Report of Foreign Issuer (6-k)
May 08 2020 - 5:18AM
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 May 2020
Commission File Number: 001-14550
China Eastern Airlines Corporation Limited
(Translation of Registrant’s name into English)
Board
Secretariat’s 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
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May 8, 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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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.
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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.
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(A joint stock limited company incorporated in the People’s Republic of China with limited liability)
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(Stock code: 00670)
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NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the 2019 annual general meeting (“AGM”) of China Eastern Airlines Corporation Limited
(the “Company”) will be held at Conference Room AB on 21st Floor, Cadick Building, No. 212 Jiangning Road, Jing’an District, Shanghai (
上海市靜安區江寧路 212
號凱迪克大廈 21 樓 AB
會議室 ) at 9:30 a.m. on Tuesday, 23 June 2020, or any adjournment thereof, for the purpose of considering, and if thought fit, passing,
with or without modifications, the following resolutions:
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1.
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Ordinary Resolution: “THAT, to consider and approve the report of the board of directors of the
Company (the “Board”) for the year 2019.”
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2.
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Ordinary Resolution: “THAT, to consider and approve the report of the supervisory committee of the
Company (the “Supervisory Committee”) for the year 2019.”
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3.
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Ordinary Resolution: “THAT, to consider and approve the financial reports of the Company for the
year 2019.”
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4.
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Ordinary Resolution: “THAT, to consider and approve the Company’s profit distribution proposal
for the year 2019.” (Note 1)
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5.
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Ordinary Resolution: “THAT, to consider and approve the resolution in relation to the
Company’s appointment of the PRC domestic auditors and international auditors for financial reporting and the auditors for internal control for the year 2020.”
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6.
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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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Agreed the Board to issue debt financing instruments in one or multiple tranches within the
limits of bonds issuable under the requirements of applicable laws, upon obtaining general and unconditional mandate from the general meeting:
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(a)
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Type of debt financing instruments: debt financing instruments include but not limited to corporate bonds,
super short-term commercial papers, short-term commercial papers, medium term notes, bonds denominated in offshore Renminbi or US Dollars or other currencies, asset-backed securities, enterprise bonds, perpetual bonds or other onshore and offshore
debt financing instruments issuable upon approval by or filing with the China Securities Regulatory Commission, Securities Association of China and other relevant authorities in accordance with relevant regulations. However, bonds issued and/or debt
financing instruments adopted under this mandate shall not include bonds that are convertible to shares of the Company.
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(b)
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Issuer: the Company and/or its wholly-owned or controlled subsidiaries. The actual issuer shall be determined
by the Board according to the needs of issuance.
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(c)
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Issuance size: the amount of debt financing instruments permitted to be issued under this mandate shall fall
within the outstanding balance available for issuance of such type of instruments under the requirements of applicable laws. The actual issuance size shall be determined by the Board according to funding requirements and market conditions.
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(d)
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Term and type: save for perpetual bonds, not more than 15 years and may have single or multiple maturities. The
actual term and issuance size of each type of the debt financing instruments shall be determined by the Board according to relevant requirements and market conditions.
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(e)
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Use of proceeds: the proceeds raised from the issuance are expected to be used in ways which are in accordance
with the requirements of laws and regulations, such as to fund the production and operation needs of the Company, to adjust the debt structure, to supplement working capital and/or to make project investment. The actual use of proceeds shall be
determined by the Board according to funding requirements.
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(f)
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Effective period of the mandate: one year from the date of approving this resolution at the general meeting of
the Company.
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Where the Board and/or its authorised representatives have, during the effective period of the mandate,
decided the issuance, and provided that the Company has also, during the effective period of the mandate, obtained the approval or permission from or registration with regulatory authorities on the issuance, the Company may, during the effective
period of such approval, permission or registration, complete the issuance.
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(g)
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Guarantees and other arrangements: the guarantees and other credit enhancement arrangements shall be determined
based on the features of the onshore and offshore debt financing instruments and the issuance needs in accordance with the laws.
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(h)
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Target subscribers and arrangements on placement to shareholders of the Company: the target subscribers shall
be the investors who meet the conditions for subscription in accordance with the requirements of laws and regulations. The specific target subscribers shall be determined in accordance with relevant laws, the market conditions and other specific
matters related to the issuance.
