Unassociated Document


    Exhibit
4.17

    


    


    


    


    


    


    Share
Issue and Subscription Agreement

    


    


    Between

    


    China
Eastern Airlines Corporation Limited

    


    and

    


    China
Eastern Air Holding Company

    


    
      
        

      

    

     

    In
relation to the placing of 1,437,375,000 new A shares to China


    Eastern
Air Holding Company by 

    China
Eastern Airlines Corporation
Limited

    


    
      
        

      

    

     

    29
December 2008

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    CONTENT

     

    
      
        	
                ARTICLE
      1

              	
                DEFINITIONS

              	
                1

              
	 	 	 
	
                1.1

              	
                Definitions

              	
                1

              
	
                1.2

              	
                Interpretations

              	
                3

              
	 	 	 
	
                ARTICLE
      2

              	
                SUBSCRIPTION
      OF SHARES

              	
                3

              
	 	 	 
	
                2.1

              	
                Subscription
      of Shares and Price

              	
                3

              
	
                2.2

              	
                Methods
      of Subscription and Payment

              	
                3

              
	
                2.3

              	
                Completion
      of the Transaction

              	
                3

              
	 	 	 
	
                ARTICLE
      3

              	
                COMMENCEMENT
      AND TERMINATION OF THE AGREEMENT

              	
                3

              
	 	 	 
	
                3.1

              	
                Commencement

              	
                3

              
	
                3.2

              	
                Termination

              	
                4

              
	 	 	 
	
                ARTICLE
      4

              	
                REPRESENTATIONS
      AND WARRANTIES BY THE COMPANY

              	
                4

              
	 	 	 
	
                4.1

              	
                Organization
      and Credit

              	
                5

              
	
                4.2

              	
                Authorization
      and Validity

              	
                5

              
	
                4.3

              	
                No
      Conflict

              	
                5

              
	
                4.4

              	
                No
      Insolvency

              	
                5

              
	
                4.5

              	
                Legal
      Proceedings

              	
                5

              
	
                4.6

              	
                Genuiness
      of Disclosure

              	
                5

              
	 	 	 
	
                ARTICLE
      5

              	
                REPRESENTATIONS
      AND WARRANTIES BY CEA HOLDING

              	
                6

              
	 	 	 
	
                5.1

              	
                Organization
      and Credit

              	
                6

              
	
                5.2

              	
                Authorization
      and Validity

              	
                6

              
	
                5.3

              	
                No
      Conflict

              	
                6

              
	
                5.4

              	
                Sufficient
      Funds

              	
                6

              
	
                5.5

              	
                Restrictions
      on Transfer

              	
                6

              
	
                5.6

              	
                Genuiness
      of Disclosure

              	
                7

              
	 	 	 
	
                ARTICLE
      6

              	
                FURTHER
      UNDERTAKINGS

              	
                7

              
	 	 	 
	
                6.1

              	
                Further
      Undertakings by the Company

              	
                7

              
	
                6.2

              	
                Further
      Undertakings by CEA Holding

              	
                7

              
	
                6.3

              	
                Charges

              	
                7

              
	 	 	 
	
                ARTICLE
      7

              	
                CONFIDENTIALITY
      AND MAKING PUBLIC

              	
                7

              
	 	 	 
	
                7.1

              	
                Confidentiality

              	
                7

              
	
                7.2

              	
                Making
      Public

              	
                8

              
	 	 	 
	
                ARTICLE
      8

              	
                RESPONSIBILITIES
      FOR BREACH OF THE AGREEMENT

              	
                8

              
	 	 	 
	
                ARTICLE
      9

              	
                SETTLEMENT
      OF DISPUTES

              	
                8

              
	 	 	 
	
                ARTICLE
      10

              	
                MISCELLANEOUS

              	
                9

              
	 	 	 
	
                10.1

              	
                Notice

              	
                9

              
	
                10.2

              	
                Governing
      Law

              	
                9

              
	
                10.3

              	
                Divisibility

              	
                9

              
	
                10.4

              	
                Amendments

              	
                10

              
	
                10.5

              	
                Waiver

              	
                10

              
	
                10.6

              	
                The
      Integral Agreement

              	
                10

              
	
                10.7

              	
                Copies

              	
                10

              


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    This
Share Issue and Subscription Agreement (the “Agreement”) was made as of
this 29th day of
December 2008 in Shanghai by and between:

