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 May 2010
Commission
File Number: 001-14550
China
Eastern Airlines Corporation Limited
(Translation of Registrant’s name into English)
(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 o 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): o
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): o
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: o 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
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May 3,
2010
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By
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/s/
Luo
Zhuping
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Name:
Luo Zhuping
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Title:
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)
OVERSEAS REGULATORY ANNOUNCEMENT
PROGRESS OF THE IMPLEMENTATION OF
PROGRESS OF THE IMPLEMENTATION OF
THE ABSORPTION OF SHANGHAI AIRLINES
THROUGH SHARE EXCHANGE
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This
announcement is made by the Company pursuant to Rule 13.09(2) of the Rules
Governing the Listing of Securities on The Stock Exchange of Hong Kong
Limited.
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On 30
December 2009, China Eastern Airlines Corporation Limited (the “ Company ”) received from the China Securities
Regulatory Commission (“CSRC”) a reply
concerning Approval of Absorption of Shanghai Airlines Co., Ltd by China Eastern
Airlines Corporation Limited (Zheng Jian Xu Ke [2009] No.1483) in relation to
the approval of the absorption of Shanghai Airlines Co., Ltd (“Shanghai Airlines”, and the absorption of
Shanghai Airlines through share exchange by the Company is referred to as the
“Absorption through Share Exchange”)
through share exchange by the Company.
As the
implementation of the Absorption through Share Exchange has not been completed,
pursuant to the requirements under Provision 31 of the Administrative Rules on
Material Asset Reorganizations
of Listed Companies (《上市公司重大資產重組管理辦法》), the
progress of the
implementation of the Absorption through Share Exchange is set out as
follows:
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1.
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De-listing
and Cancellation of Shanghai
Airlines
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Shanghai
Airlines has been delisted on 25 January 2010, and the original Shanghai
Airlines will be cancelled upon the establishment of the wholly-owned subsidiary
of the Company (“New Shanghai Airlines”)
for the purpose of receiving all of the assets and credits and debts of the core
aviation business of Shanghai Airlines and the completion of the settlement of
assets.
– 1
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2.
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Share
Exchange
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The
Company has issued 1,694,838,860 shares to the shareholders of Shanghai Airlines
to settle the payment of the consideration for the Absorption through Share
Exchange. Procedures for registration of such newly issued shares with the China
Securities Depository and Clearing Corporation Limited, Shanghai Branch has been
completed on 28
January 2010.
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3.
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Establishment
of New Shanghai Airlines and Licence for
Operation
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New
Shanghai Airlines has obtained the corporate legal person business licence
issued by the Airport Branch of Shanghai Administration of Industry and Commerce
on 26 March
2010, and is currently applying for the licence for operation of public air
transport enterprises. The CAAC East China Regional Administration has granted
preliminary approval to the application on 26 April 2010 and submitted the
relevant materials to Civil Aviation Administration of China (“CAAC”) for its
final approval.
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4.
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Settlement
of Assets and Arrangement of
Personnel
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The
procedures for the settlement of assets and arrangement of personnel in relation
to the Absorption through Share Exchange is still in process.
The
Company will press on with the implementation of the Absorption through Share
Exchange, perform the relevant procedures in accordance with relevant
requirements and the reply from CSRC, and announce the progress of the
implementation on a timely basis.
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By order of the board of directors
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CHINA EASTERN AIRLINES CORPORATION LIMITED
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Luo Zhuping
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Director and Company Secretary
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The directors of the Company 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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Wu Baiwang
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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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Wu Xiaogen
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(Independent non-executive Director)
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Ji Weidong
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(Independent non-executive Director)
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Shanghai, People’s Republic of China
30 April 2010
– 2
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