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 November 2007.
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: November 9, 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 9 NOVEMBER 2007
This
announcement is made pursuant to Rules 13.09(2) and 13.51(1) of the Rules
Governing the Listing of Securities on The Stock Exchange of Hong Kong
Limited.
The
Company hereby announces that certain resolutions were passed by the board
of
directors of the Company on 9 November 2007.
This
announcement is made by China Eastern Airlines Corporation Limited (the
“Company”)
in
compliance with Rules 13.09(2) and 13.51(1) of the Rules Governing the
Listing
of Securities on The Stock Exchange of Hong Kong Limited (the “Listing
Rules”).
Rule
13.09(2) of the Listing Rules requires any issuer listed on The Stock Exchange
of Hong Kong Limited (the “Stock
Exchange”)
whose
securities are also listed on other stock exchange(s) to simultaneously
inform
the Stock Exchange 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 of Directors (董事會議事規則和議事程序)
of the
Company and as convened by Mr. Li Fenghua, chairman of the board of directors
of
the Company (“Board”),
the
sixth general meeting of the fifth session of the Board (the “Meeting”)
was
held on 9 November 2007 at the Meeting Room, 7/F, China Eastern Air Holding
Company Building, Shanghai.
Mr.
Li
Fenghua, the Chairman of the Company, Mr. Li Jun, the Vice-chairman, Mr.
Luo
Chaogeng, Mr. Luo Zhuping, as directors, Mr. Wu Baiwang and Mr. Xie Rong,
as
independent directors, attended the Meeting. Mr. Cao Jianxiong, as director,
authorized the chairman of the Board, Mr. Li Fenghua to vote on his behalf.
Mr.
Peter Lok and Mr. Zhou Ruijin, as independent directors, authorized Mr.
Wu
Baiwang, an independent director, to vote for them. Mr. Hu Honggao, as
independent director, authorized Mr. Xie Rong, an independent director,
to vote
on his behalf.
The
directors present at the Meeting confirmed they had received the notice
of the
Meeting. Some of the supervisors of the Company, Mr. Luo Weide, chief financial
officer, and officers taking charge 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.
The
Meeting was chaired by the chairman of the Board, Mr. Li Fenghua. The following
resolutions were considered and unanimously passed by the directors present
at
the Meeting:
| 1. |
THAT
the Company, at the price of HK$3.80 per share, issues 1,235,005,263
and
649,426,737 new H shares (with a par value of RMB1.00 each) to
Singapore
Airlines Limited (“SIA”)
and Lentor Investments Pte. Ltd. (“Temasek”),
an indirect, wholly owned subsidiary of Temasek Holdings (Private)
Limited, respectively, on the basis of the closing price of the H shares
of the Company on the trading day before the signing of the heads
of
agreement (that is, the closing price of HK$3.73 per share in
respect of
the H shares of the Company on 21 May 2007); and the Company
enters into a
relevant subscription agreement with SIA and Temasek, pursuant
to which
the shares they subscribe for shall not be transferred for a
period of
three years commencing from the date of completion of the share
issue
(provided that any transfer by Temasek to its wholly-owned subsidiary
or
SIA will not be subject to this restriction, and that if the
Company or
China Eastern Air Holding Company (“CEA
Holding”)
is in material breach of any major obligations under the subscription
agreement and the shareholders agreement, the three-year transfer
restrictions will cease to apply to SIA and Temasek as well as
CEA
Holding,) and THAT this resolution be submitted and put to vote
by the
shareholders at the general meeting of the Company, and THAT
this
resolution, once passed, will be effective for twelve months
commencing
from the date on which it is approved by the general meeting
of the
Company.
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| 2. |
THAT
the Company, at the price of HK$3.80 per share, issues 1,100,418,000
new H
shares (with a par value of RMB1.00 each) to CEA Holding on the
basis of
the closing price of the H shares of the Company on the trading
day before
the signing of the heads of agreement (that is the closing price
of
HK$3.73 per share in respect of the H shares of the Company on
21 May
2007); and the Company enters into a relevant subscription agreement
with
CEA Holding and THAT this resolution be submitted and put to
vote by the
shareholders at the general meeting of the Company, and THAT
this
resolution, once passed, will be effective for twelve months
commencing
from the date on which it is approved by the general meeting
of the
Company.
|
The
transaction contemplated in this resolution involves a connected transaction
of
the Company. The directors present at the Meeting considered the opinions
of the
independent directors. The directors in attendance who were not independent
of
the transaction including Mr. Li Fenghua, president of CEA Holding, Mr.
