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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May 12, 2017
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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.
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(A joint stock limited company incorporated
in the People’s Republic of China with limited liability)
(Stock code: 00670)
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NOTICE OF
ANNUAL GENERAL MEETING
NOTICE IS
HEREBY GIVEN THAT
the 2016 annual general meeting (“
AGM
”) of 中國東
方航空股份有限公司 (China Eastern Airlines Corporation Limited) (the
“
Company
”) will be held at Four Seasons Hall, 2/F, Shanghai International Airport Hotel
(上海國際機場賓館二樓 四季廳), No. 368 Yingbin
(1) Road, Shanghai, the People’s Republic of China (“
PRC
”) at 9:00 a.m. on Wednesday, 28 June 2017,
or any adjournment thereof, for the purpose of considering, and if thought fit, passing, with or without modifications, the
following resolutions:
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1.
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Ordinary Resolution: “
THAT
, to consider
and approve the report of the board of directors of the Company (the “
Board
”) for the year 2016.”
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2.
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Ordinary Resolution: “
THAT
, to consider
and approve the report of the supervisory committee of the Company (the “
Supervisory Committee
”) for the year
2016.”
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3.
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Ordinary Resolution: “
THAT
, to consider
and approve the financial reports of the Company for the year 2016.”
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4.
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Ordinary Resolution: “
THAT
, to consider
and approve the Company’s profit distribution proposal for the year 2016.”
(Note 1)
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5.
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Ordinary Resolution: “
THAT
, to consider
and approve the resolution in relation to the Company’s appointment of the PRC domestic auditors and international auditors
for financial reporting for the year 2017, and to authorise the Board to determine their remuneration.”
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6.
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Ordinary Resolution: “
THAT
, to consider
and approve the resolution in relation to the Company’s appointment of the auditors for internal control for the year 2017,
and to authorise the Board to determine their remuneration.”
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7.
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Special Resolution: “
THAT
, to consider and
approve the resolution on granting of a general mandate to the Board to issue bonds:
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It was agreed
that the Board may issue debt instruments in one tranche or multiple tranches, within the cap amount of issuance stipulated under
applicable laws, subject to the general and unconditional mandate to be obtained at the general meeting:
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(a)
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Type of debt instruments: Including, but not limited
to, debt instruments such as corporate bonds, super short-term commercial paper, short-term commercial paper, mid-term notes,
offshore bonds in Renminbi or US dollar and other currencies, and asset-backed securities. However, bonds to be issued and/or
debt instruments to be issued under this mandate shall not include bonds which are convertible into shares of the Company.
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(b)
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Issuer: The Company and/or its wholly or non-wholly owned
subsidiaries. The exact issuer shall be determined by the Board based on the needs in the particular issuance.
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(c)
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Issue size: Debt instruments shall be issued under this
mandate within the cap amount of bond issuance stipulated under applicable laws, subject to the outstanding amount of each type
of debt instrument. The actual size of issue shall be determined by the Board based on funding requirements and market conditions.
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(d)
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Maturity and class of issue: Not more than 15 years in
the form of a uniform maturity date or a bond portfolio with several maturity dates. The actual composition of maturity and the
size of each class of the bonds shall be determined by the Board based on the relevant requirements and market conditions.
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(e)
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Use of fundraising proceeds: It is expected that the
fundraising proceeds from such issuance shall be used for purposes in compliance with laws and regulations, including the fulfillment
of production and operation needs of the Company, adjustment of debt structure, the supplementing of working funds and/or project
investment. Details of the use of proceeds shall be determined by the Board based on funding requirements.
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(f)
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Valid term of the mandate: One year from the date of
approval of this resolution at a general meeting of the Company.
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If
the Board and/or its delegate(s) has decided to proceed with issuance(s) within the valid term of the mandate, and the Company
has obtained issuance approval, permission or registration from regulatory bodies within the valid term of the mandate, the Company
may complete the relevant issuance within the valid term confirmed under any of such approval, permission or registration.
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(g)
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Authorization to be granted to the Board
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It is proposed
at the general meeting that an authorization be granted generally and unconditionally to the Board, based on the specific needs
of the Company and other market conditions:
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(i)
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To determine the issuer, type, specific class, specific
terms, conditions and other matters, including but not limited to the actual issue size, the actual total amount, currency, issue
price, interest rates or the formula for determining the interest rates, place of issuance, timing of the issue, maturity, whether
or not to issue in tranches and the number of tranches, whether to set buyback and redemption clauses, rating arrangements, guarantees,
due dates for principal and interest payments, use of proceeds, underwriting arrangements and all matters relating to each issue.
