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 December 2010
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 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.
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China Eastern Airlines
Corporation Limited
(Registrant)
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Date: December 15,
2010
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By:
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/s/ Luo Zhuping | |
| Name: Luo Zhuping | |||
| Title: Director and 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.
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(a
joint stock limited company incorporated in the People’s Republic of China with
limited liability)
(Stock
code: 00670)
RESULTS
OF THE EXTRAORDINARY GENERAL MEETING
HELD
ON 15 DECEMBER 2010
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The
board of directors (the “Board”) of China Eastern
Airlines Corporation Limited (the “Company”) announces the
results of the extraordinary general meeting of the Company (the “ Meeting ”) held in
Shanghai, the People’s Republic of China (the “PRC ”) on Wednesday, 15
December 2010.
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Reference
is made to the notice of the Meeting dated 29 October 2010 (the “Notice”). Terms defined in the Notice shall
have the same meanings when used herein unless otherwise specified.
RESULTS
OF THE MEETING
The
Meeting was held at Meeting Centre, Shanghai International Hotel 上海國際機場賓館, 2550
Hongqiao Road, Shanghai, the PRC on Wednesday, 15 December 2010. Shareholders
representing 8,699,065,585 shares of the Company were present, in person or by
proxy, at the Meeting. The Meeting 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 vote only against any
of the resolutions proposed at the Meeting.
As
mentioned in the circular of the Company dated 29 October 2010, 中國東方航空集團公司 (China
Eastern Air Holding Company) and its associates, holding 6,758,749,999 shares of
the Company, were required to abstain, and have abstained, from voting in
respect of Ordinary Resolutions Nos. 2 and 3 proposed for approval at the EGM.
As such, (i) shareholders representing 4,517,788,861 shares of the Company were
entitled to attend and vote for or against Ordinary Resolutions Nos. 2 and 3
proposed for approval at the EGM, and shareholders representing 1,940,315,586
shares out of such 4,517,788,861 shares of the Company were present at the EGM,
in person or by proxy, to vote in respect of Ordinary Resolutions Nos. 2 and 3;
and (ii) shareholders representing 11,276,538,860 shares of the Company (i.e.,
the Company’s entire issued share capital) were entitled to attend and vote for
or against Ordinary Resolution 1 proposed for approval at the EGM, and
shareholders representing 8,699,065,585 shares out of such 11,276,538,860 shares
of the Company were present at the EGM, in person or by proxy, to vote in
respect of Ordinary Resolution 1.
- 1
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Each
resolution proposed for approval at the Meeting was taken by poll.
PricewaterhouseCoopers, the auditors of the Company were appointed as the
scrutineer for the purpose of vote-taking at the Meeting. The poll results in
respect of the resolutions proposed for approval at the Meeting were set out as
follows:
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Total
number of shares represented by votes (Approximate % *)
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||||
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ORDINARY
RESOLUTIONS
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For
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Against
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Abstain
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1.
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To
consider and approve the setting up of 東方航空雲南有限公司
(Eastern Airlines Yunnan Limited Corporation) jointly by the Company and
State-owned Assets Supervision and Administration Commission of the
People’s Government of Yunnan Province.
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8,699,053,530
(99.9999%)
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4,439
(0.0001%)
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7,616
(0.0000%)
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2.
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To
consider, approve, confirm and ratify a conditional financial services
agreement dated 15 October 2010 (the “Financial Services Renewal
Agreement”), a copy of which will be produced to the EGM and initialed by
the chairman of the EGM for the purpose of identification, 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 relation to the
provision of deposit services to the Group as determined pursuant to and
for the purpose of the connected transaction regulatory requirements under
the Listing Rules, details of all of which are set out in the announcement
of the Company dated 15 October 2010 (the “Announcement”) under the
paragraphs headed “Financial Services Renewal Agreement” and the circular
of the Company dated 29 October 2010; and to authorize any director of the
Company to sign all such documents and/or do all such things and acts as
he may consider necessary or expedient and in the interest of the Company
for the purpose of effecting or otherwise in connection with all
transactions relating to the provision of deposit services under the
Financial Services Renewal Agreement or any matter incidental
thereto.
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1,785,636,308
(92.0281%)
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154,676,600
(7.9717%)
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2,678
(0.0002%)
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- 2
-
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Total
number of shares represented by votes (Approximate % *)
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||||
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ORDINARY
RESOLUTIONS
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For
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Against
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Abstain
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3.
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To
consider, approve, confirm and ratify a conditional catering services
agreement dated 15 October 2010 (the “Catering Services Renewal
Agreement”) regarding the provision of catering services to the Group, a
copy of which will be produced to the EGM and initialed by the chairman of
the EGM for the purpose of identification, 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
in relation to the provision of catering services to the Group; and to
authorize any director of the Company to sign all such documents and/or do
all such things and acts as he may consider necessary or expedient and in
the interest of the Company for the purpose of effecting or otherwise in
connection with all transactions relating to the Catering Services Renewal
Agreement or any matter incidental thereto.
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1,940,303,804
(99.9994%)
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9,104
(0.0005%)
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2,678
(0.0001%
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*
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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 Meeting and entitled to vote in Respect of the relevant
resolution.
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Based on the above poll results, all of the ordinary resolutions were passed.
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Note:
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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 or advice on
matters of legal interpretation or entitlement to
vote.
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By
order of the board of Directors
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CHINA
EASTERN AIRLINES CORPORATION LIMITED
Luo
Zhuping
|
|
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Director
and Company Secretary
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- 3
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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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Sandy
Ke-Yaw Liu
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(Independent
non-executive Director)
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Wu
Xiaogen
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(Independent
non-executive Director)
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Ji
Weidong
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(Independent
non-executive Director)
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Shao
Ruiqing
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(Independent
non-executive
Director)
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Shanghai, the PRC
15 December 2010
- 4
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