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 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
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 3,
2009
|
By
|
/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: 670)
OVERSEAS
REGULATORY ANNOUNCEMENT
CHANGE
OF DIRECTORS
|
China
Eastern Airlines Corporation Limited (the “Company”) hereby
announces that a resolution was passed by the board of directors of the
Company (the “Board”) on 3 February
2009.
In
addition, the Board is pleased to announce that Mr. Liu Shao Yong 劉紹勇先生
(“Mr. Liu”) has
been appointed as the Chairman and a director of the Company and Mr. Ma
Xulun 馬須倫先生
(“Mr. Ma”) has
been appointed as the President and a director of the
Company.
The
Board also wishes to announce that Mr. Li Fenghua (“Mr. Li”) has resigned as
the Chairman and non-executive director of the Company and Mr. Cao
Jianxiong (“Mr.
Cao”) will no longer serve as a director nor as the President of
the Company.
|
RESOLUTION
PASSED BY THE BOARD ON 3 FEBRUARY 2009
The
following is made by the Company in compliance with Rule 13.09(2) of the Rules
Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
(the “Listing Rules”)
(which requires any issuer listed on The Stock Exchange of Hong Kong Limited
whose securities are also listed on other stock exchange(s) to simultaneously
inform The Stock Exchange of Hong Kong Limited of any information released to
any of such other exchange(s) and to ensure that such information is released to
the market in Hong Kong at the same time as it is released to the other
market(s)).
Pursuant
to the Rules and Procedures for the Board (董事會議事規則和議事程序)
of the Company and as convened by Mr. Li Jun, Vice Chairman, the twentieth
regular meeting of the fifth session of the Board of the Company (“Meeting”) was held on 3
February 2009 at the Banquet Room, 1st Floor, International Airport Hotel (國際機場賓館),
Shanghai.
Mr. Liu,
Mr. Li Jun, Mr. Ma, Mr. Luo Chaogeng, Mr. Luo Zhuping, the directors of the
Company, Mr. Hu Honggao, Mr. Wu Baiwang, Mr. Zhou Ruijin and Mr. Xie Rong, as
independent non-executive directors of the Company, attended the Meeting. Mr.
Peter Lok, as independent non-executive director of the Company, did not attend
the Meeting for some reason.
The
directors present at the Meeting confirmed they had received the notice of the
Meeting. Certain supervisors of the Company, Mr. Zhang Jianzhong, Vice
President, Mr. Luo Weide, chief financial officer and the officers taking charge
of the relevant departments of the Company also attended the Meeting. The quorum
present at the Meeting, including those present by proxy, complied with the
relevant requirements under the Company Law of the People’s Republic of China
and the articles of association of the Company. The Meeting was legally and
validly held.
The
Meeting was chaired by Mr. Li Jun, the Vice Chairman. The directors present at
the Meeting agreed unanimously to elect Mr. Liu as the Chairman of the fifth
session of the Board.
The Board
would like to express its sincere gratitude to Mr. Li and Mr. Cao for their
loyalty and diligence during their tenure of office.
CHANGE
OF DIRECTORS
The Board
is pleased to announce that Mr. Liu has been appointed as the Chairman and a
director of the Company and Mr. Ma has been appointed as the President and a
director of the Company, both with effect from 3 February 2009 upon conclusion
of the extraordinary general meeting of the Company (the “EGM”) and the
Meeting.
The
biographical details of Mr. Liu are as follows:
Mr. Liu,
aged 50, currently serves as Deputy Party Secretary and General Manager of China
Eastern Air Holding Company. Mr. Liu joined the civil aviation industry in 1978.
He held the positions of 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 the 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
December 2000 to October 2002. From October 2002 to August 2004, he was
appointed as the Vice Minister of Civil Aviation Administration of China. From
August 2004 to December 2008, Mr. Liu has served as the General Manager of China
Southern Air Holding Company and from November 2004 to December 2008, he has
served as Chairman of directors of China Southern Airlines Company Limited
(stock code: 1055). He served as Deputy Party Secretary and General Manager of
China Eastern Air Holding Company since December 2008. Mr. Liu graduated from
China Civil Aviation Flying College. He has obtained a master degree in
executive business administration from Tsinghua University in 2005. He is a
qualified First Class Pilot. Mr. Liu is the Director General of China Air
Transport Association, a director of International Air Transport Association and
a director of Association for Relations Across the Taiwan Straits.
