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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November 29, 2016
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By
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/s/
Wang Jian
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Name: Wang Jian
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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.
CONTINUING
CONNECTED TRANSACTIONS
FREIGHT
LOGISTICS DAILY CONNECTED TRANSACTIONS
FRAMEWORK AGREEMENT
Reference
is made to the announcement dated 29 November 2016 in relation to the proposed disposal of the entire equity interest in Eastern
Logistics, a wholly-owned subsidiary of the Company (the “
Disposal Announcement
”).
Upon completion
of the Disposal, each member of the Eastern Logistics Group will become a subsidiary of CEA Holding, which is the controlling shareholder
of the Company. Therefore, each member of the Eastern Logistics Group will become a connected person of the Company as defined
under the Listing Rules. Hence, under the Listing Rules, both the Freight Logistics Business Support Services offered to the Eastern
Logistics Group by the Group and the Cargo Terminal Business Support Services offered to the Group by the Eastern Logistics Group
constitute continuing connected transactions of the Company.
On 29
November 2016, the Company and Eastern Logistics entered into the FreightLogistics Daily Connected Transactions Framework Agreement.
As the relevant
applicable percentage ratios set out in the Listing Rules in respect of the transactions contemplated under the Freight Logistics
Daily Connected Transactions Framework Agreement are expected to be more than 0.1% but less than 5% on an annual basis, such transactions
are subject to the reporting, announcement and annual review requirements only and are exempt from Independent Shareholders’
approval under the Listing Rules.
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1.
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FREIGHT
LOGISTICS DAILY CONNECTED TRANSACTIONS FRAMEWORK AGREEMENT
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Reference
is made to the announcement dated 29 November 2016 in relation to the proposed disposal of the entire equity interest in Eastern
Logistics, a wholly-owned subsidiary of the Company (the “
Disposal Announcement
”). Unless otherwise defined,
the capitalized terms used herein shall have the same meanings as set out in the Disposal Announcement.
Upon completion
of the Disposal, each member of the Eastern Logistics Group will become a subsidiary of CEA Holding, which is the controlling shareholder
of the Company. Therefore, each member of the Eastern Logistics Group will become a connected person of the Company as defined
under the Listing Rules. Hence, under the Listing Rules, both the Freight Logistics Business Support Services offered to the Eastern
Logistics Group by the Group and the Cargo Terminal Business Support Services offered to the Group by the Eastern Logistics Group
constitute continuing connected transactions of the Company.
On
29 November 2016, the Company and Eastern Logistics entered into the Freight Logistics Daily Connected Transactions Framework
Agreement.
Term
The Freight
Logistics Daily Connected Transactions Framework Agreement will be effective for a term of three years, commencing from the date
on which the entire equity interest in Eastern Logistics is transferred from the Company to the Purchaser pursuant to the Disposal
Agreement, and ending on 31 December 2019.
Services
Pursuant
to the Freight Logistics Daily Connected Transactions Framework Agreement,
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(a)
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the Group will provide the following services (altogether, “
Freight
Logistics Business Support Services
”) to the Eastern Logistics Group required for the daily operation of its freight
logistics business:
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(i)
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aircraft maintenance and its ancillary support services;
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(ii)
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information technology support services;
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(iv)
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training services; and
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(v)
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other daily support services, and
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(b)
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the Eastern Logistics Group will provide to the Group
the following services (altogether, “
Cargo Terminal Business Support Services
”) required for its daily business
operation:
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(i)
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apron transfer services, cargo terminal operation services and security inspection services; and
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(ii)
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other daily support services.
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Pricing
Pursuant to the Freight Logistics
Daily Connected Transactions Framework Agreement:
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(a)
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the price and/or fee scale for Freight Logistics Business Support Services
which the Group offers to the Eastern Logistics Group shall be determined with reference to the “Market Price” and
as agreed after arm’s length negotiations between the parties to the Freight Logistics Daily Connected Transactions Services
Framework Agreement. For the Freight Logistics Business Support Services, “Market Price” refers to the price determined
independently by the operators via market competition. Market price is determined taking into account the cost of aircraft raw
materials, the support areas for aircraft materials, the cost of information technology equipment, labour cost and the specific
support requirements from the Eastern Logistics Group (if any), in the following order: (1) the price charged by independent third
parties at such time in the ordinary and normal course of business, for such services in the area or nearby area; or (2) the price
charged by independent third parties at such time in the ordinary and normal course of business for such services at such time
within the territory of the PRC;
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(b)
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the price and/or fee scale for Cargo Terminal Business Support Services
which the Eastern Logistics Group offers to the Group shall be determined with reference to the “Market Price” and
as agreed after arm’s length negotiations between the parties to the Freight Logistics Daily Connected Transactions Framework
Agreement. For the Cargo Terminal Business Support Services, “Market Price” refers to the price determined independently
by the operators via market competition. Market price is determined taking into account the cost of raw materials, the support
areas, the costs for the protection equipment, labour costs and the specific support requirements from the Company (if any), in
the following order: (1) the price charged by independent third parties at such time in the ordinary and normal course of business
for such services in the area or nearby area; or (2) the price charged by independent third parties at such time in the ordinary
and normal course of business for such services at such time in the PRC;
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(c)
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both the Group and the Eastern Logistics Group shall designate their department(s)
or personnel to be responsible primarily for checking the prices and terms offered by independent third parties providing similar
services. In general, at least two independent third parties who provide support services will be consulted for their fee quotations
and terms via email, facsimile or telephone conversation;
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(d)
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the price and/or fee scale for Freight Logistics Group Business Support Services
which the Group offers to the Eastern Logistics Group shall be no less favourable to the Group than that offered by the Group to
independent third parties for similar services in the ordinary and normal course of business;
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(e)
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the price and/or fee scale for Cargo Terminal Business Support Services
which the Eastern Logistics Group offers to the Group shall be no less favourable to the Eastern Logistics Group than that offered
by the Eastern Logistics Group to independent third parties for similar services in the ordinary and normal course of business;
and
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(f)
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the fees in relation to the Freight Logistics Business Support Services offered
by the Group to the Eastern Logistics Group and the Cargo Terminal Business Support Services offered by the Eastern Logistics Group
to the Group shall be settled based on the actual provision of services and the unit price, which is determined by both parties
pursuant to the aforementioned pricing principles. Upon the receipt and confirmation of the payment order and VAT special invoices
from one party, the other party shall make the payment via bank transfer or via other legal means of payment within a reasonable
period of time, as agreed by the parties.
