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 June 2010
Commission
File Number: 001-14550
China
Eastern Airlines Corporation Limited
(Translation
of Registrant’s name into English)
Board
Secretariat’s Office
Kong Gang
San Lu, Number 88
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.
| China Eastern Airlines Corporation Limited | ||||
|
(Registrant)
|
||||
|
Date
|
June 28, 2010
|
By
|
/s/ Luo Zhuping
|
|
|
Name:
Luo Zhuping
|
||||
|
Title:
Director and Company
Secretary
|
||||
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)
RESOLUTION PASSED AT THE BOARD MEETING
| The Company hereby announces that certain resolutions were passed by the board of directors of the Company on 28 June 2010. |
Pursuant
to the requirements of the Articles of Association and the rules of meeting of
the Board
(董事會議事規則)
of China Eastern Airlines Corporation Limited (the “Company”) and as convened by Liu Shaoyong, the
chairman, the first meeting (the “Meeting”) of the sixth session of the Board of
the Company (the “Board”) was held at
Shanghai International Airport Hotel on 28 June 2010.
Liu
Shaoyong, as the chairman; Li Jun as the vice chairman; Ma Xulun, Luo Chaogeng,
Luo Zhuping as directors, and Sandy Ke-Yaw Liu, Wu Xiaogen, Ji Weidong, Shao
Ruiqing as independent directors of the Company, attended the
Meeting.
The
directors who attended the Meeting confirmed they had received the notice of the
Meeting and relevant information before the Meeting. Liu Jiangbo, as the
chairman of the supervisory committee of the Company, Xu Zhao, Yan Taisheng,
Feng Jinxiong, as supervisors of the Company and other senior management and
heads of the relevant departments of the Company also attended the Meeting. The
quorum present at the Meeting complied with the relevant requirements under the
Articles of Association and the rules of meeting of the Board. The Meeting was
legally and validly held.
The
Meeting was chaired by Liu Shaoyong, the chairman of the Company. After adequate
discussion, the directors at the Meeting considered and approved unanimously the
following resolutions:
|
1.
|
To consider and approve the resolution for the election of the chairman and vice
chairman of the Company.
|
The
election of Liu Shaoyong as the chairman of the sixth session of the Board, and
the election of Li Jun as the vice chairman of the sixth session of the Board,
for a term equivalent to the term of the current session of the Board, was
approved.
– 1
–
|
2.
|
To consider and approve the resolution for the election of members of each of the
specialised committees under the Board.
|
The
elections of Shao Ruiqing, Wu Xiaogen and Ji Weidong, all being independent
directors of the Company, as the members of the audit and risk management
committee of the sixth session of the Board, with Shao Ruiqing as the chairman
of the audit and risk management committee, for a term equivalent to the term of
the current session of the Board, was approved.
The
election of Luo Chaogeng and Luo Zhuping, both as directors of the Company and
Shao Ruiqing, an independent director of the Company, as the members of the
planning and development committee of the sixth session of the Board, with Luo
Chaogeng as the chairman of the planning and development committee, for a term
equivalent to the term of the current session of the Board, was
approved.
The
election of Liu Shaoyong, as director of the Company, Sandy Ke-Yaw Liu and Ji
Weidong, both as independent directors of the Company, as the members of the
nomination and remuneration committee of the sixth session of the Board, with
Liu Shaoyong as the chairman of the nomination and remuneration committee, for a
term equivalent to the term of the current session of the Board, was
approved.
