Report of Foreign Issuer (6-k)
September 13 2013 - 6:21AM
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 September 2013
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.
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China Eastern Airlines Corporation Limited
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(Registrant)
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Date
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September 13, 2013
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By
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/s/
Wang Jian
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Name: Wang Jian
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Title: Joint 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.
Hon
g
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.
(a joint stock limited
company incorporated in the People’s Republic of China with limited liability)
(Stock code: 00670)
NOTICE OF EXTRAORDINARY
GENERAL MEETING
NOTICE IS
HEREBY GIVEN THAT
an extraordinary general meeting (the “
EGM
”) of 中國東方航空股份有限公司
(China Eastern Airlines Corporation Limited) (the “
Company
”) will be held at Shanghai International Airport
Hotel (上海國際機場賓館), 2550 Hongqiao Road, Shanghai, the People’s Republic
of China (“
PRC
”) at 9:00a.m. on Tuesday, 29 October 2013 for the purpose of considering the following matters.
Unless otherwise indicated, capitalized terms used in this notice shall have the same meanings as defined in the announcement of
the Company dated 30 August 2013 (the “
Announcement
”). A circular (the “
Circular
”) containing
further information in relation to: (i) the relevant transactions contemplated under the Financial Services Renewal Agreement;
and (ii) the transactions contemplated under the Catering Services Renewal Agreement, as well as other related matters under the
Listing Rules, will be issued by the Company and despatched to its shareholders no later than 26 September 2013.
AS ORDINARY RESOLUTIONS
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1.
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To consider, approve, confirm and ratify a conditional
financial services agreement dated 30 August 2013 (the “
Financial Services Renewal Agreement
”), a copy of which
will be produced to the EGM and initialed by the chairman of the EGM for the purpose of identification, entered into between (i)
the Company; (ii) 東航集團財務有限責任公司 (Eastern Air
Group Finance Company Limited); and (iii) 東航金戎控股有限責任公司
(CES Finance Holding Co. Ltd) and all transactions thereunder and the relevant associated maximum aggregate annual values in relation
to the provision of deposit services and the provision of loan and financing services to the Group as determined pursuant to and
for the purpose of the connected transaction regulatory requirements under the Listing Rules, details of all of which are set
out in the Announcement under the paragraphs headed “Financial Services Renewal Agreement” and to be set out in the
Circular; and to authorise any director of the Company or his/her authorised person(s) to sign all such documents and/or do all
such things and acts as he/she may consider necessary or expedient and in the interest of the Company for the purpose of effecting
or otherwise in connection with all transactions under the Financial Services Renewal Agreement or any matter incidental thereto.
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2.
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To consider, approve, confirm and ratify a conditional
catering services agreement dated 30 August 2013 (the “
Catering Services Renewal Agreement
”) regarding the
provision of catering services to the Group, a copy of which will be produced to the EGM and initialed by the chairman of the
EGM for the purpose of identification, entered into between the Company and 東方航空食品投資有限公司
(Eastern Air Catering Investment Co. Ltd.) and all transactions thereunder and the relevant associated maximum aggregate annual
values in relation to the provision of catering services to the Group as determined pursuant to and for the purpose of the connected
transaction regulatory requirements under the Listing Rules, details of all of which are set out in the Announcement under the
paragraphs headed “Catering Services Renewal Agreement” and to be set out in the Circular; and to authorise any director
of the Company or his/ her authorised person(s) to sign all such documents and/or do all such things and acts as he/she may consider
necessary or expedient and in the interest of the Company for the purpose of effecting or otherwise in connection with all transactions
relating to the Catering Services Renewal Agreement or any matter incidental thereto.
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By order of the board of directors
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CHINA EASTERN
AIRLINES CORPORATION LIMITED
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Wang Jian
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Joint Company Secretary
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The directors of the
Company, as at the date hereof, are:
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Liu Shaoyong
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(Chairman)
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Ma Xulun
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(Director, 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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Li Yangmin
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(Director, Vice President)
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Tang Bing
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(Director, Vice President)
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Sandy Ke-Yaw Liu
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(Independent non-executive Director)
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Ji Weidong
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(Independent non-executive Director)
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Shao Ruiqing
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(Independent non-executive Director)
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Li Ruoshan
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(Independent non-executive Director)
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Shanghai, the PRC
13 September 2013
Notes:
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1
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Persons entitled to attend the EGM
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Persons who
hold H shares of the Company and are registered as holders of the H shares on the register of members maintained by Hong Kong Registrars
Limited at the close of business on Friday, 27 September 2013 will be entitled to attend the EGM upon completion of the necessary
registration procedures. Notice will be made to the holders of the A shares of the Company separately.
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2
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Registration procedures for attending the EGM
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(i)
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Holders of H shares of the Company shall deliver their
attendance slips for attending the EGM, copies of transfers or copies of their share certificates or copies of receipts of share
transfers, together with copies of their identity cards or other documents of identity, to the Company at its place of business
located at 2550 Hongqiao Road, Shanghai, the PRC (fax no: +86 21 62686116) (for the attention of the Office of the Secretary of
the Board of Directors) from 9:00 a.m. to 4:00 p.m. on Wednesday, 9 October 2013 (if by facsimile) or between Wednesday, 2 October
2013 to Wednesday, 9 October 2013 (if by post). If proxies are appointed by shareholders of the Company (the “
Shareholders
”)
to attend the EGM, they shall, in addition to the aforementioned documents, deliver the proxy forms and copies of their identity
cards or other documents of identity to the above place of business of the Company.
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(ii)
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Shareholders can deliver the necessary documents for
registration to the Company in the following manner: by post or by facsimile.
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(i)
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Shareholders who have the right to attend and vote at
the EGM are entitled to appoint in writing one or more proxies (whether a member of the Company or not) to attend and vote at
the meeting on their behalf.
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(ii)
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The instrument appointing a proxy must be duly authorized
in writing by the appointor or his attorney. If that instrument is signed by an attorney of the appointor, the power of attorney
authorising that attorney to sign (or other documents of authorisation) must be notarially certified. For the holders of H shares
of the Company, the notarially certified power of attorney or other documents of authorisation and proxy forms must be delivered
to Hong Kong Registrars Limited, the Company’s H share registrar, not less than 24 hours before the time scheduled for the
holding of the EGM in order for such documents to be considered valid.
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(iii)
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If more than one proxy has been appointed by any Shareholder,
such proxies shall not vote at the same time.
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The EGM is expected to last for half
a day. Shareholders or their proxies attending the EGM shall be responsible for their own accommodation and travel expenses.
The H share
register of members of the Company will be closed from Sunday, 29 September 2013 to Tuesday, 29 October 2013, both days inclusive,
during which period no transfer of the H shares will be effected. Where applicable, holders of H shares of the Company intending
to attend the EGM are therefore required to lodge their respective instrument(s) of transfer and the relevant share certificate(s)
to the Company’s H share registrar, Hong Kong Registrars Limited, by 4:30 p.m. on Friday, 27 September 2013.
The address
and contact details of Hong Kong Registrars Limited are as follows:
Hong Kong
Registrars Limited
Rooms 1712–1716,
17th Floor, Hopewell Centre
183 Queen’s
Road East
Wanchai
Hong Kong
Telephone: +852
2862 8628
Fax: +852 2865
0990
CEA Holding
and its associates (if any) will abstain from voting in respect of resolutions nos. 1 and 2.
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