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.
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.
NOTICE
OF H SHAREHOLDERS CLASS MEETING
NOTICE IS
HEREBY GIVEN THAT a class meeting of holders of H Shares (the “H Shareholders Class Meeting”) of 中國東方航空股份有限公司
(China Eastern Airlines Corporation Limited) (the “Company”) will 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 10:00 a.m. on Tuesday, 16
June 2015, or any adjournment thereof, for the purpose of considering, and if thought fit, passing, with or without modifications,
the following resolutions (unless otherwise indicated, capitalized terms used in this notice shall have the same meanings as those
defined in the announcement of the Company dated 23 April 2015):
AS SPECIAL RESOLUTIONS
| 1. | “THAT, to consider and approve the “Proposal for the non-public issuance of
A Shares to specific subscribers 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》”. |
The major details
of the aforesaid plan in this Resolution are as follows:
| 1.01 | Class of shares to be issued and nominal value: |
| A | Shares with nominal value of RMB1.00 per A Share. |
Non-public issue and will be issued
accordingly within 6 months to specific subscriber after the approval from CSRC has been obtained.
| 1.03 | Target subscriber and method of subscription: |
The new A Shares
to be issued under the Additional A Shares Issue will be issued for subscription by not more than ten (including ten) specific
investors who are not related. The subscription price shall be paid in cash.
| 1.04 | Number of new A Shares to be issued and issue size: |
The Company
proposes to issue not more than 2,329,192,546 new A Shares (including 2,329,192,546 Shares). The amount of gross Proceeds from
the Additional A Shares Issue is expected to be not more than RMB15,000,000,000 (including RMB15,000,000,000). The number of new
A Shares to be issued under the Additional A Shares Issue will be adjusted in cases of ex-rights or ex-dividend matters, e.g. distribution
of dividend, bonus issue, capitalisation of capital reserve and rights issue, during the period from the Price Determination Date
to the date of issue of such new A Shares.
| 1.05 | Price determination date, issue price and basis of determination of issue price: |
The price determination
date of the new A Shares under the Additional A Shares Issue is the date of the Board’s resolution passed at the 11th meeting
of the 7th session of the Board (i.e. 23 April 2015).
The issue price
of the new A Shares under the Additional A Shares Issue will be not less than RMB6.44 per A Share, being not less than 90% of the
average trading price per A Share as quoted on the Shanghai Stock Exchange for the Price Determination Period (which is calculated
by dividing the total turnover of the A Shares during the Price Determination Period by the total trading volume of the A Shares
during the same period).
The issue price
will be adjusted in cases of ex-rights or ex-dividend matters during the period from the Price Determination Date to the date of
issue of such new A Shares. The actual issue price will be determined by the Board after the necessary approvals for the Additional
A Shares Issue from the CSRC have been obtained and in accordance with the price bidding method under the Implementing Rules for
Non-public Shares of Listed Companies and the authorization granted by the shareholders and the provisions of the relevant laws
and administrative laws and regulations and other regulatory documents and the market conditions, having regard to the price offered
by the subscribers and based on the price priority principle and in consultation with the sponsor (lead underwriter).
No disposal
of any new A Shares to be issued pursuant to the Additional A Shares Issue within a period of 12 months from the date of issue
of such A Shares.
The new A Shares
to be issued pursuant to the Additional A Shares Issue will be listed and traded on the Shanghai Stock Exchange.
The Company intends
to use the Proceeds (after deducting the relevant expenses) for the following purposes:
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Unit: million | |
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Proposed | |
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Total amount | | |
amount of | |
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of capital | | |
Proceeds to | |
Intended use of proceeds | |
required | | |
be applied | |
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(RMB) | | |
(RMB) | |
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1. purchase of 23 aircraft | |
| 12,139 | | |
| 12,000 | |
2. repayment of financial institution loans | |
| 3,169 | | |
| 3,000 | |
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Total | |
| 15,309 | | |
| 15,000 | |
Purchase of 23 aircraft project
The Company proposes
to apply the Proceeds of RMB12 billion to purchase 23 aircraft.
According to the
“Circular Regarding the Scrolling Adjustment Scheme on Air Transport Fleet of China Eastern Airlines Corporation Limited
for 2014-2018 (Min Hang Ji Fa [2014] No. 13) 《關於下發中國東方航空股份有限公司2014-2018年運輸機隊規劃滾動調整方案的通知》(民航計發[2014]13號)”
issued by the development and planning department of Civil Aviation Administration, the Company can buy 29 passenger aircraft with
more than 250 seats and 204 passenger aircraft with seats between 100 and 200 during the approval period. 23 aircraft to be purchased
by the Company by using the Proceeds in year of 2016 include Airbus A321 (short-medium route), Boeing B737-800 (short-medium route)
and Boeing B777-300ER (long route), all of which are key aircraft series of the Company. The total consideration for the purchase
is USD1.976 billion (equivalent to approximately RMB12.139 billion), among of which RMB12 billion will be paid by the Proceeds.
