairman, Non-executive Director)
|
|
Cao
Jianxiong
|
(President,
Executive Director)
|
|
Luo
Chaogeng
|
(Non-executive
Director)
|
|
Luo
Zhuping
|
(Executive
Director)
|
|
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
30
June 2008