     

    China
Eastern Airlines Corporation Limited, a joint stock limited company incorporated
and existing under the PRC laws, whose A shares, H shares and American
Depositary Receipts (“ADR”) are listed on the Shanghai Stock Exchange (“SHSE”), the Stock Exchange of
Hong Kong Limited (“Hong
Kong Stock Exchange”) and the New York Stock Exchange, Inc. respectively,
with its registered office at 66 Airport Street, Pudong International Airport,
Shanghai, China , postal code:201202 (the “Company”); and

     

    China
Eastern Air Holding Company, a wholly PRC state-owned enterprise incorporated
and existing under the PRC laws and the controlling shareholder of the Company
holding approximately 59.67% of the equity interests in the Company as at the
date of signing the Agreement, with its registered office at 2550 Hongqiao Road,
Shanghai (“CEA
Holding”).

     

    Each of
the Company and CEA Holding is hereinafter referred to as the “Party” and together as the
“Parties”.

     

    Whereas:

     

    (1) the
Company is a joint stock limited company established in the PRC, whose H shares,
A shares and ADRs are listed on the Hong Kong Stock Exchange, SHSE and the New
York Stock Exchange, Inc. respectively, with the total share capital of RMB
4,866,950,000;

     

    (2) As
the controlling shareholder of the Company, CEA Holding has agreed to subscribe
for 1,437,375,000 New A Shares of the Company pursuant to the terms and
conditions of the Agreement;

     

    Based on
the principle of equality, willingness and mutual cooperation, the Parties
hereby enter into and sign an agreement as follows:

     

    ARTICLE
1

    DEFINITIONS

    
       

      
        	
                1.1

              	
                Definitions

              
	 	 
	 	In
      the Agreement, unless the text otherwise requires, the following
      expressions have the following meanings:


      

       

    

    
      	
              “Related
      Party”

            	
              For
      any party herein, means any other person who controls it, or is controlled
      by or under the common control together with it, whether directly or
      indirectly through one or more intermediaries.

               

            
	
              “Business
      Day”

               

            	
              means
      a day (excluding Saturday and Sunday) on which the banks are generally
      open for business in the PRC.

               

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
              “CEA
    Holding”

            	
              means
      中國東方航空集團公司(China
      Eastern Air Holding Company).

               

            
	
              “CES
    Global”

            	
              means
      東航國際控股(香港)有限公司(CES
      Global Holdings (Hong Kong) Limited).

               

            
	
              “Hong Kong Stock
      Exchange”

            	
              means
      The Stock Exchange of Hong Kong Limited.

               

               

            
	
              “CSRC”

            	
              means
      the China Securities Regulatory Commission.

               

            
	
              “Shanghai
      Administration”

            	
              means
      the Administration for Industry and Commerce of Shanghai.

               

            
	
              “SHSE”

            	
              means
      the Shanghai Stock Exchange.

               

            
	
              “Company”

            	
              means
      中國東方航空股份有限公司(China
      Eastern Airlines Corporation Limited).

               

            
	
              “Completion of the
      Transaction”

            	
              has
      the meaning as defined in Paragraph 2.3 hereof.

               

               

            
	
              “Confidential
      Information”

            	
              has
      the meaning as defined in Paragraph 6.1 hereof.

               

               

            
	
              “New A
      Shares”

            	
              means
      1,437,375,000 new A shares to be issued by the Company to CEA Holding for
      its subscription pursuant to the terms and conditions of the
      Agreement.

               

            
	
              “New H
      Shares”

            	
              means
      1,437,375,000 new H shares to be issued by the Company to CES Global for
      its subscription pursuant to the Share Issue and Subscription Agreement
      entered into between the Company and CES Global.

               

            
	
              “Party” or “Parties”

            	
              has
      the meaning as defined in the introduction hereof.

               

            
	
              “PRC”

            	
              means
      the People’s Republic of China, and for the purpose of the Agreement,
      excluding Hong Kong Special Administrative Region, Macau Special
      Administrative Region and Taiwan.

               

            
	
              “Renminbi” or “RMB”

            	
              means
      Renminbi, the lawful currency of the PRC.

               

               

            
	
              “Subscription
      Consideration”

            	
              means
      the total consideration of RMB 5,562,641,250 for subscription of New A
      Shares by CEA Holding.

