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 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 ¨ 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): ¨
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): ¨
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: ¨ 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.
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China Eastern Airlines Corporation
Limited
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(Registrant)
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Date
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June
15, 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: 670)
RESULTS
OF THE ANNUAL GENERAL MEETING
HELD
ON 13 JUNE 2009
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The
Board announces the results of the AGM held in Shanghai, the PRC on
Saturday, 13 June 2009.
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Reference
is made to (1) the circular dated 28 April 2009 (the “Circular”) of China Eastern
Airlines Corporation Limited (the “Company”) containing, among
others, the notice dated 28 April 2009 of the annual general meeting to be held
on 13 June 2009 (the “AGM”); and (2) the
supplemental circular of the Company dated 21 May 2009 (the “Supplemental
Circular”).
Unless
the context otherwise requires, capitalised terms used in the Circular and the
Supplemental Circular shall have the same meanings when used in this
announcement.
RESULTS
OF THE AGM
The AGM
was held at Meeting Centre, Shanghai International Airport Hotel（上海國際機場賓館）, 2550
Hongqiao Road, Shanghai, the PRC on Saturday, 13 June 2009. Shareholders
representing 3,132,018,732 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.
No shareholder of the Company was required to abstain from voting in respect of,
or to vote only against, any of the resolutions proposed at the
AGM.
Each
resolution proposed for approval at the AGM was taken by poll.
PricewaterhouseCoopers, the auditors of the Company, were 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 notice of the
AGM and the Supplemental Circular. The poll results in respect of the
resolutions proposed for approval at the AGM were set out as
follows:
1
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ORDINARY
RESOLUTIONS
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Total
number of shares represented by
votes (Approximate
%) (Note
1)
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|||||||||
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For
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Against
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Abstain
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|||||||
| 1. | “THAT, to consider and approve the report of the Board for the year 2008.” |
3,131,957,142
(99.99877%)
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239
(0.00001%)
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38,351
(0.00122%)
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| 2. | “THAT, to consider and approve the report of the supervisory committee of the Company for the year 2008.” |
3,131,956,663
(99.99875%)
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239
(0.00001%)
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38,830
(0.00124%)
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| 3 | “THAT, to consider and approve the audited financial statements and the auditors’ reports for the year 2008.” |
3,127,117,674
(99.99872%)
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601
(0.00002%)
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39,557
(0.00126%)
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| 4. | “THAT, to consider and approve the Company’s profit distribution proposal for the year 2008.” |
3,131,819,542
(99.99412%)
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145,109
(0.00463%)
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39,081
(0.00125%)
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| 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.” |
3,131,810,785
(99.99336%)
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168,081
(0.00537%)
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39,866
(0.00127%)
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| 6. | “THAT, to consider and approve, the resignation of Mr. Peter Lok as the independent non-executive director of the Company.” |
3,131,992,279
(99.99916%)
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23,239
(0.00074%)
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3,214
(0.00010%)
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| 7. | “THAT, to consider and approve, the appointment of Mr. Sandy Ke-Yaw Liu 劉克涯先生 as the independent non-executive director of the Company.” |
3,131,992,121
(99.99915%)
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24,360
(0.00078%)
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2,251
(0.00007%)
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2
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SPECIAL
RESOLUTIONS
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Total
number of shares represented by
votes (Approximate %)
(Note
1)
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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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8.
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“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 fulfil 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.” (Note 2) |
3,131,881,137
(99.99593%)
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125,163
(0.00400%)
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2,432
(0.00007%)
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9.
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“THAT, to consider and to authorise the granting of a general mandate to the Board to issue shares of the Company: |
3,090,878,136
(98.68645%)
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41,137,544
(1.31345%)
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3,052
(0.00010%)
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(a)
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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: |
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(i)
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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;
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(ii)
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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
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3
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(iii)
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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.
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(b)
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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: | ||||||||||
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(i)
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the
conclusion of the next annual general meeting of the Company following the
passing of this special resolution; or
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(ii)
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the
expiration of the 12-month period following the passing of this special
resolution; or
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(iii)
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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.
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(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.” | ||||||||
4
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10.
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“THAT, the proposed expansion of the scope of business of the Company by including “insurance agency services” and the consequential amendments to the Articles of Association as set out in the Supplemental 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 proposed expansion of the scope of business of the Company and/or the consequential 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 fulfil or accommodate any request that may be raised or made by the relevant authorities during the approval, endorsement and/or registration of expansion of the scope of business of the Company and/or the consequential amendments of the Articles of Association.” (Note 2) |
3,119,325,675
(99.84426%)
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4,862,403
(0.15564%)
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3,354
(0.00010%)
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Notes:
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1.
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The
percentage of voting is based on the total number of shares held by
shareholders present, in person or by proxy, at the AGM and entitled to
vote in respect of the relevant
resolution.
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2.
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Please
refer to the Circular and the Supplemental Circular for details of the
amendments to the Articles of
Association.
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Based on
the above poll results, all of the resolutions were passed.
5
RESIGNATION
AND APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS
The Board
announces that Mr. Peter Lok has resigned as an independent non-executive
director of the Company, and Mr. Sandy Ke-Yaw Liu has been appointed as an
independent non-executive director of the Company, each with effect from 13 June
2009 upon conclusion of the AGM.
Please
refer to the announcement of the Company dated 15 April 2009 for the
biographical details of Mr. Sandy Ke-Yaw Liu.
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By
order of the Board
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CHINA EASTERN AIRLINES CORPORATION LIMITED
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Luo
Zhuping
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Director
and Company
Secretary
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The
Directors as at the date of this announcement 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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Sandy
Ke-Yaw Liu
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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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Shanghai,
the PRC
14 June
2009
6