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.
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China Eastern Airlines
Corporation Limited
(Registrant)
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Date December 29,
2008
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By
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/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)
ANNOUNCEMENT
RESOLUTIONS
PASSED BY THE BOARD OF DIRECTORS OF
THE
COMPANY ON 29 DECEMBER 2008
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The
Company hereby announces that certain resolutions were passed by the board
of directors of the Company on 29 December
2008.
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Pursuant
to the Articles of Association and the Rules and Procedures for the 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. Li Jun, the Vice Chairman, the eighteenth meeting (the “Meeting”) of the fifth session
of the board of directors of the Company (the “Board”) was held on 29
December 2008.
The
following resolutions were fully considered and unanimously approved at the
Meeting by means of written consent of the directors of the Company (the
“Directors”):
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1.
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The
resolution on the revised “Proposal for the non-public issuance of A
shares of the Company to specific placees by China Eastern Airlines
Corporation Limited” was considered and passed. Based on the original
proposal for the issuance of A shares of the Company that has been
approved by the Board on 10 December 2008, certain terms have been
revised, such as: (1) the number of non-public issuance of A shares of the
Company has been revised from 652,180,000 shares to 1,437,375,000 shares;
(2) the price determination date has been revised from 11 December to the
date of this announcement (30 December 2008); (3) the issue price has
been revised from RMB3.60 per share to RMB3.87 per share, which is not
less than 90% of the average trading price of A shares of the Company for
the 20 trading days ending on the date of this announcement. In addition,
the revised “A Shares Subscription Agreement” was also approved and
confirmed which will supersede the “A Shares Subscription Agreement” that
has been executed by the parties on 10 December 2008 while other matters
in relation to the issuance of A shares of the Company will remain the
same. It has also been approved that this resolution will be submitted to
the shareholders’ meeting, class meetings of the holders of A shares and H
shares of the Company respectively for voting and approval and this
resolution shall be effective for one year from the date on which such
resolution is passed at the shareholders’
meeting.
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2.
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The
resolution on the revised “Proposal for the specific issuance of H shares
of the Company to specific placees by China Eastern Airlines Corporation
Limited” was considered and passed. Based on the original proposal for the
issuance of H shares of the Company that has been approved by the Board on
10 December 2008, the number of specific issuance of H shares of the
Company has been revised from 652,180,000 shares to 1,437,375,000 shares
while the other matters in relation to the issuance of H shares of the
Company will remain the same. In addition, the revised “H Shares
Subscription Agreement” was also approved and confirmed which will
supersede the “H Shares Subscription Agreement” that has been executed by
the parties on 10 December 2008. It has also been approved that this
resolution will be submitted to the shareholders’ meeting, class meetings
of the holders of A shares and H shares of the Company respectively for
voting and approval and this resolution shall be effective for one year
from the date on which such resolution is passed at the shareholders’
meeting.
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3.
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The
resolution on “Amendments to the relevant clauses of the articles of
association of the Company in connection with the non-public issuance of A
shares and specific issuance of H shares of the Company” was considered
and approved, and will be submitted to the shareholders’ meeting for
voting and approval. The above mentioned amendments to the articles of
association of the Company will become effective upon the obtaining of
approval of the same by the shareholders of the Company at the
shareholders’ meeting, the obtaining of approvals at the
shareholders’ meeting and the respective class meetings in relation
to the non-public issuance of A shares of the Company to China Eastern Air
Holding Company and the specific issuance of H shares of the Company to
CES Global Holdings (Hong Kong) Limited respectively, the obtaining of
approval from the China Securities Regulatory Commission and completion of
the subscriptions pursuant to the respective subscription agreements. The
Board has been authorized to handle the registration, filing or any
related matters arising as a result of the amendments of the articles of
association of the Company.
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4.
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The
resolution on the revised “Plan for the non-public issuance of A shares of
the Company by China Eastern Airlines Corporation Limited” was considered
and passed, which will be submitted to the shareholders’ meeting for
approval.
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5.
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The
resolution on the revised “Feasibility report on the use of the proceeds
from the non-public issuance of A shares of the Company” was considered
and passed, which will be submitted to the shareholders’ meeting for
approval.
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Other
resolutions which have been passed at the meeting of the Board held on 10
December 2008 will still be submitted to the shareholders’ meeting and
respective class meetings for approval. The Board has authorized the Vice
Chairman to separately determine the date and time for convening the
shareholders’ meeting and the class meetings of the shareholders of A shares and
H shares of the Company, which will be announced on another date.
The
resolutions No. 1, No. 2 and No. 4 mentioned above relate to connected
transactions. The Directors present at the Meeting have considered the opinions
from the independent directors. Mr. Li Fenghua, Mr. Li Jun, Mr. Cao Jianxiong
and Mr. Luo Chaogeng, being the directors who relate to the subject matter, have
abstained from voting at the Meeting. The Directors voting at the Meeting
unanimously considered that such transactions are finance project of the Company
and are under normal commercial terms. The revised proposals in connection with
the issuance of shares of the Company will increase the size of financing of the
Company, which will better improve the financial position of the Company, are in
the interest of the Company and its shareholders as a whole, and will benefit
the long term development of the Company.
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By
order of the Board of
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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 as at the date of this announcement are:
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Li
Jun
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(Vice
Chairman acting on behalf of the Chairman,
Non-executive
Director)
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Li
Fenghua
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(Non-executive
Director)
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Cao
Jianxiong
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(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
29
December 2008