               

            
	
              “Transaction” under the
      Agreement

            	
              means
      the issue of New A Shares by the Company to CEA Holding and the
      subscription thereof by CEA Holding pursuant to the terms and conditions
      of the Agreement.

               

            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      
        	
                1.2

              	
                Interpretations

              


      

       

    

    
      	
              (a)  

            	
              Unless
      otherwise stated, all the references to the sections, articles and
      paragraphs, lists or annexes herein are those in the
      Agreement.

            


    

    


    
      	
              (b)  

            	
              The
      terms such as “including” and other equivalents do not represent any
      restriction and should be construed as “including but not limited
      to”.

            


    

    


    ARTICLE
2

    SUBSCRIPTION
OF SHARES

     

    
      	
              2.1

            	
              Subscription
      of Shares and Price

            


    

     

    
      	
              (a)  

            	
              Pursuant
      to the terms and conditions of the Agreement, the Company shall
      issue to CEA Holding, and CEA Holding shall subscribe for, 1,437,375,000
      New A Shares of the Company.

            


    

    


    
      	
              (b)  

            	
              Such
      New A Shares shall be subscribed for by CEA Holding at the price of RMB
      3.87 per share with a total subscription price of RMB
      5,562,641,250.

            


    

     

    
       

      
        	
                2.2

              	
                Methods
      of Subscription and Payment

              
	 	 
	 	CEA
      Holding shall deposit the Subscription Consideration into the sponsor’s
      designated account opened for the sole purpose of this share issue within
      5 Business Days upon after the Agreement has come into effect or such
      other date as the Parties may agree. The deposited amount, upon
      verification, shall be transferred to the special savings account
      designated by the Company for fund-raising after deduction of relevant
      expenses.


      

      
         

        
          	
                  2.3

                	
                  

                    Completion
      of the Transaction

                  

                
	 	 
	 	Subject
      to the payment of Subscription Consideration by CEA Holding to the Company
      according to Paragraph 2.2 above and the issuance of a written
      confirmation by China Securities Depository and Clearing Corporation
      Limited, Shanghai Branch in respect of the registration and custody of New
      A Shares, the Transaction under the Agreement shall be deemed as completed
      (“Completion of the
      Transaction”).


        

      

    

     

    ARTICLE
3

    COMMENCEMENT AND TERMINATION
OF

    THE
AGREEMENT

     

    
      	
              3.1

            	
              

                

                  Commencement

                

              

            
	 	 
	 	The
      Parties have agreed that the Agreement will be established upon at least
      one copy of the Agreement signed by the authorized representatives of the
      Parties and affixed with that Party’s common seal, whether separately or
      jointly, and will take effect immediately after the following conditions
      are fully satisfied:


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              (a)  

            	
              obtaining
      the approvals by the shareholders of the Company by way of special
      resolutions at a general meeting and class meetings of holders of A shares
      and H shares for the issue of New A Shares respectively and the approvals
      for amendments, where necessary, to the articles of association of the
      Company in respect thereof;

            


    

    


    
      	
              (b)  

            	
              obtaining
      the approvals by the shareholders of the Company at the same time by way
      of special resolutions at a general meeting and class meetings of holders
      of A shares and H shares for the issue of New H Shares and the approvals
      for amendments, where necessary, to the articles of association of the
      Company in respect thereof;

            


    

    


    
      	
              (c)  

            	
              Obtaining
      the waiver by the shareholders of the Company at a general meeting in
      relation to the requirement of a general offer by CEA Holding in accordance with
      the《上市公司收購管理辦法》(Administrative
      Measures in relation to the Acquisition of the Listed Companies) or
      related regulations;

            


    

    


    
      	
              (d)  

            	
              Obtaining
      the waiver from CSRC in relation to the requirement of a general offer by
      CEA Holding; and

            


    

    


    
      	
              (e)  

            	
              Obtaining
      all necessary consents, approvals or authorizations from the governmental
      authorities or other third parties for the issue of New A Shares and New H
      Shares, including but not limited to the approval from
    CSRC.

