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 April 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
|
April
28, 2009
|
By
|
/s/
Luo Zhuping
|
||
|
Name:
Luo Zhuping
|
|||||
|
Title:
Company Secretary
|
|||||
|
THIS
CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION
|
|
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.
|
If you are in any doubt as to
any aspect of this circular, you should consult a stockbroker or other
registered dealer in securities, bank manager, solicitor, professional
accountant or other professional adviser.
If you have sold or
transferred all your shares in China Eastern Airlines Corporation
Limited, you should at once hand this circular to the purchaser or the
transferee or to the bank, licensed securities dealer or other agent through
whom the sale or transfer was effected for transmission to the purchaser or the
transferee.
Hong Kong
Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take
no responsibility for the contents of this circular, 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 circular.
(A joint stock limited company
incorporated in the People’s Republic of China with limited
liability)
(Stock code: 670)
NOTICE
OF ANNUAL GENERAL MEETING
AND
PROPOSED
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
An annual
general meeting of the Company (the “AGM”) will be held at Meeting
Centre, Shanghai International Airport Hotel （上海國際機場賓館）,
2550 Hongqiao Road, Shanghai, the People’s Republic of China at 9:30 a.m. on
Saturday, 13 June 2009. Notice of the AGM setting out the resolutions
to be approved at the AGM are attached at the end of this
circular. Proxy form for use at the AGM and the attendance slip are
also despatched together with this circular. If you intend to attend
the AGM, you should complete and return the attendance slip in accordance with
the instructions printed thereon as soon as possible.
Whether
or not you intend to attend the AGM, you are requested to complete and return
the proxy form in accordance with the instructions thereon and return it to Hong
Kong Registrars Limited at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183
Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not
later than 24 hours before the time appointed for holding such meeting or any
adjournment thereof.
Completion
and return of the proxy form will not preclude you from attending and voting at
the AGM should you so wish.
28 April
2009
|
CONTENTS
|
| Pages | |||
| DEFINITIONS |
1
|
||
| LETTER FROM THE BOARD |
|
||
|
1.
|
Introduction
|
2
|
|
|
2.
|
AGM
|
3
|
|
|
3.
|
Resignation and Appointment of
INED
|
4
|
|
|
4.
|
Proposed Amendments to the
Articles of Association
|
4
|
|
| APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION |
I-1
|
||
| NOTICE OF AGM |
5
|
||
|
DEFINITIONS
|
In this
circular, unless the context otherwise requires, the following expressions have
the following meanings:
|
“A
Shares”
|
means
the ordinary shares issued by the Company, with a RMB denominated par
value of RMB1.0 each, which are subscribed for and paid up in RMB and are
listed on the Shanghai Stock
Exchange;
|
|
“AGM”
|
means
the 2008 annual general meeting of the
Company;
|
|
“Articles
of Association”
|
means
the articles of association of the
Company;
|
|
“Board”
|
means
the board of directors of the
Company;
|
|
“Company”
|
means
中國東方航空股份有限公司 (China
Eastern Airlines Corporation Limited), a joint stock limited company
incorporated in the PRC with limited liability, whose H Shares, A Shares
and American depositary shares are listed on the Stock Exchange, the
Shanghai Stock Exchange and the New York Stock Exchange, Inc.,
respectively;
|
|
“connected
person”
|
has
the meaning ascribed thereto under the Listing
Rules;
|
|
“CSRC”
|
means
the China Securities Regulatory
Commission;
|
|
“Directors”
|
means
the directors of the Company;
|
|
“Hong
Kong”
|
means
the Hong Kong Special Administrative Region of the
PRC;
|
|
“H
Shares”
|
means
the ordinary shares issued by the Company, with a RMB denominated par
value of RMB1.0 each, which are subscribed for and paid up in a currency
other than RMB and are listed on the Stock
Exchange;
|
|
“INED”
|
means
independent non-executive directors of the
Company;
|
|
“Listing
Rules”
|
means
the Rules Governing the Listing of Securities on The Stock Exchange of
Hong Kong Limited;
|
|
“PRC”
|
means
the People’s Republic of China;
|
|
“RMB”
|
means
Renminbi, the lawful currency of the PRC;
and
|
|
“Stock
Exchange”
|
means
The Stock Exchange of Hong Kong
Limited.