Li Jun,
secretary of the Party’s Commission of CEA Holding, and Mr. Luo Chaogeng,
vice-president of CEA Holding, have abstained from voting. The directors
voting
at the Meeting unanimously considered the transaction to be conducted on
normal
commercial terms and in the interests of the Company and the shareholders
as a
whole, and it is beneficial to the long-term development of the
Company.
| 3. |
THAT
the Company enters into a strategic cooperation agreement and
secondment
agreement with SIA and to authorize the president of the Company
to sign
the said agreements for and on behalf of the
Company.
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| 4. |
THAT
owing to circumstances arising from the issue of new H shares
under the
relevant subscription agreements, amendment to certain provisions
of the
Company’s articles of association is approved and proposed to the general
meeting of the Company for consideration (proposed amendments
to the
articles of association of the Company are set out in Appendix
1).
|
The
above
amendments to the Company’s articles of association once being approved by the
shareholders at the general meeting of the Company, will take effect upon
the
approval by the shareholders’ in a general meeting and class meetings of the
Company for the issue of H shares by the Company to SIA, Temasek and CEA
Holding, the approval by the China Securities Regulatory Commission
(“CSRC”),
and
completion pursuant to the relevant subscription agreements.
| 5. |
THAT
a request be put to the general meeting of the Company for granting
an
authorization to the Board for matters relating to the issue
of new H
shares with full power, and such authorization thereof be effective
for a
period of twelve months commencing from the date on which a resolution
is
passed at a general meeting and class meeting on the issue of
new H
shares; and THAT once the relevant authorization is granted,
the Board
authorizes the senior management of the Company to decide on
all matters
relating to such issue, including but not limited to signing
any relevant
agreements and documents, making adjustments to the plan on issue
of new H
shares in the event of any change in the policies of the regulatory
authorities towards the issue, or any change of market conditions,
deciding on the use of the funds raised, and going through procedures
for
submitting reports to and seeking approval from the government,
publishing
announcements, and handling business
registration.
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The
above
resolution on issue of new H shares by the Company is subject to approval
at the
general meeting and class meetings of the Company and approval from CSRC
having
been obtained.
| 6. |
THAT
Mr. Stephen Lee Ching Yen (李慶言)
and Mr. Chew Choon Seng (周俊成),
whom are recommended by SIA, and a person recommended by Temasek,
be
nominated as candidates for directorship of the fifth session
of the Board
and for election at the general meeting of the Company (biographical
details of some of the directors who stand for new appointments
are set
out in Appendix 2). Detailed disclosure in compliance with
Rule 13.51(2)
of the Listing Rules in respect of all proposed directors will
in due
course be provided in the notice of extraordinary general meeting
and the
announcement thereof.
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The
directorship of the above 3 candidates will not take effect until the passing
of
resolutions at the general meeting and class meetings of the Company on
the
issue of H shares by the Company to SIA, Temasek and CEA Holding, the approval
by CSRC, and completion pursuant to the relevant subscription
agreements.
| 7. |
THAT
an extraordinary general meeting and class meetings of the Company
to be
convened, and to authorize the secretary of the Board to determine
a
specific date for the meetings and to publish relevant
announcements.
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By
order
of the Board of
CHINA
EASTERN AIRLINES CORPORATION LIMITED
Luo
Zhuping
Director
and Company Secretary
The
directors of the Company 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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Luo
Chaogeng
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(Non-executive
Director)
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Cao
Jianxiong
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(President,
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
|
(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
|
(Independent
Non-executive Director)
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Shanghai,
the People’s Republic of China
9
November 2007
Appendix
1
Proposed
Amendments to the Articles of Association of
China
Eastern Airlines Corporation Limited
The
Board
of Directors of China Eastern Airlines Corporation Limited (the “Company”) has
approved the amendments to the Company’s articles of association (the “AOA”).