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The Group
will designate departments or officials to be primarily responsible for checking the prices and terms offered by independent third
parties for the same or similar type of services (in general, through emails, facsimile or telephone conversation with at least
two independent third parties providing the support services), to ensure that the terms of the Freight Logistics Daily Connected
Transactions Framework Agreement are fair and reasonable and no less favourable than to those offered by independent third parties.
Historical
Amounts
The transactions
were intra-group transactions within the Group prior to the completion of the Disposal.
For each of the two financial
years ended 31 December 2014 and 31 December 2015 and the six months ended 30 June 2016, the historical figures for (i) the
amount payable by the Eastern Logistics Group to the Group for the Freight Logistics Business Support Services
were approximately RMB62,046,600, RMB81,693,300 and RMB45,483,800, respectively and (ii) the amount payable by the Group to
the Eastern Logistics Group for the Cargo Terminal Business Support Services were RMB204,386,700, RMB255,600,200 and
RMB123,753,700, respectively.
Proposed
Annual Caps
In connection
with the transactions contemplated under the Freight Logistics Daily Connected Transactions Framework Agreement, the table below
sets out the proposed annual caps of amounts payable by the Group or the Eastern Logistics Group for each of the three years ending
31 December 2017, 2018 and 2019, respectively.
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Proposed Annual Caps
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for the year ending
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31 December
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2017
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2018
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2019
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(in millions of RMB)
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Revenue
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Amount payable by the Eastern Logistics Group
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to the Group for the Freight Logistics
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Business Support Services
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300
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375
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470
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Expenses
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Amount payable by the Group to the
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Eastern Logistics Group for the Cargo
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Terminal Business Support Services
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500
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610
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750
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The proposed
annual caps for the Freight Logistics Business Support Services and the Cargo Terminal Business Support Services pursuant to the
Freight Logistics Daily Connected Transactions Framework Agreement are mainly based on: (i) the future expansion of the Group and
the operation scale of Eastern Logistics; (ii) the demand for the daily operational services by the Eastern Logistics Group and
the Group, the cost of raw materials, support areas, rising costs for the supporting equipment and rising labour costs; and (iii)
the potential adjustments of the scope of services in the future.
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2.
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REASONS AND BENEFITS OF THE FREIGHT LOGISTICS DAILY
SERVICES
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In respect
of the Freight Logistics Daily Connected Transactions Framework Agreement, the Company believes that the provision of Freight Logistics
Business Support Services will bring steady and reliable revenue to the Group as a whole; while the provision of the Cargo Terminals
Business Support Services by the Eastern Logistics Group to the Group will also satisfy the Group’s increasing need of freight
and mail business and is beneficial to the natural expansion of production and operation of the Group.
The Directors
(including the independent non-executive Directors) are of the view that (i) the Freight Logistics Daily Services are conducted
on normal commercial terms or on terms no less favourable to the Company than those available from independent third parties, are
entered into in the ordinary course of business of the Company, and are fair and reasonable and in the interests of the Company
and its shareholders as a whole and (ii) the Proposed Annual Caps in relation to the Freight Logistics Daily Services are fair
and reasonable and in the interests of the Company and the Shareholders as a whole.
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3.
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LISTING RULES IMPLICATIONS
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As mentioned
above, because CEA Holding is the controlling shareholder of the Company, each member of the CEA Holding Group (including each
member of the Eastern Logistics Group after the completion of the Disposal) is therefore a connected person of the Company.