|
1
|
LETTER
FROM THE BOARD OF DIRECTORS
|
(A joint stock limited company
incorporated in the People’s Republic of China with limited
liability)
(Stock code: 670)
|
Directors:
|
Legal
address:
|
|
|
Liu
Shaoyong
|
(Chairman)
|
66
Airport Street
|
|
Li
Jun
|
(Vice
Chairman)
|
Pudong
International Airport
|
|
Ma
Xulun
|
(Director,
President)
|
Shanghai
|
|
Luo
Chaogeng
|
(Director)
|
PRC
|
|
Luo
Zhuping
|
(Director,
Company Secretary)
|
|
|
|
Head office: | |
|
INED:
|
|
2550 Hongqiao Road |
|
Hu
Honggao
|
|
Shanghai |
|
Peter
Lok
|
|
|
|
Wu
Baiwang
|
PRC | |
|
Zhou
Ruijin
|
|
Principal place of business |
|
Xie
Rong
|
in Hong Kong: | |
| 5th Floor, McDonald’s Building | ||
| 48 Yee Wo Street | ||
| Hong Kong | ||
| Hong Kong share registrar and | ||
| transfer office: | ||
| Hong Kong Registrars Limited | ||
| Rooms 1712-1716, 17th Floor | ||
| Hopewell Centre | ||
| 183 Wanchai Queen’s Road East | ||
| Hong Kong | ||
| 28 April 2009 |
To
the shareholders of the Company
Dear Sir
or Madam,
NOTICE
OF ANNUAL GENERAL MEETING
AND
PROPOSED
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
|
1.
|
INTRODUCTION
|
The
purposes of this circular are to give shareholders information on matters to be
dealt with at the AGM, and to provide shareholders with information in relation
to the proposed amendments to the existing Articles of Association, which will
take effect upon approval of the same at the AGM.
2
|
LETTER
FROM THE BOARD OF
DIRECTORS
|
|
2.
|
AGM
|
Notice
of AGM
The AGM
will be held at Meeting Centre, Shanghai International Airport Hotel （上海國際機場賓館）,
2550 Hongqiao Road Shanghai, the PRC at 9:30 a.m., on Saturday, 13 June 2009 to
approve, among other things, ordinary resolutions in respect of the Company’s
financial statements for the financial year ended 31 December 2008, resignation
of an INED and appointment of a new INED, special resolutions in respect of
granting of the general mandate to the Board and proposed amendments to the
Articles of Association. A notice dated and issued on 28 April 2009
convening the AGM is also set out at the end of this circular.
Closure
of books
Persons
who hold A Shares or H Shares and are registered as holders of the A Shares or H
Shares on the register of members of the Company maintained by China Securities
Depository and Clearing Corporation Limited, Shanghai Branch and Hong Kong
Registrars Limited, as the case may be, at the close of business on 12 May 2009
will be entitled to attend the AGM upon completion of the necessary registration
procedures. The H Share register of members of the Company will be closed from
13 May 2009 to 13 June 2009, both days inclusive, during which period no
transfer of the H Shares will be effected. Where applicable, shareholders of the
H Shares intending to attend the AGM 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 at Rooms
1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong
Kong, by 4:00 p.m. on 12 May 2009.
Attendance
slip and proxy form
If you
are eligible and intend to attend the AGM, please complete and return the
attendance slip, a copy of which is enclosed, in accordance with the
instructions printed thereon as soon as possible and in any event no later than
20 days before the date appointed for holding such meeting or any adjournment
thereof.
If you
are not able to attend and/or vote at the AGM, you are strongly urged to
complete and return the proxy form, a copy of which is also enclosed, in
accordance with the instructions printed thereon as soon as possible and in any
event not later than 24 hours before the time appointed for the holding of the
AGM or any adjournment thereof. Completion and return of the proxy form will not
preclude you from attending and voting in person at the AGM or any adjournment
thereof should you so wish.
3
|
LETTER
FROM THE BOARD OF DIRECTORS
|
|
3.
|
RESIGNATION
AND APPOINTMENT OF INED
|
Reference
is made to the announcement of the Company dated 15 April 2009 in relation to
the proposed resignation and appointment of INED.
As
mentioned in the said announcement, Mr. Peter Lok will resign as an INED due to
personal reasons. The resignation is subject to the approval of the
respective resolution at the AGM.
The Board
understands from Mr. Peter Lok that he resigned as an INED due to his age and
Mr. Peter Lok confirms that there is no disagreement between him and the Board
and there is no matter relating to his resignation that needs to be brought to
the attention of the shareholders of the Company. The Board would
like to express its sincere gratitude to Mr. Peter Lok for his loyalty and
diligence during his tenure of office.
The Board
further announces that, Mr. Sandy Ke-Yaw Liu 劉克涯先生 (“Mr.
Liu”) will be appointed as an INED of the Company, subject to the approval of
the respective resolution at the AGM. The biographical details of Mr.
Liu is set out in the note 8 of the notice of the AGM.
|
4.
|
PROPOSED
AMENDMENTS TO THE ARTICLES OF
ASSOCIATION
|
The CSRC
has enacted a few regulations in recent years which affect the corporate
governance of PRC listed companies and the PRC Company Law has also been amended
in recent years. As such, the Board proposes to certain provisions in
the Articles of Association in accordance with the rules and regulations
applicable to the Company.
Such
amendments relate to the general provisions of the Articles of Association,
reduction of capital and repurchase of shares, shareholders and register of
shareholders, shareholders’ general meeting, board of directors, supervisory
committee, financial and accounting systems and profit distribution, merger and
division and dissolution and liquidation of the Company.
