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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16
under
the Securities Exchange Act of 1934
For the
month of January 2010
Commission
File Number: 001-14550
China
Eastern Airlines Corporation Limited
(Translation
of Registrant’s name into English)
2550
Hongqiao Road
Hongqiao
Airport
Shanghai,
China 200335
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F: x Form
20-F ¨ Form
40-F
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): ¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7): ¨
Indicate
by check mark whether the registrant by furnishing the information contained in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934: ¨ Yes x No
If "Yes"
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): n/a
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.
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China
Eastern Airlines Corporation Limited
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(Registrant)
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| Date |
January
28, 2010
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By
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/s/
Luo
Zhuping
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|
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Name:
Luo Zhuping
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||||
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Title:
Director and Company
Secretary
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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.
Hong
Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited
take no responsibility for the contents of this announcement, make no
representation as to its accuracy or completeness and expressly disclaim any
liability whatsoever for any loss howsoever arising from or in reliance upon the
whole or any part of the contents of this announcement.
(A
joint stock limited company incorporated in the People’s Republic of China with
limited liability)
(Stock
code: 00670)
ANNOUNCEMENT
IMPLEMENTATION
RESULT
IN
RELATION TO ABSORPTION OF SHANGHAI AIRLINES THROUGH
SHARE
EXCHANGE, CHANGES IN SHARE CAPITAL AND LISTING OF
ADDITIONAL
A SHARES
Reference
is made to the announcement of China Eastern Airlines Corporation Limited (the
“Company”) dated 10 July
2009 in relation to, inter alia, the absorption of Shanghai Airlines and the
circular of the Company dated 25 August 2009 in relation to the absorption of
Shanghai Airlines (the “Circular”). Terms used herein
shall have the same meanings as ascribed to them in the Circular.
Approval
granted under Zheng Jian Xu Ke [2009] No. 1483 by CSRC in relation to the
Company’s application for the absorption of Shanghai Airlines through the
exchange of A Shares was received, and the exchange of A Shares has been
completed on 28 January 2010.
After the
absorption of Shanghai Airlines through the exchange of A Shares, the total
issued share capital of the Company was enlarged by 1,694,838,860 Shares to
11,276,538,860 Shares.
The
shareholding structure of the Company prior to and after the absorption through
the exchange of A Shares is set out as follows:
|
Unit:
Share
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Prior
to the changes
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Additional
shares
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After
the changes
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|||||||||
|
Listed
shares with trading
moratorium (A Shares) |
5,691,375,000 |
288,888,860
(Note
1)
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5,980,263,860 | |||||||||
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Listed
shares without trading
moratorium (A Shares) |
396,000,000 | 1,405,950,000 | 1,801,950,000 | |||||||||
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Listed
shares with trading
moratorium (H Shares) |
1,437,375,000 | – | 1,437,375,000 | |||||||||
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Listed
shares without trading
moratorium (H Shares) |
2,056,950,000 | – | 2,056,950,000 | |||||||||
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Total
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9,581,700,000 | 1,694,838,860 | 11,276,538,860 | |||||||||
— 1 —
The top
10 shareholders of the Company after the completion of the exchange of A Shares
and their respective shareholdings are set out as follows:
|
No.
|
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Name
of shareholders
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Number
of
shares
held
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Percentage
of
shareholding
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Nature
of
shares
|
Trading
moratorium
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|||||||
| 1 |
CEA
Holding
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4,831,375,000 | 42.84 | % |
Listed
A Shares with
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||||||||
|
trading
moratorium
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|||||||||||||
| 2 |
CES
Global
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1,927,375,000 | 17.09 | % |
Listed
H Shares/
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Note
2
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|||||||
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Listed
H Shares with
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|||||||||||||
|
trading
moratorium
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|||||||||||||
| 3 |
HKSCC
Nominees Limited
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1,539,637,139 | 13.65 | % |
Listed
H Shares
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| 4 |
上海聯和投資有限公司
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502,400,262 | 4.46 | % |
Listed
A Shares
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||||||||
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(Shanghai
United Investment Co., Ltd.)
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|||||||||||||
| 5 |
中國航空油料集團公司
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421,052,632 | 3.73 | % |
Listed
A Shares with
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||||||||
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(China
National Aviation Fuel
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trading
moratorium
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||||||||||||
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Group
Corporation)
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|||||||||||||
| 6 |
JinJiang
Holding
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400,334,918 | 3.55 | % |
Listed
A Shares/
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Note
1
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|||||||
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Listed
A Shares with
|
|||||||||||||
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trading
moratorium
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|||||||||||||
| 7 |
航天投資控股有限公司
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210,526,315 | 1.87 | % |
Listed
A Shares with
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||||||||
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(Aerospace
Capital Holding Co., Ltd.)
|
trading
moratorium
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||||||||||||
| 8 |
中銀集團投資有限公司
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187,052,580 | 1.66 | % |
Listed
A Shares
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||||||||
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(Bank
of China Group Investment Limited)
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|||||||||||||
| 9 |
航天科技財務有限責任公司
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94,736,846 | 0.84 | % |
Listed
A Shares with
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||||||||
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Aerospace
Science &Technology Finance
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trading
moratorium
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||||||||||||
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Co.,
Ltd.)
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| 10 |
中外運空運發展股份有限公司
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83,157,894 | 0.74 | % |
Listed
A Shares with
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||||||||
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(Sinotrans
Air Transportation Development
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trading
moratorium
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||||||||||||
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Co.,
Ltd.)
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|||||||||||||
Among
these 1,694,838,860 additional A Shares, 1,405,950,000 Shares are listed shares
without trading moratorium, which will be tradable on 2 February 2010,
288,888,860 Shares are listed shares with trading moratorium, which will be
tradable on 25 June 2012 (Note
1).
Note:
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1.
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After
completion of the absorption of Shanghai Airlines through the exchange of
A Shares, the SA Shares with trading moratorium will be correspondingly
exchanged into the A Shares of the Company and there will be trading
moratorium for those A Shares that have been exchanged. Since the
222,222,200 SA Shares held by 錦江國際（集團）有限公司 (JinJiang
International Holdings Co., Ltd.) (“JinJiang Holding”) shall
not be disposed from 25 June 2009 to 25 June 2012, after completion of the
absorption through the exchange of A Shares, the respective 288,888,860 A
Shares held by JinJiang Holding shall not be disposed from 28 January 2010
to 25 June 2012.
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2.
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Among
the Shares held by CES Global, 1,437,375,000 Shares are listed H Shares
with trading moratorium and are expected to be tradable on 26 June 2012,
while the remaining Shares are listed H
Shares.
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By
order of the Board
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China
Eastern Airlines Corporation Limited
Luo
Zhuping
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|
Director
and Company Secretary
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— 2 —
The
Directors as at the date of this announcement are:
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Liu
Shaoyong
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(Chairman)
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Li
Jun
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(Vice
Chairman)
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Ma
Xulun
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(Director,
President)
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Luo
Chaogeng
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(Director)
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Luo
Zhuping
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(Director,
Company Secretary)
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Hu
Honggao
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(Independent
non-executive Director)
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Wu
Baiwang
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(Independent
non-executive Director)
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Zhou
Ruijin
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(Independent
non-executive Director)
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Xie
Rong
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(Independent
non-executive Director)
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Sandy
Ke-Yaw Liu
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(Independent
non-executive Director)
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Shanghai,
the PRC
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28
January 2010
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— 3 —