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 2008.
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 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
(Registrant)
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| Date May 14, 2008 | By | /s/ Li Fenghua |
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Name: Li Fenghua |
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| Title: Chairman of the Board of Directors | ||
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.
(Stock
code: 670)
Overseas
Regulatory Announcement
Resolutions
passed by the board of directors of the Company on 13 May
2008
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The
Company hereby announces that a resolution was passed by the board
of
directors of the Company on 13 May
2008.
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This
announcement is made by China Eastern Airlines Corporation Limited (the
“Company”)
in
compliance with Rule 13.09(2) of the Rules Governing the Listing of Securities
on The Stock Exchange of Hong Kong Limited (which requires any issuer listed
on
The Stock Exchange of Hong Kong Limited whose securities are also listed
on
other stock exchange(s) to simultaneously inform The Stock Exchange of Hong
Kong
Limited of any information released to any of such other exchange(s) and
to
ensure that such information is released to the market in Hong Kong at the
same
time as it is released to the other market(s)).
The
Company hereby announces that a resolution was passed by the board of directors
of the Company (the “Board”)
on 13
May 2008.
Pursuant
to the Rules and Procedures for the Board of Directors (董事會議事規則和議事程序)
of the
Company and as convened by Mr. Li Fenghua, Chairman, the ninth regular meeting
for the year 2008 of the fifth session of the Board (the “Meeting”)
was
held on 13 May 2008 at the Meeting Room, 7/F, China Eastern Air Holding Company
Building, Shanghai.
Mr.
Li
Fenghua, as Chairman and Non-executive Director, Mr. Li Jun, as Vice Chairman
and Executive Director, Mr. Luo Zhuping, as Executive Director, Mr. Zhou
Ruijin
and Mr. Xie Rong, as Independent Non-executive Directors, attended the Meeting.
Mr. Cao Jianxiong, as Executive Director, and Mr. Luo Chaogeng, as Non-executive
Director, did not attend the Meeting for some reason. Mr. Hu Honggao, Mr.
Wu
Baiwang and Mr. Peter Lok, as Independent Non-executive Directors, authorized
Mr. Zhou Ruijin, as an Independent Non-executive Director, to vote for them.
The
directors present at the Meeting confirmed they had received the notice of
the
Meeting. Some of the supervisors of the Company, Mr. Luo Weide, chief financial
officer, and certain officers taking charge of the relevant departments of
the
Company also attended the Meeting. The quorum present at the Meeting (including
proxy) complied with the relevant requirements under the Company Law of the
People’s Republic of China and the articles of association of the Company. The
Meeting was legally and validly held.
The
Meeting was chaired by Mr. Li Fenghua, the Chairman and has considered and
discussed the resolution to be proposed at the 2007 annual general meeting
(the
“Annual
General Meeting”)
regarding the granting of general mandate to the Board to issue shares of
the
Company.
1
The
following resolution was considered and approved by the directors present
at the
Meeting:
Considered
and approved the resolution to propose to the Annual General Meeting to
authorize the granting of a general mandate to the Board to issue shares
of the
Company.
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(a)
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The
Board be and is hereby granted, during the Relevant Period (as
hereafter
defined), an unconditional general mandate to separately or concurrently
issue, allot and/or deal with domestic shares (“A
Shares”)
and overseas listed foreign shares (“H
Shares”)
of the Company, and to make or grant offers, agreements or options
in
respect thereof, subject to the following
conditions:
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(i)
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such
mandate shall not extend beyond the Relevant Period save that the
Board
may during the Relevant Period make or grant offers, agreements
or options
which might require the exercise of such powers after the end of
the
Relevant Period;
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(ii)
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the
number of the A Shares and H Shares to be issued and allotted or
agreed
conditionally or unconditionally to be issued and allotted by the
Board
shall not exceed 20% of each of its existing A Shares and H Shares;
and
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(iii)
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the
Board will only exercise its power under such mandate in accordance
with
the Company Law of the PRC and the Rules Governing the Listing
of
Securities on The Stock Exchange of Hong Kong Limited (as amended
from
time to time) or applicable laws, rules and regulations of other
government or regulatory bodies and only if all necessary approvals
from
the China Securities Regulatory Commission and/or other relevant
PRC
government authorities are
obtained.
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(b)
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For
the purposes of this special
resolution:
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“Relevant
Period” means the period from the passing of this special resolution until
the earliest one of the following three terms:
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(i)
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the
conclusion of the next annual general meeting of the Company following
the
passing of this special resolution; or
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(ii)
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the
expiration of the 12-month period following the passing of this
special
resolution; or
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(iii)
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the
date on which the authority granted to the Board set out in this
special
resolution is revoked or varied by a special resolution of the
shareholders of the Company in a general
meeting.
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(c)
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Contingent
on the Board resolving to separately or concurrently issue shares
pursuant
to paragraph (a) of this special resolution, the Board be authorized
to
increase the registered capital of the Company to reflect the number
of
shares authorized to be issued by the Company pursuant to paragraph
(a) of
this special resolution and to make such appropriate and necessary
amendments to the articles of association of the Company as they
think fit
to reflect such increases in the registered capital of the Company
and to
take any other action and complete any formality required to effect
the
separately or concurrently issuance of shares pursuant to paragraph
(a) of
this special resolution and the increase in the registered capital
of the
Company.
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2
Special
note: The Company shall still comply with the relevant requirements of China
Securities Regulatory Commission when exercising the general mandate for
the
issue of A shares if the resolution is approved at the Annual General Meeting.
By
order
of the Board
China
Eastern Airlines Corporation Limited
Luo
Zhuping
Director
and Company Secretary
The
Company’s directors as at the date of this announcement are:
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Li
Fenghua
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(Chairman,
Non-executive Director)
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Li
Jun
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(Vice
Chairman, Non-executive Director)
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Cao
Jianxiong
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(President,
Executive Director)
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Luo
Chaogeng
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(Non-executive
Director)
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Luo
Zhuping
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(Executive
Director)
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Hu
Honggao
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(Independent
non-executive Director)
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Peter
Lok
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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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Shanghai,
the People’s Republic of China
13
May
2008
3