Report of Foreign Issuer (6-k)
April 29 2015 - 5:11PM
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 April 2015
Commission File
Number: 001-14550
China
Eastern Airlines Corporation Limited
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(Translation
of Registrant’s name into English)
Board Secretariat’s
Office
Kong Gang San
Lu, Number 88
Shanghai, China
200335
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(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 |
April 29, 2015 |
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By |
/s/ Wang
Jian |
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Name: Wang Jian |
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Title: Joint 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.
(A
joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock
code: 00670)
Proxy
Form for the 2014 Annual General Meeting
I/We ____________________________________________________________________________________
(Note 1), “H” Shares shareholder account number (if applicable): _______________________________________________
, address: _________________________________________________________________________________ (Note 1),
hold ________________________________ “H” Shares (Note 2) of China Eastern Airlines Corporation
Limited (the “Company”) and hereby appoint the chairman of the AGM or Mr./Ms. _______________________________
of address: ___________________________________________________________________________________ (Note 3),
to represent me/us to attend the AGM to be held at Four Seasons 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 People’s Republic of China (“PRC”), at 9:30 a.m. on Tuesday,
16 June 2015 and any adjournment thereof (the “AGM”) and vote on behalf of me/us according to the following
instructions upon the proposed resolutions as listed in the Company’s notice of the AGM (the “Notice”).
In the absence of any instruction on any particular matter, the proxy shall exercise his/her discretion as to whether, and if
so how, he/she votes.
| Note: | Shareholders
should read the contents of the relevant resolutions contained in the Notice carefully
before exercising your vote on the below resolutions. Capitalised terms defined herein
should have the same meaning as ascribed to them in the Notice. |
RESOLUTIONS |
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AGREE
(Note 4) |
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DISAGREE
(Note 4) |
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ABSTAIN
(Note 4) |
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1. |
Ordinary
Resolution: “THAT, to consider and approve the report of the board of directors of the Company (the “Board”)
for the year 2014.” |
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2. |
Ordinary
Resolution: “THAT, to consider and approve the report of the supervisory committee of the Company (the “Supervisory
Committee”) for the year 2014.” |
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3. |
Ordinary
Resolution: “THAT, to consider and approve the financial reports of the Company for the year 2014.” |
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4. |
Ordinary
Resolution: “THAT, to consider and approve the Company’s profit distribution proposal for the year 2014.” |
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5. |
Ordinary
Resolution: “THAT, to consider and approve the appointment of the Company’s PRC domestic auditors and international
auditors for financial reporting for the year 2015, and to authorise the Board to determine their remuneration.” |
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6. |
Ordinary
Resolution: “THAT, to consider and approve the appointment of the Company’s auditors for internal control
for the year 2015, and to authorise the Board to determine their remuneration.” |
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7. |
Special Resolution:
“THAT, to consider and approve the resolution on granting of a general mandate to the Board to issue bonds: |
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It was agreed
that the Board be and is hereby granted a general and unconditional mandate to issue debt instruments in one tranche or multiple
tranches, within the cap amount of issuance stipulated under applicable laws: |
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(1) |
Debt instruments
shall include but not be limited to corporate bonds, super short-term commercial paper, short-term commercial paper, mid-term
notes, offshore Renminbi bonds or US dollar bonds. However, bonds to be issued or debt instruments to be issued under this
mandate shall not include bonds which are convertible into shares of the Company. |
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(2) |
Issuer: The Company and/or
its wholly or non -wholly owned subsidiaries. The exact issuer shall be determined by the Board based on the needs in the
particular issuance. |
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(3) |
Issue size: Debt instruments
shall be issued under this mandate within the cap amount of bond issuance stipulated under applicable laws, subject to the
outstanding amount of each type of debt instrument. The actual size of issue shall be determined by the Board based on funding
requirements and market conditions. |
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(4) |
Maturity and class of
issue: Not more than 15 years in the form of a uniform maturity date or a bond portfolio with several maturity dates. The
actual composition of maturity and the size of each class of the bonds shall be determined by the Board based on relevant
requirements and market conditions. |
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RESOLUTIONS |
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AGREE
(Note 4) |
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DISAGREE
(Note 4) |
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ABSTAIN
(Note 4) |
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(5) |
Use of proceeds:
It is expected that the proceeds from such issuance shall be used for purposes in compliance with laws and regulations, including
satisfying the production and operation needs of the Company, adjusting debt structure, supplementing working funds and/or
project investment. Details of the use of proceeds shall be determined by the Board based on funding requirements. |
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(6) |
Valid term
of mandate: One year from the approval of this resolution by the shareholders of the Company (the “Shareholders”)
in a general meeting of the Company. |
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If the Board
and/or its delegate(s) has decided to proceed with issuance(s) within the valid term of the mandate, and the Company has obtained
issuance approval, permission or registration from regulatory bodies within the valid term of the mandate, the Company may
