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 November 2014
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.
| China Eastern Airlines Corporation Limited | ||||
| (Registrant) | ||||
| Date | November 28, 2014 | By | /s/ Wang Jian | |
| Name: Wang Jian | ||||
| 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.
(a joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock code: 00670)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the “EGM”) 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), No. 368 Yingbin One Road, Shanghai, the People’s Republic of China (“PRC”) at 9:30 a.m. on Thursday, 15 January 2015 for the purpose of considering the following matters. Unless otherwise indicated, capitalized terms used in this notice shall have the same meanings as defined in the announcement of the Company dated 14 November 2014 in relation to the Aircraft Finance Lease (the “Announcement”). A circular (the “Circular”) containing further information in relation to the Aircraft Finance Lease, as well as other related matters under the Listing Rules, will be issued by the Company and despatched to its shareholders no later than
15 December 2014.
AS ORDINARY RESOLUTIONS
| 1. | To consider and approve the resolution on the provision of guarantees by the Company in favour of Eastern Air Overseas (Hong Kong) Co., Ltd.. |
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Please refer to the announcement of the Company dated 14 November 2014 for details of the guarantees. |
| 2. | To consider, approve, confirm and ratify the Aircraft Finance Lease Framework Agreement entered into between the Company and CES International Financial Leasing Corporation Limited, details of which are set out in the Announcement and to be set out in the Circular; and to authorise any director of the Company or his/her authorised person(s) to sign all such documents and/or do all such things and act as he/she may consider necessary or expedient and in the interest of the Company for the purpose of effecting or otherwise in connection with all transactions relating to the Aircraft Finance Lease Framework Agreement or any matter incidental thereto. |
| By order of the board of directors | |
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CHINA EASTERN AIRLINES CORPORATION LIMITED | |
| Wang Jian | |
| Joint Company Secretary |
| – 1 – |
The Directors, as at the date hereof, are:
| Liu Shaoyong | (Chairman) |
| Ma Xulun | (Director, 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) |
Ma Weihua |
(Independent non-executive Director) |
Shanghai, the PRC
28 November 2014
Notes:
| 1 | Persons entitled to attend the EGM |
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 Monday, 15 December 2014 will be entitled to attend the EGM upon completion of the necessary registration procedures. Notice will be made to the holders of the A shares of the Company separately.
| 2 | Registration procedures for attending the EGM |
| (i) | Holders of H shares of the Company shall deliver their attendance slips for attending the EGM, 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 Company located at the Board Secretarial Office, 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 (fax no: +86 21 62686116) (for the attention of the Board Secretarial Office) from 9:00 a.m. to 4:00 p.m. on Thursday, 25 December 2014 (if by facsimile) or between Thursday, 18 December 2014 to Thursday, 25 December 2014 (if by post). If proxies are appointed by Shareholders to attend the EGM, 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. |
| (ii) | Shareholders can deliver the necessary documents for registration to the Company in the following manner: by post or by facsimile. |
| 3 | Appointing proxies |
| (i) | Shareholders who have the right to attend and vote at the EGM 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. |
| (ii) | 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 authorising that attorney to sign (or other documents of authorisation) must be notarially certified. For the holders of 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 EGM in order for such documents to be considered valid. |
| (iii) | If more than one proxy has been appointed by any Shareholder, such proxies shall not vote at the same time. |
| – 2 – |
| 4 | Duration of the EGM |
The EGM is expected to last for half a day. Shareholders or their proxies attending the EGM shall be responsible for their own accommodation and travel expenses.
| 5 | Closure of books |
The H share register of members of the Company will be closed from Tuesday, 16 December 2014 to Thursday, 15 January 2015, both days inclusive, during which no transfer of the H shares will be effected. Where applicable, holders of H shares of the Company intending to attend the EGM 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 Monday, 15 December 2014.
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
| 6 | Abstention from voting |
CEA Holding and its associates (if any) will abstain from voting in respect of resolution no. 2.
| – 3 – |