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.
Hong Kong Exchanges and
Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
A notice convening 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 PRC at 9:00 a.m. on Wednesday, 28 June 2017, or any adjournment thereof, has been despatched
by the Company on 12 May 2017. The form of proxy and the reply slip for the AGM has been despatched by the Company on 12 May 2017.
Whether or not you are
able to attend the AGM, you are requested to complete and return the form of proxy in accordance with the instructions printed
thereon as soon as possible and in any event not less than 24 hours before the time appointed for the holding of the AGM (or any
adjournment thereof). Completion and return of the form of proxy will not affect your rights to attend in person and vote at the
AGM, should you so wish. Shareholders who intend to attend the AGM should also complete and return the reply slip in accordance
with the instructions printed thereon.
In this circular, unless
the context otherwise requires, the following expressions have the following meanings:
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“A
Shares”
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means
the ordinary shares issued by the Company, with a RMB denominated par value of RMB1.0 each, which are subscribed for and paid
up in RMB and are listed on the Shanghai Stock Exchange
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“AGM”
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means the annual
general meeting of the Company for the year ended 31 December 2016 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, t he PRC at 9:00 a.m. on Wednesday, 28 June 2017
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“Articles
of Association”
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means the articles
of association of the Company, as amended from time to time
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“Board”
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means the board of Directors
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“Company”
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means 中國東方航空股份有限公司
(China Eastern Airlines Corporation Limited), a joint stock limited company incorporated in the PRC with limited liability,
whose H shares, A shares and American depositary receipts are listed on the Hong Kong Stock Exchange, the Shanghai Stock Exchange
and the New York Stock Exchange, Inc., respectively
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“Directors”
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means the directors of the Company
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“H Shares”
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means the ordinary
shares issued by the Company, with a RMB denominated par value of RMB1.0 each, which are subscribed for and paid up in a currency
other than RMB and are listed on the Hong Kong Stock
Exchange
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“Hong Kong”
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means the Hong Kong
Special Administrative Region of the People’s Republic of China
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“Hong Kong Stock Exchange”
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means The Stock Exchange of Hong Kong Limited
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“Listing Rules”
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means The Rules
Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
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“New York Stock Exchange”
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means the New York Stock Exchange
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“PRC”
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means the People’s Republic of China
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“RMB”
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means Renminbi, the lawful currency of the PRC
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“Shanghai Stock Exchange”
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means the Shanghai Stock Exchange
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(A joint stock limited
company incorporated in the People’s Republic of China with limited liability)
(Stock code: 00670)
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Executive Directors:
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Liu Shaoyong
Ma Xulun
Li Yangmin
Xu Zhao
Gu Jiadan
Tang Bing
Tian Liuwen
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(Chairman)
(Vice Chairman, President)
(Director, Vice President)
(Director)
(Director)
(Director, Vice President)
(Director, Vice President)
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Independent non-executive Directors:
Li Ruoshan
Ma Weihua
Shao Ruiqing
Cai Hong Ping
Legal address:
66 Airport Street
Pudong International Airport
Shanghai
PRC
Head office:
92 Konggang 3rd Road
Changning District
Shanghai
PRC
Principal place of business
in Hong Kong:
Unit D, 19/F.
United Centre
95 Queensway
Hong Kong
Hong Kong share registrar and
transfer office:
Hong Kong Registrars Limited
Rooms 1712–1716, 17th Floor
Hopewell Centre
183 Queen’s Road East
Wanchai
Hong Kong
7 June 2017
To the Shareholders
Dear Sir or Madam,
PROPOSAL FOR
AMENDMENTS TO THE ARTICLES
OF ASSOCIATION
Reference is made to the
announcement of the Company dated 12 May 2017 in relation to, among others, the amendment of the Articles of Association.
The purpose of this circular
is to provide you with the information regarding the resolution to be proposed at the AGM to approve the proposed amendments to
certain articles of the Articles of Association.
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2.
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AMENDMENTS
TO THE ARTICLES OF ASSOCIATION
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The resolution on the
amendments to certain articles in the Articles of Association was considered and approved at the 2017 third regular meeting of
the Board on 27 April 2017. It was agreed to amend Articles 1 and 72 of the Articles of Association. Such amendments are hereby
submitted to the Shareholders for approval at the AGM:
The original Article 1
of the Articles of Association is as follows:
‘The Company is
a joint stock limited company established in accordance with the “Company Law of the People’s Republic of China”
(the “
Company Law
”), “State Council’s Special Regulations Regarding the Issue of Shares Overseas
and the Listing of Shares Overseas by Companies Limited by Share” (the “
Special Regulations
”) and other
relevant laws and regulations of the State.
