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 February 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 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 February
2, 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)
AMENDMENTS
OF THE ARTICLES OF ASSOCIATION
Reference
is made to (i) the announcement of China Eastern Airlines Corporation Limited
(the “Company”) dated 10 July 2009 in
relation to, inter alia, the absorption of Shanghai Airlines; (ii) the circular
of the Company dated 25 August 2009 in relation to the absorption of Shanghai
Airlines (the “Circular”); and (iii) the
announcement of the Company dated 28 January 2010 in relation to the
implementation results of the absorption of Shanghai Airlines through share
exchange, changes in share capital and listing of additional A shares. Terms
used herein shall have the same meanings as ascribed to them in the
Circular.
At the
extraordinary general meeting of the Company on 9 October 2009, the Board was
authorized by the Shareholders that it may make appropriate and necessary
amendments to the Articles of Association as the Board thinks fit to reflect the
increases in the registered capital and change of shareholding of the Company.
As the exchange of A Shares had been completed on 28 January 2010 and the new A
Shares that have been exchanged have been listed on 2 February 2010, certain
provisions of the Articles of Association in connection with the completion of
the absorption have been amended accordingly with effect from 2 February
2010.
The
amendments to the Articles of Association are as follows:
The
original Article 20, Article 21 and Article 24 of the Articles of Association
are:
|
“Article
20
|
As
approved by the China Securities Regulatory Commission, the total amount
of shares of the Company is 9,581,700,000 shares.
|
|
Article
21
|
The
Company has issued a total of 9,581,700,000 ordinary shares, comprising a
total of 6,087,375,000 A shares, representing 63.53% of the total share
capital of the Company, a total of 3,494,325,000 H shares, representing
36.47% of the total share capital of the Company.
|
|
|
|
|
Article
24
|
The
registered capital of the Company is
RMB9,581,700,000.”
|
Article
20, Article 21 and Article 24 are amended as:
|
“Article
20
|
As
approved by the China Securities Regulatory Commission, the total amount
of shares of the Company is 11,276,538,860 shares.
|
|
Article
21
|
The
Company has issued a total of 11,276,538,860 ordinary shares, comprising a
total of 7,782,213,860 A shares, representing 69.01% of the total share
capital of the Company, a total of 3,494,325,000 H shares, representing
30.99% of the total share capital of the Company.
|
|
Article
24
|
The
registered capital of the Company is
RMB11,276,538,860.”
|
|
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:
|
Liu
Shaoyong
|
(Chairman)
|
|
Li
Jun
|
(Vice
Chairman)
|
|
Ma
Xulun
|
(Director,
President)
|
|
Luo
Chaogeng
|
(Director)
|
|
Luo
Zhuping
|
(Director,
Company Secretary)
|
|
Hu
Honggao
|
(Independent
non-executive Director)
|
|
Wu
Baiwang
|
(Independent
non-executive Director)
|
|
Zhou
Ruijin
|
(Independent
non-executive Director)
|
|
Xie
Rong
|
(Independent
non-executive Director)
|
|
Sandy
Ke-Yaw Liu
|
(Independent
non-executive Director)
|
Shanghai,
the PRC
2
February 2010