Report of Foreign Issuer (6-k)
October 10 2013 - 7:31AM
Edgar (US Regulatory)
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 October 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.
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China Eastern Airlines Corporation Limited
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(Registrant)
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Date
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October 10, 2013
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By
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/s/
Wang Jian
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Name: Wang Jian
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Title: Joint 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)
RESOLUTION
PASSED AT THE BOARD MEETING AND PROPOSED APPOINTMENT OF DIRECTOR
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, the Chairman,
the third ordinary meeting (the “
Meeting
”) of the seventh session of the board of directors of the Company (the
“
Board
”) was held on 10 October 2013 through correspondence.
Mr. Liu Shaoyong, the Chairman;
Mr. Ma Xulun, the Vice Chairman; Mr. Xu Zhao, Mr. Gu Jiadan, Mr. Li Yangmin and Mr. Tang Bing, the 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 attended the Meeting.
The Directors attended
the Meeting confirmed that they had received the notice and materials in respect of the Meeting before it was held.
The Directors attended
the Meeting satisfied the quorum requirements under the Company Law of the People’s Republic of China (“
PRC
”)
and the Articles. As such, the Meeting was legally and validly convened and held. The Directors attended the Meeting unanimously
agreed and passed the following resolution:
Considered and approved
the proposal on nomination of an independent non-executive Director of the seventh session of the Board.
It was agreed that Mr.
Ma Weihua (“
Mr. Ma
”) be nominated as a candidate of the independent non-executive Director of the seventh session
of the Board with his term of service in line with the current session of the Board (i.e. until the conclusion of the 2015 annual
general meeting of the Company).
This resolution is
subject to consideration and approval by the shareholders of the Company (the “
Shareholders
”) at the 2013
first extraordinary general meeting of the Company.
The biographical details
of Mr. Ma are set out as follows:
Mr. Ma, aged 65, is currently
the chairman of Wing Lung Bank Limited in Hong Kong, a member of the Twelfth National Committee of the Chinese People’s
Political Consultative Conference, the vice chairman of China Chamber of International Commerce, the executive deputy chairman
of China Enterprise Directors Association, a member of the Standing Council of China Society for Finance and Banking, a director
of Shenzhen Soft Science Development Foundation. He is an independent non-executive director of 中國石油化工股份有限公司
(China Petroleum & Chemical Corporation) (a company listed on The Stock Exchange of Hong Kong Limited (the “
Hong
Kong Stock Exchange
”) and the Shanghai Stock Exchange), 盈利時控股有限公司
(Winox Holdings Limited) (a company listed on the Hong Kong Stock Exchange), and 華潤置地有限公司
(China Resources Land Limited) (a company listed on the Hong Kong Stock Exchange). Mr. Ma is also an independent director of 國泰君安證券股
份有限公司 (Guotai Junan Securities Co., Ltd.) and 華寶投資有限公司
(Huabao Investment Co., Ltd.). Mr. Ma was an executive director, president and chief executive officer of 招商銀行股份有限公司
(China Merchants Bank Co., Ltd.) (a company listed on the Hong Kong Stock Exchange and the Shanghai Stock Exchange), the chairman
of 招商信諾人壽保險有限公司 (CIGNA & CMC Life Insurance
Co., Ltd.), and the chairman of 招商基金管理有限公司 (China Merchants
Fund Management Co., Ltd.). Mr. Ma obtained a Doctorate Degree in Economics and is an adjunct professor at several higher educational
institutions including Peking University and Tsinghua University.
As far as the Directors
are aware and save as disclosed above: (i) Mr. Ma does not hold any position in the Company or any of its subsidiaries; (ii) Mr.
Ma does not presently, and did not in the last three years, hold any other directorship in public companies the securities of which
are listed on any securities market in Hong Kong or overseas; (iii) Mr. Ma has no other major appointment or professional qualification;
(iv) Mr. Ma does not have any other relationship with any director, senior management or substantial or controlling Shareholder;
and (v) Mr. Ma does not have, or is not deemed to have, any interests in any shares or underlying shares of the Company within
the meaning of Part XV of the Securities and Futures Ordinance.
There is no service contract
between the Company and Mr. Ma in respect of his proposed appointment as an independent non-executive Director. The remuneration
of Mr. Ma will be determined according to the remuneration policy of the Company, his responsibilities and the prevailing market
conditions.
Save as disclosed in this
announcement, the Board is not aware of any other matter in relation to the proposed appointment of Mr. Ma which is required to
be disclosed pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
and any other matter that needs to be brought to the attention of the Shareholders.
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By order of the Board
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中國東方航空股份有限公司
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CHINA EASTERN AIRLINES CORPORATION LIMITED
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Wang Jian
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Joint Company Secretary
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As at the date of this
announcement, the Directors are:
Liu Shaoyong
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(Chairman)
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Ma Xulun
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(Vice Chairman, President)
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Xu Zhao
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(Director)
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Gu Jiadan
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(Director)
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Li Yangmin
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(Director, Vice President)
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Tang Bing
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(Director, Vice President)
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Sandy Ke-Yaw Liu
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(Independent non-executive Director)
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Ji Weidong
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(Independent non-executive Director)
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Shao Ruiqing
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(Independent non-executive Director)
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Li Ruoshan
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(Independent non-executive Director)
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Shanghai, the PRC
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10 October 2013
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