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 December 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.
| China Eastern Airlines Corporation Limited | |||||
|
(Registrant)
|
|||||
| Date |
December
12, 2008
|
By:
|
/s/ Luo Zhuping | ||
| Name: Luo Zhuping | |||||
| Title: 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.
|
(A joint stock limited company
incorporated in the People’s Republic of China with limited
liability)
(Stock code: 670)
PROPOSED RESIGNATION OF
DIRECTORS
AND
PROPOSED APPOINTMENT OF
DIRECTORS
|
The Board announces that, Mr. Li
Fenghua will resign as the Chairman and non-executive director of the
Company and Mr. Cao Jianxiong will no longer serve as a director nor as
the President of the Company, subject to the approval of the respective
resolution of the resignation at the EGM.
|
|
The Board further announces that,
Mr. Liu Shao Yong will be appointed as the director of the Company and Mr.
Ma Xulun will be appointed as the President and
executive director of the Company, subject to the approval of the
respective resolution of the appointment at the
EGM.
|
PROPOSED RESIGNATION OF
DIRECTORS
The Board hereby announces that, subject
to the approval of the respective resolution of the resignation at the
EGM:
|
(1)
|
Mr. Li Fenghua will resign as the
Chairman and non-executive director of the Company due to
reallocation of
appointment. Mr. Li Fenghua confirms that there is no disagreement between
him and the Board and there is no matter relating to his resignation that
needs to be brought to the attention of the shareholders of the
Company.
|
|
(2)
|
Mr. Cao Jianxiong will no longer serve as a director
nor as the President of the Company due to reallocation of appointment.
Mr. Cao Jianxiong confirms that there is no disagreement between him and
the Board and there is no matter relating to his resignation that needs to
be brought to the attention of the
shareholders of the Company.
|
PROPOSED APPOINTMENT OF
DIRECTORS
The Board further announces that, as
recommended by CEA Holding, the controlling shareholder of the Company, it is
proposed that Mr. Liu Shao Yong 劉紹勇先生 (“Mr. Liu”) be appointed as the director of the
Company and Mr. Ma Xulun 馬須倫先生 (“Mr. Ma”) be appointed as the President and
executive director of the Company, subject to the approval of the respective
resolution of the appointment at the EGM.
Mr. Liu
Mr. Liu, aged 50, joined the civil aviation
industry in 1978. He held the positions of Deputy Captain and Captain of the
Flying Squadron of China General Aviation Corporation and was appointed as the
Deputy General Manager of China General Aviation Corporation and Deputy Director of Shanxi Provincial
Civil Aviation Administration. He also served as the General Manager of the
Shanxi branch of China Eastern Airline Company and as the Chief of the Flying
Model Division of the Civil Aviation Administration of China. He was the General Manager of the Company
from 2000 to 2002. From 2002 to August 2004, he was appointed as the Vice
Minister of Civil Aviation Administration of China. Starting from August 2004,
Mr. Liu has served as the General Manager of China Southern Air Holding Company and since November 2004,
he has served as Chairman of directors of China Southern Airlines Company
Limited (stock code: 1055). Mr. Liu graduated from China Civil Aviation Flying
College. He has also obtained a master degree in executive business administration from Tsinghua
University in 2005. He is a qualified First Class Pilot.
Mr. Ma
Mr. Ma, aged 43, was Deputy General
Manager of China Commodities Storing and Transportation Corporation in 1995 and
Deputy Director General of Financial Department of Civil Aviation
Administration of China in 1997. Mr. Ma was the Vice President of Air China
International Corporation Limited in December 1998. After the restructuring of
the China civil aviation industry in 2002, he became the Vice President
of the general affairs of Air China
International Corporation Limited. From September 2004 to January 2007, he
became the President of Air China Limited (stock code: 753) and Deputy Party
Secretary. In December 2004, he was a Party member of China National
Aviation Holdings Company. Since the
beginning of 2007, he was a Party member and Deputy General Manager of China
National Aviation Holding Company. Mr. Ma has a master degree and is a qualified
accountant.
Further disclosure in compliance with
Rule 13.51(2) of the
Listing Rules in respect of the proposed new directors of the Company will in
due course be provided in the notice of the EGM and the announcement
thereof.
DEFINITIONS
In this announcement, unless the context
otherwise requires, the following expressions have the following
meanings:
|
“A Share”
|
means the ordinary shares issued
by the Company, with a RMB denominated par value of RMB1.0 each, which are
subscribed for and paid up in a currency other than RMB and are listed on
the Shanghai Stock Exchange;
|
|
“Board”
|
means the board of directors of
the Company;
|
|
“CEA Holding”
|
means 中國東方航空集團公司 (China Eastern Air Holding
Company), a wholly PRC state-owned enterprise and the controlling
shareholder of the Company holding approximately 59.67% of its issued share capital as at the
date of this announcement;
|
|
“Company”
|
means 中國東方航空股份有限公司 (China Eastern Airlines
Corporation Limited), a joint stock limited company incorporated in the
PRC with limited liability, whose H Shares, A Shares and
American depositary
shares are listed on the Stock Exchange, the Shanghai Stock Exchange and
the New York Stock Exchange, Inc., respectively;
|
|
“controlling
shareholder”
|
has the meaning ascribed thereto
under the Listing Rules;
|
|
“EGM”
|
means the forthcoming extraordinary general meeting of
the Company in relation to the subscription of shares as set out in the
announcement of the Company dated 10 December
2008;
|
|
“H Shares”
|
means the ordinary shares issued
by the Company, with a RMB denominated par value of RMB1.0 each, which are
subscribed for and paid up in a currency other than RMB and are listed on
the Stock Exchange;
|
|
“Hong Kong”
|
means the Hong Kong Special
Administrative Region of the PRC;
|
|
“Listing
Rules”
|
means the Rules Governing the
Listing of Securities
on The Stock Exchange of Hong Kong Limited;
|
|
“PRC”
|
means the People’s Republic of
China;
|
|
“RMB”
|
means Renminbi, the lawful
currency of the PRC; and
|
|
“Stock
Exchange”
|
means The Stock Exchange of Hong
Kong Limited.
|
By order of the
Board
CHINA EASTERN AIRLINES CORPORATION
LIMITED
Luo Zhuping
Director and Company
Secretary
The Directors as at the date of this
announcement are:
|
Li Fenghua
|
(Chairman, Non-executive
Director)
|
|
Li Jun
|
(Vice Chairman, Non-executive
Director)
|
|
Luo
Chaogeng
|
(Non-executive
Director)
|
|
Cao
Jianxiong
|
(President, Executive
Director)
|
|
Luo Zhuping
|
(Executive
Director)
|
|
Hu Honggao
|
(Independent non-executive
Director)
|
|
Peter Lok
|
(Independent non-executive
Director)
|
|
Wu Baiwang
|
(Independent non-executive
Director)
|
|
Zhou Ruijin
|
(Independent non-executive
Director)
|
|
Xie Rong
|
(Independent non-executive
Director)
|
Shanghai, the PRC
12 December 2008