Share Issue and Subscription Agreement Between China Eastern Airlines Corporation Limited and China Eastern Air Holding Company

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 00 Xxxxxxx Xxxxxx, Xxxxxx 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.

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“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.

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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:

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(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:

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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.

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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.

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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.

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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.

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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:	0000 Xxxxxxxx Xxxx, Xxxxxxxx 200335 021 5113 0920 021 6268 6116
	To CES Global: Address: Postal Code: Tel: Fax:	0000 Xxxxxxxx Xxxx, Xxxxxxxx 000000 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.

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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.

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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: