CEA China Eastern Airlines Corp Ltd

/s/ Wang Jian

(A joint stock limited company incorporated in the People’s Republic of China with limited liability)

The Chairman and the Vice-chairman shall be elected and removed by more than one half of all the members of the board of directors. The term of office of each of the chairman and the Vice-chairman is three (3) years, renewable upon re-election.

The Shareholders’ general meeting may by ordinary resolution remove any director before the expiration of his term of office (but without prejudice to such director’s right to claim damages based on any contract) on the condition that all the relevant laws and administrative regulations are fully complied with. The Directors shall not be required to hold shares of the Company.

5   

(1)   any substantial shareholders or actual controlling person of the Company; or

(1)   any substantial shareholders or actual controlling person of the Company; or

(2)   any interested entity or individual of the Company or any of its substantial shareholders or actual controlling persons.

(2)   any interested entity or individual of the Company or any of its substantial shareholders or actual controlling persons.

(1)   to decide on the Company’s operational policies and investment plans;

(1)   to decide on the Company’s operational policies and investment plans;

(2)   to elect and replace directors and decide on matters relating to the remuneration of directors;

(2)   to elect and replace directors (excluding employee representative directors) and decide on matters relating to the remuneration of directors;

(3)   to elect and replace the supervisors who are representatives of shareholders and decide on matters relating to the remuneration of supervisors;

(3)   to elect and replace the supervisors who are representatives of shareholders and decide on matters relating to the remuneration of supervisors;

(4)   to examine and approve reports of the board of directors;

(4)   to examine and approve reports of the board of directors;

(5)   to examine and approve reports of the supervisory committee;

(5)   to examine and approve reports of the supervisory committee;

(6)   to examine and approve the Company’s proposed annual preliminary and final financial budgets;

(6)   to examine and approve the Company’s proposed annual preliminary and final financial budgets;

(7)   to examine and approve the Company’s profit distribution plans and loss recovery plans;

(7)   to examine and approve the Company’s profit distribution plans and loss recovery plans;

(8)   to decide on increases or reductions in the Company’s registered capital;

(8)   to decide on increases or reductions in the Company’s registered capital;

(9)   to decide on matters such as merger, division, change in company form, dissolution and liquidation of the Company;

(9)   to decide on matters such as merger, division, change in company form, dissolution and liquidation of the Company;

(10)  to decide on the issue of debentures by the Company;

(10)  to decide on the issue of debentures by the Company;

(11)  to determine on matters of external guarantees in accordance with relevant provisions of the Articles of Association;

(11)  to determine on matters of external guarantees in accordance with relevant provisions of the Articles of Association;

(12)  to decide on the appointment, dismissal and disengagement of accounting firms of the Company;

(12)  to decide on the appointment, dismissal and disengagement of accounting firms of the Company;

(13)  to amend the Articles of Association;

(13)  to amend the Articles of Association;

(14)  to examine and approve any change in the use of funds raised;

(14)  to examine and approve any change in the use of funds raised;

(15)  to consider share option scheme;

(15)  to consider share option scheme;

(16)  to examine proposals raised by shareholders who represent 3 percent or more of the total shares of the Company carrying the right to vote;

(16)  to examine proposals raised by shareholders who represent 3 percent or more of the total shares of the Company carrying the right to vote;

(17)  to examine and approve the Company’s major acquisition, disposal, and replacement of assets (the standards shall be fixed in accordance with the rules of the stock exchange of the listing place);

(17)  to examine and approve the Company’s major acquisition, disposal, and replacement of assets (the standards shall be fixed in accordance with the rules of the stock exchange of the listing place);

(18)  to approve matters of the Company’s external guarantees;

(18)  to approve matters of the Company’s external guarantees;

(19)  to decide on other matters which need to be resolved by the shareholders’ general meeting according to relevant laws, administrative regulations and provisions of the Articles of Association.

(19)  to decide on other matters which need to be resolved by the shareholders’ general meeting according to relevant laws, administrative regulations and provisions of the Articles of Association.

3    Article 28 After publication of the notice for shareholders’ general meeting in relation to directors and supervisors election by the Company, shareholders who hold or jointly hold 3% or more of the voting shares of the Company can propose candidates for director and supervisor before the shareholders’ general meeting, and submit to shareholders’ general meeting for consideration after the board of directors’ consideration and approval according to the procedure of revising proposals of shareholders’ general meeting.

Article 28 After publication of the notice for shareholders’ general meeting in relation to directors (excluding employee representative directors) and supervisors election by the Company, shareholders who hold or jointly hold 3% or more of the voting shares of the Company can propose candidates for director (excluding employee representative director) and supervisor before the shareholders’ general meeting, and submit to shareholders’ general meeting for consideration after the board of directors’ consideration and approval according to the procedure of revising proposals of shareholders’ general meeting.

4    Article 52 Directors will be elected at shareholders’ general meetings through cumulative voting. When directors are elected through cumulative voting at shareholders’ general meetings, the number of total votes that a shareholder of the Company can exercise is the product of the number of shares held by such shareholder, and the number of directors to be elected. A shareholder of the Company can give all his or her votes to one director candidate or divide his or her votes among several director candidates. Directors are elected at shareholders’ general meetings based on the number of votes the director candidates receive.

Article 52 Directors (excluding employee representative directors) will be elected at shareholders’ general meetings through cumulative voting. When directors are elected through cumulative voting at shareholders’ general meetings, the number of total votes that a shareholder of the Company can exercise is the product of the number of shares held by such shareholder, and the number of directors to be elected. A shareholder of the Company can give all his or her votes to one director candidate or divide his or her votes among several director candidates. Directors are elected at shareholders’ general meetings based on the number of votes the director candidates receive.

5    Article 63 If the proposal with respect to election of directors or supervisors is approved at the shareholders’ general meeting, the terms of office of the new director or supervisor is subject to the provisions of the Articles of Association.

Article 63 If the proposal with respect to election of directors (excluding employee representative directors) or supervisors is approved at the shareholders’ general meeting, the terms of office of the new director or supervisor is subject to the provisions of the Articles of Association.