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
———————————————————————————————————
(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)
|
||
| |
|
|
| Date July 3, 2007 | By | /s/ Li Fenghua |
|
Name: Li Fenghua |
||
| 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)
ANNOUNCEMENT
|
The
board of directors of China Eastern Airlines Corporation Limited
announces
that the 2006 annual general meeting of the Company was held in
Shanghai,
the People’s Republic of China on Friday, 29th June, 2007, and that all
resolutions proposed were duly passed.
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.
|
Reference
is made to the Company’s notice of the AGM dated 14th May, 2007 (the
“AGM Notice”) and the Company’s announcement dated 18th May,
2007 (the “Announcement”). Terms defined in the AGM Notice and
the Announcement shall have the same meanings when used herein unless otherwise
specified.
RESOLUTIONS
PASSED AT THE AGM
The
AGM of
the Company was held at Meeting Centre, Shanghai Home Yau Hotel (上海航友賓館), 2550
Hongqiao Road, Shanghai, the PRC at 9:00 a.m. on Friday, 29th June, 2007.
Shareholders representing 4,426,665,378 shares of the Company (or 90.95%
of its
issued share capital comprising 4,866,950,000 shares) were present, in person
or
by proxy, at the AGM. The AGM was validly convened in compliance with the
relevant requirements under the Company Law of the PRC and the articles of
association of the Company. No shareholder was required to abstain from voting
in respect of, or to vote only against, any of the resolutions proposed at
the
AGM.
All
resolutions proposed for approval at the AGM were duly passed, each of which
was
taken on poll. Hong Kong Registrars Limited, the Company’s H share registrar,
was appointed as the scrutineer for the purpose of vote-taking at the AGM.
The
poll results in respect of the resolutions proposed at the AGM were set out
as
follows:
|
Total
number of votes
(Approximate
% of the total
number
of shares held by
shareholders
present, in person or
by
proxy, at the AGM and entitled
to
vote in respect of the
relevant
resolution)
|
||||
|
ORDINARY
RESOLUTIONS
|
For
|
Against
|
Abstain
|
|
|
1.
|
To
approve the report of the Board for the year 2006.
|
3,131,490,688
(99.9990%)
|
31,800
(0.0010%)
|
0
(0%)
|
|
2.
|
To
approve the report of the Supervisory Committee of the Company
for the
year 2006.
|
3,131,470,688
(99.9990%)
|
31,800
(0.0010%)
|
0
(0%)
|
|
3.
|
To
approve the audited financial statements and the auditors’ reports for the
year 2006.
|
3,131,470,688
(99,9993%)
|
22,800
(0.0007%)
|
0
(0%)
|
|
4.
|
To
approve the appointment of 普華永道中天會計師事務所有限公司 (PricewaterhouseCoopers
Zhong
Tian CPAs Limited Company) as the Company’s PRC domestic auditors for the
financial year ending 31st December, 2007 and the re-appointment
of
PricewaterhouseCoopers, Certified Public Accountants, as the
Company’s
international auditors for the financial year ending 31st December,
2007,
and to authorise the Board to determine and finalise their
remuneration.
|
3,147,139,888
(100.0000%)
|
0
(0%)
|
0
(0%)
|
|
5.
|
To
approve the allowance for each of the independent non-executive
directors
for the financial year ending 31st December 2007.
|
3,147,062,488
(99.9975%)
|
77,400
(0.0025%)
|
0
(0%)
|
|
6.