The
election of Ma Xulun and Luo Chaogeng, both as directors of the Company, Sandy
Ke-Yaw Liu, as independent director of the Company, as the members of the
aviation safety and environment committee of the sixth session of the Board,
with Ma Xulun as the chairman of the aviation safety and environment committee,
for a term equivalent to the term of the current session of the Board, was
approved.
|
3.
|
To consider and approve the resolution regarding the appointment of the president
of the Company.
|
The
appointment of Ma Xulun as the president of the Company, for a term equivalent
to the term of the current session of the Board, was
approved.
|
4.
|
To consider and approve the resolution regarding the appointment of vice president
and chief financial officer of the Company.
|
The
appointment of Zhang Jianzhong, Li Yangmin, Zhao Jinyu and Tang Bing as the vice
president of the Company, the appointment of Wu Yongliang as the chief financial
officer of the Company, for a term equivalent to the term of the current session
of the Board, was approved.
|
5.
|
To consider and approve the resolution regarding the appointment of the secretary
of the Board.
|
The
appointment of Luo Zhuping as the secretary of the Board, for a term equivalent
to the term of the current session of the Board, was approved.
The
independent directors of the Company consider that the nomination procedure for
the appointment of Ma Xulun, Zhang Jianzhong, Li Yangmin, Zhao Jinyu, Tang Bing,
Wu Yongliang and Luo Zhuping is legal, and the above-mentioned persons meet the
qualification requirements as stipulated in relevant laws and regulations and
the Articles of Association, and are capable of fulfilling the duty requirements
of the positions. The appointment procedures complied with the requirements as
stipulated in relevant laws, regulations and the Articles of
Association.
– 2
–
|
6.
|
To
consider and approve the resolution regarding the adjustment of the
proportion between the American Depository Shares (ADS) and H shares of
the Company.
|
The
adjustment of the proportion between the ADS and H shares of the Company, from
1:100 per H share to be subdivided into 1:50 per H share and the authorisation
of the secretary of the Board to effect the matters related to the share
subdivision and to execute the related legal documents were
approved.
The
Company will publish an announcement in a timely manner upon signing of relevant
agreement.
|
7.
|
To consider and approve the resolution regarding the sale of part of the equity
interests in the investment companies originally under Shanghai Airlines
Co, Ltd.
(“Shanghai Airlines”) to subsidiaries under CEA Holding.
|
The
transfer of 70% equity interest in Shanghai Aviation Catering Co., Ltd. (上海航空食品有限公司), 100%
equity interest in Shanghai Aviation Import & Export Co., Ltd. (上海航空進出口有限公司) and
100% equity interest in Shanghai Aviation Advertising Service Co., (上海航空傳播有限公司) held by
Shanghai Airlines and its subsidiaries, by way of cash, to China Eastern Air
Catering Investment Co., Ltd., Eastern Aviation Import & Export Co., Ltd.
and Eastern Aviation Advertising Service Co., Ltd. respectively; the actual
consideration for the transfer will be determined on the basis of appraised
asset value confirmed by the parties, with adjustments made for the profits and
losses incurred between the period from the valuation base date to the
completion date of such transfer(s) in accordance with the provisions of the
respective equity interest transfer agreement, was approved.
The
Company will publish an announcement in a timely manner upon signing of relevant
agreement.
This
resolution is a resolution relating to connected transaction, and Liu Shaoyong,
Li Jun and Luo Chaogeng, being connected directors, abstained from voting. The
independent directors of the Company consider that the above connected
transaction is entered into in the ordinary course of business on normal
business terms, and is in the interests of the Company and all the shareholders
of the Company and is fair and reasonable to the shareholders of the
Company.
|
By
order of the Board
|
|
CHINA
EASTERN AIRLINES CORPORATION LIMITED
|
|
Luo
Zhuping
|
|
Director
and Company Secretary
|
– 3
–
The
directors of the Company as at the date of this announcement are:
|
Liu Shaoyong
|
(Chairman)
|
|
Li Jun
|
(Vice Chairman)
|
|
Ma Xulun
|
(Director, President)
|
|
Luo Chaogeng
|
(Director)
|
|
Luo Zhuping
|
(Director, Company Secretary)
|
|
Sandy Ke-Yaw Liu
|
(Independent non-executive Director)
|
|
Wu Xiaogen
|
(Independent non-executive Director)
|
|
Ji Weidong
|
(Independent non-executive Director)
|
|
Shao Ruiqing
|
(Independent non-executive Director)
|
Shanghai,
People’s Republic of China
28 June 2010
– 4
–