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 2009
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
1
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 December 23,
2009
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By
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/s/ Luo Zhuping | |
| Name: | Luo Zhuping | ||
| Title: | Company Secretary | ||
2
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 specific
mandates for issuances of new A shares and new H shares of the Company (the
“Issuances”); (ii) the circular of the Company dated 24 July 2009 in relation to
the Issuances (the “Circular”); (iii) the announcement of the Company dated 10
December 2009 in relation to the completion of the issuance of H shares of the
Company pursuant to the specific mandate; and (iv) the announcement of the
Company dated 23 December 2009 in relation to the completion of the issuance of
A shares of the Company pursuant to the specific mandate. Terms used herein
shall have the same meanings as ascribed to them in the Circular.
At the
extraordinary general meeting of the Company on 7 September 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
a result of the completion of the Issuances. As the Issuances were completed on
10 December 2009 and 23 December 2009, the Board has resolved on 23 December
2009 that, in connection with the completion of the Issuances, certain
provisions in the Articles of Association will be amended with immediate effect
to reflect the completion of such Issuances.
The amendments to the Articles of Association are as follows:
1. The original Article 20 and Article 21 of the Articles of Association are:
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“Article 20
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As approved by the securities regulatory authority of the State Council,
the total amount of shares of the Company is 7,741,700,000 shares.
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|
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Article 21
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The Company has issued a total of 7,741,700,000 ordinary shares,
comprising a total of 4,737,375,000 A shares, representing 61.19%
of the total share capital of the Company, a total of 3,004,325,000 H
shares, representing 38.81% of the total share capital of the Company.”
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Article 20 and Article 21 are amended as:
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“Article 20
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As approved by the China Securities Regulatory Commission, the total
amount of shares of the Company is 9,581,700,000 shares.
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3
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Article 21
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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.”
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2. The original Article 24 of the Articles of Association is:
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Article 24
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The registered capital of the Company is RMB7,741,700,000.”
Article 24 is amended as:
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| “Article 24 | The registered capital of the Company is RMB9,581,700,000.” |
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By order of the Board
CHINA EASTERN AIRLINES CORPORATION LIMITED
Luo Zhuping
Director and Company Secretary
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The Directors as at the date of this announcement are:
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Liu Shaoyong
Li Jun
Ma Xulun
Luo Chaogeng
Luo Zhuping
Hu Honggao
Wu Baiwang
Zhou Ruijin
Xie Rong
Sandy Ke-Yaw Liu
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(Chairman)
(Vice Chairman)
(Director, President)
(Director)
(Director, Company Secretary)
(Independent Non-executive Director)
(Independent Non-executive Director)
(Independent Non-executive Director)
(Independent Non-executive Director)
(Independent Non-executive Director)
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Shanghai, the PRC
23 December 2009
23 December 2009