|
To
approve the termination of office as a whole for the fourth session
of the
Board upon the conclusion of the AGM; to approve the appointment
of the
following 10 directors to the fifth session of the Board of the
Company
|
|||
|
Executive
directors
|
||||
|
Cao
Jianxiong (Re-appointed)
|
3,147,123,088
(99.9997%)
|
9,300
(0.0003%)
|
0
(0%)
|
|
|
Luo
Zhuping (Re-appointed)
|
3,147,123,088
(99.9997%)
|
9,300
(0.0003%)
|
0
(0%)
|
|
|
Total
number of votes
(Approximate
% of the total
number
of shares held by
shareholders
present, in person or
by
proxy, at the AGM and entitled
to
vote in respect of the
relevant
resolution)
|
||||
|
ORDINARY
RESOLUTIONS
|
For
|
Against
|
Abstain
|
|
|
Non-executive
directors
|
||||
|
Li
Fenghua (Re-appointed)
|
3,147,123,088
(99.9997%)
|
9,300
(0.0003%)
|
0
(0%)
|
|
|
Luo
Chaogeng (Re-appointed)
|
3,147,123,088
(99.9997%)
|
9,300
(0.0003%)
|
0
(0%)
|
|
|
Li
Jun (Newly
appointed)
|
3,149,716,388
(99.9988%)
|
39,000
(0.0012%)
|
0
(0%)
|
|
|
Independent
non-executive directors
|
||||
|
Hu
Honggao (Re-appointed)
|
3,127,645,288
(99.3808%)
|
19,487,100
(0.6192%)
|
0
(0%)
|
|
|
Peter
Lok (Re-appointed)
|
3,127,637,788
(99.3806%)
|
19,494,600
(0.6194%)
|
0
(0%)
|
|
|
|
Wu
Baiwang (Re-appointed)
|
3,144,877,088
(99.9283%)
|
2,255,330
(0.0717%)
|
0
(0%)
|
|
|
Zhou
Ruijin (Re-appointed)
|
3,127,645,288
(99.3808%)
|
19,487,100
(0.6192%)
|
0
(0%)
|
|
|
Xie
Rong (Re-appointed)
|
3,144,858,088
(99.9283%)
|
2,255,300
(0.0717%)
|
0
(0%)
|
|
7.
|
To
approve the termination of the office as a whole of the fourth
session of
the Supervisory Committee upon the conclusion of the 2006 AGM;
to approve
the appointment of the following 3 supervisors nominated by shareholders
to the fifth session of the Supervisory Committee
|
|||
|
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Liu
Jiashun (Re-appointed)
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3,147,104,088
(99.9997%)
|
9,300
(0.0003%)
|
0
(0%)
|
|
|
Liu
Jiangbo (Newly
appointed)
|
3,147,123,088
(99.9997%)
|
9,300
(0.0003%)
|
0
(0%)
|
|
|
Xu
Zhao (Newly
appointed)
|
3,147,118,388
(99.9997%)
|
9,000
(0.0003%)
|
0
(0%)
|
|
|
SPECIAL
RESOLUTION
|
|||
|
1.
|
To
approve the amendment of the articles of association of the
Company.
|
3,147,122,788
(99.9997%)
|
9,000
(0.0003%)
|
0
(0%)
|
Please
refer to the notice of the AGM Notice and the Announcement for the full version
of the above resolutions.
Appointment
of Directors
The
Board
is pleased to announce that Li Fenghua, Li Jun, Cao Jianxiong, Luo Chaogeng,
Luo
Zhuping, Hu Honggao, Peter Lok, Wu Baiwang, Zhou Ruijin and Xie Rong have
been
appointed as directors of the Company with effect from 29th June, 2007 upon
conclusion of the AGM.
Please
refer to the Announcement for the biographical details of the
directors.
The
following table sets out the interests in shares of the Company held by the
directors as at the date of this announcement:
|
Name
|
Position
|
Number
of A shares
of
the Company held -
personal
interest
|
Capacity
in which the
A
shares were held
|
|||
|
Li
Fenghua
|
Non-executive
director, chairman of the Board
|
6,600
(Note
1)
|
Beneficial
owner
|
|||
|
Li
Jun
|
Non-executive
director, vice chairman of the Board
|
0
|
-
|
|||
|
Cao
Jianxiong
|
Executive
director, president
|
7,656
(Note
2)
|
Beneficial
owner
|
|||
|
Luo
Chaogeng
|
Non-executive
director
|
6,600
(Note
1)
|
Beneficial
owner
|
|||
|
Luo
Zhuping
|
Executive
director, secretary to the Board
|
11,616
(Note
3)
|
Beneficial
owner
|
|||
|
Hu
Honggao
|
Independent
non-executive director
|
0
|
-
|
|||
|
Peter
Lok
|
Independent
non-executive director
|
0
|
-
|
|||
|
Wu
Baiwang
|
Independent
non-executive director
|
0
|
-
|
|||
|
Zhou
Ruijin
|
Independent
non-executive director
|
0
|
-
|
|||
|
Xie
Rong
|
Independent
non-executive director
|
0
|
-
|
Notes:
|
1.