All such
amendments will be conditional upon and with effect from approval of the
respective resolution at the AGM. Details in relation to the proposed
amendments to the Articles of Association are set out in Appendix I to this
circular.
|
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
|
4
|
APPENDIX
I PROPOSED
AMENDMENTS TO THE ARTICLES OF
ASSOCIATION
|
The Board
proposes the following amendments to the Articles of Association:
|
I.
|
Regarding
the General Provisions
|
|
1.
|
The
third and fourth paragraph of Article 1 of the Articles of Association
originally reads:
|
“The
Company changed its registration with Shanghai Administration for Industry and
Commerce on October 18, 2002. The number of the Company’s business license is:
Qi Gu Hu Zong Zi No. 032138.
The
promoter of the Company is: Eastern Air Group Company.”
It shall
be amended as:
“As the
Company changed its legal representative on February 11, 2009, it also replaced
its business license. Its business license number is: 310000400111686
(Airport).
The
promoter of the Company is: China Eastern Air Holding Company.”
|
2.
|
Article
6 of the Articles of Association originally
reads:
|
“In
accordance with the PRC Company Law, the Special Regulations, Mandatory
Provisions for the Articles of Association of Companies to be Listed Outside
China (the “Mandatory Provisions”) and other relevant laws and administrative
regulations, the Company adopted a resolution at the 2006 shareholders’ annual
general meeting on June 29, 2007 to amend the Company’s previously amended
articles of association approved at the 2004 shareholders’ annual general
meeting on June 30, 2005 (the “Original Articles of Association”) and to
formulate these articles of association of the Company.”
It shall
be amended as:
“In
accordance with the PRC Company Law, the Special Regulations, Mandatory
Provisions for the Articles of Association of Companies to be Listed Outside
China (the “Mandatory Provisions”) and other relevant laws and administrative
regulations, the Company formulated the articles of association of the
Company.”
|
3.
|
To
delete the second paragraph of Article 10 of the Articles of Association,
which originally reads:
|
I -
1
|
APPENDIX
I PROPOSED
AMENDMENTS TO THE ARTICLES OF
ASSOCIATION
|
“Upon
approval of the companies approving department authorized by the State Council,
the Company may, according to its need of operation and management, operate as a
holding company as prescribed in the second paragraph of Article 12 of the
Company Law.”
|
II.
|
Regarding
Reduction of Capital and Repurchase of
Shares
|
|
4.
|
The
second paragraph of Article 28 of the Articles of Association originally
reads:
|
“The
Company shall notify its creditors within 10 days of the date of the Company’s
resolution for reduction of capital and shall publish a notice in a newspaper at
least three times within 30 days of the date of such resolution. A
creditor has the right within 30 days of receiving the notice from the Company
or, in the case of a creditor who does not receive the notice, within 90 days of
the date of the first public notice, to require the Company to repay its debts
or provide a corresponding guarantee for such debt.”
It shall
be amended as:
“The
Company shall notify its creditors within 10 days of the date of the Company’s
resolution for reduction of capital and shall publish a notice in a newspaper
within 30 days of the date of such resolution. A creditor has the
right within 30 days of receiving the notice from the Company or, in the case of
a creditor who does not receive the notice, within 45 days of the date of the
public notice, to require the Company to repay its debts or provide a
corresponding guarantee for such debt.”
|
III.
|
Regarding
Shareholders and Register of
Shareholders
|
|
5.
|
Regarding
Shareholders and Register of
Shareholders
|
The
second paragraph of Article 46 of the Articles of Association originally
reads:
“If a
shareholder of Domestic-Invested Shares loses his share certificate and applies
to the Company for a replacement new share certificate, it shall be dealt with
in accordance with article 150 of the Company Law.”
It shall
be amended as:
“If a
shareholder of Domestic-Invested Shares loses his share certificate and applies
to the Company for a replacement new share certificate, it shall be dealt with
in accordance with article 144 of the Company Law.”
I -
2
|
APPENDIX
I PROPOSED
AMENDMENTS TO THE ARTICLES OF
ASSOCIATION
|
|
IV.
|
Regarding
Shareholders’ General Meetings
|
|
6.
|
The
ninth paragraph of Article 56 of the Articles of Association, originally
reads:
|
“to
decide on matters such as merger, division, dissolution and liquidation of the
Company;”
It shall
be amended as:
“to
decide on matters such as merger, division, change in company form, dissolution
and liquidation of the Company;”
|
7.
|
The
thirteenth paragraph of Article 56 of the Articles of Association
originally reads:
|
“to
consider motions raised by shareholders who represent 5 per cent or more of the
total shares of the Company carrying the right to vote;”
It shall
be amended as:
“to
consider motions raised by shareholders who represent 3 per cent or more of the
total shares of the Company carrying the right to vote;”
|
8.
|
The
first paragraph of Article 60 of the Articles of Association originally
reads:
|
“When the
Company convenes a shareholders’ annual general meeting, shareholders holding 5
per cent or more of the total voting shares of the Company shall have the right
to propose new motions in writing, and the Company shall place those matters in
the proposed motions within the scope of functions and powers of the
Shareholders’ general meeting on the agenda.”
