China
Eastern Airlines Corporation Limited
(Registrant)
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Date May 16, 2007 | By | /s/ Li Fenghua |
Name:
Li Fenghua
Title:
Chairman of the Board of Directors
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1.
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To
consider and approve the report of the board of directors of the
Company
(the "Board")
for the year 2006.
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2.
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To
consider and approve the report of the supervisory committee of
the
Company (the "Supervisory
Committee")
for the year 2006.
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3.
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To
consider and approve the audited financial statements and the auditors'
reports for the year 2006.
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4.
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To
consider and approve the appointment of 普華永道中天會計師事務所有限公司
(PricewaterhouseCoopers
Zhong Tian CPAs Limited Company) as the Company's PRC domestic
auditors
for the financial year ending 31st December, 2007 and the re-appointment
of PricewaterhouseCoopers, Certified Public Accountants, as the
Company's
international auditors for the financial year ending 31st December,
2007,
and to authorise the Board to determine and finalise their remuneration.
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5.
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To
consider and approve the allowance for each of the independent
non-executive directors for the financial year ending 31st December,
2007
be determined at RMB120,000 per year and determined at market rate
(include salary tax, which will be withheld by the
Company).
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6.
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To
consider and approve other necessary matters, if any.
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1.
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To
consider and approve, by way of a special resolution, the following
resolution:
"THAT
the articles of association of the Company (the "Articles")
be amended as follows:
Article
21 of the Articles shall be amended by adding the following
new paragraph
after the first paragraph of Article 21:
On
18th December, 2006, the share reform plan of the Company was
approved in
the relevant shareholders' meeting of A share market. Upon
the
implementation of the share reform, the total share capital
of the Company
remained unchanged and still comprised 4,866,950,000 shares,
of which
2,904,000,000 A shares, representing 59.67% of the total share
capital of
the Company, were held by China Eastern Air Holding Company.
The
1,566,950,000 shares, representing 32.20% of the total share
capital of
the Company, were overseas listed H shares, and the 396,000,000
shares,
representing 8.13% of the total share capital of the Company,
were
domestic listed A shares."
"THAT
the Board be authorised to attend to such procedures for any
approval,
endorsement, filing and/or registration in relation to such
amendments to
the Articles as may be required from any relevant authority(ies),
and to
do such things and acts as are necessary or expedient to effect,
for the
purpose of or otherwise in connection with such
amendments."
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Li
Fenghua
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(Chairman,
Executive Director)
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Cao
Jianxiong
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(President,
Executive Director)
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Luo
Chaogeng
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(Executive
Director)
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Wan
Mingwu
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(Executive
Director)
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Zhong
Xiong
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(Non-executive
Director)
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Luo
Zhuping
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(Executive
Director)
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Hu
Honggao
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(Independent
non-executive Director)
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Peter
Lok
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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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1.
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Persons
entitled to attend the AGM
Persons
who hold A shares or H shares of the Company and are registered
as holders
of the Company's 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 Monday, 28th May, 2007 will be entitled
to
attend the AGM upon completion of the necessary registration
procedures.
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2.
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Registration
procedures for attending the
AGM
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(1)
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Holders
of the Company's domestic 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 (for the attention of
the Secretary
Office of the Board of Directors) on Friday, 8th June,
2007 (if in person
or by facsimile) or between Monday, 4th June, 2007 to Friday,
8th June,
2007 (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.
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(2)
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Holders
of the Company's 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 on Friday,
8th June, 2007
(if in person or by facsimile) or between Monday, 4th
June, 2007 to
Friday, 8th June, 2007 (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.
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(3)
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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.
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3.
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Appointing
proxies
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(1)
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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.
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(2)
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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
Company's domestic shareholders, 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 Company's
H shareholders, the aforementioned
documents must also 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.
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(3)
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If
more than one proxy has been appointed
by any shareholder of the Company,
such proxies shall not vote at the
same
time.
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4.
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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.
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5.
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Procedure
to otherwise demand a poll
Pursuant
to Articles 73 to 75 of the Articles, a poll may (before
or after any vote
by show of hands) otherwise generally be
demanded:
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(i)
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by
the chairman of the meeting;
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(ii)
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by
at least two shareholders entitled to vote present
in person or by
proxy;
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(iii)
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by
one or more shareholders present in person
or by proxy and representing
10% or more of all shares carrying the right
to vote at the
meeting.
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The
demand for a poll may be withdrawn
by the person who makes such
demand. A
poll demanded on the election
of the chairman of the meeting,
or on a
question of adjournment of the
meeting, shall be taken forthwith.
A poll
demanded on any other question
shall be taken at such time as
the chairman
of the meeting directs, and any
business other than that upon
which a poll
has been demanded may be proceeded
with, pending the taking of the
poll.