The amendments relate to the total number of shares of the Company, registered
capital of the Company, minimum of shareholding being able to propose motions,
composition of the Board of Directors and use of the Company’s common reserve
fund. The detailed amendments are set out as follows:
1. Article
6
of the AOA shall be amended as:
“Article
6 These
articles of association of the Company are formulated in accordance with
the
Company Law, the Special Regulations, the Mandatory Provisions for the
Articles
of Association of Companies to be Listed Outside China (the “Mandatory
Provisions”) and other relevant laws and administrative regulations of the
PRC.”
2. The
2nd
paragraph of Article 10 of the AOA shall be deleted.
3. Article
20 and Article 21 of the AOA shall be amended as:
“Article
20
As
approved by the securities regulatory authority of the State Council, the
total
number of shares of the Company is 7,851,800,000.
Article
21 The
Company has issued a total of 7,851,800,000 ordinary shares, comprising
a total
of 3,300,000,000 A shares, representing 42.03% of the total share capital
of the
Company, a total of 4,551,800,000 H shares, representing 57.97% of the
total
share capital of the Company (in which 1,100,418,000 H shares subscribed
for by
China Eastern Air Holding Company, representing 14.015% of the total share
capital of the Company).”
4. Article
24 of the AOA shall be amended as:
“Article
24 The
registered capital of the Company is RMB7,851,800,000.”
5. Item
(13)
of the 1st paragraph of Article 56 of the AOA shall be amended as:
“(13)
to
consider motions raised by shareholder(s) who hold 3 per cent or more of
the
voting shares of the Company;”
6. The
1st
paragraph of Article 60 of the AOA shall be amended as:
“Article
60 When
the
Company convenes a shareholders’ meeting, shareholder(s) holding 3 per cent or
more of the total voting shares of the Company shall have the right to
propose
new motions in writing, and the Company shall place those matters in the
proposed motions which fall within the scope of functions and powers of
the
shareholders’ general meeting on the meeting agenda.”
7. The
2nd
paragraph of Article 71 of the AOA shall be amended as:
“To
adopt
an ordinary resolution, votes representing more than one half of the voting
rights represented by the shareholders (including proxies) present at the
meeting must be exercised in favor of the resolution in order for it to
be
passed.”
8. Clause
A
and Clause B of Article 78 of the AOA shall be deleted.
9. Article
94 of the Company’s Articles of Association is amended as:
“Article
94 The
Company shall have a board of directors. The board of directors shall consist
of
fourteen (14) directors. The board of directors shall have one Chairman
and one
Vice-chairman.”
10. The
2nd
paragraph of Article 96 of the AOA shall be amended as:
“Except
the board of directors’ resolutions in respect of the matters specified in
sub-paragraphs (6), (7) and (11) of this Article which shall be passed
by
two-thirds or more of all directors, the board of directors’ resolutions in
respect of all other matters may be passed by more than one half of all
directors.”
11. The
1st
paragraph of Article 106(A) of the AOA shall be amended as:
“Article
106(A) The
board
of directors shall consist of at least one third (1/3) independent directors,
including at least one accounting expert. Each independent director shall
duly
perform his or her obligations and protect the Company’s interests with special
concern to protect public shareholders’ legal interests from any
infringement.”
12. Article
151 of the AOA shall be amended as:
“Article
151
The
Company’s after-tax profit shall be allocated in accordance with the following
order:
(1) making
up
losses;
(2) allocation
to the statutory common reserve fund;
(3) allocation
to the discretionary common reserve fund upon approval by resolution of
the
shareholders’ general meeting; and
(4) payment
of dividends in respect of ordinary shares.
The
board
of directors shall, in accordance with the laws and administrative regulations
of the PRC (if any) and the Company’s operation and development requirements,
determine the detailed proportions of profit distributions in items (2)
to (4)
above and submit the same to the shareholders’ general meeting for
approval.”
13. Article
153, Article 154 and Article 155 of the AOA shall be amended as:
“Article
153 The
common reserve fund of the Company shall be used for the following
purposes:
(1) making
up
losses, but the capital reserves shall not be used to make up
losses;
(2) expansion
of the production and operation of the Company; and
(3) converting
into increased share capital.
Article
154
When
the
Company converts its common reserve fund into its capital upon a resolution
adopted in shareholders’ general meeting, the Company shall either distribute
new shares in proportion to the shareholders’ existing shareholding, or increase
the par value of each share, provided, however, that when the statutory
common
reserve fund is converted to capital, the balance of the statutory common
reserve fund shall not fall below 25 per cent of the registered
capital.
