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 30, 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.
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
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If you are in any doubt
as to any aspect of this circular or the appropriate course of action, you should consult a stockbroker or other registered
dealer in securities, bank manager, solicitor, professional accountant or other appropriate independent advisers.
If you have sold or transferred
all your shares in China Eastern Airlines Corporation Limited, you should at once hand this circular to the purchaser or the transferee
or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the
purchaser or the transferee.
Hong
Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this
circular, 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 circular.
PROPOSAL FOR
AMENDMENTS
TO THE ARTICLES OF ASSOCIATION
A letter from the Board is
set out on pages 2 to 9 of this circular.
A notice convening the EGM
to 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 PRC at 9:30 a.m. on Frida y, 2 2 December 2017, or any adjournment thereof, has been despatched
by the Company on 3 November 2017. The form of proxy and the reply slip for the EGM has been despatched by the Company on 3 November
2017.
Whether or not you are able
to attend the EGM, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon
as soon as possible and in any event not less than 24 hours before the time appointed for the holding of the EGM (or any adjournment
thereof). Completion and return of the form of proxy will not affect your rights to attend in person and vote at the EGM, should
you so wish. Shareholders who intend to attend the EGM should also complete and return the reply slip in accordance with the instructions
printed thereon.
30 November 2017
In this circular, unless
the context otherwise requires, the following expressions have the following meanings:
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“A Shares”
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means the ordinary shares issued by the Company, with a RMB denominated par value of RMB1.0 each, which are subscribed for and paid up in RMB and are listed on the Shanghai Stock Exchange
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“Articles of Association”
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means the articles of association of the Company, as amended from time to time
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“Board”
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means the board of Directors
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“Company”
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m e a n s 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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“Directors”
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means the directors of the Company
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“EGM”
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means the 2017 second extraordinary general meeting of the Company to 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 PRC at 9:30 a.m. on Friday, 22 December 2017
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“H Shares”
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means the ordinary shares issued by the Company, with a RMB denominated par value of RMB1.0 each, which are subscribed for and paid up in a currency other than RMB and are listed on the Hong Kong Stock Exchange
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“Hong Kong”
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means the 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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“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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“New York Stock Exchange”
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means the New York Stock Exchange
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“Party”
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means the Communist Party of China
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“PRC”
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means the People’s Republic of China
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“RMB”
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means Renminbi, the lawful currency of the PRC
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“Shanghai Stock Exchange”
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means the Shanghai Stock Exchange
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Executive Directors:
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Liu Shaoyong
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(Chairman)
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Ma Xulun
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(Vice Chairman, President)
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Li Yangmin
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(Director, Vice President)
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Xu Zhao
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(Director)
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Gu Jiadan
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(Director)
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Tang Bing
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(Director, Vice President)
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Tian Liuwen
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(Director, Vice President)
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Independent non-executive Directors:
Li Ruoshan
Ma Weihua
Shao Ruiqing
Cai Hong Ping
Legal address:
66 Airport Street
Pudong International Airport
Shanghai
PRC
Head office:
92 Konggang 3rd Road
Changning District
Shanghai
PRC
Principal place of business in Hong Kong:
Unit D, 19/F. United Centre
95 Queensway
Hong Kong
Hong Kong share registrar and transfer office:
Hong Kong Registrars Limited
Rooms 1712–1716, 17th Floor
Hopewell Centre
183 Queen’s Road East
Wanchai
Hong Kong
30 November 2017
To the Shareholders
Dear Sir or Madam,
PROPOSAL FOR
AMENDMENTS TO THE ARTICLES
OF ASSOCIATION
Reference is made to the announcement of the Company
dated 3 November 2017 in relation to, among others, the amendment of the Articles of Association.
The purpose of this circular is to provide
you with the information regarding the resolution to be proposed at the EGM to approve the proposed amendments to certain
articles of the Articles of Association.
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2.
