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 April 2009
Commission
File Number: 001-14550
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China
Eastern Airlines Corporation Limited
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(Translation
of Registrant’s name into English)
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2550
Hongqiao Road
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Hongqiao
Airport
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Shanghai,
China 200335
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(Address
of principal executive offices)
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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 | |||||
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(Registrant)
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| Date |
April 28,
2009
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By
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/s/ Luo Zhuping | ||
| Name: Luo Zhuping | |||||
| 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.
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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: 670)
RESOLUTIONS
PASSED AT THE BOARD MEETING
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The
Company hereby announces that certain resolutions were passed by the board
of directors of the Company on 28 April
2009.
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Pursuant
to the Rules and Procedures for the Meeting of Board of Directors（董事會議事規則和議事程序）of
China Eastern Airlines Corporation Limited (the “Company”) and as convened by
Mr. Liu Shaoyong, the Chairman, the 2009 third regular meeting of the fifth
session of the board of directors (the “Board”) of the Company (the
“Board Meeting”) was
held on 28 April 2009 at the Meeting Room, 7/F, China Eastern Air Holding
Company Building.
Mr. Liu
Shaoyong, Mr. Ma Xulun and Mr. Luo Zhuping, as the directors of the Company, and
Mr. Hu Honggao, Mr. Zhou Ruijin, as the independent non-executive directors of
the Company, were present at the Board Meeting. Mr. Li Jun, as director, was on
business trip and did not attend the Board Meeting. Mr. Luo Chaogeng, as
director, authorized Mr. Liu Shaoyong, as Chairman, to vote for him in favour of
the resolutions. Mr. Peter Lok and Mr. Wu Baiwang, as independent non-executive
directors, authorized Mr. Hu Honggao, as independent non-executive director, to
vote for them respectively in favour of the resolutions. Mr. Xie Rong, as an
independent non-executive director, authorized Mr. Zhou Ruijin, as independent
non-executive director, to vote for him in favour of the
resolutions.
The
directors present at the Board Meeting confirmed that they had received the
notice of the Board Meeting before it was held. All supervisors in the
supervisory committee of the Company, the Chief Financial Officer, and certain
officers taking charge of the relevant departments of the Company also attended
the Board Meeting. The number of directors at the meeting (including proxy)
satisfied the quorum requirements under the Company Law of the Peoples’ Republic
of China and the Company’s articles of association. As such, the Board Meeting
was legally and validly convened and held.
1
The
Meeting was chaired by Mr. Liu Shaoyong, the Chairman of the Board. The
directors present at the Board Meeting considered and unanimously passed the
resolutions as below:
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1.
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Considered
and approved the 2009 first quarterly financial report of the
Company.
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2.
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Considered
and approved the 2009 first quarterly report of the Company and decided to
publish it together with the 2009 first quarterly financial report of the
Company as passed in resolution 1 above in both Hong Kong and Shanghai on
29 April 2009.
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3.
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Resolved
to establish the nomination committee of the Board and passed its
charter.
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4.
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Considered
and approved the amendments to certain clauses of the articles of
association of the Company, and decided to submit this resolution to the
2008 Annual General Meeting of the Company for
approval.
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Subsequent
to the amendments to the articles of association of the Company, the Procedure
Rules for the Shareholders’ Meeting（股東大會議事規則）, the
Procedure Rules for the Meeting of the Board of Directors （董事會議事規則） and the
Procedure Rules for the Meeting of the Supervisory Committee（監事會議事規則）of the
Company shall be amended accordingly where inconsistency arises against the
articles of association of the Company.
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5.
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Considered
and passed the resolution on the granting of a general mandate to the
Board to issue shares of the Company, and decided to submit this
resolution to the 2008 Annual General Meeting of the Company for
approval.
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(note:
notwithstanding that the 2008 Annual General Meeting approves this resolution,
if the Company exercises the general mandate in relation to A shares of the
Company, approval at shareholders’ meeting is still required.)
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6.
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Considered
and passed the resolution on convening the 2008 Annual General Meeting of
the Company (details please refer to the Notice of 2008 Annual General
Meeting as posted on the website of the Stock Exchange of Hong Kong
Limited on 28 April 2009).
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By order of the
Board
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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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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
28 April
2009
2