            


    

     

    
      	
              3.2

            	
              

                

                  

                    Termination

                  

                

              

            
	 	 
	 	The
      Parties have agreed that the Agreement shall automatically be terminated
      without prejudice to the effect of Paragraph 6.3 and Article 7 upon the
      happening of the followings:


    

     

    
      	
              (a)  

            	
              If
      the above conditions set out in Paragraph 3.1 hereof have not been fully
      satisfied within 270 days from signing of the
  Agreement;

            


    

    


    
      	
              (b)  

            	
              CSRC
      has clearly, either in writing or in oral, replied that it will not grant
      the approval in respect of the formal application submitted by the Company
      to CSRC for the issue of New A Shares;
or

            


    

    


    
      	
              (c)  

            	
              CSRC
      has clearly, either in writing or in oral, replied that it will not grant
      the approval in respect of the formal application submitted by the Company
      to CSRC for the issue of New H
Shares.

            


    

     

    ARTICLE
4

    REPRESENTATIONS
AND WARRANTIES BY THE COMPANY

     

    
      	 	The
      Company hereby makes the following representations and warranties to CEA
      Holding:


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              4.1

            	
              

                

                  

                    

                      Organization
      and Credit

                    

                  

                

              

            
	 	 
	 	

              The
      Company, an airline company headquartered in the PRC, is established as a
      joint stock limited company under the laws of the PRC and has been legally
      existing since its
incorporation.

            




    
      	
              4.2

            	
              

                

                  

                    

                      

                        Authorization
      and Validity

                      

                    

                  

                

              

            
	 	 
	 	

              

                Save
      as the conditions set out in sub-paragraph (a), Paragraph 3.1 yet to be
      satisfied, the Company has all power and authority necessary to sign the
      Agreement and perform its obligations there under. The execution, delivery
      and performance of the Agreement by the Company have been authorized by
      all necessary legal persons. The Agreement constitutes a legal, valid and
      binding obligation of the Company, and the performance of obligations
      hereunder by the Company shall be enforceable according to their
      terms.

              

            


    

     

    
      	
              4.3

            	
              

                

                  

                    

                      

                        

                          No
      Conflict

                        

                      

                    

                  

                

              

            
	 	 
	 	

              

                

                  The
      execution and delivery of the Agreement, to which the Company is a party,
      and the performance of the obligations hereunder by the Company will not
      constitute any conflict with or breach of the following documents or
      result in termination or withdrawal of any obligation of any third party
      or expediting the exercise of any third party’s rights: (i) constitutional
      documents of the Company, (ii) any agreement(s) or government approval(s)
      signed by or bound by the Company, or any agreement(s) or government
      approval(s) with any assets of the Company as its subject, or (iii) any
      PRC laws applicable to the
Company.

                

              

            


    

     

    
      	
              4.4

            	
              

                

                  

                    

                      

                        

                          

                            No
      Insolvency

                          

                        

                      

                    

                  

                

              

            
	 	 
	 	

              

                

                  The
      execution and delivery of the Agreement, to which the Company is a party,
      and the performance of the obligations hereunder by the Company will not
      constitute any conflict with or breach of the following documents or
      result in termination or withdrawal of any obligation of any third party
      or expediting the exercise of any third party’s rights: (i) constitutional
      documents of the Company, (ii) any agreement(s) or government approval(s)
      signed by or bound by the Company, or any agreement(s) or government
      approval(s) with any assets of the Company as its subject, or (iii) any
      PRC laws applicable to the
Company.

                

              

            


    

     

    
      	
              (a)  

            	
              There
      is no request, decision or court judgments or rulings that require the
      Company to commence liquidation
process.

            


    

    


    
      	
              (b)  

            	
              There
      is neither circumstance under which the Company is unable to repay its
      debts nor orders or court judgments or rulings relating to its bankruptcy
      outstanding against the Company.

            


    

     

    
      	
              4.5

            	
              

                

                  

                    

                      

                        

                          

                            Legal
      Proceedings

                          

                        

                      

                    

                  

                

              

            
	 	 
	 	

              

                

                  

                    Save
      as those disclosed to CEA Holding, there is no pending legal proceedings
      that have already existed or may be raised as far as the Company is aware
      of, against the Company or having significant impact on its property,
      assets, rights, licences, operations, businesses or rights thereof, nor
      any events, circumstances or situations that may cause, directly or
      indirectly, the commencement of such legal proceedings or provide
      foundations therefor, except for those that separately or jointly would
      have no significant adverse impact on or would not cease, delay or
      otherwise intervene the Transaction
      hereunder.