Save as
disclosed in the above, Mr. Liu has not held any directorship in the last 3
years in public companies the securities of which are listed on any securities
market in Hong Kong or overseas or other major appointments and professional
qualifications preceding the date of this announcement, nor has he any
relationship with any directors, senior management or substantial
or controlling shareholders of the Company. As at the date of this
announcement, Mr. Liu does not have, and is not deemed to have, any interests in
any shares or underlying shares of the Company within the meaning of Part XV of
the Securities and Futures Ordinance.
As at the
date of this announcement, there is no service contract between the Company and
Mr. Liu in respect of the aforesaid appointment and Mr. Liu is not entitled to
any remuneration of the Company. Pursuant to the Articles of Association, Mr.
Liu will hold office until the next annual general meeting of the Company and
will be eligible for re-election at the meeting.
Save as
disclosed in this announcement, the Board is not aware of any matters in
relation to the appointment of Mr. Liu which are required to be disclosed
pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules and any other matter
that need to be brought to the attention of the shareholders of the
Company.
The
biographical details of Mr. Ma are as follows:
Mr. Ma,
aged 43, currently serves as Deputy Party Secretary of China Eastern Air Holding
Company, executive director, Deputy Party Secretary and General Manager of the
Company. Mr. Ma joined the civil aviation industry in 1997. He used to serve as
Deputy General Manager of China Commodities Storing and Transportation
Corporation, Deputy Director General of Financial Department of Civil Aviation
Administration of China, and Vice President of Air China International
Corporation Limited. 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 and Deputy Party Secretary of Air China International
Corporation Limited (stock code: 753). From December 2004 to December 2008,
he was a Party member of China National Aviation Holdings Company. From January
2007 to December 2008, he was Deputy General Manager of China National Aviation
Holding Company. Since December 2008, he has served as Deputy Party
Secretary of China Eastern Air Holding Company, Deputy Party Secretary and
General Manager of the Company. Mr. Ma graduates from Shanxi University of
Finance and Economics and Huazhong University of Science and Technology. Mr. Ma
has a master degree and is a qualified accountant.
Save as
disclosed in the above, Mr. Ma has not held any directorship in the last 3 years
in public companies the securities of which are listed on any securities market
in Hong Kong or overseas or other major appointments and professional
qualifications preceding the date of this announcement, nor has he any
relationship with any directors, senior management or substantial or controlling
shareholders of the Company. As at the date of this announcement, Mr. Ma does
not have, and is not deemed to have, any interests in any shares or underlying
shares of the Company within the meaning of Part XV of the Securities and
Futures Ordinance.
As at the
date of this announcement, there is no service contract between the Company and
Mr. Ma in respect of the aforesaid appointment and Mr. Ma is not entitled to any
remuneration of the Company. Pursuant to the Articles of Association, Mr. Ma
will hold office until the next annual general meeting of the Company and will
be eligible for re-election at the meeting.
Save as
disclosed in this announcement, the Board is not aware of any matters in
relation to the appointment of Mr. Ma which are required to be disclosed
pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules and any other matter
that need to be brought to the attention of the shareholders of the
Company.
The Board
also wishes to announce that Mr. Li has resigned as the Chairman and
non-executive director of the Company due to reallocation of appointment with
effect from 3 February 2009 upon conclusion of the EGM. Mr. Li 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. In addition, Mr. Cao will no longer serve as a
director nor as the President of the Company due to reallocation of appointment.
Mr. Cao 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.
|
By
order of the Board
|
|
|
CHINA
EASTERN AIRLINES CORPORATION LIMITED
|
|
|
Luo
Zhuping
|
|
|
Director
and Company Secretary
|
The
directors of the Company as at the date of this announcement are:
|
Liu
Shao Yong
|
(Chairman)
|
|
Li
Jun
|
(Vice
Chairman)
|
|
Ma
Xulun
|
(President,
Director)
|
|
Luo
Chaogeng
|
(Director)
|
|
Luo
Zhuping
|
(Director,
Company Secretary)
|
|
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 People’s Republic of China
3
February 2009