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.

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed “Definitions” of this circular.

A letter from the Board is set out on pages 3 to 9 of this Circular.

A notice dated 22 December 2017 convening the EGM to be held at Four Seasons Hall, 2/F., Shanghai International Airport Hotel , No. 368 Yingbin (1) Road, Shanghai at 9:30 a.m. on Thursday, 8 February 2018, or any adjournment thereof, has been despatched by the Company together with the Old Proxy Form and the reply slip for the EGM. The Supplemental Notice of EGM setting out the additional resolutions to be approved at the EGM and the New Proxy Forms are set out on pages 10 to 12 of this Circular and have been despatched on 22 January 2018. They are also published on the website of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.ceair.com).

Whether or not you are able to attend the EGM, you are requested to complete and return the New Proxy Form 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 New Proxy Form 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 which has been despatched on 23 December 2017 in accordance with the instructions printed thereon.

22 January 2018

TABLE OF CONTENT

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

“A Shares”		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
“Articles of Association”		means the articles of association of the Company, as amended from time to time
“Board”		means the board of Directors
“Company”		means (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
“Directors”		means the directors of the Company
“EGM”		means the 2018 first extraordinary general meeting of the Company to be held at Four Seasons Hall, 2/F., Shanghai International Airport Hotel   , No. 368 Yingbin (1) Road, Shanghai, the PRC at 9:30 a.m. on Thursday, 8 February 2018
“H Shares”		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
“Hong Kong”		means the Hong Kong Special Administrative Region of the People’s Republic of China
“Hong Kong Stock Exchange”		means The Stock Exchange of Hong Kong Limited
“Listing Rules”		means The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
“New Proxy Form”		means the new proxy form for the EGM despatched to the Shareholders on 22 January 2018
“New York Stock Exchange”		means the New York Stock Exchange
“Notice of EGM”		means the notice of EGM dated 22 Decmber 2017
“Old Proxy Form”		means the old proxy form for the EGM despatched to the Shareholders
“PRC”		means the People’s Republic of China

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LETTER FROM THE BOARD

Dear Sir or Madam,

PROPOSAL FOR AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated 19 January 2018 in relation to, among other things, the proposed amendments to the Articles of Association.

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LETTER FROM THE BOARD

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.

The resolutions on the proposed amendments to certain articles of the Articles of Association was considered and approved at the eleventh regular meeting of the eighth session of the Board held on 19 January 2018. Such amendments are hereby submitted to the Shareholders for consideration and approval at the EGM:

Set out below are the details of the proposed amendments to the Articles of Association:

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Notes:

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LETTER FROM THE BOARD

The EGM

The EGM will be held at Four Seasons Hall, 2/F., Shanghai International Airport Hotel   , No. 368 Yingbin (1) Road, Shanghai, the PRC at 9:30 a.m. on Thursday, 8 February 2018, or any adjournment thereof. At the EGM, resolutions will be proposed for the Shareholders to consider and, if thought fit, 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 will be required to abstain from voting on the proposed additional resolutions at the EGM. Please refer to the Supplemental Notice of EGM enclosed in this circular and the announcement of the Company dated 19 January 2018 for details regarding the additional resolutions.

New Proxy Form

Since the Old Proxy Form sent together with the Notice of EGM does not contain the newly added resolution(s) as set out in the Supplemental Notice of EGM to be approved at the EGM, a New Proxy Form for the EGM has been prepared and is enclosed with the Supplemental Notice of EGM.

You are requested to complete and return the New Proxy Form in accordance with the instructions printed thereon to Hong Kong Registrars Limited at Rooms 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not later than 24 hours before the time appointed for holding the EGM or any adjournment thereof (the “ Closing Time ”).

A Shareholder who has not yet lodged the Old Proxy Form with the Company’s registrar is requested to lodge the New Proxy Form if he or she wishes to appoint proxies to attend the EGM on his or her behalf. In this case, the Old Proxy Form should not be lodged with the Company’s registrar.

A Shareholder who has already lodged the Old Proxy Form with the Company’s registrar should note that:

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LETTER FROM THE BOARD

Accordingly, Shareholders are advised not to lodge the New Proxy Form after the Closing Time. If such Shareholders wish to vote at the EGM, they will have to attend in person and vote at the EGM themselves. Shareholders are reminded that completion and delivery of the Old Proxy Form and/or the New Proxy Form will not preclude Shareholders from attending and voting in person at the EGM or at any adjournment thereof should they so wish.

This circular, for which the Directors 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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SUPPLEMENTAL NOTICE OF EGM

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 NOTICE OF

2018 FIRST EXTRAORDINARY GENERAL MEETING

Reference is made to: (i) the notice (the “ Notice ”) of the 2018 first extraordinary general meeting (“ EGM ”) dated 22 December 2017 which sets out the time and venue of the EGM and the resolutions (the “ Original Resolutions ”, each an “ Original Resolution ”) to be proposed before the EGM for approval by the Shareholders; (ii) the announcements of the Company dated 22 December 2017 and 19 January 2018; and (iii) the circulars of the Company dated 18 January 2018 and 22 January 2018. Unless otherwise defined herein, capitalised terms shall have the same meaning as those defined in the aforesaid announcements and circulars.

Subsequent to the despatch of the Notice, the Company received on 19 January 2018 from CEA Holding, the controlling Shareholder, a notice of its intention to propose four additional resolutions for consideration and approval at the EGM.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN THAT , in addition to the Original Resolutions, the following resolutions (the “ New Resolutions ”) will be included in the Notice as four newly added resolutions number 3, 4, 5 and 6 for approval by Shareholders by way of special resolution at the EGM. Save for the above, all information and contents set out in the Notice remain unchanged.

SPECIAL RESOLUTIONS

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SUPPLEMENTAL NOTICE OF EGM

NEW PROXY FORM

Since the Old Proxy Form sent together with the Notice does not contain the newly added resolution(s) as set out in this supplemental notice to be approved at the EGM, a New Proxy Form has been prepared and is enclosed with this supplemental notice.

You are requested to complete and return the New Proxy Form in accordance with the instructions printed thereon to Hong Kong Registrars Limited at Rooms 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not later than 24 hours before the time appointed for holding the EGM or any adjournment thereof (the “ Closing Time ”).

A Shareholder who has not yet lodged the Old Proxy Form with the Company’s registrar is requested to lodge the New Proxy Form if he or she wishes to appoint proxies to attend the EGM on his or her behalf. In this case, the Old Proxy Form should not be lodged with the Company’s registrar.

A Shareholder who has already lodged the Old Proxy Form with the Company’s registrar should note that:

Accordingly, Shareholders are advised not to lodge the New Proxy Form after the Closing Time. If such Shareholders wish to vote at the EGM, they will have to attend in person and vote at the EGM themselves. Shareholders are reminded that completion and delivery of the Old Proxy Form and/or the New Proxy Form will not preclude Shareholders from attending and voting in person at the EGM or at any adjournment thereof should they so wish.

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SUPPLEMENTAL NOTICE OF EGM

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).

Note:

Abstention from voting

No shareholder of the Company will be required to abstain from voting on the additional resolutions nos. 3 to 6.

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