                  

                

              

            


    

     

    
      	
              4.6

            	
              

                

                  

                    

                      

                        

                          

                            

                              Genuiness
      of
    Disclosure

                            

                          

                        

                      

                    

                  

                

              

            
	 	 
	 	

              

                

                  

                    

                      As
      far as the Company is aware of, all information in written provided by the
      Company or its representatives to CEA Holding or its representatives is
      true and accurate in all material aspects. There is no omission of any
      important facts which are required to be included or explained therein,
      and it is not misleading taken into account the specific circumstances
      under which it was
made.

                    

                  

                

              

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    ARTICLE
5

    REPRESENTATIONS
AND WARRANTIES BY

    CEA
HOLDING

    


    
      	 	CEA
      Holding hereby makes the following representations and warranties to the
      Company:
	 	 
	
              5.1  

            	
              Organization
      and Credit

            


    

     

    
      	
               
      

            	
              CEA
      Holding is a legal entity that is established and exists in accordance
      with the PRC laws, and is in good credit standing. CEA Holding is entitled
      to engage in its businesses in accordance with the PRC
    laws.

            


    

    


    
      	
              5.2  

            	
              Authorization
      and Validity

            


    

     

    
      	
               
      

            	
              CEA
      Holding has all power and authority necessary to sign the Agreement and
      perform its obligations hereunder. The execution, delivery and performance
      of the Agreement by CEA Holding have been officially authorized by all
      necessary competent authorities. The Agreement constitutes a legal, valid
      and binding obligation of CEA Holding, and the performance of obligations
      hereunder by CEA Holding shall be enforceable according to their
      terms.

            


    

    


    
      	
              5.3  

            	
              No
      Conflict

            


    

     

    
      	
               
      

            	
              The
      execution and delivery of the Agreement and the performance of the
      obligations hereunder by CEA Holding will not constitute any conflict with
      or breach of the following documents or result in termination or
      withdrawal of any obligation of any third party or expediting the exercise
      of any third party’s rights: (i) constitutional documents of CEA Holding,
      (ii) any agreement(s) or government approval(s) signed by or bound by CEA
      Holding, or any agreement(s) or government approval(s) with any assets of
      CEA Holding as its subject, or (iii) any PRC laws applicable to CEA
      Holding.

            


    

    


    
      	
              5.4  

            	
              Sufficient
      Funds

            


    

     

    
      	
               
      

            	
              CEA
      Holding has sufficient financial resources to fulfill its payment
      obligations in respect of the subscription of New A Shares provided under
      Paragraphs 2.1 and 2.2 of the
Agreement.

            


    

    


    
      	
              5.5  

            	
              Restrictions
      on Transfer

            


    

     

    
      	
               
      

            	
              CEA
      Holding confirmed and agreed that it will not transfer any of the New A
      Shares it would obtain within 36 months from the date of Completion of the
      Transaction.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              5.6  

            	
              Genuiness
      of Disclosure

            


    

     

    
      	
               
      

            	
              As
      far as CEA Holding is aware of, all information in written provided by CEA
      Holding or its representatives to the Company or its representatives is
      true and accurate in all material aspects. There is no omission of any
      important facts which are required to be included or explained therein,
      and it is not misleading taken into account the specific circumstances
      under which it was made.

            


    

    


    ARTICLE
6

    FURTHER
UNDERTAKINGS

     

    
      	
              6.1

            	
              

                

                  

                    

                      

                        

                          

                            

                              Further
      Undertakings by the
      Company

                            

                          

                        

                      

                    

                  

                

              

            
	 	 
	 	

              

                

                  

                    

                      The
      Company undertakes that it will get prepared as soon as possible for (i)
      appointing a professional institution(s) to conduct capital verification
      on the Subscription Consideration payable by CEA Holding; (ii) submitting
      an application and other necessary documents, including the capital
      verification report and amended articles of association as required by the
      PRC laws, to Shanghai Administration so as to register for the increased
      registered capital and obtain the renewed business license; (iii)
      submitting an application and other necessary documents as required by the
      relevant regulations for approval of listing of New A Shares from SHSE;
      (iv) applying for modifications of any relevant necessary certificates and
      licenses from the taxation, customs and other relevant authorities; and
      (v) conducting or ensuring to conduct all necessary further activities and
      matters, and execute all further documents, contracts or enter into
      further agreements to assure the performance of the obligations under the
      Agreement upon Completion of the
      Transaction.

