Tuesday, July 01, 2008

China Eastern Airlines

(A joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock code: CEA) Document in pdf format: click here

ANNOUNCEMENT

The board of directors (the “Board”) of China Eastern Airlines Corporation Limited (the “Company”) announces the results of an annual general meeting (“AGM”) of the Company held in Shanghai, the People’s Republic of China (the “PRC”) on Monday, 30 June 2008. Reference is made to the Company’s notice of the AGM (the “AGM Notice”) and the circular both dated 13 May 2008 (the “Circular”). Terms defined in the Circular shall have the same meanings when used herein unless otherwise specified.

RESULTS OF THE AGM

The AGM was held at Meeting Centre, Shanghai Homeyo Hotel (上海航友賓館), 2550 Hongqiao Road, Shanghai, the PRC on Monday, 30 June 2008. Shareholders representing 3,251,040,427 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 of the Company.

As mentioned in the Circular, CEA Holding and its associates, holding 2,904,000,000 shares of the Company, were required to abstain, and have abstained, from voting in respect of Ordinary Resolutions Nos. 6 and 7 proposed for approval at the AGM. As such, (i) shareholders representing 1,962,950,000 shares of the Company were entitled to attend and vote for or against  rdinary Resolutions Nos. 6 and 7 proposed for approval at the AGM, and shareholders representing 347,040,427 shares out of such 1,962,950,000 shares of the Company were present at the AGM, in person or by proxy, to vote in respect of Ordinary Resolutions Nos. 6 and 7; and (ii) shareholders representing 4,866,950,000 shares of the Company (i.e., the Company’s entire issued share capital) were entitled to attend and vote for or against all of the Ordinary Resolutions (except for the Ordinary Resolutions Nos. 6 and 7) and the Special Resolutions proposed for approval at the AGM, and shareholders representing 3,251,040,427 shares out of such 4,866,950,000 shares of the Company were present at the AGM, in person or by proxy, to vote in respect of all of the Ordinary Resolutions (except for the Ordinary Resolutions Nos. 6 and 7) and the Special Resolutions.

No shareholder of the Company was required to vote only against any of the resolutions proposed at the AGM.

Each resolution proposed for approval at the AGM was taken on poll. Hong Kong Registrars Limited, the Company’s H Shares registrar, was 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 AGM Notice. The poll results in respect of the resolutions proposed for approval at the AGM were set out as follows:

Total number of shares represented by votes (Approximate % *) For Against Abstain

ORDINARY RESOLUTIONS

1. To approve the report of the Board for the year 2007

3,176,066,491 (99.9920%)

216,700 (0.0068%)

35,936 (0.0012%)

2. To approve the report of the supervisory committee of the Company for the year 2007

3,176,016,491 (94.9905%)

266,700 (0.0084%)

35,936 (0.0011%)

3. To approve the audited financial statements and the auditors’ reports for the year 2007

3,176,173,491 (99.9952%)

116,700 (0.0037%)

35,936 (0.0011%)

4. To approve the re-appointments 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 31 December 2008 and PricewaterhouseCoopers, Certified Public Accountants as the Company’s international auditors for the financial year ending 31 December 2008, and to authorise the Board to determine and finalise their remuneration

3,249,987,291 (99.9676%)

1,017,200 (0.0313%)

35,936 (0.0011%)

5. To approve the Company’s profit distribution proposal for the year 2007

3,243,470,591 (99.9944%)

147,000 (0.0045%)

35,936 (0.0011%)

6. To approve, confirm and ratify a conditional financial services agreement dated 29 April 2008 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 such terms as set out in Ordinary Resolution No. 6 of the AGM Notice

188,746,376 (55.5709%)

150,867,215 (44.4185%)

35,936 (0.0106%)

Total number of shares represented by votes (Approximate % *) For Against Abstain

ORDINARY RESOLUTIONS

7. To approve, confirm and ratify the conditional catering services agreement dated 29 April 2008 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 and the associated maximum aggregate annual values in such terms as set out in Ordinary Resolution No. 7 of the AGM Notice

332,155,091 (97.7935%)

7,458,500 (2.1959%)

35,936 (0.0106%)

SPECIAL RESOLUTIONS

8. To approve the issue of short-term debenture by the Company in such terms as set out in Special Resolution No. 8 of the AGM Notice

3,013,332,476 (93.3036%)

216,230,215 (6.6953%)

35,936 (0.0011%)

9. To authorise the granting of a general mandate to the Board to issue shares of the Company in such terms as set out in Special Resolution No. 9 of the AGM Notice

3,018,851,576 (93.0715%)

224,696,015 (6.9274%)

35,936 (0.0011%)

* The percentage of voting is based on the total number of shares held by the Independent Shareholders who attended and voted at the AGM in person or by proxy.

Based on the above poll results, all of the Ordinary Resolutions and the Special Resolutions were passed. Please refer to the AGM Notice for the full version of the above resolutions.

By order of the Board

CHINA EASTERN AIRLINES CORPORATION LIMITED

Luo Zhuping

Director and Company Secretary

The Company’s directors as at the date of this announcement are:

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)

Shanghai, the PRC

30 June 2008

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