China
Eastern Airlines Corporation Limited
|
(Translation
of Registrant’s name into
English)
|
Shanghai,
China 200335
|
(Address
of principal executive
offices)
|
China Eastern Airlines Corporation Limited | |||||
(Registrant) |
|||||
Date |
December 10, 2008
|
By:
|
/s/ Luo Zhuping | ||
Name: Luo Zhuping | |||||
Title: 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.
|
The Company hereby announces that
certain resolutions
were passed by the board of directors of the Company on 10 December
2008.
|
1.
|
The resolution on “China Eastern Airlines Corporation
Limited satisfies the
conditions for non-public issuance of A shares of the Company to specific
placees” was
considered and passed, which will be submitted to the
shareholders’ meeting for
approval.
|
2.
|
The resolution on the
“Proposal for the
non-public issuance of A shares of the Company to
specific placees by China Eastern Airlines Corporation
Limited” was
considered and passed. Relevant issues under the said non-public issue,
including the class of shares to be issued, the nominal value, method of
issue, number of shares to be issued, price
determination date, issue price, lock-up period arrangement, target
subscribers and method of subscription, use of proceeds, place of listing,
arrangement of retained profits etc. were determined. In addition, the
terms and conditions under the “A Shares Subscription
Agreement” were also
approved and confirmed, which will be submitted to the
shareholders’ meeting, class meetings of the
shareholders of A shares and H shares of the Company respectively for
voting and approval (the said resolution shall be
effective for one year from the date such resolution is submitted to the
shareholders’ meeting for
approval).
|
3.
|
The resolution on the
“Proposal for the
specific issuance of H shares of the Company to specific placees by China
Eastern Airlines
Corporation Limited”
was considered and passed. Relevant issues including the class of the
shares to be issued, the nominal value, method of issue, number of shares
to be issued, issue price, lock-up period arrangement, target subscribers
and method of subscription etc.
were determined. In addition, the terms and conditions under the
“H Shares
Subscription Agreement” were also approved and confirmed,
which will be submitted to the shareholders’ meeting, class meetings of the
shareholders of A shares and H shares of the
Company respectively for voting and approval (the said resolution shall be
effective for one year from the date such resolution is submitted to the
shareholders’ meeting of the Company for
approval).
|
4.
|
The resolution on the
“Plan for the
non-public issuance of A shares of the Company by China Eastern Airlines
Corporation Limited”
was considered and passed, which will be submitted to the
shareholders’ meeting for
approval.
|
5.
|
The resolution on the
“Authorization to the
Board by the
shareholders at the shareholders’ meeting to proceed with the
matters relating to the non-public issuance of A shares of the Company and
the specific issuance of H shares of the Company” was considered and passed, which
will be submitted to the shareholders’ meeting for
approval.
|
6.
|
The resolution on the
“Feasibility report
on the use of the proceeds from the non-public issuance of A shares of the
Company” was
considered and passed, which will be submitted to the
shareholders’ meeting for
approval.
|
7.
|
The resolution on the
“Waiver by the
shareholders at the shareholders’ meeting in relation to the
requirement of a general offer by China Eastern Air Holding
Company” was
considered and passed, which will be submitted to the
shareholders’ meeting for approval.
|
8.
|
The resolution on the
“Regulation on the
management of the proceeds of China Eastern Airlines Corporation
Limited” was
considered and passed.
|
9.
|
The resolution on the
“Proposal relating to
the convening of the extraordinary shareholders’ meeting (the “EGM”) and class meetings of the
shareholders of A shares and H shares of the Company” was considered and passed. It was
agreed that the EGM, class meetings of the shareholders of A shares and H
shares of the Company be convened and the authorization was granted to the Chairman to
separately determine the date and time for convening each of the
shareholders’ meetings, which will be announced
on another date.
|
10.
|
The resolution on the
“Publication or
provision of corporate communication on the Company’s website to the shareholders of H
shares of the Company” was considered and passed, which
will be submitted to the shareholders’ meeting for approval. Details of
the resolution are set forth as
follows:
|
Li Fenghua
|
(Chairman, Non-executive
Director)
|
Li Jun
|
(Vice Chairman, Non-executive
Director)
|
Cao
Jianxiong
|
(President, Executive
Director)
|
Luo
Chaogeng
|
(Non-executive
Director)
|
Luo Zhuping
|
(Executive
Director)
|
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)
|