                    

                  

                

              

            


    

     

    
      	
              6.2

            	
              

                

                  

                    

                      

                        

                          

                            

                              

                                Further
      Undertakings by CEA
      Holding

                              

                            

                          

                        

                      

                    

                  

                

              

            
	 	 
	 	

              

                

                  

                    

                      CEA
      Holding undertakes that it will conduct or ensure to conduct all necessary
      further activities and matters, and execute all further documents,
      contracts or enter into further agreements to assure the
      performance of the obligations under the Agreement upon Completion of the
      Transaction.

                    

                  

                

              

            


    

    


    
      	
              6.3

            	
              

                

                  

                    

                      

                        

                          

                            

                              

                                

                                  Charges

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            
	 	 
	 	

              

                

                  

                    

                      

                        Whether
      the Transaction under the Agreement is completed or not, all the relevant
      expenses and charges arising in respect of it, including the relevant
      legal, accounting and investment bank fees, and other charges payable to
      the consultants or advisers shall be borne by the Party so incurred. Each
      of the Parties of the Agreement shall respectively be responsible for all
      of its relevant taxes incurred in respect of the Transaction under the
      Agreement.

                      

                    

                  

                

              

            


    

     

    ARTICLE
7

    CONFIDENTIALITY
AND MAKING PUBLIC

     

    
      	7.1	Confidentiality
	 	 
	
               
      

            	
              Each
      of the Parties shall procure its agents, employees and representatives
      (“Representatives”) to treat the other Party's Confidential Information as
      strictly confidential, and shall not disclose the following Confidential
      Information (including but not limited to the forms such as interviews,
      responses to queries or investigations, press releases or otherwise)
      without specific written consent from the disclosing Party. In the
      Agreement, “Confidential Information” refers to the terms of the Agreement
      and other formal agreements, and any information disclosed by the Party or
      its representatives regarding the Party's business, future plan, financial
      position, expectations and clients etc.; Confidential Information
      particularly includes the existence of the Agreement and other formal
      agreements and their contents, the transaction contemplated under the
      Agreement and the negotiations between the Parties in respect of it;
      Confidential Information excludes (a) information that is already obtained
      by the recipient when disclosed by the disclosing Party, (b) information
      accessible by the public of which the access can not be attributable to
      the recipient’s misconducts, (c) information that is obtained by the
      recipient properly through a third party, or (d) information that is
      independently and solely explored by the
  recipient.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	7.2	

              Making
      Public

            
	 	 
	
               
      

            	
              Under
      the principle of compliance with the provisions of laws, or the rules and
      regulations of any stock exchange on which securities of either Party or
      any of its Related Party are listed and traded, either Party shall not
      make or allow any of their Related Parties to make any press release,
      public statement or other public disclosure in relation to the Transaction
      under the Agreement or the Agreement without prior notice to, negotiation
      with and consent by the other
Party.

            


    

    


    ARTICLE 8

    RESPONSIBILITIES FOR BREACH
OF THE AGREEMENT

    


    
      	
               
      

            	
              Any
      Party who breaches the Agreement shall assume liabilities in accordance
      with the relevant laws. Except as otherwise required by this Agreement or
      laws, any Party of the Agreement who fails to perform its obligations
      hereunder or whose performance of its obligations constitutes a breach of
      provisions of the Agreement, the Party complying with the Agreement shall
      be entitled to require the defaulting Party to continue to perform its
      obligations or implement measures to remedy the contraventions, as well as
      to require the defaulting Party to compensate the actual loss arisen from
      it.

            


    

    


    ARTICLE
9

    SETTLEMENT
OF DISPUTES

    


    
      	
              9.1  

            	
              Any
      dispute to the effect, interpretation or performance of the Agreement
      between the Parties shall in the first instance be settled through
      negotiation in a friendly manner. If it fails to settle the dispute
      through negotiation within thirty (30) days from the date the dispute
      arises, any Party is entitled to apply to the China International
      Economic and Trade Arbitration Commission, Shanghai Commission for
      arbitration of the dispute based on the arbitration rules of the
      commission then in force pursuant to the Agreement. The arbitration award
      shall be final and binding on the
  Parties.

