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 April 2008.
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: April 15, 2008 | By: | Li Fenghua |
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Name: Li Fenghua |
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| Title: Chairman of the Board of Directors | ||
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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.
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Resolutions
passed by the Board of Directors of
China
Eastern Airlines Corporation Limited
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The
Company and all members of the Board warrant the truthfulness,
accuracy
and completeness of the contents of this announcement and accept
responsibility jointly for any false statement, misleading representation
or material omission contained in this
announcement.
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Pursuant
to the Rules and Procedures for the Board of Directors 
of
the
China
Eastern Airlines Corporation Limited
(the
“Company”) and as convened by Mr. Li Fenghua, a director, the second regular
meeting of the fifth session of the board of directors (the “Board”) of the
Company (the “Meeting”) was held on 14 April October 2008 at the meeting room,
7/F, China Eastern Air Holding Company Building, Shanghai.
of
the
China
Eastern Airlines Corporation Limited
(the
“Company”) and as convened by Mr. Li Fenghua, a director, the second regular
meeting of the fifth session of the board of directors (the “Board”) of the
Company (the “Meeting”) was held on 14 April October 2008 at the meeting room,
7/F, China Eastern Air Holding Company Building, Shanghai.Mr.
Li
Fenghua, Mr. Li Jun and Mr. Luo Zhuping, as directors of the Company, Mr.
Hu
Honggao, Mr. Wu Baiwang and Mr. Xie Rong, as independent directors, attended
the
Meeting. Mr. Luo Chaogeng and Mr. Cao Jianxiong, as directors, failed to
attend
the Meeting due to business trips. Mr. Peter Lok, as an independent
non-executive director, authorized Mr. Xie Rong 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, 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. The Meeting
was legally and validly held.
The
Meeting was chaired by Mr. Li Fenghua. The following resolutions were considered
and unanimously passed by the directors present at the Meeting:
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1.
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Considered
and approved the financial report of the Company for the year 2007,
and
decided to propose this resolution at the 2007 general meeting
of the
Company for approval.
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2.
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As
the net profit attributable to parent company amounted to RMB 586
million
while accumulated distributable profit was negative for the year
ended 21
December 2007, it was decided that all profit after tax realized
in 2007
would be used to offset the losses in previous years, no profit
appropriation
or any increase in share capital converting from capital reserve
would be
made for the year 2007, and this
resolution would be proposed at the 2007 general meeting of the
Company
for approval.
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3.
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Considered
and approved the 2007 results announcement (annual report and summary
of A
shares and results announcement of H shares), and decided to issue
the
same, together with the financial report passed by resolution 1,
in both
Hong Kong and Shanghai on 15 April 2008; and approved to propose
the
directors’
report set out in the results announcement at the 2007 general
meeting of
the Company for approval.
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4.
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Considered
and approved the resolution regarding the adjustments to the related
items
and amounts at the beginning of 2007 in the Company’s
balance sheet.
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The
Company applied new corporate accounting standards and made the following
adjustments to the shareholders’ equity as at 1 January 2007:
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2007
After
adjustment
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2006
Disclosed
in the
annual
report
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Difference
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Presented
according to the original accounting standards and systems
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(3,035,469
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)
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(3,035,469
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)
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-
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Long-term
equity investment difference - long-term equity investment credit
difference by adopting other equity methods in audit
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7,480
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7,480
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-
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Movement
in the fair value of trading financial assets and
liabilities
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47,983
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47,983
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-
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Impact
by capitalisation of aircraft and engine overhaul expenses
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(686,095
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)
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-
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1
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(686,095
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)
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Provision
for aircraft and engine overhaul under operating leases
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(324,207
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)
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-
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2
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(324,207
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)
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Revenues
arising from leaseback of after-sale operating leases
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36,635
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-
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3
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36,635
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Goodwill
arising from combination of enterprises not subject to common
control
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(41,020
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)
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-
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4
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(41,020
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)
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Income
tax
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312,509
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-
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5
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312,509
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Transferred
from minority interests / equity
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726,818
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738,682
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6
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(11,864
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)
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Presented
according to the corporate accounting standards
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3,115,572
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3,829,614
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5.
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Approved
the change in accounting policies regarding aircraft overhaul of
the
Company according to the requirements of new corporate accounting
standards, which is adopting the accounting policies of fixed asset
components and after-lease examination, and commenced to apply
them from 1
January 2007.
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6.
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Approved
the re-appointment of PricewaterhouseCoopers Zhong Tian CPAs Limited
Company and PricewaterhouseCoopers as the PRC domestic auditors
and
international auditors of the Company for 2008. Decided to propose
this
resolution at the 2007 annual general meeting of the Company for
approval
and recommend the shareholders to authorise the Board to decide
their
remuneration.
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7.
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Approved
the resolution about the issue of short-term debentures by the
Company:
(i) issue of short-term debentures of total principal not more
than RMB1.4
billion by the Company within the PRC during 12 months from approval
at
the shareholders’ meeting; (ii) generally and unconditionally authorising
the Board of the Company to decide the specific terms and conditions
of
issue of short-term debentures and related matters according to
the needs
of the Company and market conditions, including determination of
the
actual amount of short-term debentures to be issued within the
scope
specified in (i) above, and signing of all necessary legal documents
and
making related disclosures. Decided to propose this resolution
at the 2007
annual general meeting of the Company for
approval.
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8.
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Considered
and approved the “Working Procedures of Annual Reports by Independent
Directors and Audit Committee”. For details, please refer to the website
of the Shanghai Stock Exchange
(www.sse.com.cn).
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Board
of
China Eastern Airlines Corporation Limited
14
April
2008