complete the relevant issuance within the valid term confirmed under any of such approval, permission or registration. |
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(7) |
Authorisation
to be granted to the Board |
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An authorisation
be and is hereby granted generally and unconditionally to the Board, based on the specific needs of the Company and other
market conditions: |
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(i) |
To determine the issuer,
type, specific class, specific terms, conditions and other matters, including but not limited to the actual issue size, the
actual total amount, currency, issue price, interest rates or the formula for determining the interest rates, place of issuance,
timing of the issue, maturity, whether or not to issue in tranches and the number of tranches, whether to set buyback and
redemption clauses, rating arrangements, guarantees, due dates for principal and interest payments, use of proceeds, underwriting
arrangements and all matters relating to the issue. |
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(ii) |
To take all such acts
and steps as considered to be necessary and incidental to this issuance, including but not limited to the engagement of intermediary(ies)
to represent the Company in application to relevant regulatory bodies for approval, registration, filing etc. in relation
to this issuance, sign all necessary legal documents for this issuance, and handle other matters in relation to the issuance,
arrangement of principal and interest payments within the duration of the bonds, and trading and listing. |
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(iii) |
To approve, confirm and
ratify the acts and steps stated above taken in connection with the issuance. |
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(iv) |
To make corresponding
adjustments to the detailed plan of the issue of the bonds and other relevant matters within the scope of the mandate to be
granted to the Board in accordance with opinions of regulatory authorities or the existing market conditions, in the event
of any changes in the policy of regulatory authorities on the issue of bonds or any changes in market conditions, save for
the matters that are subject to Shareholders’ re-voting at the Shareholders’ meeting under relevant laws, regulations
and the articles of association of China Eastern Airlines Corporation Limited. |
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(v) |
To determine and handle,
upon completion of the issuance, matters in relation to the listing of the debt instruments which have been issued. |
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(vi) |
To approve, sign and
distribute announcements and circulars in relation to this issuance and disclose relevant information, pursuant to the governing
rules applicable at the place of listing of the Company. |
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(vii) |
To adjust the currency
structure and interest rate structure of the bonds based on the market conditions within the duration of the bonds.”
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RESOLUTIONS |
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AGREE
(Note 4) |
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DISAGREE
(Note 4) |
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ABSTAIN
(Note 4) |
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8. |
Special Resolution:
“THAT, to consider and approve the granting of a general mandate to the Board to issue shares of the Company: |
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(a) |
the Board
be and is hereby granted, during the Relevant Period (as hereafter defined), an unconditional general mandate to separately
or concurrently issue, allot and/or deal with the domestic shares (“A Shares”) and the overseas listed
foreign shares (“H Shares”) of the Company, and to make offers, enter into agreements or grant options
in respect thereof, subject to the following conditions: |
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(i) |
such mandate shall not
extend beyond the Relevant Period save that if the Board during the Relevant Period makes the issuance resolutions, such issuance
may complete beyond the Relevant Period after obtaining all necessary approvals from relevant PRC government authorities by
the Company which may take longer time than the Relevant Period; |
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(ii) |
the number of the A Shares
and H Shares approved by the Board to be issued and allotted or agreed conditionally or unconditionally to be issued and allotted
by the Board shall not, respectively, exceed 20% of the existing A Shares and H Shares as at the time of approval of this
resolution by the Shareholders; and |
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(iii) |
the Board will only exercise
such mandate in accordance with the Company Law of the PRC and the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited (each as amended from time to time) or applicable laws, rules and regulations of other government
or regulatory bodies and the Company will complete such issuance only if all necessary approvals from the China Securities
Regulatory Commission and/or other relevant PRC government authorities are obtained. |
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(b) |
for the purposes
of this special resolution: |
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“Relevant
Period” means the period from the passing of this special resolution until the earliest one of the following three terms: |
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(i) |
the conclusion of the
next annual general meeting of the Company following the passing of this special resolution; |
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(ii) |
the expiration of the
12-month period following the passing of this special resolution; and |
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(iii) |
the date on which the
authority granted to the Board set out in this special resolution is revoked or varied by a special resolution of the Shareholders
in a general meeting. |
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(c) |
contingent
on the Board resolving to separately or concurrently issue shares pursuant to paragraph (a) of this special resolution, the
Board be authorised to increase the registered capital of the Company to reflect the number of shares authorised to be issued
by the Company pursuant to paragraph (a) of this special resolution and to make such appropriate and necessary amendments
to the articles of association of the Company (the “Articles of Association”) as they think fit
to reflect such increases in the registered capital of the Company and to take any other action and complete the formalities
required to effect the separate or concurrent issuance of shares pursuant to paragraph (a) of this special resolution and
