CEA China Eastern Airlines Corp Ltd

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.

"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.

POLL RESULTS OF THE 2016 ANNUAL GENERAL MEETING

AND

AMENDMENTS OF ARTICLES OF ASSOCIATION

Reference is made to the notice dated 12 May 2017 (the “ Notice ”) regarding the 2016 annual general meeting of China Eastern Airlines Corporation Limited (the “ Company ”) held on Wednesday, 28 June 2017 (the “ AGM ”). Terms defined in the Notice shall have the same meanings when used herein unless otherwise specified.

POLL RESULTS OF THE AGM

The AGM was held at Four Season 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 PRC on Wednesday, 28 June 2017. Shareholders representing 10,547,541,172 shares of the Company (the “ Share ”) were present, in person or by proxy, at the AGM. The AGM was validly convened in compliance with the relevant requirements under the Company Law of the PRC and the articles of association of the Company (the “ Articles of Association ”).

There was no Share entitling the Shareholders to attend and abstain from voting in favour as set out in Rule 13.40 of the Rules Governing the Listing of Securities (the “ Listing Rules ”) on The Stock Exchange of Hong Kong Limited (the “ Hong Kong Stock Exchange ”).

Each resolution proposed for approval at the AGM was taken by poll.

Ernst & Young, the auditor of the Company was appointed as the scrutineer for the purpose of vote-taking at the AGM. The poll results in respect of the resolutions proposed for approval at the AGM were set out as follows:

Based on the above poll results, all of the special resolutions were passed by two-thirds or more of votes, and all of the ordinary resolutions were passed by half or more of votes.

PROFITS DISTRIBUTION FOR THE YEAR ENDED 31 DECEMBER 2016 AND CLOSURE OF REGISTER OF MEMBERS

2016 Profit Distribution for the year ended 31 December 2016

Following the approval by the shareholders of the Company at the AGM, the Board is pleased to announce that the Company will distribute a dividend of RMB0.049 per Share (tax inclusive) in cash (the “ Final Cash Dividend ”) for the year ended 31 December 2016. Based on the total share capital of 14,467,585,682 Shares of the Company, the total amount of cash dividend would be approximately RMB708.9 million (tax inclusive). Details of the distribution of 2016 final profits by the Company to holders of H Shares of the Company are set out below:

The Company will pay the Final Cash Dividend of RMB0.049 per Share (equivalent to HK$0.056 per Share) (tax inclusive) for the year ended 31 December 2016. The Final Cash Dividend will be paid to shareholders whose names appear on the register of members of the Company after the close of trading hours of the Hong Kong Stock Exchange on Monday, 10 July 2017.

The Final Cash Dividend payable to the Company’s shareholders shall be denominated and declared in Renminbi. The Final Cash Dividend payable to the holders of A Shares of the Company shall be paid in Renminbi while the Final Cash Dividend payable to the holders of H Shares of the Company shall be paid in Hong Kong dollars. The amount of Hong Kong dollars payable shall be calculated based on the average benchmark exchange rate of Renminbi against Hong Kong dollars announced by the People’s Bank of China for the calendar week prior to the declaration of the Final Cash Dividend at the AGM (RMB0.87477 is equivalent to HK$1.00).

The Company has appointed Bank of China (Hong Kong) Trustees Limited as the receiving agent in Hong Kong (the “ Receiving Agent ”) and will pay to the Receiving Agent the Final Cash Dividend declared for payment to holders of H Shares. The Receiving Agent will pay the Final Cash Dividend on Thursday, 10 August 2017. Relevant cheques will be despatched on the same day to holders of H Shares entitled to receive such dividends by ordinary post and at their own risk. All holders of A Shares registered on China Securities Depository and Clearing Corporation Limited after the close of trading hours of the Shanghai Stock Exchange as at Wednesday, 9 August 2017 will be entitled to receive the Final Cash Dividend. The Final Cash Dividend is expected to be paid to the holders of A Shares on or around Thursday, 10 August 2017.

Closure of Register of Members

In order to determine the holders of H Shares who are entitled to receive the Final Cash Dividend, 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 Final Cash Dividend (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.

