Report of Foreign Issuer (6-k)
January 02 2020 - 6:32AM
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 January 2020
Commission File Number: 001-14550
China Eastern Airlines Corporation Limited
(Translation of Registrants name into English)
Board
Secretariats Office
5/F, Block A2, Northern District, CEA Building
36 Hongxiang 3rd Road, Minhang District
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:
☒ 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 ☒ 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 January 2, 2020
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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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2
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 Companys filings with the U.S. Securities and Exchange Commission. The forward-looking statements included in this announcement represent the Companys views as of the date of this
announcement. While the Company anticipates that subsequent events and developments may cause the Companys 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 Companys views as of any date subsequent to the date of this announcement.
3
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.
OVERSEAS REGULATORY ANNOUNCEMENT
ANNOUNCEMENT ON THE PROVISION OF GUARANTEE FOR
SOME SUBSIDIARIES
This overseas regulatory announcement is made pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited.
The Company and all members of the Board warrant that the information set out in
this announcement is true, accurate and complete and no false information, misleading statements or material omissions are contained herein.
IMPORTANT NOTICE
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Name of guaranteed party
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Debt asset
ratio (%)
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Amount of
guarantee
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Balance of
guarantee
actually
provided
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Availability
of counter
guarantee
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Guarantor
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China United Airlines Co., Ltd. (China United Airlines)
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64.54
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%
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The aggregate
maximum
limit being
RMB1 billion
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Guarantee
not provided
previously
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China Eastern
Airlines Corporation
Limited (the
Company)
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Shanghai Eastern Flight
Training Co., Ltd. (Shanghai Flight Training)
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32.29
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%
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Guarantee
not provided
previously
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No
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China Eastern Airlines
Technology Co., Ltd. (Eastern Technology)
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45.33
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%
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Guarantee
not provided
previously
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Aggregate amount of overdue external guarantee: nil
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1
I.
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OVERVIEW OF THE GUARANTEE
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On 31 December 2019, the resolution regarding the provision of guarantee by the Company for some of its wholly-owned subsidiaries was
considered and approved at the first ordinary meeting of the ninth session of the board of directors of the Company (the Board), pursuant to which it was agreed that the Company shall provide guarantee in the total amount of up to
RMB1 billion to its three wholly-owned subsidiaries, namely China United Airlines, Shanghai Flight Training and Eastern Technology, or their respective wholly-owned subsidiaries.
II.
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BASIC INFORMATION OF THE GUARANTEED PARTIES
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(I)
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China United Airlines Co., Ltd.
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1.
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Registered address: Court 1, Western Zone, 6 Jingbei East Road, Fengtai District, Beijing;
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2.
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Legal representative: Feng Dehua;
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3.
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Registered capital: RMB1,320 million;
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4.
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Business scope: domestic (including Hong Kong, Macau and Taiwan) air passenger and cargo transportation
business; international air passenger and cargo transportation business to the nearby countries; agency services among airlines companies; the service business in relation to air transportation operations; sales of
pre-packaged food (including refrigerated and frozen food); retail of souvenir and items for aviation services; to place both domestic and overseas advertisements on its own media and the agency of advertising
business of its branches; ticketing services; warehousing services; corporate management consulting; investment management and asset management; design, production, agency advertising; sales of art pieces, cosmetics, hygiene products, clothing,
footwear and bags, cultural items, computers, software and auxiliary equipment, electronic products, household appliances, and jewelry; automobile rental (excluding passenger vehicles with more than 9 seats);
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5.
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100% equity interests in China United Airlines are held by the Company;
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6.
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Financial position of the most recent year and period:
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Unit: RMB
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As of
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31 December 2018
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30 September 2019
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Total assets
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12,473,699,168
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15,846,176,507
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Net assets
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4,133,664,838
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4,845,435,310
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Total liabilities
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8,340,034,330
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11,290,334,262
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Current liabilities
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4,545,172,746
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3,531,934,388
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2
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For the period from
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January to
December 2018
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January to
September 2019
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Revenue
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5,659,583,567
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4,579,487,642
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Net profit
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882,480,661
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631,201,853
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(II)
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Shanghai Eastern Flight Training Co., Ltd.
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1.
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Registered address: No. 518, Fasai Road, China (Shanghai) Pilot Free Trade Zone;
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2.
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Legal representative: Shi Fukang;
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3.
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Registered capital: RMB693.80 million;
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4.
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Business scope: provision of training for pilots and other flight-related crew, import and export of cargo and
technology, leasing of self-owned properties as well as maintenance and research and development of aviation equipment, consultation of aviation industry knowhow (other than training), development and sales of computer software, conference services,
leasing of self-owned equipment (other than financial leasing), and sales of flight simulator and components;
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5.
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100% equity interests in Shanghai Flight Training are held by the Company;
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6.
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Financial position of the most recent year and period:
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Unit: RMB
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As of
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31 December 2018
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30 September 2019
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Total assets
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2,237,260,794
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2,196,334,848
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Net assets
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1,249,836,589
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1,461,331,985
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Total liabilities
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987,424,205
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735,002,863
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Current liabilities
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641,235,387
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405,808,886
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For the period from
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January to
December 2018
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January to
September 2019
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Revenue
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874,570,390
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514,248,345
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Net profit
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396,713,095
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211,495,396
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(III)
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China Eastern Airlines Technology Co., Ltd.