It shall
be amended as:
“When the
Company convenes a shareholders’ annual general meeting, shareholders holding 3
per cent or more of the total voting shares of the Company can within the
timeline prescribed by laws and regulations and listing rules, propose new
motions and submit to the board of directors in writing before the convening of
the shareholders’ annual general meeting. The Company shall place those matters
in the proposed motions submitted by shareholders within the prescribed timeline
that are within the scope of functions and powers of the shareholders’ general
meeting on the agenda.
I -
3
|
APPENDIX
I PROPOSED
AMENDMENTS TO THE ARTICLES OF
ASSOCIATION
|
|
9.
|
The
second paragraph of Article 71 of the Articles of Association, originally
reads:
|
“To adopt
an ordinary resolution, votes representing more than one half of the voting
rights represented by the shareholders (including proxies) present at the
meeting must be exercised in favour of the resolution in order for it to be
passed.”
It shall
be amended as:
“To adopt
an ordinary resolution, votes representing a majority of the voting rights
represented by the shareholders (including proxies) present at the meeting must
be exercised in favour of the resolution in order for it to be
passed.”
|
10.
|
To
delete the third paragraph of Article 71 of the Articles of Association,
which originally reads:
|
“The
shareholders (including proxies) present at the meeting shall expressly state
their agreement with or objection to every matter to be determined by
voting. If a shareholder abstains from voting or casts an abstention
vote, the Company shall disregard such vote as a voting share when counting the
result of voting.”
|
11.
|
To
delete Article 78(A) of the Articles of Association, which originally
reads:
|
“Subject
to these articles of association, all applicable laws and administrative
regulations and/or other rules or requirements that may be promulgated by
relevant authorities from time to time, implementation of or application for any
of the following matters requires approval by the shareholders at the
Shareholders’ general meeting and approval by votes representing more than one
half of the voting rights held by the public shareholders who vote at the
Shareholders’ general meeting:
|
|
(1)
|
the
Company’s follow-on public offering (including an offering of
Overseas-Listed Foreign-Invested Shares or other equity securities), any
offering of convertible bonds or any rights issue (except where a
controlling shareholder undertakes prior to the Shareholders’ general
meeting to subscribe for the rights issue shares wholly in
cash);
|
|
|
(2)
|
restructuring
of material assets with the total consideration for the assets acquired
equal to or exceeding 20% of the audited book value of such
assets;
|
|
|
(3)
|
repayment
of debts owed by a shareholder to the Company with equity shares of the
Company;
|
I -
4
|
APPENDIX
I PROPOSED
AMENDMENTS TO THE ARTICLES OF
ASSOCIATION
|
|
|
(4)
|
overseas
listing of a subsidiary of the Company that has material effect on the
Company; and
|
|
|
(5)
|
any
matters relating to the development of the Company that have material
effect on the interests and rights of the public
shareholders.
|
If a
Shareholders’ general meeting is convened in connection with any of the above
matters, the Company shall provide the shareholders with online voting
facilities, provided that doing so would be permissible under all applicable
laws and administrative regulations and/or acceptable to relevant regulatory
authorities and would comply with and satisfies all relevant
rules.”
|
12.
|
To
delete Article 78(B) of the Articles of Association, which originally
reads:
|
“Under
any of the above circumstances, after giving notice to shareholders of the
Shareholders’ general meeting, the Company shall publicly announce such notice
within three (3) days after the relevant record date.”
|
13.
|
Article
97(A) of the Articles of Association originally
reads:
|
“Any
provision of guarantee by the Company for the benefit of any other person must
comply with and satisfy these articles of association, all applicable laws and
administrative regulations and/or any other rules or requirements that may be
promulgated by relevant authorities from time to time; and shall require
approvals by the audit committee of the board of directors, at least two-thirds
of the board of directors and the shareholders at the Shareholders’ general
meeting.”
It shall
be amended as:
“Any
purchase, sale of material assets or guarantee by the Company within one year
with an amount exceeding 30 per cent of the Company’s total assets must comply
with and satisfy these articles of association, all applicable laws and
administrative regulations and/or any other rules or requirements that may be
promulgated by relevant authorities from time to time; and shall require
resolutions by the shareholders in a shareholders’ general meeting, which should
be passed by more than two-thirds of the voting rights of the shareholders who
attend the meeting.”
