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 May 2011
Commission File Number: 001-14550
China Eastern Airlines Corporation Limited
———————————————————————————————————
(Translation of Registrant’s name into English)
Board Secretariat’s Office
Kong Gang San Lu, Number 88
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.
|
China Eastern Airlines Corporation Limited
(Registrant)
|
|||
|
Date May 12, 2011
|
By
|
/s/ Luo Zhupin | |
| Name: Luo Zhuping | |||
| Title: Director and 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)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the 2010 annual general meeting (“AGM”) 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 (“PRC”) at 9:00 a.m. on Wednesday, 29 June 2011, or any adjournment thereof, for the purpose of considering, and if thought fit, passing, with or without modifications, the following resolutions:
ORDINARY RESOLUTIONS
|
1.
|
“THAT, to consider and approve the report of the board of directors of the Company (the “Board”) for the year 2010.”
|
|
2.
|
“THAT , to consider and approve the report of the supervisory committee of the Company for the year 2010.”
|
|
3.
|
“THAT, to consider and approve the audited financial statements and the auditors’ reports for the Company for the year 2010.”
|
|
4.
|
“THAT, to consider and approve the Company’s profit distribution proposal for the year 2010 (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 2011 and PricewaterhouseCoopers, Certified Public Accountants as the Company’s international auditors for the financial year ending 31 December 2011, and to authorise the Board to determine their remuneration.”
|
–1–
SPECIAL RESOLUTION
|
6.
|
“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 (“A Shares”) and overseas listed foreign shares (“H 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 A Shares and H 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 A Shares and H Shares; and
|
|
(iii)
|
the Board will only exercise its power under such mandate in accordance with the Company Law of the PRC and the Rules Governing The Listing of Securities on The Stock Exchange of Hong Kong Limited (each 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 China Securities Regulatory Commission and/or other relevant PRC government authorities are obtained.
|
|
(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.
|
–2–
|
(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 separate or concurrent 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
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)
|
|
Sandy Ke-Yaw Liu
|
(Independent non-executive Director)
|
| Wu Xiaogen |
(Independent non-executive Director)
|
| Ji Weidong |
(Independent non-executive Director)
|
| Shao Ruiqing |
(Independent non-executive Director)
|
Shanghai, the PRC
12 May 2011
Notes:
1. Profit distribution proposal for the year ended 31 December 2010
The Board does not recommend the payment of dividend for the financial year ended 31 December 2010.
2. Persons entitled to attend the AGM
Persons who hold H shares of the Company and are registered as holders of the H shares on the register of members maintained by Hong Kong Registrars Limited at the close of business on Friday, 27 May 2011 will be entitled to attend the AGM upon completion of the necessary registration procedures. Notice will be made to the holders of the A shares of the Company separately.
3. Registration procedures for attending the AGM
|
(1)
|
Holders of the H shares of the Company 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 located at 2550 Hongqiao Road, Shanghai, the PRC (fax no: +86 21 62686116) (for the attention of the Office of the Secretary of the Board of Directors) from 9:00 a.m. to 4:00 p.m. on Wednesday, 8 June 2011 (if by facsimile) or between Wednesday, 1 June 2011 and Wednesday, 8 June 2011 (if by post). If proxies are appointed by shareholders of the Company (the “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–
|
(2)
|
Shareholders can deliver the necessary documents for registration to the Company in the following manner: by post or by facsimile.
|
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 H shares of the Company, 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 not less than 24 hours before the time scheduled for the holding of the AGM before such documents would be considered valid.
|
|
(3)
|
If more than one proxy has been appointed by any Shareholder, 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 Saturday, 28 May 2011 to Wednesday, 29 June 2011, both days inclusive, during which period no transfer of the H Shares will be effected. Where applicable, holders of the H shares of the Company 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 Friday, 27 May 2011.
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.
–4–