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(ii)
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T o take all such acts and steps as considered to be
necessary and incidental to each issuance, including but not limited to the engagement of intermediary(ies) to represent the Company
in application to relevant regulatory bodies for approval, registration, filing etc. in relation to issuance, sign all necessary
legal documents for issuance, and handle other matters in relation to issuance, arrangement of principal and interest payments
within the duration of the bonds, and trading and listing.
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(iii)
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To approve, confirm and ratify the acts and steps stated
above taken in connection with any issuance.
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(iv)
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To make corresponding adjustments to the detailed plan
of issue of the bonds and other relevant matters within the scope of the mandate to be granted to the Board in accordance with
opinions of regulatory authorities or the existing market conditions, in the event of any changes in the policy of regulatory
authorities on issue of bonds or any changes in market conditions, save for the matters that are subject to Shareholders’
re-voting at the general meeting under relevant laws, regulations and the articles of association of China Eastern Airlines Corporation
Limited.
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(v)
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To determine and handle, upon completion of the issuance,
matters in relation to the listing of the debt instruments which have been issued.
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(vi)
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To approve, sign and distribute announcements and circulars
in relation to issuance and disclose relevant information, pursuant to the governing rules applicable at the place of listing
of the Company.
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(vii)
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To adjust the currency structure and interest rate structure
of the bonds based on the market conditions within the duration of the bonds.
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(viii)
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To grant authorization in relation to the above matters
to such other persons as the Board considers appropriate.
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8.
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Special Resolution: “
THAT
, to consider and
approve the granting of a general mandate to the Board to issue shares of the Company:
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(a)
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the Board be and is hereby granted an unconditional general
mandate and permitted to further delegate such mandate to the management of the Company, to proceed with the matters associated
with the issuance of shares of the Company in its sole discretion and according to the specific needs of the Company, other market
conditions and the following conditions during the Relevant Period (as hereafter defined), subject to the following conditions:
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(i)
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the Company has obtained the approval from the Board
to issue, allot or dispose of, either separately or concurrently, or to issue, allot or dispose of, either separately or concurrently,
conditionally or unconditionally, the domestic shares (“
A Shares
”) and the overseas listed foreign shares (“
H
Shares
”) with the respective numbers of A Shares and H Shares being not more than 20% of the respective number of the
issued A shares and H shares of the Company as at the date of approval and passing of this resolution at the general meeting,
and subject to the conditions set out in (ii) below, the Board may, within the given limits, determine the numbers of A Shares
and/or H Shares to be issued allotted or disposed of;
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(ii)
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the Board has approved, executed, amended and made or
procured to execute make and amend all documents, deeds and matters as it may consider necessary in connection with the issuance,
allotment or disposal of any A Shares and/or H Shares pursuant to the exercise of the abovementioned general mandate; and
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(iii)
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the Board will only exercise such mandate in accordance
with the Company Law of the PRC and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (each
as amended from time to time) or applicable laws, rules and regulations of other government or regulatory bodies and the Company
will complete such issuance only if all necessary approvals from the China Securities Regulatory Commission and/or other relevant
PRC government authorities are obtained.
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(b)
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for the purposes of this special resolution, the general
mandate shall not extend beyond the Relevant Period save that if the Board during the Relevant Period makes the issuance resolutions,
such issuance may complete beyond the Relevant Period after obtaining all necessary approvals from the relevant PRC government
authorities by the Company which may take longer than the Relevant Period. “Relevant Period” means the period from
the passing of this special resolution until the earliest one of the following three terms:
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(i)
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the conclusion of the next annual general meeting of
the Company following the passing of this special resolution;
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(ii)
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the expiration of a 12-month period following the passing
of this special resolution; and
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(iii)
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t h e date on which the general mandate granted to the
Board set out in this special resolution is revoked or varied by a special resolution of the shareholders of the Company at a
general meeting.
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(c)
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Conditional upon the Board resolving to separately or
concurrently issue shares pursuant to paragraph (a) of this special resolution, the Board be authorized to increase the registered
capital of the Company to reflect the number of shares authorized to be issued by the Company pursuant to paragraph (a) of this
special resolution and to make such appropriate and necessary amendments to the articles of association of the Company as they
think fit to reflect such increases in the registered capital of the Company and to take any other action and complete the formalities
required to effect the separate or concurrent issuance of shares pursuant to paragraph (a) of this special resolution and the
increase in the registered capital of the Company.
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9.
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Special Resolution: “
THAT
, to consider and
approve the resolution on amendments to Certain Articles of the Articles of Association of the Company:
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The original
Article 1 of the Articles of Association is as follows:
‘The
Company is a joint stock limited company established in accordance with the “Company Law of the People’s Republic of
China” (the “
Company Law
”), “State Council’s Special Regulations Regarding the Issue of Shares
Overseas and the Listing of Shares Overseas by Companies Limited by Share” (the “
Special Regulations
”)
and other relevant laws and regulations of the State.