I -
5
|
APPENDIX
I PROPOSED
AMENDMENTS TO THE ARTICLES OF
ASSOCIATION
|
|
V.
|
Regarding
Board of Directors
|
|
14.
|
Article
100 of the Articles of Association originally
reads:
|
“Meetings
of the board of directors shall be held at least twice every year and convened
by the Chairman of the board of directors. Notice of the meeting
shall be served on all of the directors 10 days before the date of the
meeting. In case of any urgent matters, the Chairman may convene an
extraordinary meeting of the board of directors; upon requisition by more than
one half of the directors, an extraordinary meeting of the board of directors
must be held; upon requisition by more than one third of the directors or by the
general manager, an extraordinary meeting of the board of directors may be
held.”
It shall
be amended as:
“Regular
meetings of the board of directors shall be held four times every year,
approximately once per quarter and shall be convened by the Chairman of the
board of directors. Upon requisition by the shareholders representing more than
one tenth of the voting rights, more than one half of the directors, supervisory
committee and more than one half of the independent directors or upon request by
the securities regulatory authorities, an extraordinary meeting of the board of
directors shall be held. In case of any urgent matters, the Chairman may convene
an extraordinary meeting of the board of directors; upon requisition by more
than one third of the directors or by the general manager, an extraordinary
meeting of the board of directors may be held. The Chairman of the board shall
convene and preside over the meeting of the board of directors within 10 days
upon receipt of the requisition.”
|
15.
|
The
first paragraph of Article 104 of the Articles of Association originally
reads:
|
“Meetings
of the board of directors shall be held only if more than one half of the
directors (including any directors appointed pursuant to Article 105 below) are
present.”
It shall
be amended as:
“Meetings
of the board of directors shall be held only if a majority of the directors
(including any directors appointed pursuant to Article 105 below) are
present.”
|
VI.
|
Regarding
Supervisory Committee
|
|
16.
|
Article
119 of the Articles of Association originally
reads:
|
“Meetings
of the supervisory committee shall be held at least once a year, and shall be
convened by the chairman of the supervisory committee.
I -
6
|
APPENDIX
I PROPOSED
AMENDMENTS TO THE ARTICLES OF
ASSOCIATION
|
A person
convening a meeting of the supervisory committee shall notify all supervisors in
writing 10 days prior to the meeting. A notice of meeting shall
specify:
|
|
(1)
|
the
date and the place of the meeting;
|
|
|
(2)
|
the
length of the meeting;
|
|
|
(3)
|
the
matters and topics to be discussed;
and
|
|
|
(4)
|
the
date of the notice.”
|
It shall
be amended as:
“Supervisory
committee meetings shall be divided into regular meetings and extraordinary
meetings, and shall be convened by the chairman of the supervisory committee. A
regular supervisory committee meeting shall be convened at least once every six
months. Supervisors can propose to convene an extraordinary
meeting.
The
convener of a meeting shall notify all supervisors in writing 10 days (for
regular meetings) and 5 days (for extraordinary meetings) prior to the
meeting. A notice of meeting shall specify:
|
|
(1)
|
the
date and the place of the meeting;
|
|
|
(2)
|
the
length of the meeting;
|
|
|
(3)
|
the
matters and topics to be discussed;
and
|
|
|
(4)
|
the
date of the notice.”
|
|
17.
|
To
include a sixth paragraph to Article 120 of the Articles of Association,
which reads:
|
“to
propose a motion for a shareholders’ general meeting;”
The
original sixth and seventh paragraph shall accordingly become the seventh and
eighth paragraph.
|
VII.
|
Regarding
Financial and Accounting Systems and Profit
Distribution
|
|
18.
|
The
first paragraph of Article 143 of the Articles of Association originally
reads:
|
“At the
end of each fiscal year, the Company shall prepare a financial report which
shall be examined and verified as provided by law.”
I -
7
|
APPENDIX
I PROPOSED
AMENDMENTS TO THE ARTICLES OF
ASSOCIATION
|
It shall
be amended as:
“At the
end of each fiscal year, the Company shall prepare a financial report which
shall be audited by an accounting firm as provided by the law. The financial and
accounting reports shall be prepared according to the laws, administrative
regulations, and stipulations of the finance department of the State Council and
securities regulatory authorities.”
|
19.
|
To
delete the second paragraph of Article 143 of the Articles of Association,
which originally reads:
|
“The
Company’s financial reports shall include the following accounting statements
and schedules:
|
|
(1)
|
balance
sheet;
|
|
|
(2)
|
profit
and loss statement;
|
|
|
(3)
|
statement
of financial changes;
|
|
|
(4)
|
explanation
of financial conditions;
|
|
|
(5)
|
profit
distribution statement.”
|
|
20.
|
To
insert a second paragraph to Article 153 of the Articles of Association,
which reads:
|
“the
capital common reserve fund shall not be used for making up the losses of the
Company.”
The
original second paragraph of Article 153 shall accordingly become the third
paragraph.
|
21.
|
To
insert a second and third paragraph to Article 157 of the Articles of
Association, which reads:
|
“The
Company should pay close attention to profit distribution to ensure reasonable
return of investment to the investors and the profit distribution policy should
maintain continuity and stability.
