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 July 2007.
Commission
File Number: 001-14550
China
Eastern Airlines Corporation Limited
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(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 July 3, 2007 | By | /s/ Li Fenghua |
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Name: Li Fenghua |
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| Title: Chairman of the Board of Directors | ||
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)
Overseas
Regulatory Announcement
Resolutions
passed by the board of directors of the Company on 29th June,
2007
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The
Company hereby announces certain resolutions passed by the board
of
directors of the Company on 29th June, 2007.
As
announced by the Company on the clarification announcement dated
30th May,
2007, there is a material event, that is, the introduction of strategic
investors by the Company, which is pending disclosure, and the
Company is
in preparation of such information for disclosure, and trading
in the H
shares of the Company has been suspended since 22nd May, 2007.
Trading in
the H shares will remain suspended until the publication of a further
announcement which is price-sensitive in
nature.
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This
announcement is made by China Eastern Airlines Corporation Limited (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
(“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 董事會議事規則和議事程序 (Rules of Procedures for the Board of Directors) of the
Company and as convened by Mr. Li Fenghua, director of the Company (the
“Director”), the first meeting of the fifth session of the
board of Directors (the “Board Meeting”) was held 29th June,
2007 at the Banquet Room, 1/F, Hongqiao International Airport Hotel,
Shanghai.
Mr.
Li
Fenghua, Mr. Li Jun, and Mr. Luo Zhuping, as Directors, and Mr. Hu Honggao,
Mr.
Wu Baiwang, Mr. Zhou Ruijin and Mr. Xie Rong, as independent non-executive
Directors, attended the meeting. Mr. Luo Chaogeng and Mr. Cao Jianxiong,
as
Directors of the Company, did not attend the meeting for some reasons. Mr.
Peter
Lok, being independent non-executive Director, had authorized Mr. Zhou Ruijin,
independent non-executive director, to vote on his behalf.
The
Directors presence at the meeting confirmed they had received the notice
of this
Board Meeting. All supervisors of the supervisory committee of the Company,
Mr.
Li Yangmin and Mr. Fan Ru, the Vice Presidents of the Company, and officers
taking charge of the relevant departments of the Company also attended the
meeting. The quorum presence 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, and the
meeting was legally and validly held.
The
meeting was chaired by Mr. Li Fenghua, Director. The following resolutions
were
considered and unanimously passed by the Directors presence at the meeting
and
resolved that:
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1.
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election
of Mr. Li Fenghua as the Chairman of the fifth session of the board
of
Directors, and Mr. Li Jun as the Vice Chairman of the fifth session
of the
board of Directors.
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2.
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appointment
of Mr. Xie Rong, Mr. Hu Honggao and Mr. Zhou Ruijin as the members
of the
audit committee of the Company (the “Audit
Committee”)
of the fifth session of the board of Directors, and Mr. Xie Rong
as the
Chairman of the Audit Committee. The board of Directors considered
that
Mr. Xie Rong complied with the qualification requirements of “Financial
Expert of the Audit Committee” under the relevant rules of listing place
of the Company.
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3.
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appointment
of Mr. Wu Baiwang, Mr. Luo Chaogeng and Mr. Luo Zhuping as the
members of
the planning and development committee of the Company (the
“Planning and Development Committee”) of the fifth
session of the board of Directors, and Mr. Wu Baiwang as the Chairman
of
the Planning and Development
Committee.
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4.
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appointment
of Mr. Zhou Ruijin, Mr. Luo Chaogeng and Mr. Wu Baiwang as the
remuneration and assessment committee of the Company (the
“Remuneration and Assessment Committee”) of the fifth
session of the Board, and Mr. Zhou Ruijin as the Chairman of the
Remuneration and Assessment
Committee.
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5.
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engagement
of Mr. Cao Jianxiong as the President of the Company based on the
nomination by Mr. Li Fenghua, the Chairman of the
Company.
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6.
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engagement
of Mr. Zhang Jianzhong, Mr. Li Yangmin and Mr. Fan Ru as Vice Presidents
of the Company, and Mr. Luo Weide as the Chief Financial Officer
of the
Company, based on the nomination by Mr. Cao Jianxiong, the President
of
the Company.
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7.
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engagement
of Mr. Luo Zhuping as the secretary of the board of Directors based
on the
nomination by Mr. Li Fenghua, the Chairman of the
Company.
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8.
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considered
and approved 公司治理自查報告和改計劃 (the Corporate Governance Self-assessment
and Rectification Plan), and agree to submit Corporate Governance
Self-assessment and Rectification Plan and its annex, “加強上市公司治理專項活動”自查問答
(Questions and Answers for the Self-assessment of the “Special Activities
of Strengthening the Governance of Listed Companies”), to Shanghai
Securities Supervision Bureau and Shanghai Stock Exchange, and
announced
at the websites of the Shanghai Stock Exchange (www.sse.com.cn)
and the
Company (www.ce-air.com).
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By
order
of the board of the directors of
CHINA
EASTERN AIRLINES CORPORATION LIMITED
Luo
Zhuping
Director
and Company Secretary
Please
refer to the announcement of the Company published on 21st May, 2007 for
the
biographical details of the relevant persons mentioned above.
As
announced by the Company on the clarification announcement dated 30th May,
2007,
there is a material event, that is, the introduction of strategic investors
by
the Company, which is pending disclosure, and the Company is in preparation
of
such information for disclosure, and trading in the H shares of the Company
has
been suspended since 22nd May, 2007. Trading in the H shares will remain
suspended until the publication of a further announcement which is
price-sensitive in nature.
The
Company’s directors as at the date of this announcement are:
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Li
Fenghua
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(Chairman,
Non-executive Director)
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Li
Jun
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(Vice
Chairman, Non-executive Director)
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Cao
Jianxiong
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(President,
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
29th
June,
2007