the increase in the registered capital of the Company.” |
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9. |
Ordinary
Resolution: “THAT, to consider and approve the “China Eastern Airlines Corporation Limited satisfies the
conditions for non-public issuance of A Shares to specific subscriber 《關於中國東方航空股份有限公司符合向特定對象非公開發行
A 股股票條件的議案》”. Details of the aforesaid plan were contained
in the Overseas Regulatory Announcement of the Company published on the website of the Stock Exchange on 23 April 2015.” |
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10. |
Special Resolution:
“THAT, to consider and approve the “Proposal for the non-public issuance of A Shares to specific subscriber
by China Eastern Airlines Corporation Limited 《關於中國東方航空股份有限公司向特定對象非公開發行A
股股票方案的 議案》”. |
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10.01 |
Class of
shares to be issued and nominal value |
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10.02 |
Method of
issue |
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10.03 |
Target subscriber
and method of subscription |
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10.04 |
Number of
new A Shares to be issued and issue size |
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RESOLUTIONS |
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AGREE
(Note
4) |
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DISAGREE
(Note
4) |
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ABSTAIN
(Note
4) |
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10.05 |
Price determination date,
issue price and basis of determination of issue price |
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10.06 |
Lock-up period |
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10.07 |
Place of listing |
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10.08 |
Use of proceeds |
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10.09 |
Arrangement relating
to the distributable profits of the Company accumulated but not declared |
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10.10 |
Valid period of the authorisation
in respect of the Additional A Shares Issue” (Note 5) |
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11. |
Special Resolution:
“THAT, to consider and approve the “Plan for the non-public issuance of A Shares by China Eastern Airlines
Corporation Limited《關於中國東方 航空股份有限公司非公開發行A股股票預案的議案》
”. Details of the aforesaid plan were contained in the Overseas Regulatory Announcement of the Company published on
the website of the Stock Exchange on 23 April 2015.” |
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12. |
Ordinary
Resolution: “THAT, to consider and approve the “Explanation on the use of the proceeds of the previous
fund raising activities 《關於前次募集資金使用情況的說
明的議案》”.Details of the aforesaid plan were contained in the Overseas Regulatory Announcement
of the Company published on the website of the Stock Exchange on 23 April 2015.” |
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13. |
Ordinary
Resolution: “THAT, to consider and approve the “Authorization to the Board and its authorized representative(s)
at the Shareholders’ meeting to proceed with the matters relating to the non-public issuance of A Shares《關於提請股東大會
授權董事會及其授權人士全權辦理本次非公開發行
A股股票的相關事宜的議案》”. Details of the aforesaid plan were contained
in the Overseas Regulatory Announcement of the Company published on the website of the Stock
Exchange on 23 April 2015.” |
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14. |
Ordinary
Resolution: “THAT, to consider and approve the “ Feasibility report on the use of proceeds raised from
the non-public issuance of A Shares by China Eastern Airlines Corporation Limited 《關於中國東方航空股份有限公司非公開發行A股股
票募集資金使用可行性報告的議案》”.
Details of the aforesaid plan were contained in the Overseas Regulatory Announcement of the Company published on the website
of the Stock Exchange on 23 April 2015.” |
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15. |
Ordinary
Resolution: “THAT, to consider and approve the “Future plan for return to the Shareholders for the coming
three years (2015–2017) by China Eastern Airlines Corporation Limited《關於中國東方航空股份有限公司未來三年
(2015–2017年) 股東 回報規劃的議案》”.
Details of the aforesaid plan were contained in the Overseas Regulatory Announcement of the Company published on the website
of the Stock Exchange on 23 April 2015.” |
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Signature(s): |
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(Note 6) |
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Date: |
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Notes:
| 1. | Please print
your full name(s) and address(es) in English as well as in Chinese (as registered in
the register of members). |
| 2. | Please fill
in the number of shares registered in your name(s). If such number is not provided, this
proxy form will be deemed to relate to all the shares registered in your name(s). |
| 3. | If you wish
to appoint someone other than the chairman of the AGM, please delete the words ‘‘the
chairman of the AGM or’’ and fill in the name and address of the proxy as
entrusted by you in the space provided. A shareholder can appoint one or more proxies
of his/her own choice for the purpose of attending the meeting and the proxy/proxies
do(es) not have to be the Company’s shareholder(s). Any changes on this proxy form
must be duly authenticated by the signature of the signer of this proxy form. |
| 4. | IMPORTANT:
If you would like to vote for the resolution, please put a tick (“✓”)
in the appropriate box marked “Agree”. If you would like to vote against
the resolution, please put a tick (“✓”) in the box marked “Disagree”.
If you would like to abstain from voting the resolution, please put a tick (“✓”)
in the box marked “Abstain”. In the absence of any instruction, the
proxy may vote at his/her discretion. |
| 5. | The full
text of resolution is set out in the Notice. |
| 6. | This proxy
form must bear the signature of the entrustor. In the event that the shareholder is a
company or an institution, the proxy form must bear the company chop of that company
or institution. |
| 7. | This proxy
form must be duly signed by the appointer or his attorney. If this proxy form is signed
by an attorney of the appointer, the power of attorney authorising that attorney to sign
(or other documents of authorisation) must be notarially certified. For holders of the
H Shares, 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 at Rooms 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s
Road East, Wanchai, Hong Kong, not less than 24 hours before the time scheduled for the
holding of the AGM in order for such documents to be considered valid. |
| 8. | If more
than one proxy has been appointed by any shareholders of the Company, such proxies shall
not vote at the same time. |
| 9. | If a proxy
attends the AGM, appropriate identification documents must be produced. |
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