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(i)
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Authorisation to the Board
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The Board proposes to the general meeting to grant the general and unconditional mandate to the Board for the following purposes, after taking
into account of the specific requirements of the Company and other market conditions:
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(i)
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to confirm the issuer, type, actual type, actual terms and conditions and other matters in relation to the
issuance, including but not limited to the actual issuance size, actual aggregate amount, currency, issuance price, interest rate or methods of determining interest rate, issuance place, timing of issuance, term, whether to issue on multi- tranche
issuances, number of tranches of issuance, whether to incorporate terms of repurchase or redemption, rating arrangement, guarantees and other arrangements, term of repayment of principal and payment of interest, use of proceeds and underwriting
arrangement, etc.
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(ii)
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to undertake actions and procedures necessary and ancillary to each, including but not limited to the
engagement of intermediary agencies to deal with procedures such as applying approval from, registering and filing with relevant regulatory authorities relating to the issuance on behalf of the Company, sign all legal documents necessary and
relating to the issuance, and handle other matters such as, repayment of principal and payment of interest during the duration and trading and circulation.
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(iii)
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to approve, confirm and ratify the aforementioned actions and procedures given the Company has taken any of the
actions and procedures in respect of any issuance.
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(iv)
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to make relevant adjustments to relevant matters relating to actual proposal for issuance within the scope of
the mandate granted to the Board according to the advice of regulatory authorities or the then prevailing market conditions in the event of changes in the issue policy of regulatory authorities or market conditions, unless re-approval at the general meeting of the Company is otherwise required pursuant to the relevant laws, regulations and the articles of association.
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(v)
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to decide and deal with relevant matters relating to the listing of issued debt financing instruments upon the
completion of issuance.
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(vi)
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to approve, sign and dispatch announcements and circulars relating to the issuance to disclose relevant
information according to the applicable regulatory rules at the places of listing of the Company.
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(vii)
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to adjust the currency structure and interest rate structure of bonds within the duration of the bonds
according to market conditions.
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(viii)
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to assign the aforementioned mandate to other candidates whom the Board finds appropriate.”
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7.
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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)
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Under the premise of the following conditions, the Board is granted unconditional and general mandate and is
agreed to further authorise the management of the Company to deal with, at its sole discretion, relevant matters in connection with the issuance of shares of the Company during the relevant period (as defined below), in accordance with the
Company’s specific needs, other market conditions and the conditions below:
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(i)
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The Board approves the Company to, either separately or concurrently, issue, allot and deal with, or
conditionally or unconditionally agree to, either separately or concurrently, issue, allot or deal with the domestic shares (“A shares”) and overseas- listed foreign shares (“H shares”) of the Company for not more
than 20% of the A shares and H shares of the Company at the date of this resolution being considered and approved at the general meeting, respectively; and approves the Company to determine the number of A shares and/or H shares to be issued,
allotted or dealt with within such limit, under the premise of item (iii) of this article;
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(ii)
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The Board formulates and implements specific issuance plans, including but not limited to the class of new
shares to be issued, the pricing methods and/or the issuance price (including the price range), number of shares to be issued, target subscribers, use of proceeds, etc., determines the timing of issuance, period of issuance and whether to place to
existing shareholders;
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(iii)
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The Board approves, signs, amends and performs or facilitates to sign, perform and amend all documents,
indentures and matters it finds related to any issuance, allotment or dealing of A shares and/or H shares pursuant to the exercise of the aforementioned general mandate; and
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(iv)
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The Board only exercises the aforementioned power pursuant to the Company Law of the People’s Republic of
China (as amended from time to time) and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited or all applicable laws, regulations and rules of any other government or regulatory authorities. The Company can
complete the issuance only after obtaining approvals from China Securities Regulatory Commission and/or any other relevant Chinese government authorities.
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(b)
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In respect of this special resolution, the general mandate shall not exceed the relevant period. Yet, if the
Board has resolved to issue during the relevant period, the Company can complete the issuance under such mandate upon the completion of approval from relevant Chinese government authorities. “Relevant period” refers to the date from the
passing of this special resolution to the following dates, whichever is earlier:
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(i)
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from the date when this special resolution is passed until the conclusion of the next AGM of the Company;
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(ii)
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from the date when this special resolution is passed until the expiry of 12 months since then; and
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(iii)
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the date of the passing of the special resolution by the shareholders of the Company at the general meeting
revoking or varying the general mandate given to the Board by this resolution.