The Company
was established by way of promotion with the approval under the document “Ti Gai Sheng” [1994] No.140 of the People’s
Republic of China’s State Commission for Restructuring the Economic System. It is registered with and has obtained a business
licence from China’s State Administration for Industry and Commerce on April 14, 1995. The number of the Company’s
business licence is:
10001767-8.
As the Company
changed its legal representative on February 11, 2009, it also replaced its business license. Its business license number is: 310000400111686
(Airport).
The promoter of the Company is:
China Eastern Air Holding Company.’ Article 1 of the Articles of Association shall be amended as follows:
‘The
Company is a joint stock limited company established in accordance with the “Company Law of the People’s Republic of
China” (the “
Company Law
”), “State Council’s Special Regulations Regarding the Issue of Shares
Overseas and the Listing of Shares Overseas by Companies Limited by Share” (the “
Special Regulations
”)
and other relevant laws and regulations of the State.
The Company
was established by way of promotion with the approval under the document “Ti Gai Sheng” [1994] No.140 of the People’s
Republic of China’s State Commission for Restructuring the Economic System. It is registered with and has obtained a business
licence from China’s State Administration for Industry and Commerce on April 14, 1995.
On February 8, 2017, the Company
completed the “Combination of Three Licenses into One” procedures for its business license, organisation code certificate
and tax registration certificate. The unified social credit code of the business license of the Company after the integration
is 913100007416029816.
The promoter of the Company is: China
Eastern Air Holding Company’ The original Article 72 of the Articles of Association is as follows:
‘Each
matter up for consideration at a Shareholders’ general meeting shall be voted upon at such Shareholders’ general meeting.
A shareholder
(including proxy), when voting at a Shareholders’ general meeting, may exercise voting rights in accordance with the number
of shares carrying the right to vote and each share shall have one vote.’
Article 72 of
the Articles of Association shall be amended as follows:
‘Each
matter up for consideration at a Shareholders’ general meeting shall be voted upon at such Shareholders’ general meeting.
A shareholder
(including proxy), when voting at a Shareholders’ general meeting, may exercise voting rights in accordance with the number
of shares carrying the right to vote and each share shall have one vote.
For material
issues to be decided in general meetings of the Company that would affect the interests of its small and medium sized investors,
the votes by the small and medium sized investors shall be counted separately. The result of such separate vote counting shall
be disclosed publicly in a timely manner.
The Board
of the Company, Independent Directors and those Shareholders who have met the relevant requirements may openly may openly collect
voting rights from the Company’s shareholders. While collecting votes of the Shareholders, sufficient disclosure of information
such as the specific voting preference shall be made to the Shareholders from whom voting rights are being collected. No consideration
or other form of de facto consideration shall be involved in the collection of voting rights from the Shareholders. The Company
shall not impose any limitation related to minimum shareholdings on the collection of voting rights.
’”
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10.
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Ordinary Resolution: “
THAT
, to consider
and approve the resolution in relation to the amendments to certain rules of the rules of procedures for general meeting of the
Company:
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The original
Rule 48 of the rules of procedures for general meeting is as follows:
‘A shareholder
(including proxy), when voting at a Shareholders’ general meeting, may exercise voting rights in accordance with the number
of shares carrying the right to vote and each share shall have one vote.’
Rule 48 of
the rules of procedures for general meeting shall be amended as follows:
‘A shareholder
(including proxy), when voting at a Shareholders’ general meeting, may exercise voting rights in accordance with the number
of shares carrying the right to vote and each share shall have one vote.
For material
issues to be decided in general meetings of the Company that would affect the interests of its small and medium sized investors,
the votes by the small and medium sized investors shall be counted separately. The result of such separate vote counting shall
be disclosed publicly in a timely manner.
The Board
of the Company, Independent Directors and those Shareholders who have met the relevant requirements may openly collect voting rights
from the Company’s Shareholders. While collecting votes of the Shareholders, sufficient disclosure of information such as
the specific voting preference shall be made to the Shareholders from whom voting rights are being collected. No consideration
or other form of de facto consideration shall be involved in the collection of voting rights from the Shareholders. The Company
shall not impose any limitation related to minimum shareholdings on the collection of voting rights.
’”
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By order of the Board
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CHINA EASTERN AIRLINES CORPORATION LIMITED
Wang Jian
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Company Secretary
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Shanghai, the PRC
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12 May 2017
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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), 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 Hongping (Independent non-executive Director).