Article
155 The
Company shall not declare any dividend before making up its losses and
allocating funds to the statutory common reserve fund.”
These
amendments to the AOA are subject to approval by the shareholders in a
general
meeting of the Company, and if so approved, the amendments shall not come
into
effect until the closing of the private placement of 2,335,423,263 H shares
by
the Company to China Eastern Air Holding Company, Singapore Airlines Limited
and
Lentor Investments Pte. Ltd., a wholly owned subsidiary of Temasek, pursuant
to
the relevant subscription agreements.
Appendix
2
Biographical
details of the directors who stand for new appointments
Biographical
details of Stephen Lee Ching Yen
Mr.
Stephen Lee Ching Yen has been a Director of Singapore Airlines since 26
April
2004 and became its Chairman on 1 January 2006. He is also Managing Director
of
both Shanghai Commercial and Savings Bank Ltd. (Taiwan) and Great Malaysia
Textile Investments Private Limited, and a Director of Baosteel Group
Corporation (Shanghai). Mr. Lee serves as President of Singapore National
Employers Federation and Chairman of Singapore Business Federation.
Mr.
Lee’s
current key directorships include: Chairman of SIA Engineering Limited
since
2006, Advisor of Temasek Holdings Limited and Director of Baosteel Group
Corporation, Shanghai since 2005, Director of Shanghai Commercial & Savings
Bank Ltd, Hong Kong since 2004, Director of Fraser & Neave Limited since
1997, Managing Director of Great Malaysia Textile Investments Private Limited
since 1994, Director of G2000 (Apparel) Limited since 1991, and Managing
Director of Shanghai Commercial & Savings Bank Ltd, Taiwan since
1979.
Mr.
Lee’s
current public service include: Chairman of Singapore Business Federation
since
2002, Director of Kidney Dialysis Foundation, Singapore since 1996, President
of
Singapore National Employers Federation and Member of National Wages Council,
Singapore since 1988, and Director of Singapore Labour Foundation since
1978.
Mr.
Lee’s
previous directorships includes: Chairman of PSA International Pte Ltd
from 2002
to November 2005, Chairman of Vertex Venture Holdings Ltd from 2001 to
2003,
Chairman of Vickers Ballas Holdings Ltd from 2001 to 2002, Director of
Neptune
Orient Lines Ltd from 2000 to 2002, Chairman of International Enterprise
Singapore from 1995 to 2002, and Nominated Member of Parliament from 1994
to
1997.
Mr.
Lee
was awarded People’s Republic of China “Friendship Award” in 2007, Singapore
National Day - The Distinguished Service Order Award in 2006, and Singapore
National Day - The Public Service Star Award in 1998.
Mr.
Lee,
age 60, graduated with a Master of Business Administration degree from
Northwestern University, Illinois, the United States of America in
1973.
Biographical
details of Chew Choon Seng
Mr.
Chew
Choon Seng was appointed Director of Singapore Airlines Limited on 5 March
2003
and became the Chief Executive Officer on 9 June 2003. He joined Singapore
Airlines Limited in 1972 and has held senior assignments in Tokyo, Rome,
Sydney,
Los Angeles and London, and has headed the Planning, Marketing, and Finance
divisions at corporate headquarters. Before becoming CEO, he was Senior
Executive Vice-President for Administration, covering finance, treasury,
corporate planning, human resources, legal and corporate affairs.
Mr.
Chew
is currently the Deputy Chairman of SIA Engineering Limited, Deputy Chairman
of
Singapore Airport Terminal Services Limited, Director of Government of
Singapore
Investment Corporation Pte Ltd, and Director of Singapore Exchange
Ltd.
Mr.
Chew
was also Chairman of the Board of Governors of the International Air Transport
Association from June 2006 to June 2007 and was also Chairman of Singapore
Aircraft Leasing Enterprise Pte Ltd, Member of the Board of Governors of
Singapore International Foundation, Director of Virgin Atlantic Limited,
Director of Virgin Atlantic Airways Limited, and Director of Virgin Travel
Group
Limited.
Mr.
Chew,
age 61, graduated with a Master of Science degree in Operations Research
and
Management Studies from Imperial College of Science and Technology, University
of London, United Kingdom and a Bachelor of Engineering degree (1st Class
Honour) from the University of Singapore, Singapore.
“Please
also refer to the published version of this announcement in China
Daily”