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 January 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)
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|||
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Date January 8, 2009
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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)
PROPOSED
AMENDMENTS OF ARTICLES OF ASSOCIATION
OF
THE COMPANY IN RELATION TO THE MEANS OF RECEIPT
OF
CORPORATE COMMUNICATION
Reference
is made to the announcement of China Eastern Airlines Corporation Limited (the
“Company”) published on
10 December 2008 (the “Announcement”) in connection
with the resolutions of the board of directors of the Company (the “Board”) regarding, inter alia,
the resolutions to be proposed at the shareholders’ meeting of the Company
relating to the means of receipt of corporate communication. Details of such
resolutions are more particularly set out in the Announcement.
In
connection to such resolutions regarding the means of receipt of corporate
communication, certain amendments to the articles of association of the Company
(the “Articles of
Association”) are proposed to be made and they are as
follows:
1. The
original Article 63 of the Articles of Association is:
|
“Article
63.
|
Notice
of Shareholders’ general meeting shall be served on the shareholders
(whether or not entitled to vote at the meeting), by delivery or prepaid
airmail to their addresses as shown in the register of shareholders. For
the holders of Domestic-Invested Shares, notice of the meetings may be
issued by way of public notice.
|
The
public notice referred to in the preceding paragraph shall be published in one
or more newspapers designated by the securities governing authority of the State
Council within the interval between forty-five (45) days and fifty (50) days
before the date of the meeting; after the publication of notice, the holders of
Domestic-Invested Shares shall be deemed to have received the notice of the
relevant Shareholders’ general meeting.”
The 1st
paragraph of Article 63 shall be amended as:
|
“Article
63
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Notice
of shareholders’ general meeting shall be served on the shareholders
(whether or not entitled to vote at the meeting), by delivery or prepaid
airmail to their addresses as shown in the register of shareholders. For
the holders of Foreign-Invested Shares, such notice of meeting may be
issued by way of publishing such notice on the Company’s website. For the
holders of Domestic-Invested Shares, such notice of meeting may be issued
by way of public notice.”
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2. The
original Article 145 of the Articles of Association is:
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“Article
145.
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The
Company’s financial reports shall be made available for shareholders’
inspection at the Company twenty (20) days before the date of every
shareholders’ annual general meeting. Each shareholder shall be entitled
to obtain a copy of the financial reports referred to in this
Chapter.
|
The
Company shall deliver or send to each shareholder of Overseas-Listed
Foreign-Invested Shares by prepaid mail at the address registered in the
register of shareholders the said reports not later than twenty-one (21) days
before the date of every annual general meeting of shareholders.”
The 2nd
paragraph of Article 145 shall be amended as:
|
“Article
145
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The
Company shall deliver or send the said reports to each shareholder of
Overseas-Listed Foreign-Invested Shares by prepaid mail at the address
registered in the register of shareholders, or publish the said reports on
the website of the Company for the shareholders of Overseas-Listed
Foreign-Invested Shares to review not later than twenty-one (21) days
before the date of every annual general meeting of
shareholders.”
|
It has
been proposed by the Board that the above amendments of the Articles of
Association will be considered and approved by the shareholders of the Company
at the extraordinary general meeting of the Company and class meeting for
holders of H shares of the Company to be convened on 26 February 2009. For
further details of the above amendments and the said meetings, please refer to
the circular of the Company dated 8 January 2009.
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:
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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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Luo
Chaogeng
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(Non-executive
Director)
|
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Cao
Jianxiong
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(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
8 January
2009