The
Company shall reasonably distribute cash dividends according to laws and
regulations and requirements of securities regulatory authorities, as well as
the Company’s own operating performance and financial condition. In the event
that the board of directors of the Company does not expect to conduct profit
distribution in cash, the Company shall state the reasons in its periodic
report.”
I -
8
|
APPENDIX
I PROPOSED
AMENDMENTS TO THE ARTICLES OF
ASSOCIATION
|
|
VIII.
|
Regarding
Merger and Division of the Company
|
|
22.
|
The
second paragraph of Article 173 of the Articles of Association originally
reads:
|
“In the
event of a merger, the merging parties shall execute a merger agreement and
prepare a balance sheet and an inventory of assets. The Company shall
notify its creditors within 10 days of the date of the Company’s resolution to
merge and shall publish a public notice in a newspaper at least three times
within 30 days of the date of the Company’s resolution to merge. A
creditor has the right within 30 days of receiving such notice from the Company
or, for creditors who do not receive the notice, within 90 days of the date of
the first public notice, to demand that the Company repay its debts to that
creditor or provide a corresponding guarantee for such debt. Where
the company fails to repay its debts or provide corresponding guarantees for
such debts, it may not be merged.”
It shall
be amended as:
“In the
event of a merger, the merging parties shall execute a merger agreement and
prepare a balance sheet and an inventory of assets. The Company shall
notify its creditors within 10 days of the date of the Company’s resolution to
merge and shall publish a notice in a newspaper within 30 days of the date of
the Company’s resolution to merge. A creditor has the right within 30
days of receiving such notice from the Company or, for creditors who do not
receive the notice within 45 days of the date of the public notice, to demand
that the Company repay its debts to that creditor or provide a corresponding
guarantee for such debt. Where the company fails to repay its debts
or provide corresponding guarantees for such debts, it may not be
merged.”
|
23.
|
The
second paragraph of Article 174 of the Articles of Association, originally
reads:
|
“In the
event of division of the Company, the parties to such division shall execute a
division agreement and prepare a balance sheet and an inventory of
assets. The Company shall notify its creditors within 10 days of the
date of the Company’s resolution to divide and shall publish a public notice in
a newspaper at least three times within 30 days of the date of the Company’s
resolution to divide. A creditor has the right within 30 days of
receiving such notice from the Company or, for creditors who do not receive the
notice, within 90 days of the date of the first public notice to demand that the
Company repay its debts to that creditor or provide a corresponding guarantee
for such debt. Where the Company fails to repay its debts or provide
corresponding guarantees for such debts, it may not be divided.”
I -
9
|
APPENDIX
I PROPOSED
AMENDMENTS TO THE ARTICLES OF
ASSOCIATION
|
It shall
be amended as:
“In the
event of division of the Company, the parties to such division shall execute a
division agreement and prepare a balance sheet and an inventory of
assets. The Company shall notify its creditors within 10 days of the
date of the Company’s resolution to divide and shall publish a notice in a
newspaper within 30 days of the date of the Company’s resolution to divide. The
debts before the event of division of the Company shall be jointly and severally
liable by the companies after division. However, there is exception if the
Company and creditors have otherwise agreed upon the debt repayment in written
agreement before the event of division of the Company.”
|
IX.
|
Regarding
Dissolution and Liquidation of the
Company
|
|
24.
|
The
first paragraph of Article 179 of the Articles of Association, originally
reads:
|
“The
liquidation group shall within 10 days of its establishment send notices to
creditors, and within 60 days of its establishment publish a public notice in a
newspaper at least three times. A creditor shall within 30 days of
receiving notice, or for creditors who do not receive notice, within 90 days of
the date of the first public notice, report its creditors’ rights to the
liquidation group.”
It shall
be amended as:
“The
liquidation group shall within 10 days of its establishment send notices to
creditors, and within 60 days of its establishment publish a notice in a
newspaper. A creditor shall within 30 days of receiving notice, or
for creditors who do not receive notice, within 45 days of the date of the
public notice, report its creditors’ rights to the liquidation
group.”
|
25.
|
To
add the following to the last part of Article 184 of the Articles of
Association, which reads:
|
“In the
event that the provisions of the Articles of Association contravene with the
requirements of PRC laws, regulations or regulatory documents, the latter shall
prevail.”
I -
10
|
NOTICE
OF ANNUAL GENERAL MEETING
|
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.