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*
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for identification purposes only
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Notes:
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1.
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Profit distribution proposal for the year ended 31
December 2016
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The Board recommends
to distribute a dividend of RMB0.049 per share (tax inclusive) in cash for the year ended 2016, with the total amount to be distributed
in cash at approximately RMB708.9 million (tax inclusive), calculated based on the Company’s current total share capital
of 14,467,585,682 shares.
If the resolution
numbered 4 is considered and approved at annual general meeting, the Company plans to distribute on 10 August 2017 profit for the
year 2016 to all holders of H Shares whose names appear on the register of the Company maintained by Hong Kong Registrars Limited
as at 10 July 2017 and all holders of A Shares whose names appear on the register of members of the Company, as maintained by China
Securities Depository and Clearing Corporation Limited as at the close of trading hours of the Shanghai Stock Exchange on 9 August
2017. For details of profit distribution proposal of the Company for the year 2016, please refer to the relevant announcement published
by the Company subsequently.
In order
to determine the holders of H Shares who are entitled to receive the annual profit for the year 2016, the register of holders
of H Shares of the Company will be closed from 5 July 2017 to 10 July 2017 (both days inclusive). In order to be entitled to
receive the annual profit for the year 2016 (if approved), holders of H Shares of the Company whose transfers have not been
registered must lodge the transfer documents and the relevant share certificates at the Company’s H share registrar,
Hong Kong Registrars Limited no later than 4:30 p.m. on 4 July 2017.
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2.
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Persons entitled to attend the AGM
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Persons who
hold H shares of the Company and are registered as holders of the H shares on the register of members maintained by Hong Kong Registrars
Limited at the close of business on 26 May 2017 will be entitled to attend the AGM upon completion of the necessary registration
procedures. Notice will be made to the holders of the A shares of the Company separately.
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3.
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Registration procedures for attending the AGM
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(1)
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Holders of the H shares of the Company shall deliver
their written replies for attending the AGM, copies of transfers or copies of their share certificates or copies of receipts of
share transfers, together with copies of their identity cards or other documents of identity, to the place of business of the
Board Secretarial Office of the Company located at Room 307, China Eastern Airlines Building No. 1 (Next to Terminal One of Shanghai
Hongqiao International Airport), 92 Konggang 3rd Road, Changning District, Shanghai, the PRC (fax no: +86 21 62686116) (for the
attention of the Office of the Secretary of the Board of Directors) from 9:00 a.m. to 4:00 p.m. on 8 June 2017 (if by facsimile)
or between 1 June 2017 to 8 June 2017 (if by post). If proxies are appointed by Shareholders to attend the AGM, they shall, in
addition to the aforementioned documents, deliver the proxy forms and copies of their identity cards or other documents of identity
to the above place of business of the Company.
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(2)
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Shareholders can deliver the necessary documents for
registration to the Company in the following manner: by post or by facsimile.
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(1)
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Shareholders who have the right to attend and vote at
the AGM are entitled to appoint in writing one or more proxies (whether a member of the Company or not) to attend and vote at
the meeting on their behalf.
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(2)
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The instrument appointing a proxy must be duly authorised
in writing by the appointor or his attorney. If that instrument is signed by an attorney of the appointor, the power of attorney
authorising that attorney to sign (or other documents of authorisation) must be notarially certified. For the holders of the H
shares of the Company, the notarially certified power of attorney or other documents of authorisation and proxy forms must be
delivered to Hong Kong Registrars Limited, the Company’s H share registrar not less than 24 hours before the time scheduled
for the holding of the AGM before such documents would be considered valid.
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(3)
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If more than one proxy has been appointed by any Shareholder,
such proxies shall not vote at the same time.
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The AGM is expected to last for
half a day. Shareholders or their proxies attending the AGM shall be responsible for their own accommodation and travel expenses.
The H share
register of members of the Company will be closed from 29 May 2017 to 28 June 2017, both days inclusive, during which period no
transfer of the H shares will be effected. Where applicable, holders of the H shares of the Company intending to attend the AGM
are therefore required to lodge their respective instrument(s) of transfer and the relevant share certificate(s) to the Company’s
H share registrar, Hong Kong Registrars Limited, by 4:30 p.m. on 26 May 2017.
The address
and contact details of Hong Kong Registrars Limited are as follows:
Hong Kong
Registrars Limited
Rooms 1712–1716,
17th Floor, Hopewell Centre
183 Queen’s
Road East
Wanchai
Hong Kong
Telephone:
+852 2862 8628
Fax: +852 2865
0990
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7.
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Abstention from voting
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No person is
required to abstain from voting in respect of any of the resolutions set out in the notice.