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 December 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

December 26, 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.

 

 

POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING HELD ON 22 DECEMBER 2017

AND

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

 

The Board hereby announces the poll results of the EGM held in Shanghai, the PRC on Friday, 22 December 2017.

 

Reference is made to the notice dated 3 November 2017 (the “ Notice ”) regarding the 2017 second extraordinary general meeting of China Eastern Airlines Corporation Limited (the “ Company ”) held on Friday, 22 December 2017 (the “ EGM ”). Terms defined in the Notice shall have the same meanings when used herein unless otherwise specified.

 

POLL RESULTS OF THE EGM

 

The EGM 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 Friday, 22 December 2017. Shareholders representing 10,616,107,481 shares of the Company (the “ Share ”) were present, in person or by proxy, at the EGM. The EGM 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 EGM was taken by poll.

 

  - 1 -  

 

 

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

 

      Total number of shares represented by votes
(Approximate % *)
 
      For       Against       Abstain  
SPECIAL RESOLUTIONS
1.             To consider and approve the resolution in relation to the proposed amendments to certain articles of the Articles of Association.     10,433,079,042
(98.2760
)%     149,086,339
(1.4043
)%     33,939,600
(0.3197
)%
2.             To consider and approve the resolution in relation to the proposed amendments to certain rules of the rules for the board of directors of the Company.     10,433,049,142
(98.2757
)%     149,118,739
(1.4046
)%     33,939,600
(0.3197
)%

 

* The percentage of voting is based on the total number of Shares held by Shareholders present, in person or by proxy, at the EGM and entitled to vote in respect of the relevant resolution.

 

Based on the above poll results, all of the special resolutions were passed.

 

Note: The poll results were subject to scrutiny by Ernst & Young, whose work was limited to certain agreed procedures requested by the Company to compare the poll results summary prepared by the Company to poll forms collected and provided by the Company to Ernst & Young. The work performed by Ernst &Young in this respect did not constitute an assurance engagement in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the Hong Kong Institute of Certified Public Accountants nor did it include provision of any assurance on matters of legal interpretation or entitlement to vote.

 

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

 

Reference is made to: (i) the supplemental announcement of the Company dated 30 November 2017; (ii) the circular of the Company dated 30 November 2017 in relation to, inter alia, proposed amendments to the Articles of Association; and (iii) the Notice. The Board announces that, with effect from 22 December 2017, the Articles of Association has been amended to reflect the provisions as set out in Resolution No. 1 above.

 

  - 2 -  

 

 

Please refer to the full version of the Articles of Association dated 22 December 2017 published on the website of the Hong Kong Stock Exchange and the Company’s website.

 

  By order of the Board
  CHINA EASTERN AIRLINES CORPORATION LIMITED
  Wang Jian
  Company Secretary
  Shanghai, the People’s Republic of China
  22 December 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).

 

  - 3 -  

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