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(c)
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Decision is made to authorise the Board to increase the registered capital of the Company under the premise of
separate or concurrent issuance of shares in paragraph (a) of this special resolution, to show that the Company is authorised to issue shares under paragraph (a) of this special resolution. Decision is also made to authorise the Board to amend
the articles of association it finds appropriate and necessary, to show the increase in the registered capital of the Company; and to undertake necessary actions and other necessary procedures to achieve the separate or concurrent issuance of shares
under paragraph (a) of this special resolution and the increase in the registered capital of the Company.”
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By order of the Board
CHINA EASTERN AIRLINES CORPORATION LIMITED
Wang Jian
Company Secretary
Shanghai, the People’s Republic of China
7 May 2020
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).
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Notes:
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1.
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Profit distribution proposal for the year ended 31 December 2019
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The Board proposed the Company to distribute cash dividend for 2019 of RMB0.050 per share (inclusive of tax), totaling approximately
RMB0.819 billion based on 16,379,509,203 shares of the total issued share capital of the Company as at 31 December 2019. The dividend will be paid to A shareholders in Renminbi and H shareholders in Hong Kong dollars in equivalent. The
Company will pay its shareholders the cash dividend within two months from the date of the AGM.
The retained profits of the Company will be
mainly used to supplement the Company’s daily working capital and repayment of debts, which would help the Company to improve its debt structure and to safeguard the normal business operation of the Company.
The independent non-executive directors of the Company are of the view that the 2019 profit distribution
proposal of the Company has comprehensively considered the return of shareholders of the Company, and the Company’s profitability and the funding requirements for future development. When the Board considered this matter, the reviewing process
was legal and effective, and the aforesaid profit distribution proposal is in line with the objective situation of the Company. The 2019 profit distribution proposal of the Company is in the interests of the Company and its shareholders as a whole,
and is in line with the PRC Company Law, the PRC Securities Law, relevant laws and regulations of China Securities Regulatory Commission and Shanghai Stock Exchange and the relevant provisions of the articles of association of the Company. The 2019
profit distribution proposal does not damage the interests of investors, especially the interests of small and medium shareholders. The independent non-executive directors of the Company agreed to submit the
2019 profit distribution proposal to the AGM for consideration.
For details, please refer to the announcement of the Company published on
the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) on 1 April 2020.
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2.
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Persons entitled to attend the AGM
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Persons who hold H shares of the Company and are registered as holders of the H shares on the register of members maintained by Hong Kong
Registrars Limited at the close of business on 22 May 2020 will be entitled to attend the AGM upon completion of the necessary registration procedures. Notice will be made to the holders of the A shares of the Company separately.
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Registration procedures for attending the AGM
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(1)
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Holders of the H shares of the Company shall deliver their written replies for attending the AGM, 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 Office of the Company located at 5/F, Block
A2, Northern District, CEA Building, 36 Hongxiang 3rd Road, Minhang District, Shanghai, the PRC (postal code: 201100) (please indicate the detailed address on the letter for the Company to reply) from 9:00 a.m. to 4:00 p.m. on 3 June 2020 (if
by facsimile (fax no: +86 21 62686116)) or between 23 May 2020 to 3 June 2020 (if by post). If proxies are appointed by shareholders to attend the AGM, 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.
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(2)
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Shareholders can deliver the necessary documents for registration to the Company in the following manner: by
post or by facsimile.
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(1)
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Shareholders who have the right to attend and vote at the AGM 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.
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(2)
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The instrument appointing a proxy must be duly authorised in writing by the appointor or his attorney. If that
instrument is signed by an attorney of the appointor, the power of attorney authorising that attorney to sign (or other documents of authorisation) must be notarially certified. For the holders of the H shares of the Company, 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, not less than 24 hours before the time scheduled for the holding of the AGM
before such documents would be considered valid.
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(3)
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If more than one proxy has been appointed by any shareholder of the Company, such proxies shall not vote at the
same time.
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The AGM is expected to last for half a day. Shareholders or their proxies attending the AGM shall be responsible for their own accommodation and
travel expenses.
The H share register of members of the Company will be closed from 23 May 2020 to 23 June 2020, both days inclusive, during which
period no transfer of the H shares of the Company will be effected. Where applicable, holders of the H shares of the Company intending to attend the AGM are therefore required to lodge their respective instrument(s) of transfer and the relevant
share certificate(s) to Hong Kong Registrars Limited, the Company’s H share registrar, by 4:30 p.m. on 22 May 2020.
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
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Abstention from voting
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No person is required to abstain from voting in respect of any of the resolutions set out in this notice.
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