|
representing
approximately 0.0002% of the Company’s total issued A shares as at the
date of this announcement
|
|
2.
|
representing
approximately 0.000232% of the Company’s total issued A shares as at the
date of this announcement
|
|
3.
|
representing
approximately 0.000352% of the Company’s total issued A shares as at the
date of this announcement
|
Each
of Li
Fenghua, Li Jun, Cao Jianxiong, Luo Chaogeng, Luo Zhuping, Hu Honggao, Peter
Lok, Wu Baiwang, Zhou Ruijin and Xie Rong will enter into a service contract
with the Company for a term of 3 years. Either party to each service contract
will be entitled to terminate the service contract by giving not less than
3
months’ written notice to the other party. The remuneration of each of Li
Fenghua, Li Jun, Cao Jianxiong, Luo Chaogeng, Luo Zhuping, Hu Honggao, Peter
Lok, Wu Baiwang, Zhou Ruijin and Xie Rong for the year ending 31st December,
2007 will be determined by the remuneration committee of the Board according
to
their respective duties and responsibilities with the Company and prevailing
market conditions.
As
far as
the directors are aware and save as disclosed, each of Li Fenghua, Li Jun,
Cao
Jianxiong, Luo Chaogeng, Luo Zhuping, Hu Honggao, Peter Lok, Wu Baiwang,
Zhou
Ruijin and Xie Rong did not hold any directorships in other public listed
companies in the last 3 years. Save as disclosed, each of them does not have
any
relationship with any other directors, supervisors, senior management or
substantial or controlling shareholders of the Company, nor does each of
them
have any interests in the shares of the Company within the meaning of Part
XV of
the SFO.
The
Company has received a confirmation of independence from each of Hu Honggao,
Peter Lok, Wu Baiwang, Zhou Ruijing and Xie Rong pursuant to Rule 3.13 of
the
Listing Rules and on this basis, the Company considers them to be
independent.
In
relation to the appointments of each of Li Fenghua, Li Jun, Cao Jianxiong,
Luo
Chaogeng, Luo Zhuping, Hu Honggao, Peter Lok, Wu Baiwang, Zhou Ruijing and
Xie
Rong as director of the Company respectively, there is no other information
which is discloseable pursuant to any of the requirements set out in Rule
13.51(2) of the Listing Rules nor are there any other matters that need to
be
brought to the attention of the shareholders of the Company.
Appointment
of Supervisors
The
Board
is pleased to announce that Liu Jiangbo, Xu Zhao and Liu Jiashun have been
appointed as supervisors of the Company with effect from 29th June, 2007
upon
conclusion of the AGM.
Please
refer to the Announcement for the biographical details of Liu Jiangbo, Xu
Zhao
and Liu Jiashun.
Wang
Taoying and Yang Jie have been appointed as supervisors of the Company by
the
employees’ representative meeting of the Company with effect from 29th June,
2007.
The
biographical details of Wang Taoying and Yang Jie are set out below:
Wang
Taoying, aged 54, is currently the assistant to the Company’s president
and the general manager of auditing department. Ms. Wang joined the civil
aviation industry in 1972, was the deputy director of the supervisory and
auditing department and the deputy manager of the disciplinary committee
office
of China Eastern Airlines Company from March 1993 to August 1995. Ms. Wang
was
the head of the auditing department of China Eastern Airlines Company from
August 1995 to March 1997, the supervisor in the first session of the
supervisory committee of the Company from January 1995 to March 1998, the
cabin
service manager of the Company from March 1997 to April 1999, and the deputy
general manager of security department in Pudong, Shanghai of the Company
taking
charge of the servicing safety in the production procedure from April 1999
to
August 2000. Ms. Wang also acted as chief officer of the auditing department
of
the Company from August 2000 to August 2004. From August 2004 to August 2006,
she served as the general manager of the auditing department of the Company
and
has been the assistant to the president of the Company and the general manager
of the auditing department since August 2006. Ms. Wang graduated from the
Shanghai Second Polytechnic University, majoring in socio-politics, and holds
a
Master of Business Administration degree from the Open University of
Macau.