The Company was established
by way of promotion with the approval under the document “Ti Gai Sheng” [1994] No.140 of the People’s Republic
of China’s State Commission for Restructuring the Economic System. It is registered with and has obtained a business licence
from China’s State Administration for Industry and Commerce on April 14, 1995. The number of the Company’s business
licence is:
10001767-8.
As the Company changed
its legal representative on February 11, 2009, it also replaced its business license. Its business license number is: 310000400111686
(Airport).
The promoter of the Company is: China Eastern
Air Holding Company.’ Article 1 of the Articles of Association shall be amended as follows:
‘The Company is
a joint stock limited company established in accordance with the “Company Law of the People’s Republic of China”
(the “
Company Law
”), “State Council’s Special Regulations Regarding the Issue of Shares Overseas
and the Listing of Shares Overseas by Companies Limited by Share” (the “
Special Regulations
”) and other
relevant laws and regulations of the State.
The Company was established
by way of promotion with the approval under the document “Ti Gai Sheng” [1994] No.140 of the People’s Republic
of China’s State Commission for Restructuring the Economic System. It is registered with and has obtained a business licence
from China’s State Administration for Industry and Commerce on April 14, 1995.
On February 8, 2017, the Company completed
the “Combination of Three Licenses into One” procedures for its business license, organisation code certificate and
tax registration certificate. The unified social credit code of the business license of the Company after the integration is 913100007416029816.
The promoter of the Company is: China Eastern
Air Holding Company’ The original Article 72 of the Articles of Association is as follows:
‘Each matter up
for consideration at a Shareholders’ general meeting shall be voted upon at such Shareholders’ general meeting.
A shareholder (including
proxy), when voting at a Shareholders’ general meeting, may exercise voting rights in accordance with the number of shares
carrying the right to vote and each share shall have one vote.’
Article 72 of the Articles
of Association shall be amended as follows:
‘Each matter up
for consideration at a Shareholders’ general meeting shall be voted upon at such Shareholders’ general meeting. A
shareholder (including proxy), when voting at a Shareholders’ general meeting, may exercise voting rights in accordance
with the number of shares carrying the right to vote and each share shall have one vote.
For material issues
to be decided in general meetings of the Company that would affect the interests of its small and medium sized investors, the
votes by the small and medium sized investors shall be counted separately. The result of such separate vote counting shall be
disclosed publicly in a timely manner.
The Board of the Company,
Independent Directors and those Shareholders who have met the relevant requirements may openly may openly collect voting rights
from the Company’s shareholders. While collecting votes of the Shareholders, sufficient disclosure of information such as
the specific voting preference shall be made to the Shareholders from whom voting rights are being collected. No consideration
or other form of de facto consideration shall be involved in the collection of voting rights from the Shareholders. The Company
shall not impose any limitation related to minimum shareholdings on the collection of voting rights
.’
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Note:
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The amendments
to the Articles of Association were originally drafted in Chinese and the English translation
is for reference only. In case of any inconsistencies between the Chinese and the English
version, the Chinese version shall prevail.
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At the Annual General
Meeting, resolutions will be proposed to approve, among other matters, the proposed amendments to certain articles of the Articles
of Association. To the best knowledge and belief of the Directors, none of the Shareholders would be required to abstain from
voting on the proposed resolutions at the AGM.
A notice convening 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 PRC at 9:00 a.m. on Wednesday, 28 June 2017, or any adjournment thereof, has been despatched
by the Company on 12 May 2017. The form of proxy and the reply slip for the AGM has been despatched by the Company on 12 May 2017.
Whether or not you are
able to attend the AGM, you are requested to complete and return the form of proxy in accordance with the instructions printed
thereon as soon as possible and in any event not less than 24 hours before the time appointed for the holding of the AGM (or any
adjournment thereof). Completion and return of the form of proxy will not affect your rights to attend in person and vote at the
AGM, should you so wish. Shareholders who intend to attend the AGM should also complete and return the reply slip in accordance
with the instructions printed thereon.
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4.
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RESPONSIBILITY
STATEMENT
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This c ir cular, f or
which the Dir ectors collectively and individually a ccept f ull responsibility, includes particulars given in compliance with
the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable
enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete
in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any
statement herein or this circular misleading.
The Directors consider
that the resolutions to be put forward at the AGM (including the aforesaid proposal for amendments to certain articles of the
Articles of Association) are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors
recommend that the Shareholders to vote in favour of all the resolutions to be proposed at the AGM.
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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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