(Stock code: 670)
|
NOTICE
OF ANNUAL GENERAL MEETING
|
NOTICE IS HEREBY GIVEN THAT
the 2008 annual general 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 International Airport Hotel （上海國際機場賓館）,
2550 Hongqiao Road, Shanghai, the People’s Republic of China at 9:30 a.m. on
Saturday, 13 June 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 28 April 2009 (the “Circular”)):
|
ORDINARY
RESOLUTIONS
|
|
1.
|
“THAT, to consider and
approve the report of the Board for the year
2008.”
|
|
2.
|
“THAT, to consider and
approve the report of the supervisory committee of the Company for the
year 2008.”
|
|
3.
|
“THAT, to consider and
approve the audited financial statements and the auditors’ reports for the
year 2008.”
|
|
4.
|
“THAT, to consider and
approve the Company’s profit distribution proposal for the year 2008 (Note
1).”
|
|
5.
|
“THAT, to consider and
approve the re-appointments of (PricewaterhouseCoopers, Zhong Tian CPAs
Limited Company) as the Company’s PRC domestic auditors for the financial
year ending 31 December 2009 and PricewaterhouseCoopers, Certified Public
Accountants as the Company’s international auditors for the financial year
ending 31 December 2009, and to authorise the Board to determine and
finalise their remuneration.”
|
|
6.
|
“THAT, to consider and
approve, the resignation of Mr. Peter Lok as the independent non-executive
director of the Company.”
|
5
|
NOTICE
OF ANNUAL GENERAL MEETING
|
|
7.
|
“THAT, to consider and
approve, the appointment of Mr. Sandy Ke-Yaw Liu 劉克涯先生(“Mr. Liu”) as the
independent non-executive director of the
Company.”
|
Please
refer to note 8 of this notice for biographical details of Mr. Liu.
|
SPECIAL
RESOLUTIONS
|
|
8.
|
“THAT, the proposed
amendments to the Articles of Association as set out in 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.”
|
|
9.
|
“THAT, to consider and to
authorise the granting of a general mandate to the Board to issue shares
of the Company:
|
|
|
(a)
|
the
Board be and is hereby granted, during the Relevant Period (as hereafter
defined), an unconditional general mandate to separately or concurrently
issue, allot and/or deal with domestic shares (“Domestic Shares”) and
overseas listed foreign shares (“Foreign Shares”) of the
Company, and to make or grant offers, agreements or options in respect
thereof, subject to the following
conditions:
|
|
|
(i)
|
such
mandate shall not extend beyond the Relevant Period save that the Board
may during the Relevant Period make or grant offers, agreements or options
which might require the exercise of such powers after the end of the
Relevant Period;
|
|
|
(ii)
|
the
number of the Domestic Shares and Foreign Shares to be issued and allotted
or agreed conditionally or unconditionally to be issued and allotted by
the Board shall not exceed 20% of each of its existing Domestic Shares and
Foreign Shares; and
|
|
|
(iii)
|
the
Board will only exercise its power under such mandate in accordance with
the Company Law of the PRC and the Listing Rules (as amended from time to
time) or applicable laws, rules and regulations of other government or
regulatory bodies and only if all necessary approvals from the CSRC and/or
other relevant PRC government authorities are
obtained.
|
6
|
NOTICE
OF ANNUAL GENERAL MEETING
|
|
|
(b)
|
for
the purposes of this special
resolution:
|
“Relevant
Period” means the period from the passing of this special resolution until the
earliest one of the following three terms:
|
|
(i)
|
the
conclusion of the next annual general meeting of the Company following the
passing of this special resolution;
or
|
|
|
(ii)
|
the
expiration of the 12-month period following the passing of this special
resolution; or
|
|
|
(iii)
|
the
date on which the authority granted to the Board set out in this special
resolution is revoked or varied by a special resolution of the
shareholders of the Company in a general
meeting.
|
|
|
(c)
|
contingent
on the Board resolving to separately or concurrently issue shares pursuant
to paragraph (a) of this special resolution, the Board be authorized to
increase the registered capital of the Company to reflect the number of
share authorized to be issued by the Company pursuant to paragraph (a) of
this special resolution and to make such appropriate and necessary
amendments to the Articles of Association as they think fit to reflect
such increases in the registered capital of the Company and to take any
other action and complete an formality required to effect the separately
or concurrently issuance of shares pursuant to paragraph (a) of this
special resolution and the increase in the registered capital of the
Company.”
|
|
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
|
7
|
NOTICE
OF ANNUAL GENERAL MEETING
|
As
at the date hereof, the Directors are:
|
Liu
Shaoyong
|
(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
28 April
2009
Notes:
|
1.
|
Profit
distribution proposal for the year ended 31 December
2008
|
The Board
does not recommend the payment of dividend for the financial year ended 31
December 2008.
|
2.
|
Persons
entitled to attend the AGM
|
Persons
who hold A Shares or H Shares and are registered as holders of the A Shares or H
Shares on the register of members maintained by China Securities Depository and
Clearing Corporation Limited, Shanghai Branch and Hong Kong Registrars Limited,
respectively, at the close of business on Tuesday, 12 May 2009 will be entitled
to attend the AGM upon completion of the necessary registration
procedures.
|
3.
