Report of Foreign Issuer (6-k)
November 30 2017 - 2:58PM
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 November 2017
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.
|
|
|
China Eastern Airlines Corporation Limited
|
|
|
|
(Registrant)
|
|
|
|
|
|
Date
|
November 30, 2017
|
|
By
|
/s/
Wang Jian
|
|
|
|
|
Name: Wang Jian
|
|
|
|
|
Title: Company Secretary
|
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.
SUPPLEMENTAL
ANNOUNCEMENT REGARDING PROPOSED
AMENDMENTS
TO THE ARTICLES OF ASSOCIATION
Reference is made
to the announcement of China Eastern Airlines Corporation Limited (the “
Company
”) dated 3 November 2017 in
relation to, among others, proposed amendments to the articles of association.
According to relevant
requirements, the board of directors (the “
Board
”) of the Company has resolved to propose to the shareholders
of the Company (the “
Shareholders
”) certain amendments to the articles of association of the Company (the “
Articles
of Association
”).
The amendments to
the Articles of Association include the incorporation of overall requirements for Party building works into the Articles of Association,
the establishment of legal status of the Party Committee in the corporate governance structure of the Company and the clarification
of the Party Committee’s working organs, funding and responsibilities. The full text of the proposed amendments to the Articles
of Association is set out in Appendix I to this announcement.
The proposed amendments
to the Article of Association are subject to the approval of the shareholders of the Company by way of special resolutions at
the forthcoming 2017 second extraordinary general meeting to be held on 22 December 2017, and the obtaining of any approval, endorsement
or registration (as applicable) from or with the relevant government authorities in the PRC.
A circular containing,
among other things, details of the proposed amendments to the Articles of Association will be despatched to the Shareholders in
due course.
|
By order
of the Board
|
|
CHINA EASTERN
AIRLINES CORPORATION LIMITED
Wang Jian
|
|
Company Secretary
|
|
Shanghai, the People’s
Republic of China
|
|
30 November 2017
|
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).
Appendix I
|
Proposed
Amendments to the Articles of Association
|
Set out below are the details of the
amendments to the Articles of Association:
Existing Articles
|
Revised Articles
|
|
|
|
Article 12
|
|
|
|
In accordance with the Constitution of the
Party, the Company shall establish Party organizations. The Party Committee at different levels of the Company shall perform
functions in accordance with provisions of the Constitution of the Party. The Company shall set up the working organs of the
Party, and maintain an adequate level of staffing to handle Party affairs as well as sufficient funding necessary for the
activities of the Party organizations.
|
|
|
Article 96
|
Article 97
|
|
|
The board of directors is responsible to the
Shareholders’ general meeting and exercises the following powers:
|
The board of directors is responsible to the
Shareholders’ general meeting and exercises the following powers:
|
|
|
(1) to be responsible for the convening
of the Shareholders’ general meeting and to report on its work to the Shareholders’ general meeting;
(2) to implement the resolutions of the
Shareholders’ general meetings;
(3) to decide on the Company’s business
plans and investment plans;
(4) to formulate the Company’s annual
preliminary and final financial budgets;
(5) to formulate the Company’s profit
distribution plan and plan for making up losses;
|
(1) to be responsible for the convening
of the Shareholders’ general meeting and to report on its work to the Shareholders’ general meeting;
(2) to implement the resolutions of the
Shareholders’ general meetings;
(3) to decide on the Company’s business
plans and investment plans;
(4) to formulate the Company’s annual
preliminary and final financial budgets;
(5) to formulate the Company’s profit
distribution plan and plan for making up losses;
|
Appendix I
|
Proposed
Amendments to the Articles of Association
|
Existing Articles
|
Revised Articles
|
|
|
(6) to formulate proposals for increases
or reductions in the Company’s registered capital and the issue of debentures of the Company;
(7) to draw up plans for the merger, division
or dissolution of the Company;
(8) to decide on the establishment of the
Company’s internal management structure;
(9) to appoint or dismiss the Company’s
general manager, and pursuant to the general manager’s nominations to appoint or dismiss the deputy general manager
and the financial controller of the Company and decide on their remuneration;
(10) to establish the Company’s basic
management system;
(11) to formulate any proposals for any
amendments of the Company’s articles of association;
(12) to exercise any other powers conferred
by the Shareholders’ general meetings.