Yang
Jie, aged 38, is currently a supervisor of the Company. Ms. Yang joined
the civil aviation industry in 1992. From 1996 to 1998 she was the electronic
technology supervisor of the technology office, and the committee secretary,
of
the overhaul department at the aircraft maintenance base of the Company.
From
1998 to September 2000 she was the deputy committee secretary of the aircraft
maintenance base of the Company. She was the deputy committee secretary of
the
Company from September 2000 to July 2002, and the committee secretary of
the
Company from August 2002 to January 2003. Since January 2003, she has been
the
committee secretary of CEA Holding, as well as the committee secretary of
the
Company. Ms. Yang graduated with a major in aviation electronics from the
China
Civil Aviation Academy and a major in Business Administration from Sunny
Management Academy (旭日管理學院工商管理) at Donghua University and she received a master
degree in Business Administration. She is also a qualified
engineer.
The
remuneration and bonus for Ms. Yang for the year ended 31st December, 2006
were
RMB100,000.
The
following table sets out the interests in shares of the Company held by the
supervisors of the Company as at the date of this announcement:
|
Name
|
Position
|
Number
of A shares
of
the Company held -
personal
interest
|
Capacity
in which the
A
shares were held
|
|||
|
|
||||||
|
Liu
Jiangbo
|
Supervisor
|
0
|
-
|
|||
|
Xu
Zhao
|
Supervisor
|
0
|
-
|
|||
|
Wang
Taoying
|
Supervisor
|
0
|
-
|
|||
|
Yang
Jie
|
Supervisor
|
6,600
(Note
1)
|
Beneficial
owner
|
|||
|
Liu
Jiashun
|
Supervisor
|
3,960
(Note
2)
|
Beneficial
owner
|
Notes:
|
1.
|
representing
approximately 0.0002% of the Company’s total issued A shares as at the
date of this announcement
|
|
2.
|
representing
approximately 0.00012% of the Company’s total issued A shares as at the
date of this announcement
|
Each
of
Liu Jiangbo, Xu Zhao, Wang Taoying, Yang Jie and Liu Jiashun will enter into
a
service contract with the Company for a term of 3 years. Either party to
each
service contract will be entitled to terminate the service contract by giving
not less than 3 months’ written notice to the other party. The remuneration of
each of Liu Jiangbo, Xu Zhao, Wang Taoying, Yang Jie and Liu Jiashun for
the
year ending 31st December, 2007 will be determined by the remuneration committee
of the Board according to their respective duties and responsibilities with
the
Company and prevailing market conditions.
As
far as
the directors are aware and save as disclosed, each of Liu Jiangbo, Xu Zhao,
Wang Taoying, Yang Jie and Liu Jiashun did not hold any major office in other
public listed companies in the last 3 years. Save as disclosed, each of them
does not have any relationship with any other directors, supervisors or senior
management or substantial or controlling shareholders of the Company, nor
does
each of them have any interests in the shares of the Company within the meaning
of Part XV of the SFO.
In
relation to the appointment of Liu Jiangbo, Xu Zhao, Wang Taoying, Yang Jie
and
Liu Jiashun as supervisors of the Company, there is no other information
which
is discloseable pursuant to any of the requirements set out in Rule 13.51(2)
of
the Listing Rules nor are there any other matters that need to be brought
to the
attention of the shareholders of the Company.
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.
By
order
of the Board
CHINA
EASTERN AIRLINES CORPORATION LIMITED
Luo
Zhuping
Director
and Company Secretary
The
Company’s directors as at the date of this announcement are:
|
Li
Fenghua
|
(Chairman,
Non-executive Director)
|
|
|
Li
Jun
|
(Vice
Chairman, Non-executive Director)
|
|
|
Cao
Jianxiong
|
(President,
Executive Director)
|
|
|
Luo
Chaogeng
|
(Non-executive
Director)
|
|
|
Luo
Zhuping
|
(Executive
Director)
|
|
|
Hu
Honggao
|
(Independent
non-executive Director)
|
|
|
Peter
Lok
|
(Independent
non-executive Director)
|
|
|
Wu
Baiwang
|
(Independent
non-executive Director)
|
|
|
Zhou
Ruijin
|
(Independent
non-executive Director)
|
|
|
Xie
Rong
|
(Independent
non-executive
Director)
|
Shanghai,
the PRC
29th
June,
2007