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AMENDMENTS TO THE ARTICLES OF ASSOCIATION
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The resolution on the amendments to certain articles
in the Articles of Association was considered and approved at the 2017 fourth regular meeting of the Board on 29 August 2017. It
was agreed to amend certain articles of the Articles of Association. Such amendments are hereby submitted to the Shareholders for
approval at the EGM:
Set out below are the details of the amendments
to the Articles of Association:
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Revised Articles
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Article 12
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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.
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Existing Articles
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Article 96
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The board of directors is responsible to the Shareholders’ general meeting and exercises the following powers:
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(1)
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to be responsible for the convening of the Shareholders’ general meeting and to report on its work to the Shareholders’ general meeting;
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(2)
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to implement the resolutions of the Shareholders’ general meetings;
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(3)
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to decide on the Company’s business plans and investment plans;
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(4)
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to formulate the Company’s annual preliminary and final financial budgets;
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(5)
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to formulate the Company’s profit distribution plan and plan for making up losses;
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(6)
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to formulate proposals for increases or reductions in the Company’s registered capital and the issue of debentures of the Company;
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(7)
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to draw up plans for the merger, division or dissolution of the Company;
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(8)
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to decide on the establishment of the Company’s internal management structure;
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Revised Articles
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Article 97
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The board of directors is responsible to the Shareholders’ general meeting and exercises the following powers:
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(1)
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to be responsible for the convening of the Shareholders’ general meeting and to report on its work to the Shareholders’ general meeting;
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(2)
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to implement the resolutions of the Shareholders’ general meetings;
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(3)
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to decide on the Company’s business plans and investment plans;
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(4)
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to formulate the Company’s annual preliminary and final financial budgets;
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(5)
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to formulate the Company’s profit distribution plan and plan for making up losses;
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(6)
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to formulate proposals for increases or reductions in the Company’s registered capital and the issue of debentures of the Company;
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(7)
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to draw up plans for the merger, division or dissolution of the Company;
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(8)
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to decide on the establishment of the Company’s internal management structure;
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Existing Articles
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(9)
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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;
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(10)
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to establish the Company’s basic management system;
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(11)
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to formulate any proposals for any amendments of the Company’s articles of association;
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(12)
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to exercise any other powers conferred by the Shareholders’ general meetings.
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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.
Revised Articles
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(9)
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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;
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(10)
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to establish the Company’s basic management system;
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(11)
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to formulate any proposals for any amendments of the Company’s articles of association;
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(12)
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to exercise any other powers conferred by the Shareholders’ general meetings.
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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.
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:
Revised Articles
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(1)
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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.
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(2)
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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.
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(3)
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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.
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Revised Articles
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(4)
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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.
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Notes:
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(1)
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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.
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(2)
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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.
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At the EGM, resolutions will
be proposed to approve, among other matters, the proposed amendments to certain articles of the Articles of Association. To the
best knowledge and belief of the Directors, none of the Shareholders would be required to abstain from voting on the proposed resolutions
at the EGM.
A notice convening the EGM
to 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 PRC at 9:30 a.m. on Frida y, 2 2 December 2017, or any adjournment thereof, has been despatched
by the Company on 3 November 2017. The form of proxy and the reply slip for the EGM has been despatched by the Company on 3 November
2017.
Whether or not you are able
to attend the EGM, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon
as soon as possible and in any event not less than 24 hours before the time appointed for the holding of the EGM (or any adjournment
thereof). Completion and return of the form of proxy will not affect your rights to attend in person and vote at the EGM, should
you so wish. Shareholders who intend to attend the EGM should also complete and return the reply slip in accordance with the instructions
printed thereon.
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4.
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RESPONSIBILITY STATEMENT
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This cir cular, for which the
Dir ectors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing
Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm
that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material
respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein
or this circular misleading.
The Directors consider that
the resolutions to be put forward at the EGM (including the aforesaid proposal for amendments to certain articles of the Articles
of Association) are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend
that the Shareholders to vote in favour of all the resolutions to be proposed at the EGM.
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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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