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 August 2010
Commission
File Number: 001-14550
China Eastern Airlines Corporation Limited
(Translation
of Registrant’s name into English)
Board
Secretariat’s Office
Kong Gang
San Lu, Number 88
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 ¨ 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): ¨
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): ¨
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: ¨ 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
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(Registrant)
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Date
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August 30, 2010
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By
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/s/ Luo Zhuping
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Name:
Luo Zhuping
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Title:
Director and 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.
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)
ANNOUNCEMENT
RESOLUTIONS PASSED BY THE BOARD OF
DIRECTORS OF THE COMPANY ON 27 AUGUST 2010
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The
Company hereby announces that certain resolutions were passed by the board
of directors of the Company on 27 August
2010.
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Pursuant
to the requirements of the Articles of Association of China Eastern Airlines
Corporation Limited (the “Company”) and the rules of
meeting of the Board (董事會議事規則) of the Company
and as convened by Liu Shaoyong, the chairman of the Board, the third meeting in
2010 (the “Meeting”) of
the sixth session of the Board of the Company (the “Board” or “Directors”) was held at
Shanghai International Airport Hotel on 27 August 2010.
Liu
Shaoyong, as the chairman of the Board; Ma Xulun, Luo Chaogeng, Luo Zhuping as
Directors, and Sandy Ke-Yaw Liu, Wu Xiaogen, Shao Ruiqing as independent
non-executive Directors, attended the Meeting. Li Jun as the vice chairman of
the Board authorized Luo Zhuping, a Director, to vote for him in favour of the
resolutions. Ji Weidong, as independent non-executive Director, authorized Sandy
Ke-Yaw Liu, an independent non-executive Director, to vote for him in favour of
the resolutions.
The
Directors who attended the Meeting confirmed they had received the notice of the
Meeting and relevant information before the Meeting. Xu Zhao, Yan Taisheng, Feng
Jinxiong and Liu Jiashun, as supervisors of the Company, and Zhang Jianzhong, Li
Yangmin, Zhao Jinyu, Tang Bing as vice presidents, and Wu Yongliang as the chief
financial officer, and other senior management and heads of the relevant
departments of the Company also attended the Meeting.
The
quorum present at the Meeting 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.
– 1
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The
Meeting was chaired by Liu Shaoyong, the chairman of the Board. After adequate
discussion, the Directors present at the Meeting considered and unanimously
approved certain resolutions (including the following resolutions):
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1.
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Considered
and approved the 2010 Interim Financial Report of the
Company.
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2.
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Considered
and approved the 2010 Interim Report (A share) and 2010 Interim Results
Announcement (H share) of the Company, and decided to announce the same
together with the 2010 Interim Financial Report as considered and approved
pursuant to resolution no. 1 above in both Hong Kong and Shanghai at the
same time.
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3.
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Considered
and approved the acquisition of the 5% equity interests in 上海東方飛行培訓有限公司 (Shanghai
Eastern Flight Training Co., Ltd.) (“Shanghai Eastern Flight”) held by 中國東方航空集團公司 (China
Eastern Air Holding Company) (“CEA Holding”).
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Agreed to
the acquisition by the Company, by way of cash, of the 5% equity interests in
Shanghai Eastern Flight held by CEA Holding. The consideration of such
acquisition, to be determined on the basis of the appraised net asset value of
Shanghai Eastern Flight as of 30 June 2010, being the record date in respect of
such appraisal, shall be approximately RMB28,269,595.88. Gain or losses to be
incurred during the period from the appraisal record date to the date of
completion of the transfer of equity interests shall be shared amongst the
original shareholders in proportion to their respective shareholdings. Upon
completion of such transfer, Shanghai Eastern Flight shall become a wholly-owned
subsidiary of the Company.
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4.
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Considered
and approved the acquisition of shareholding in 東航大酒店有限公司
(Eastern Airlines Hotel Co., Ltd.) (“Eastern Airlines Hotel”) held by CEA
Holding.
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Agreed to
the acquisition by the Company, by way of cash, of the 14.14% equity interests
in Eastern Airlines Hotel held by CEA Holding. The consideration of such
acquisition, to be determined on the basis of the appraised net asset value of
Eastern Airlines Hotel as of 30 June 2010, being the record date in respect of
such appraisal, shall be approximately RMB14.9415 million. Gain or losses to be
incurred during the period from the appraisal record date to the date of
completion of the transfer of entity interests shall be shared amongst the
original shareholders in proportion to their respective shareholdings. Upon
completion of such transfer, Eastern Airlines Hotel shall become a wholly-owned
subsidiary of the Company.
– 2
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Resolutions
3 and 4 above relate to connected transactions of the Company, as CEA Holding is
the controlling shareholder of the Company. As Liu Shaoyong, Li Jun and Luo
Chaogeng are senior management of CEA Holding, they may be regarded as having a
material interest in the said connected transactions and therefore have
abstained from voting on the said resolutions. Save as disclosed above, none of
the Directors has a material interest in the said connected transactions. The
terms of the said connected transactions have not been finalised yet. Upon such
finalisation, the Company will comply with the applicable connected transactions
regulatory requirements (if necessary) under Chapter 14A of the Rules Governing
the Listing of Securities on The Stock Exchange of Hong Kong Limited. Based on
presently available information, the Directors, including the independent
non-executive Directors, consider that the said connected transactions are on
normal commercial terms, in the interests of the Company and its shareholders as
a whole, and are fair and reasonable to the Company’s shareholders.
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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 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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Sandy
Ke-Yaw
Liu
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(Independent
non-executive Director)
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Wu
Xiaogen
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(Independent
non-executive Director)
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Ji
Weidong
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(Independent
non-executive Director)
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Shao
Ruiqing
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(Independent
non-executive Director)
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Shanghai,
the People’s Republic of China
27 August 2010
– 3
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