Repayment of financial institution loans
The Company proposes to
apply the Proceeds of RMB3 billion to repay the financial institution loans in the following order:
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Balance of | | |
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Balance of | | |
loan | | |
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Number | |
Financial Institution | |
loan | | |
(Note) | | |
Due date |
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(USD) | | |
(RMB) | | |
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ten thousand | | |
ten thousand | | |
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1 | |
Changning branch of Industrial and Commercial Bank of China | |
| 14,000.00 | | |
| 86,007.60 | | |
2015-6–22 |
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2 | |
Shanghai first branch of China Construction Bank | |
| 6,913.95 | | |
| 42,475.13 | | |
2015-7–31 |
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3 | |
Shanghai branch of Hong Kong and Shanghai Banking Corporation | |
| 5,000.00 | | |
| 30,717.00 | | |
2015-8–2 |
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4 | |
Shanghai first branch of China Construction Bank | |
| 6,720.10 | | |
| 41,284.26 | | |
2015-9–29 |
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5 | |
Shanghai branch of Hong Kong and Shanghai Banking Corporation | |
| 5,898.33 | | |
| 30,717.00 | | |
2015-10-8 |
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6 | |
Shanghai branch of China Development Bank | |
| 8,057.01 | | |
| 36,235.82 | | |
2015-12-13 |
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7 | |
Shanghai branch of Bank of China | |
| 8,057.01 | | |
| 49,497.40 | | |
2015-12-18 |
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Total | |
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| 51,589.38 | | |
| 316,934.21 | | |
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| Note: | all the loans above are denominated in U.S. dollar, an exchange rate of USD 1 to RMB6.1434 on
1 April 2015 is used to calculate the above RMB amount. |
In the event that the actual
amount of Proceeds raised under the Additional A Shares Issue is less than the total amount of Proceeds proposed to be applied
to the Projects set out above, the Company will use self-raised funds to fund the shortfall. The actual amount of Proceeds will
be applied to the Projects in the following percentage: the purchase of 23 aircraft and repayment of financial institution loans
shall account for 80% and 20% of the actual amount of Proceeds, respectively. In the event that the actual amount of Proceeds raised
under the Additional A Shares Issue is more than the total amount of Proceeds proposed to be applied to the Projects set out above,
the surplus will be used to supplement the working capital of the Company.
Before the Proceeds from
the Additional A Shares Issue are available, the Company may first fund part of certain Projects by self-raised funds to capitalise
on market opportunities, which funds shall then be exchanged with the Proceeds from the Additional A Shares Issue when they are
available.
| 1.9 | Arrangement relating to the distributable profits of the Company accumulated but not declared:
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Both existing
and new shareholders of the Company will be entitled to the distributable profits of the Company accumulated but not declared proportionate
to their shareholding in the Company after completion of the Additional A Shares Issue.
| 1.10 | Valid period of the authorisation in respect of the Additional A Shares Issue: |
The authorisation will be valid for
12 months following the date of approval of the Additional A Shares Issue at the Shareholders’ meeting.”
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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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Joint Company Secretary |
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Shanghai, the PRC |
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30 April 2015 |
As at the
date of this announcement, the directors of the Company include Liu Shaoyong (Chairman), Ma Xulun (Vice Chairman, President), Xu
Zhao (Director), Gu Jiadan (Director), Li Yangmin (Director, Vice President), Tang Bing (Director, Vice President), Sandy Ke-Yaw
Liu (Independent non-executive Director), Ji Weidong (Independent non-executive Director), Li Ruoshan (Independent non-executive
Director) and Ma Weihua (Independent non-executive Director).
Notes:
| 1. | Persons entitled to attend the H Shareholders Class Meeting |
Persons who
hold H Shares and are registered as holders of H Shares on the register of members maintained by Hong Kong Registrars Limited at
the close of business on 15 May 2015 are entitled to attend the H Shareholders Class Meeting upon completion of the necessary registration
procedures.
| 2. | Registration procedures for attending the H Shareholders Class Meeting |
| (1) | Holders of H Shares shall deliver their attendance slips for attending the H Shareholders Class
Meeting, 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 place of business of the Board Secretarial Office of the Company
located at Room 307, China Eastern Airlines Building No. 1 (Next to Terminal One of Shanghai Hongqiao International Airport), 92
Konggang 3rd Road, Changning District, Shanghai, the PRC (for the attention of the Office of the Secretary of the Board of Directors)
(fax no: +86 21 62686116) from 9:00 a.m. to 4:00 p.m. on 26 May 2015 (if by facsimile) or between 19 May 2015 to 26 May 2015 (if
by post). If proxies are appointed by shareholders to attend the H Shareholders Class Meeting, 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. |
| (2) | Shareholders can deliver the necessary documents for registration to the Company in the following
manner: in person, by post or by facsimile. |
| (1) | Shareholders who have the right to attend and vote at the H Shareholders Class Meeting 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. |
| (2) | 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 authorizing that attorney to sign (or other
documents of authorization) must be notarially certified. The holders of H Shares must deliver the aforementioned documents 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 H Shareholders Class Meeting in order for such documents to be considered valid. |
| (3) | If more than one proxy has been appointed by any shareholder of the Company, such proxies shall
not vote at the same time. |
| 4. | Duration of the H Shareholders Class Meeting |
The H Shareholders
Class Meeting is expected to last for half a day. Shareholders or their proxies attending the H Shareholders Class Meeting shall
be responsible for their own accommodation and travel expenses.
The H Share
register of members of the Company will be closed from 16 May 2015 to 16 June 2015, both days inclusive, during which period no
transfer of the H Shares will be effected. As such, holders of H Shares intending to attend the H Shareholders Class Meeting 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 15 May 2015.
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
No shareholder
is required to be abstain from voting in respect of the above resolution.
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