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 December 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 ¨ 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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December 24,
2009
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By
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/s/ Luo
Zhuping
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Name:
Luo Zhuping
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Title:
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)
PROPOSED
RESIGNATION OF DIRECTORS
AND
PROPOSED
APPOINTMENT OF DIRECTORS
AND
APPOINTMENT
OF VICE PRESIDENT
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The
Board announces the following changes will take effect from the day when
the new independent non-executive directors of the Company have been
appointed:
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(1)
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Mr.
Hu Honggao (胡鴻高) will
resign as an independent non-executive director of the Company;
and
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(2)
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Mr.
Zhou Ruijin (周瑞金) will
resign as an independent non-executive director of the
Company.
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The
Board further announces the following changes, subject to the approval of
the respective resolution at the next general meeting of the
Company:
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(1)
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Mr.
Wu Xiaogen (吳曉根) will be
appointed as an independent non-executive director of the Company;
and
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(2)
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Mr.
Ji Weidong (季衛東) will be
appointed as an independent non-executive director of the
Company.
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PROPOSED
RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTORS
The board
of directors (the ‘‘Board’’) of China
Eastern Airlines Corporation Limited (the ‘‘Company’’) hereby announces that, Mr. Hu
Honggao (胡鴻高) (‘‘Mr. Hu’’) will resign as an independent non-
executive director of the Company due to other business engagements which
require more of his dedication and Mr. Zhou Ruijin (周瑞金) (‘‘Mr. Zhou’’) will resign as an independent
non-executive director of the Company due to old age. Their resignation will
take effect from the day when the new independent non-executive directors of the
Company have been appointed.
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Mr. Hu
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.
Mr. Zhou
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.
The Board
would like to express its sincere gratitude to Mr. Hu and Mr. Zhou for their
loyalty and diligence during their tenure of offices.
PROPOSED
APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS
The Board
further announces that, Mr. Wu Xiaogen (吳曉根) (‘‘Mr. Wu’’) and Mr. Ji Weidong (季衛 東) (‘‘Mr. Ji’’) will be appointed as independent
non-executive directors of the Company, subject to the approval of the
respective resolution at the next general meeting of the Company.
The
biographical details of Mr. Wu and Mr. Ji are as follows:
Mr. Wu,
aged 43, is the chief accountant of China First Heavy Industries (中國第一重型機械集團公司) and holds the
title of researcher. Mr. Wu was the assistant to general manager and the deputy
general manager of the securities business department of China Jingu
International Trust Investment Company Limited (中國金穀國際信託投資有限責任公司) from April 1998
to March 1999, the deputy general manager of the securities management
department and the general manager of the institutional management
department of China Technology International Trust Investment Company (中國科技國際 信託投資公司) from March 1999
to July 2000, the head of the audit teaching and research unit and the vice
president of the School of Accountancy of Central University of Finance and
Economics (中央財 經大學) from July 2000
to November 2004. He has been the chief accountant of China First Heavy
Industries (中國第一重型機械集團公司) since November
2004. Mr. Wu served as an independent director of Beijing AriTime Intelligent
Control Co., Ltd. (北京金自天正智能控制股份有限公司) from
28
January 2003 to 28 January 2009, which is also a company listed on the Shanghai
Stock Exchange. Mr. Wu graduated from the Department of Economics and Management
of Central University of Finance and Economics (中央財經大學) in 1997 and
obtained a doctoral degree in Economics.
Mr. Ji,
aged 52, is currently the dean and the professor of Koguan Law School of
Shanghai Jiaotong University (上海交通大學), and an honorary
professor of Kobe University, Japan. Mr. Ji graduated from the Department of Law
of Peking University (北京大學) in 1983 and
obtained a bachelor’s degree in law. Mr. Ji completed his master’s and doctoral
degree courses at the graduate school of Kyoto University,
Japan from April 1985 to March 1990. From September 1991 to July 1992, he was a
visiting scholar at Stanford Law School, the USA. He obtained his doctoral
degree in law from Kyoto University, Japan in January 1993. From April 1990 to
September 1996, Mr. Ji was an associate professor at the School of Law of Kobe
University, Japan. From October 1996 to March 2009, he was a professor at the
School of Law of Kobe University, Japan. Since 2008, he has been the dean and
professor of Koguan Law School of Shanghai Jiaotong University.
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As far as
the Board is aware and save as disclosed in the above, none of Mr. Wu or Mr. Ji
has 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 does any of them have any relationship with any directors,
senior management or substantial or controlling shareholders of the Company. As
at the date of this announcement, none of Mr. Wu or Mr. Ji has, or deemed to
has, 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
each of Mr. Wu and Mr. Ji in respect of the aforesaid appointment. The
remuneration of Mr. Wu and Mr. Ji is determined at the general meeting of the
Company according to their responsibilities with the Company and prevailing
market conditions.
The terms
of services of Mr. Wu and Mr. Ji will be the same as the current session of the
Board.
Save as
disclosed in this announcement, the Board is not aware of any matters in
relation to the appointment of Mr. Wu and Mr. Ji which are required to be
disclosed pursuant to Rules 13.51(2) of the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited and any other matter that
need to be brought to the attention of the shareholders of the
Company.
APPOINTMENT
OF VICE-PRESIDENT OF THE COMPANY
The Board
is pleased to announce that Mr. Zhao Jinyu (趙晉豫) (‘‘Mr. Zhao’’) has been appointed as the vice
president of the Company with immediate effect. He will serve for a term which
would be the same as the current session of the Board.
The
biographical details of Mr. Zhao are as follows:
Mr. Zhao
is currently the General Manager and Deputy Party Secretary of the Yunnan Branch
of the Company. He joined the civil aviation industry in 1978. From November
1995 to March 1998, he was a deputy director and director of the Flying Safety
and Technology Department of China General Aviation Corporation. From March 1998
to May 1999, he was the General Manager of the Flying Aviation Department of the
Shanxi Branch of the Company. From May 1999 to January 2000, he was the Vice
President of the Shanxi Branch of the Company. From January 2000 to January
2004, he was the General Manager of the Hebei Branch of the Company. From
January 2004 to May 2008, he was the General Manager and Deputy Party Secretary
of the Anhui Branch of the Company. From May 2008 to
July 2008, he was the Managing Vice President and Deputy Party Secretary of the
Yunnan Branch of the Company. Since July 2008, he has been the General Manager
and Deputy Party Secretary of the Yunnan Branch of the Company. Mr. Zhao
graduated from the Civil Aviation Flight University of China
for professional flying and holds the title of Second Class Pilot (二級飛行員職稱).
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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 of the Company 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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Hu
Honggao
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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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Liu
Sandy Ke-Yaw
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(Independent
non-executive Director)
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Shanghai,
the People’s Republic of China
23
December 2009
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