|
Registration
procedures for attending the AGM
|
|
|
(1)
|
Holders
of the Company’s A Shares shall deposit documents of certification of
their shares and their authorised representatives’ documents of identity
with 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
Secretary Office of the Board of Directors) by 4:00 p.m. on Friday, 22 May
2009 (if in person or by facsimile) or between Thursday, 14 May 2009 to
Friday, 22 May 2009 (if by post). In case such holders are
represented by authorised representatives, they shall also deliver their
powers of attorney and copies of the attorney’s documents of identity to
the above place of business of the
Company.
|
|
|
(2)
|
Holders
of the H Shares shall deliver their written replies for attending the AGM,
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
stated above by 4:00 p.m. on Friday, 22 May 2009 (if in person or by
facsimile) or between Thursday, 14 May 2009 to Friday, 22 May 2009 (if by
post). If proxies are appointed by shareholders to attend the
AGM, 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.
|
|
|
(3)
|
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 AGM and will despatch to shareholders voting
forms by post or by facsimile. Shareholders may present the voting forms
when attending the AGM as evidence of eligibility to attend the
meeting.
|
8
|
NOTICE
OF ANNUAL GENERAL MEETING
|
|
4.
|
Appointing
proxies
|
|
|
(1)
|
Shareholders
who have the right to attend and vote at the AGM 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.
|
|
|
(2)
|
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. For the
holders of the A Shares, the notarially certified power of attorney or
other documents of authorisation and proxy forms must be delivered to the
registrar of the Company not less than 24 hours before the time scheduled
for the holding of the AGM before such documents would be considered
valid. For the holders of the H Shares, the aforementioned documents must
be delivered to Hong Kong Registrars Limited, the Company’s H share
registrar, within the same time limit in order for such documents to be
valid.
|
|
|
(3)
|
If
more than one proxy has been appointed by any shareholder of the Company,
such proxies shall not vote at the same
time.
|
|
5.
|
Duration
of the AGM
|
The AGM
is expected to last for half a day. Shareholders or their proxies attending the
AGM shall be responsible for their own accommodation and travel
expenses.
|
6.
|
Closure
of books
|
The H
Share register of members of the Company will be closed from Wednesday, 13 May
2009 to Saturday, 13 June 2009, 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 AGM 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, 12 May 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
|
7.
|
Abstention
from voting
|
No person
is required to abstain from voting in respect of any of the resolutions set out
in the notice.
|
8.
|
Biographical
details of Mr. Liu
|
Mr. Liu,
aged 61, joined the civil aviation industry in Taiwan since 1969. He
has served in China Airlines（台灣中華航空公司）as
Airport Manager in Honolulu Airport, Marketing Director for the Americas,
General Manager for Hawaii District, Regional Director for Europe, Director of
Corporate Planning and Director of Marketing Planning respectively in its
Corporate Office Taiwan. He also served as Vice President for Market
and Sales in 1993 and Executive Vice President for Commercial since 1996, and
was promoted to President in 1998. Additionally, Mr. Liu had served as Board
Director in Taiwan Mandarin Airlines（台灣華信航空）, Taiwan
Far Eastern Air Transport（台灣遠東航空）, Taiwan
China Pacific Catering Service（台灣華膳空廚）, Taiwan
Taoyuan International Airport Service Company（台灣桃園航勤服務公司）and the
Chairman of the Board of Taiwan Air Cargo Terminal（台灣華儲物流公司）. In
2001, he moved to Hong Kong to join Expeditors International of Washington, Inc.
a global logistics company as the Chief Operating Officer for Asia Region. Mr.
Liu graduated from Taipei’s Shih-Shin University（台灣世新大學）and
attended advanced study program in Stanford University in the United States in
1990 and 1993 respectively.
9
|
NOTICE
OF ANNUAL GENERAL MEETING
|
As far as
the Board is aware and save as disclosed in the above, Mr. Liu has not held any
directorship in the last 3 years in public companies the securities of which are
listed on any securities market in Hong Kong or overseas or other major
appointments and professional qualifications preceding the date of this notice,
nor has he any relationship with any directors, senior management or substantial
or controlling shareholders of the Company. As at the date of this notice, Mr.
Liu has not, and is not deemed to have, any interests in any shares or
underlying shares of the Company within the meaning of Part XV of the Securities
and Futures Ordinance.
Subject
to shareholders’ approval of his appointment at the AGM, Mr. Liu will enter into
a service contract with the Company for a term that is the same as the fifth
session of the Board. The remuneration of Mr. Liu will be determined by the
remuneration committee of the Board according to his responsibilities with the
Company and prevailing market conditions.
Pursuant
to the Articles of Association, Mr. Liu will hold office until the next annual
general meeting of the Company and will be eligible for re-election at the
meeting.
Save as disclosed in this
notice, the Board is not
aware of any matters in relation to the appointment of Mr. Liu which are
required to be disclosed pursuant to Rules 13.51(2) of the Listing Rules and any other matter that need
to be brought to the attention of the shareholders of the
Company.
10