11:57 CHINA EAST AIR<00670> - Announcement (19) CEA Holding and its associate(s), if any, will at the AGM abstain from voting on the ordinary resolutions approving the Proposed Acquisition, the Continuing Connected Transactions and the associated annual caps, which will be taken on a poll as required under the Listing Rules. The Independent Board Committee has been established to advise the Independent Shareholders in respect of the Proposed Acquisition, the Continuing Connected Transactions and the associated annual caps. Shenyin Wanguo Capital (H.K.) Limited has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Proposed Acquisition, the Continuing Connected Transactions and the associated annual caps. A circular containing further information in relation to the Proposed Acquisition and the Continuing Connected Transactions as required under the Listing Rules (including a letter from the Independent Board Committee and its recommendations to the Independent Shareholders and an opinion letter from Shenyin Wanguo Capital (H.K.) Limited) will be issued by the Company and despatched to its shareholders as soon as practicable. DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions have the following meanings: "Acquisition Agreement" means the conditional agreement dated 12th May, 2005 entered into among the Company, CEA Holding, CEA Northwest and CEA Yunnan in connection with the proposed acquisition by the Company of certain assets and liabilities relating to the aviation businesses of CEA Northwest and CEA Yunnan; "AGM" means the 2004 annual general meeting of the Company proposed to be held at Function Room 2, Grand Ballroom, Shanghai Marriott Hotel Hongqiao, 2270 Hongqiao Road, Shanghai, the PRC at 9:00 a.m. on Thursday, 30th June, 2005, or any adjournment thereof; "associate(s)" has the meaning ascribed thereto under the Listing Rules; "Board" means the board of the Directors; "CEA Holding" means * (China Eastern Air Holding Company), a wholly PRC state-owned enterprise and the controlling shareholder of the Company holding approximately 61.64% of its issued share capital; "CEA Holding Group" means CEA Holding and its subsidiaries and other associates, excluding members of the Enlarged Group "CEA Northwest" means * (China Eastern Air Northwest Company), a company wholly-owned by CEA Holding; "CEA Yunnan" means * (China Eastern Air Yunnan Company), a company wholly-owned by CEA Holding; "Company" means * (China Eastern Airlines Corporation Limited), a joint stock limited company incorporated in the PRC with limited liability, whose H shares, A shares and American depositary shares are listed on the Stock Exchange, the Shanghai Stock Exchange and the New York Stock Exchange, Inc., respectively; "connected person(s)" has the meaning ascribed thereto under the Listing Rules; "Continuing Connected means the continuing connected transactions of the Company with the CEA Holding Group as more particularly described in the section Transactions" headed "Continuing Connected Transactions" of this announcement (other than those transactions involving provision of loan and financing services under the Financial Services Agreement as described in paragraph headed "Financial Services" of that section); "Directors" means the directors of the Company; "Effective Date" means the last date of the calendar month in which the Acquisition Agreement becomes unconditional (i.e. when all of the conditions set out under the paragraph headed "Conditions, completion and delivery * conditions precedent" under the section headed "Proposed Acquisition" of this announcement are fulfilled), which as at the date of this announcement is expected to be 30th June, 2005;