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1.
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Registered address: No. 277, Kong Gang San Road, Hongqiao Airport, Changning District, Shanghai;
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2.
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Legal representative: Feng Liang;
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3.
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Registered capital: RMB4,300 million;
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3
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4.
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Business scope: Engineering services, aviation parts supply chain management, consultation, agency and
investment business related to maintenance of aircraft, measurement services, product characteristic and property inspection services, maintenance and repair of aircraft/airframe, power devices, and aircraft components other than complete
engine/propeller, as well as special-purpose operations; provision of training on civil aviation aircraft and repairing of civil aviation aircraft components, real estate leasing operation, and import and export of cargo and technology;
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5.
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100% equity interests in Eastern Technology are held by the Company;
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6.
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Financial position of the most recent year and period:
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Unit: RMB
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As of
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31 December 2018
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30 September 2019
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Total assets
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5,702,287,880
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7,892,067,174
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Net assets
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3,938,928,878
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4,088,990,143
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Total liabilities
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1,763,359,001
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3,803,077,031
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Current liabilities
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1,341,921,001
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3,303,570,341
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For the period from
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January to
December 2018
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January to
September 2019
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Revenue
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770,763,072
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6,170,515,850
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Net profit
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-62,484,600
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150,061,265
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III.
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PARTICULARS OF THE GUARANTEE
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Name of guaranteed party
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Amount of guarantee
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Type of
guarantee
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Method of
guarantee
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Term of guarantee
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Use
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China United Airlines
Shanghai Flight Training
Eastern Technology
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The aggregate maximum limit being RMB1 billion
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Credit guarantee
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Joint liability guarantee
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Same as the period of the subject obligations of the respective guaranteed parties and shall not exceed 10 years
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Capital requirements in daily operations, transformation and development
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4
In recent years, as there has been an expansion in the business scale of the Companys subsidiaries, transformation of China United
Airlines to becoming a low-cost airline, and the innovation in asset management approach by Eastern Technology which promoted the transformation of protective assets to operational assets, the capital
expenditure of each of the Companys subsidiaries has increased. Given the Companys thorough understanding of the operating status, credit standing and debt servicing capability of its subsidiaries, and recognition that their financial
risk is under control, the guarantee provided by the Company for its subsidiaries would further enhance the credit standing of its subsidiaries, reduce the finance cost and also secure the facilities required for their production and operation,
reform and transformation to facilitate their sustainable and healthy development, thereby uplifting the overall operating level of the Company.
In view of the above, the Board agreed that: the Company shall provide, within the period from the effective date of the resolution to 31
December 2020, guarantee in the total amount of up to RMB1 billion to three wholly-owned subsidiaries, namely China United Airlines, Shanghai Flight Training and Eastern Technology, or their respective wholly- owned subsidiaries. Where the
subject obligations are denominated in foreign currencies, the amounts shall be translated into Renminbi at the exchange rates prevailing at the time of provision of the guarantee. The period of guarantee shall be the same as the period of the
subject obligations of the respective guaranteed parties and shall not exceed 10 years. The president of the Company shall be authorized to take charge of the detailed implementation thereof, and the implementation progress shall be reported to the
Board.
After prior review, the independent non-executive directors of the Company agreed to the
Companys provision of guarantee for its subsidiaries and to putting forward the relevant resolution to the Board for its consideration and approval. The independent opinions issued by the independent
non-executive directors are as follows: the Companys provision of guarantee for its subsidiaries would be beneficial in enhancing the credit standing of the guaranteed parties and securing the facilities
required for their production and operation to facilitate their sustainable and healthy development, and therefore be in the interest of the Company and its shareholders as a whole.
The Boards resolution regarding the provision of guarantee by the Company for some of its subsidiaries has been approved by more than two-thirds of the directors of the Company present in the meeting, in addition to the consent granted by more than half of all directors of the Company. The voting procedures of the meeting complied with laws and
regulations, the articles of association of the Company and the rules for procedures of meeting of the Board.
5
V.
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AGGREGATE AMOUNT OF EXTERNAL GUARANTEES AND OVERDUE GUARANTEES
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As of the date of this announcement, the Companys external guarantees are for its wholly-owned subsidiaries, including
SGD0.5 billion (being a guarantee for the issuance of SGD-denominated bonds), KRW300 billion (being a guarantee for the issuance of KRW-denominated bonds) and
RMB2.2 billion, and the aforesaid are in aggregate equivalent to approximately RMB6.527 billion. Such amount in aggregate represents 11% of the latest audited net assets of the Company. There is no overdue guarantee of the Company.
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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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Shanghai, the Peoples Republic of China
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31 December 2019
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As at the date of this announcement, the directors of the Company include Liu Shaoyong (Chairman), Li Yangmin (Vice
Chairman), Tang Bing (Director), Wang Junjin (Director), Lin Wanli (Independent non-executive Director), Shao Ruiqing (Independent non-executive Director), Cai Hongping
(Independent non-executive Director), Dong Xuebo (Independent non- executive Director) and Yuan Jun (Employee Representative Director).
6
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