Report of Foreign Issuer (6-k)
August 30 2016 - 1:51PM
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 August 2016
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
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:
August 30, 2016
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By:
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/s/ Wang Jian
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Name: Wang Jian
Title: 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.
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
RESOLUTIONS PASSED BY THE BOARD
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.
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The Company and all members of the Board warrant that the information set out in this announcement is true, accurate and complete, and accept joint responsibility for any false information or misleading statements contained in, or material omissions from, this announcement.
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Pursuant to the articles
of association of the Company (the “
Articles
”) and the rules for the meeting of the board of directors
(《董事會議事規則》) of China Eastern Airlines Corporation Limited (the
“
Company
”) and as convened by Mr. Liu Shaoyong, the Chairman of the Company, the 2016 fourth regular
meeting (the “
Meeting
”) of the board of directors (the “
Board
”) was held at Shanghai
International Airport Hotel (上海國際機場賓館) on 30 August 2016.
Mr. Liu Shaoyong, the Chairman
of the Company, Mr. Ma Xulun, the Vice Chairman, Mr. Xu Zhao, Mr. Gu Jiadan, Mr. Li Yangmin, Mr. Tang Bing and Mr. Tian Liuwen,
being directors of the Company; and Mr. Li Ruoshan, Mr. Ma Weihua, Mr. Shao Ruiqing and Mr. Cai Hong Ping, being independent non-executive
Directors, were present at the Meeting.
The directors of the Company
(the “
Directors
”) present at the Meeting confirmed that they had received the notice and materials in respect
of the Meeting before it was held.
The number of Directors present
at the Meeting satisfied the quorum requirements under the Company Law of the People’s Republic of China and the Articles.
As such, the Meeting was legally and validly convened and held.
The Meeting was chaired by Mr. Liu Shaoyong, the
Chairman of the Company. The Directors present at the Meeting considered and unanimously passed the following resolutions:
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1.
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Considered and approved the 2016 interim financial statements of the Company.
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2.
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Considered and approved the 2016 interim report of the Company.
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3.
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Considered and approved the 2016 interim profit distribution proposal of the Company.
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(1)
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Agreed to distribute cash dividends of RMB0.51 (inclusive of tax) per ten shares for
the interim period of 2016, amounting to approximately RMB738 million (inclusive of tax). The president of the Company shall be
authorized to take charge of the detailed implementation thereof;
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(2)
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Agreed to submit the 2016 interim distribution proposal to the forthcoming general
meeting of the Company for consideration.
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For details, please
refer to the announcement on the 2016 interim profit distribution proposal (《2016 年中期利潤分配預案公告》)
published on China Securities Journal, Shanghai Securities News and the website of Shanghai Stock Exchange (www.sse.com.cn) as
well as the 2016 Interim Results Announcement and the overseas regulatory announcement published on the website of The Stock Exchange
of Hong Kong Limited on 30 August 2016 by the Company.
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4.
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Considered and approved the proposal of 2017–2019 continuing connected transactions
of the Company.
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(1)
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Agreed to the estimated cap amount for the next three years (2017 to 2019) in respect
of the continuing connected transactions of the Company;
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(2)
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Agreed to the signing of framework agreements in respect of the continuing connected
transactions between the Company and its connected party China Eastern Air Holding Company and its subsidiaries;
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(3)
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Agreed to submit the two continuing connected transactions in respect of financial
services regarding deposit and loan and catering services to the Company’s forthcoming general meeting for consideration
and approval.
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The resolution above
is related to connected transactions. Mr. Liu Shaoyong, Mr. Xu Zhao and Mr. Gu Jiadan, being connected Directors, abstained from
voting at the Meeting in approving the first to sixth items of continuing connected transactions (namely property leasing, financial
services, import and export services, catering services, complementary services and advertising services). Mr. Li Yangmin, being
a connected Director, abstained from voting at the Meeting in approving the seventh item of continuing connected transactions (namely
aviation information technology services).
The Directors (including
the independent non-executive Directors) present at the meeting consider that the continuing connected transactions of the Company
are entered into on normal commercial terms, and are in the interests of the Company and its shareholders as a whole and are fair
and reasonable to the Company’s shareholders.
For details, please refer to
the announcement on continuing connected transactions and the announcement on the continuing connected transaction of aviation
information technology services published by the Company in China Securities Journal and Shanghai Securities News and on the website
of Shanghai Stock Exchange (www.sse.com.cn) as well as the continuing connected transaction announcement and overseas regulatory
announcement published on the website of The Stock Exchange of Hong Kong Limited on 31 August 2016 by the Company.
The Board agreed to authorize
the Chairman or Vice-chairman of the Company to publish the notice of general meeting and to consider and approve the 2016 interim
profit distribution proposal of the Company, the proposal of 2017–2019 continuing connected transactions of the Company in
respect of financial services, the proposal of 2017–2019 continuing connected transactions of the Company in respect of aviation
catering services and such other proposals as shall require the approval by the shareholders in general 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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Company Secretary
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Shanghai, the People’s Republic of China
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30 August 2016
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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), Tian Liuwen (Director, Vice President),
Li Ruoshan (Independent non-executive Director), Ma Weihua (Independent non-executive Director), Shao Ruiqing (Independent non-executive
Director) and Cai Hong Ping (Independent non-executive Director).
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