|
(6) to formulate proposals for increases
or reductions in the Company’s registered capital and the issue of debentures of the Company;
(7) to draw up plans for the merger, division
or dissolution of the Company;
(8) to decide on the establishment of the
Company’s internal management structure;
(9) to appoint or dismiss the Company’s
general manager, and pursuant to the general manager’s nominations to appoint or dismiss the deputy general manager
and the financial controller of the Company and decide on their remuneration;
(10)
to establish the Company’s basic management system;
(11) to formulate any proposals for any
amendments of the Company’s articles of association;
(12)
to exercise any other powers conferred by the Shareholders’ general meetings.
|
|
|
Except the board of directors’ resolutions
in respect of the matters specified in subparagraphs (6), (7) and (11) of this Article which shall be passed by more than
two-thirds of all the directors, the board of directors’ resolutions in respect of all other matters may be passed by
more than one half of all the directors.
|
Except the board of directors’
resolutions in respect of the matters specified in subparagraphs (6), (7) and (11) of this Article which shall be passed by
more than two-thirds of all the directors, the board of directors’ resolutions in respect of all other matters may be
passed by more than one half of all the directors.
|
|
|
|
Prior to making decisions on material issues
of the Company, the board of directors shall seek advice from the Party Committee of the Company in advance.
|
Appendix I
|
Proposed
Amendments to the Articles of Association
|
Existing Articles
|
Revised Articles
|
|
|
|
CHAPTER 15 THE
PARTY COMMITTEE
Article 143
The Company shall
establish the Party Committee. The Party Committee shall be comprised of one secretary and several other members. A deputy
secretary of the Party Committee shall be appointed to take charge of the Party building work.
Eligible members
of the Party Committee are entitled to be admitted to the board of directors of the Company, the supervisory committee,
and the management through legal procedures, and eligible Party members from the board of directors, the supervisory committee,
and the management are entitled to be admitted to the Party Committee in accordance with relevant rules and procedures.
Meanwhile, a disciplinary committee shall be established in accordance with relevant regulations.
Article 144
The Party Committee
of the Company shall perform its duties as required by the internal laws and regulations of the Party such as the Constitution
of the Party:
|
|
(1)
|
To ensure and supervise
the Company’s consistent implementation of guidelines and policies of the Party and the State, implement major strategic
decisions of the Central Committee of the Party and the State Council, as well as the relevant material work arrangement of
the Party Committee of the State-owned Assets Supervision and Administration Commission and the superior Party organizations.
|
Appendix I
|
Proposed
Amendments to the Articles of Association
|
Existing Articles
|
Revised
Articles
|
|
(2)
|
To adhere
to the principle of the Party exercising leadership over cadres, the selection of management with the board of directors of
the Company, and the exercise of power as regards the right of cadres’ appointment by the management in accordance with
laws. The Party Committee shall consider and propose opinions and suggestions on the candidates nominated by the board of
directors or the general manager, or recommend nominees to the board of directors or the general manager. It shall review
the proposed candidates together with the board of directors and propose opinions and suggestions thereon.
|
|
(3)
|
To study
and discuss the material matters regarding the Company’s reform and stable development as well as major issues relating
to the Company’s operation, management and staff’s benefits, and propose opinions and suggestions thereon.
|
|
(4)
|
To assume
main responsibility for enforcing the strict discipline of the Party. Take lead in the Company’s ideological and political
work, the united front work, building of spiritual civilization and corporate culture, as well as the labour union and groups
such as the Communist Youth League. It shall play a leading role in the construction of the Party ’s working style to
uphold anti-corruption and integrity and support the disciplinary committee in fulfilling its supervisory responsibility.
|
Notes:
|
(1)
|
The
amendments to the Articles of Association were originally drafted in Chinese and the English translation is for reference only.
In case of any inconsistencies between the Chinese and the English version, the Chinese version shall prevail.
|
|
(2)
|
After
addition of certain articles in the proposed amendments to the Articles of Association, the subsequent articles shall be re-numbered.
The cross references to the numbering of articles of the original Articles of Association as so amended shall also be revised
accordingly.
|
China Eastern Airlines (NYSE:CEA)
Historical Stock Chart
From Mar 2024 to Apr 2024
China Eastern Airlines (NYSE:CEA)
Historical Stock Chart
From Apr 2023 to Apr 2024