            


    

    


    
      	
              9.2  

            	
              Save
      as the provisions relating to disputes hereunder, the Agreement shall
      continue to be performed by the Parties as before during the settlement of
      disputes.

            


    

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    ARTICLE
10

    MISCELLANEOUS

    


    
      	
              10.1  

            	
              Notice

            


    

     

    
      	
               
      

            	
              In
      order to be deemed as duly received, any or all notices, requests,
      demands, approvals and other communications required by or related to the
      Agreement shall be in writing and served by one or more of the following
      ways: (a) if sent by hand, deemed to be served on the date of receipt; (b)
      if sent by fax, deemed to be served on the date of confirmation of receipt
      of the transmission; or (c) if sent by International Express, deemed to be
      served on the 4th business day from the date of posting (i.e. the postmark
      date). All these notices, requests, demands, approvals and other
      communications shall be delivered to the following addresses or such other
      address or fax number indicated by the Party in
  writing.

            


    

     

    
      
        	 	
                To the
      Company:

                Address:

                Postal Code:

                Tel:

                Fax:

              	

                 

                2550
      Hongqiao Road, Shanghai

                200335

                021
      5113 0920

                021
      6268 6116

              
	 	 	 
	 	

                To
      CES Global:

                Address:

                Postal
      Code:

                Tel:

                Fax:

              	
                 

                2550
      Hongqiao Road, Shanghai

                200335

                021 5113 4150

                021 6269 0233

              


      

       

    

    
      	
              10.2  

            	
              Governing
      Law

            
	 	 
	 	The
      Agreement shall be governed by and construed and performed in accordance
      with the PRC laws.


    

     

    
      	
              10.3  

            	
              Divisibility

            
	 	 
	 	All
      the provisions of the Agreement shall be deemed divisible, and any invalid
      or unenforceable provision shall not have impact on the validity or
      enforceability of other provisions hereof. Where any provisions or the
      provisions applicable to any person or any situation are invalid or
      unenforceable, (a) the Parties shall try their best to negotiate to
      establish appropriate and fair terms instead of those invalid or
      unenforceable, so as to accomplish the intent and purpose thereof; and (b)
      other provisions under the Agreement and the effect of those provisions
      applicable to other persons, entities or situation shall not be prejudiced
      by such invalidity or unenforceability. In such circumstances, the Party
      who fails to perform its obligations due to the invalidity or
      unenforceability of the provisions shall not be deemed to be in breach of
      the Agreement or shall not assume the responsibilities for the loss of the
      other Party.


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
              10.4  

            	
              Amendments

            
	 	 
	 	The
      Agreement shall only be amended or revised by a written document signed by
      each Party.


    

    


    
      	
              10.5  

            	
              Waiver

            
	 	 
	 	Any
      Party who waives the responsibility of the other Party for breach of any
      obligations or duties hereunder shall give and sign a written statement,
      and this waiver shall not be deemed as a waiver from any other future
      default responsibilities of the other Party under the
  Agreement.


    

    


    
      	
              10.6  

            	
              The
      Integral Agreement

            
	 	 
	 	The
      Agreement constitutes all the agreements and understandings between the
      Parties in respect of the underlying matters hereof, and supersedes all
      the previous written and oral agreements in respect thereof between the
      Parties and all other previous
communications.


    

    


    
      	
              10.7  

            	
              Copies

            
	 	 
	 	The
      Agreement shall have ten (10) copies in duplication and each Party holds
      one. The remaining copies shall be submitted to the relevant authorities
      for approval and filing. Each copy shall have the same
  effect.


    

    


    In view of the above, the
Agreement shall be signed by the Parties as of the date shown at the beginning
hereof and be established on the date of signing, and shall supersede The Share Issue and Subscription
Agreement in Relation to the Placing of 652,180,000 New A Shares to China
Eastern Air Holding Company by China Eastern Airlines Corporation Limited
entered into between the Parties on 10 December 2008.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
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                  China Eastern Airlines
      Corporation Limited

                   

                  (Seal to be affixed)

                	 
	 	 	 	 
	
                   

                	
                  Signature:

                	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 


        



       

      
        	 	
                China Eastern Air Holding
      Company

                 

                (Seal to be affixed)

              	 
	 	 	 	 
	
                 

              	
                Signature:

              	 	 
	 	Name:	 	 
	 	Title: