Report of Foreign Issuer (6-k)
July 05 2016 - 6:19AM
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 July 2016
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
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:
July 5, 2016
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By:
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/s/ Wang Jian
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Name: Wang Jian
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.
AMENDMENTS TO THE ARTICLES
OF ASSOCIATION
This announcement is made
by China Eastern Airlines Corporation Limited (the “
Company
”) pursuant to Rule 13.51(1) of the Rules Governing
the Listing of Securities on The Stock Exchange of Hong Kong Limited.
Reference is made to (i)
the announcement of the Company dated 23 April 2015 regarding, among other things, the non-public issue of A Shares (the “
Share
Issue
”); (ii) the circular of the Company dated 26 May 2015 regarding the Share Issue; and (iii) the announcement of
the Company dated 4 July 2016 regarding the completion of the Share Issue.
The resolution on “Authorization
to the Board and its authorized representative(s) at the Shareholders’ meeting to proceed with the matters relating to the
non-public issuance of A Shares 《關於提請股東大會授權董事會及其授權人士全權辦理本次非公開發行
A股股票的相關事宜的議案》” was considered and approved at the 2014 Annual General Meeting of the
Company on 16 June 2015, which authorized the Board of the Company to make amendments to corresponding articles in the articles
of association of the Company (the “
Articles of Association
”) in connection with the Share Issue according to
the actual situation of the Share Issue upon its completion, in order to reflect the changes to the registered capital of the Company
following the closing of the Share Issue. Relevant amendments shall take immediate effect after the closing of the Share Issue.
The Company completed the
issue of a total of 1,327,406,822 RMB-denominated ordinary shares (A Shares) at the par value of RMB1 per share to Shanghai Licheng
Information Technology Consulting Co., Ltd., China National Aviation Fuel Holding Company, China COSCO Shipping Corporation Limited
and Caitong Fund Management Co., Ltd. on 30 June 2016. Upon the closing of the Share Issue, the Resolution on “Amendments
to the Articles of Association (《關於修改公司章程的議案》)” was considered and approved at the second ordinary meeting of the eighth session of the board of directors
of the Company. The amendments to the Articles of Association are as follows:
Nos.
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Original articles
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Amended articles
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1
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Article 20 As approved by the China
Securities Regulatory Commission, the
total amount of shares of the Company
is 13,140,178,860 shares.
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Article 20 As approved by the China
Securities Regulatory Commission, the
total amount of shares of the Company
is 14,467,585,682 shares.
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Nos.
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Original articles
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Amended articles
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2
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Article 21 The Company has issued a
total of 13,140,178,860 ordinary shares,
comprising a total of 8,481,078,860 A
shares, representing 64.54% of the total
share capital of the Company, a total of
4,659,100,000 H shares, representing
35.46% of the total share capital of the
Company.
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Article 21 The Company has issued a
total of 14,467,585,682 ordinary shares,
comprising a total of 9,808,485,682 A
shares, representing 67.80% of the total
share capital of the Company, a total of
4,659,100,000 H shares, representing
32.20% of the total share capital of the
Company.
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3
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Article
24 The registered capital of the
Company
is RMB 13,140,178,860.
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Article
24 The registered capital of the
Company
is RMB 14,467,585,682.
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By order of the Board
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CHINA EASTERN AIRLINES CORPORATION LIMITED
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Wang Jian
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Company Secretary
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Shanghai, the People’s Republic of China
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4 July 2016
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As at the date of this
announcement, the directors of the Company include Liu Shaoyong (Chairman), Ma Xulun (Vice Chairman, President), Xu Zhao (Director),
Gu Jiadan (Director), Li Yangmin (Director, Vice President), Tang Bing (Director, Vice President), Tian Liuwen (Director, Vice
President), Li Ruoshan (Independent non-executive Director), Ma Weihua (Independent non-executive Director), Shao Ruiqing (Independent
non-executive Director) and Cai Hong Ping (Independent non-executive Director).
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