The result of the poll shall
be deemed to be a resolution
of the meeting
at which the poll was demanded.
On
a
poll taken at the meeting, a
shareholder (including proxy)
entitled to two
or more votes need not cast all
his or her votes in the same
way.
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6.
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Closure
of books
The
H share register of members of the Company will be closed
from Tuesday,
29th May, 2007 to Thursday, 28th June, 2007, both days
inclusive, during
which period no transfer of the Company's H shares will
be effected. Where
applicable, shareholders of the Company's 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 Monday, 28th May,
2007.
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
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ORDINARY
RESOLUTIONS
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AGREE
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DISAGREE
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1.
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To
approve the report of the board of directors of the Company (the
“Board”)
for the year 2006.
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2.
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To
approve the report of the supervisory committee of the Company
(the
“Supervisory
Committee”) for the year 2006.
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3.
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To
approve the audited financial statements and the auditors’ reports for the
year 2006.
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4.
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To
approve the appointment of 普華永道中天會計師事務所有限公司
(PricewaterhouseCoopers Zhong Tian CPAs Limited Company) as the
Company’s
PRC domestic auditors for the financial year ending 31st December,
2007 and the re-appointment of PricewaterhouseCoopers, Certified
Public Accountants, as the Company’s international auditors for the
financial year ending 31st December, 2007, and to authorise the
Board to
determine and finalise their remuneration.
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5.
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To
approve the allowance for each of the independent non-executive
directors
for the financial year ending 31st December, 2007 be determined
at
RMB120,000 per year and determined at market rate (include salary
tax,
which
will be withheld by the Company).
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6.
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To
approve other necessary matters, if any.
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SPECIAL
RESOLUTION
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AGREE
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DISAGREE
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1.
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To
approve the proposed amendments to the Company’s articles of association
and related matters as set out in special resolution numbered 1
included
in the Company’s Notice of 2006 Annual General Meeting.
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Signature: _________________________ |
Date:
__________________ 2007
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1.
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Please
print your full name and address in English as well as in
Chinese.
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2.
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Please
delete as appropriate and fill in the number of shares registered
using
your own name and relevant to this proxy form. If such number is
not
provided, the total number of shares registered using your own
name will
be used as the number of shares relevant to this proxy
form.
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3.
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If
you wish to appoint someone other than the chairman of the meeting,
please
delete the wording “the chairman of the AGM (as defined below) or” and
fill in the name and address of the proxy as entrusted by you in
the space
provided. A shareholder can appoint one or more proxies for the
purpose of
attending the meeting and the proxy/proxies do(es) not have to
be the
Company’s shareholder(s). Any changes on this proxy form must be duly
authenticated by the signature of the signer of this proxy
form.
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4.
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Note:
if you would like to vote for any resolution, please put a tick
in the
appropriate box marked “Agree”. If you would like to vote against any
resolution, please put a cross in the appropriate box marked “Disagree”.
In the absence of any instruction, the proxy may vote at his/her
discretion.
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5.
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This
proxy form must bear the signature of the entrustor. In the event
that the
shareholder is a company or an institution, the proxy form must
bear the
company chop.
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6.
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This
proxy form must be duly signed by the appointer or his attorney.
If this
proxy form is signed by an attorney of the appointer, the power
of
attorney authorising that attorney to sign (or other documents
of
authorisation) must be notarially certified. For domestic A share
holders,
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
H share
holders, the aforementioned documents must also be delivered to
Hong Kong
Registrars Limited, the Company’s H share registrar at Rooms 1712-1716,
17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong
within the same time in order for such documents to be
valid.
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7.
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If
more than one proxy has been appointed by any shareholders of the
Company,
such proxies shall not vote at the same
time.
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8.
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If
a
proxy attends the AGM, appropriate identification documents must
be
produced.
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Name
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Number
of A/H Shares Held
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IC/Passport
Number
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Shareholder’s
Number
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Correspondence
Address
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Telephone
Number
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Signature(s): __________________________ |
Date:
___________________2007
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1.
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Please
print your full name in English as well as in
Chinese.
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2.
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Please
attach a photocopy of your
IC/Passport.
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3.
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Please
attach a photocopy of your documents certifying your
shareholding.
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4.
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As
for items (personally/by appointing a proxy), (A/H Shares) and
(IC/Passport Number), please delete the items as
appropriate.
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5.
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This
slip must be completed and signed and be received at the Company’s place
of business at No. 2550 Hongqiao Road, Shanghai, the PRC by Friday,
8th
June, 2007. The slip must be addressed to the Secretary Office
of the
Board of Directors. The slip can be sent to the Company by way
of personal
delivery, mail (zip code: 200335) or by fax (fax number:
86-21-62686116).
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