Enterprise Income Tax Withholding of Overseas Non-Resident Enterprises

In accordance with the “Enterprise Income Tax Law of the People’s Republic of China” 《( 中 華人 民 共 和 國 企 業 所 得 稅 法》) and the “Rules for the Implementation of the Enterprise Income Tax Law of the People’s Republic of China” 《(中 華 人 民 共 和 國 企 業 所 得 稅 法 實 施條 例》), both implemented on 1 January 2008 and the “Notice of the State Administration of Taxation on Issues Relevant to the Withholding of Enterprise Income Tax on Dividends Paid by PRC Enterprises to Offshore Non-resident Enterprise Holders of H Shares” (Guo Shui Han [2008] No. 897) 《(關 於 中 國 居 民 企 業 向 境 外 H 股非 居 民 企 業 股 東 派 發 股 息 代扣 代繳 企業 所 得 稅 有 關 問 題的 通 知》( 國稅 函 [2008]897 號 )) promulgated on 6 November 2008, the Company is obliged to withhold and pay PRC enterprise income tax on behalf of non-resident enterprise shareholders at a tax rate of 10% when the Company distributes any dividends to non-resident enterprise shareholders whose names appear on the register of members of H Shares of the Company. As such, any H Shares of the Company which are not registered in the name(s) of individual(s) (which, for this purpose, includes Shares registered in the name of HKSCC Nominees Limited, other nominees, trustees, or other organisations or groups) shall be deemed to be H Shares held by non-resident enterprise shareholder(s), and the PRC enterprise income tax shall be withheld from any dividends payable thereon. Non- resident enterprise shareholders may wish to apply for a tax refund (if any) in accordance with the relevant requirements, such as tax treaties (arrangements), upon receipt of any dividends.

If any resident enterprise (as defined in the Enterprise Income Tax Law) listed on the register of members of H Shares of the Company which is duly incorporated in the PRC or under the laws of a foreign country (or a region) but with a PRC-based de facto management body, does not desire the Company to withhold the said 10% enterprise income tax, it shall submit a legal opinion that verifies its resident enterprise status issued by a PRC qualified lawyer (inscribed with the seal of the applicable law firm) to Hong Kong Registrars Limited at Rooms 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong no later than 4:30 p.m. on Tuesday, 4 July 2017. The Company assumes no liability and will not deal with any dispute over income tax withholding triggered by failure to submit proof materials within the stipulated time frame, and holders of H Shares of the Company shall either personally or appoint a representative to attend to the procedures in accordance with the applicable tax regulations and relevant provisions of the People’s Republic of China.

Individual Income Tax Withholding of Overseas Individual Shareholders

Pursuant to the Notice on Matters Concerning the Levy and Administration of Individual Income Tax after the Repeal of Guo Shui [1993] No. 045 (Guo Shui Han [2011] No. 348) 《國 家 稅 務 總 局 關於國 稅 ([1993]045 號文 件 廢 止 後 有 關 個 人 所 得 稅 徵 管 問 題 的 通 知》( 國 稅函 [2011]348 號 )), issued by the State Administration of Taxation of the PRC on 28 June 2011, when non-foreign investment companies of the mainland which are listed in Hong Kong distribute dividends to their shareholders, the individual shareholders in general will be subject to a withholding tax rate of 10% without making any application for the entitlement for the above-mentioned tax rate.

However, the Company is a foreign investment company and, as confirmed by the relevant tax authorities, according to the Circular on Certain Issues Concerning the Policies of Individual Income Tax (Cai Shui [1994] No. 020) (《關 於 個 人 所 得 稅 若 干 政 策 問 題 的 通 知》( 財 稅 [1994]020 號 )) promulgated by the Ministry of Finance and the State Administration of Taxation on 13 May 1994, overseas individuals are, as an interim measure, exempted from the PRC individual income tax for dividends or bonuses received from foreign investment enterprises.

As such, the Company will not withhold and pay the individual income tax on behalf of overseas individual shareholders when the Company distributes the Final Cash Dividend to overseas individual shareholders whose names appear on the register of members of H Shares of the Company.

Profit Distribution to Investors of Northbound Trading

For investors of the Hong Kong Stock Exchange (including enterprises and individuals) investing in the A Shares of the Company listed on the Shanghai Stock Exchange (the “ Northbound Trading ”), their dividends will be distributed in Renminbi by the Company through the Shanghai Branch of China Securities Depository and Clearing Corporation Limited to the account of the nominees holding such Shares. The Company will withhold and pay income taxes at the rate of 10% on behalf of those investors and will report to the tax authorities for the withholding. For investors of Northbound Trading who are tax residents of other countries and whose country of domicile is a country which has entered into a tax treaty with the PRC stipulating a dividend tax rate of lower than 10%, those enterprises and individuals may, or may entrust a withholding agent to, apply to the competent tax authorities of the Company for the entitlement of the rate under such tax treaty. Upon approval by the tax authorities, the paid amount in excess of the tax payable based on the tax rate according to such tax treaty will be refunded.