As the
relevant applicable percentage ratios set out in the Listing Rules in respect of the transactions contemplated under the Freight
Logistics Daily Connected Transactions Framework Agreement are expected to be more than 0.1% but less than 5% on an annual basis,
such transactions are subject to the reporting, announcement and annual review requirements only and are exempt from Independent
Shareholders’ approval under the Listing Rules.
The resolutions
regarding the Freight Logistics Daily Connected Transactions Framework Agreement, the transactions contemplated thereunder and
the relevant annual caps have been passed at the third ordinary meeting of the eighth session of the Board of the Company. As Mr.
Liu Shaoyong (a Director and the chairman of the Company), Mr. Xu Zhao (a Director) and Mr. Gu Jiadan (a Director) are members
of the senior management of CEA Holding and Mr. Tian Liuwen (a Director and a Vice President of the Company) is a member of the
senior management of Eastern Logistics, they may be regarded as having a material interest in the Freight Logistics Daily Connected
Transactions Framework Agreement and the transactions contemplated thereunder. As such, they have abstained from voting at the
meeting of the Board convened for the purpose of approving, among others, the Freight Logistics Daily Connected Transactions Framework
Agreement and the transactions contemplated thereunder. Save as aforesaid, none of the Directors has any material interests in
the Freight Logistics Daily Connected Transactions Framework Agreement and the transactions contemplated thereunder.
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4.
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INFORMATION
OF THE PARTIES
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Information
relating to the Group
The Company
is principally engaged in the business of civil aviation.
Information
relating to Eastern Logistics
Eastern
Logistics is principally engaged in vehicle cargo transport (common cargo), warehouse, marine/air/land international cargo transport
agency, cargo loading & unloading, property management, parking lot running, meeting service, labor dispatch for domestic enterprises,
general merchandise, sale of office supplies, business consultation (excluding brokage), ticket agency, import & export of
cargo and technology, e-commerce (excluding telecom value-added service and financial services).
In this announcement, unless
the context otherwise requires, the following expressions have the following meanings:
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“associate(s)”
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has the meaning ascribed to it under the Listing Rules;
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“Board”
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means the board of Directors;
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“Cargo Terminal Business Support Services”
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has the meaning ascribed to it in the section headed “Services” in this announcement;
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“CEA Holding”
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means
中國東方航空集團公司
(China
Eastern Air Holding Company*), a wholly PRC state- owned enterprise and the controlling shareholder of the Company directly
or indirectly holding approximately 56.38% of its issued share capital at the date of this announcement;
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“CEA Holding Group”
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means CEA Holding and its subsidiaries;
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“Company”
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means
中國東方航空股份有限公司
(China
Eastern Airlines Corporation Limited), a joint stock limited company incorporated in the PRC with limited liability, whose H shares,
A shares and American depositary receipts are listed on the Hong Kong Stock Exchange, the Shanghai Stock Exchange and the New
York Stock Exchange, Inc., respectively;
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“connected person”
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has the meaning ascribed to it under the Listing Rules;
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“Directors”
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means the directors of the Company;
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“Eastern Logistics”
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means
東方航空物流有限公司
(Eastern
Air Logistics Co., Ltd.*), a wholly-owned subsidiary of the Company as at the date of this announcement, being the target
company under the Disposal;
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“Eastern Logistics Group”
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means Eastern Logistics and its subsidiaries;
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“Freight Logistics Business Support Services”
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has the meaning ascribed to it in the section headed “Services” in this announcement;
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“Freight Logistics Daily Services”
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means the continuing connected transactions of the Group contemplated under the Freight Logistics Daily Connected Transactions Framework Agreement, i.e. the Cargo Terminal Business Support Services and the Freight Logistics Business Support Services;
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“Freight Logistics Daily
Connected Transactions
Framework
Agreement”
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means the agreement dated 29 November 2016 entered into between the Company and Eastern Logistics in relation to the Freight Logistics Daily Services;
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“Group”
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means the Company and its subsidiaries;
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“Hong Kong”
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means Hong Kong Special Administrative
Region of the People’s Republic of China;
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“Hong Kong Stock Exchange”
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means The Stock Exchange of Hong Kong
Limited;
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“Independent Shareholders”
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means shareholders of the Company, other than CEA Holding and its associate(s), if any;
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“Listing Rules”
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means the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;
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“PRC”
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means the People’s
Republic of China and for the purpose of this announcement excluding Hong Kong, Macau Special Administrative Region and Taiwan;
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“Proposed Annual Cap”
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means the proposed annual cap(s) for the three years ending 31 December 2019 in respect of the Freight Logistics Daily Connected Transactions Framework Agreement;
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“RMB”
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means Renminbi yuan, the lawful currency of the PRC; and
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“%”
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means per cent.
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By order
of the Board
CHINA
EASTERN AIRLINES CORPORATION LIMITED
Wang Jian
Company
Secretary
Shanghai,
the People’s Republic of China
29 November
2016
As at
the date of this announcement, the directors of the Company include Liu Shaoyong (Chairman), Ma Xulun (Vice Chairman, President),
Li Yangmin (Director, Vice President), Xu Zhao (Director), Gu Jiadan (Director), 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).
*
For
identification purpose only