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 September 2013

 

Commission File Number: 001-14550

 

China Eastern Airlines Corporation Limited 

 

(Translation of Registrant’s name into English)

 

Board Secretariat’s Office

Kong Gang San Lu, Number 88

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.

 

      China Eastern Airlines Corporation Limited
      (Registrant)
         
Date September 3, 2013   By /s/ Wang Jian
        Name: Wang Jian
        Title: Joint 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.

 

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)

 

OVERSEAS REGULATORY ANNOUNCEMENT

ANNOUNCEMENT ON RESOLUTIONS PASSED AT THE BOARD MEETING

 

This overseas regulatory announcement is made pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

 

Pursuant to the articles of association (the “Articles”) and the rules for the meeting of board of directors (董事會議事規則) of China Eastern Airlines Corporation Limited (the“Company”) and as convened by Mr. Liu Shaoyong, our Chairman, the 2013 fourth ordinary meeting (the “Meeting”) of the board of directors of the Company (the “Board”) was held on 30 August 2013 in Shanghai.

 

Mr. Liu Shaoyong, our Chairman; Mr. Ma Xulun, our Vice Chairman; Mr. Xu Zhao, Mr. Gu Jiadan, Mr. Li Yangmin and Mr. Tang Bing, directors of the Company (the “Directors”); and Mr. Sandy Ke-Yaw Liu, Mr. Ji Weidong, Mr. Shao Ruiqing and Mr. Li Ruoshan, the independent non-executive Directors were present at the Meeting.

 

The Directors present at the Meeting confirmed that they had received the notice and materials in respect of the Meeting before it was held.

 

Mr. Xi Sheng, Mr. Ba Shengji, Mr. Yan Taisheng and Mr. Feng Jinxiong, the supervisors of the Company, as well as certain senior management personnels of the Company also attended the Meeting.

 

The Directors present at the Meeting satisfied the quorum requirements under the Company Law of the People’s Republic of China and the Articles. As such, the Meeting was legally and validly convened and held.

 

 
 

 

The Directors present at the Meeting discussed and unanimously passed the following resolutions:

 

1.Considered and approved the 2013 interim financial statements of the Company.

 

2.Considered and approved the 2013 interim report of the Company.

 

3.Considered and approved the proposal of continuing connected transactions of the Company.

 

(1)Agreed to enter into the framework agreements of continuing connected transactions of the Company with each of the connected persons, and the respective annual caps of such continuing connected transactions for the year 2014, 2015 and 2016;

 

(2)Agreed to submit the two continuing connected transactions in respect of catering services and financial services of deposit and loan to the Company’s general meeting for consideration and approval, and to authorise the Chairman to publish the notice of the general meeting;

 

(3)Agreed to authorise the secretary to the Board to handle subsequent disclosure issues related to the continuing connected transactions.

 

The resolution above is related to connected transactions, and Mr. Liu Shaoyong, Mr. Xu Zhao and Mr. Gu Jiadan, being the connected Directors, abstained from voting at the Meeting. The Directors (including independent Directors) present at the meeting consider that the continuing connected transactions of the Company are entered into on normal commercial terms, and are in the interests of the Company and all the shareholders of the Company as a whole and are fair and reasonable to the Company’s shareholders.

 

For details, please refer to the continuing connected transaction announcement of the Company date 30 August 2013 published on The Stock Exchange of Hong Kong Limited.

 

  By order of the Board
  CHINA EASTERN AIRLINES CORPORATION LIMITED
  Wang Jian
  Joint Company Secretary

 

As at the date of this announcement, the directors of the Company are:

 

Liu Shaoyong (Chairman)
Ma Xulun (Vice Chairman, President)
Xu Zhao (Director)
Gu Jiadan (Director)
Li Yangmin (Director, Vice President)
Tang Bing (Director, Vice President)
Sandy Ke-Yaw Liu (Independent non-executive Director)
Ji Weidong (Independent non-executive Director)
Shao Ruiqing (Independent non-executive Director)
Li Ruoshan (Independent non-executive Director)

 

Shanghai, the People’s Republic of China

30 August 2013