The Final Cash Dividend to the investors of Northbound Trading is expected to be paid on or around Tuesday, 15 August 2017. The record date and other arrangements for the investors of Northbound Trading will be the same as those for the holder of A Shares of the Company.

Profit Distribution to Investors of Southbound Trading

For investors of the Shanghai Stock Exchange (including enterprises and individuals) investing in the H Shares of the Company listed on the Hong Kong Stock Exchange (the “ Southbound Trading ”), the Company has entered into “the Agreement on Distribution of Cash Dividends of H Shares for Southbound Trading” ( 《港股通 H 股股票現金紅利派發 協 議》) with the Shanghai Branch of China Securities Depository and Clearing Corporation Limited, pursuant to which, the Shanghai Branch of China Securities Depository and Clearing Corporation Limited, as the nominee of the holders of H Shares for Southbound Trading, will receive all cash dividends distributed by the Company and distribute the cash dividends to the relevant investors of H Shares of Southbound Trading through its depositary and clearing system.

The cash dividends for the investors of H shares of Southbound Trading will be paid in Renminbi. Pursuant to the relevant requirements under the “Notice on the Tax Policies Related to the Pilot Program of the Shanghai-Hong Kong Stock Connect” (《關於滬港股票 市場交 易互聯互通機制試點有關稅收政策的通 知》) (Cai Shui [2014] No. 81), for dividends received by domestic individual investors from investing in H shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect, the company of such H shares shall withhold and pay individual income tax at the rate of 20% on behalf of the investors. For dividends received by domestic securities investment funds from investing in shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect, the tax payable shall be the same as that for individual investors. The company of such H shares will not withhold and pay the income tax of dividends for domestic enterprise investors and those domestic enterprise investors shall report and pay the relevant tax themselves.

The Final Cash Dividend is expected to be paid to the investors of Southbound Trading on or around Tuesday, 15 August 2017. The record date and other arrangements for the investors of Southbound Trading will be the same as those for the holders of H Shares of the Company.

Profit Distribution to Investors of Shenzhen–Hong Kong Stock Connect

For investors of the Shenzhen Stock Exchange (including enterprises and individuals) investing in the H Shares of the Company listed on the Hong Kong Stock Exchange (the “ Shenzhen–Hong Kong Stock Connect ”), the Company has distributed the dividends in RMB through the Shanghai Branch of China Securities Depository and Clearing Corporation Limited to the account of the nominee holding such Shares. The Company will withhold income tax at the rate of 20%. Individual investors may, by producing valid tax payment proofs, apply to the competent tax authority of China Securities Depository and Clearing Company Limited for tax credit relating to the withholding tax already paid abroad. For dividends received by domestic securities investment funds from investing in the H shares of the Company through Shenzhen-Hong Kong Stock Connect, the Company will withhold individual income tax in the same way in accordance with the foregoing requirements. For dividends received by domestic investors from investing in the H shares of the Company through Shenzhen-Hong Kong Stock Connect, the Company will not withhold and pay the income tax of dividends for domestic enterprise investors and those domestic enterprise investors shall report and pay the relevant tax themselves.

The Final Cash Dividend to the investors of Shenzhen Southbound Trading is expected to be paid on or around Tuesday, 15 August 2017. The record date and other arrangements for the investors of Shenzhen–Hong Kong Stock Connect will be the same as those for the holders of A Shares of the Company.

All investors are reminded to read this announcement carefully. Shareholders are recommended to consult their taxation advisors regarding PRC, Hong Kong and other tax implications arising from their holding and disposal of H Shares of the Company.

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Reference is made to: (i) the circular of the Company dated 7 June 2017 in relation to, inter alia , proposed amendments to the Articles of Association; and (ii) the Notice. The Board announces that, with effect from 28 June 2017, the Articles of Association has been amended to reflect the provisions as set out in Resolution No. 9 above.

Please refer to the full version of the Articles of Association dated 28 June 2017 published on the website of the Hong Kong Stock Exchange and the Company’s website.

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).