Webplus: CEA/20190904/6-K_6/1/000.htm SEC Original: d781918d6k.htm
China Eastern Airlines Corporation Limited Date By s / 2
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|
|Date September 4, 2019||By||
/s/ Wang Jian
|Name: Wang Jian|
|Title: 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 Companys filings with the U.S. Securities and Exchange Commission. The forward-looking statements included in this announcement represent the Companys views as of the date of this announcement. While the Company anticipates that subsequent events and developments may cause the Companys 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 Companys 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.
(Stock code: 00670)
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
This announcement is made by China Eastern Airlines Corporation Limited (the Company) pursuant to Rule 13.51(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
Reference is made to the announcements of the Company (i) dated 29 August 2019 in relation to the completion of thenon-public issuance of H shares of the Company; and (ii) dated 3 September 2019 in relation to the completion of thenon-public issuance of A shares of the Company.
The resolution in relation to the grant of authorization to the board of directors and its authorized persons to amend relevant provisions of the articles of association upon the completion of the non- public issuance of A shares andnon-public issuance of H shares was considered and approved at the Companys 2018 third extraordinary general meeting, 2018 first A shareholders class meeting and 2018 first H shareholders class meeting held on 30 August 2018, to authorize the board of directors of the Company to amend the relevant provisions of the articles of association of the Company (the Articles of Association) in relation to thenon-public issuance of A shares (the A Shares Issuance), andnon-public issuance of H shares (the H Shares Issuance, together with the A Shares Issuance, the Issuance of Shares) according to the actual situation of the issuance upon the completion of the Issuance of Shares, so as to reflect the changes in the registered capital of the Company upon the completion of the Issuance of Shares. The relevant amendments shall take immediate effect upon the completion of the Issuance of Shares.
The Company completed the issuance of 517,677,777 H shares of the Company to the subscribers of the H Shares Issuance on 29 August 2019 and completed the issuance of 1,394,245,744 A shares of the Company to the subscribers of the A Shares Issuance on 30 August 2019. Upon the closing of the Issuance of Shares, the resolution for the amendment of certain provisions of the Articles of Association was considered and approved at the 25th ordinary meeting of the eighth session of the board of directors of the Company. The amendments to the Articles of Association are as follows:
|No.||Existing Articles||Revised Articles|
Article 21As approved by the China Securities Regulatory Commission, the total amount of shares of the Company is
|Article 21As approved by the China Securities Regulatory Commission, the total amount of shares of the Company is16,379,509,203shares.|
|No.||Existing Articles||Revised Articles|
|2||Article 22The Company has issued a total of 14,467,585,682 ordinary shares, comprising a total of 9,808,485,682 A shares, representing 67.80% of the total share capital of the Company, a total of 4,659,100,000 H shares, representing 32.20% of the total share capital of the Company.||Article22The Company has issued a total of16,379,509,203ordinary shares, comprising a total of11,202,731,426A shares, representing68.39% of the total share capital of the Company, a total of5,176,777,777H shares, representing31.61% of the total share capital of the Company.|
|3||Article 25The registered capital of the Company is RMB14,467,585,682.||Article 25The registered capital of the Company is RMB16,379,509,203.|
|By order of the Board|
CHINA EASTERN AIRLINES CORPORATION LIMITED
|Shanghai, the Peoples Republic of China|
|3 September 2019|
As at the date of this announcement, the directors of the Company include Liu Shaoyong (Chairman), Li Yangmin (Vice Chairman), Tang Bing (Director), Lin Wanli (Independentnon-executive Director), Li Ruoshan (Independentnon-executive Director), Ma Weihua (Independentnon-executive Director), Shao Ruiqing (Independentnon-executive Director), Cai Hongping (Independentnon- executive Director) and Yuan Jun (Employee representative Director).
Ticker: CEA, Company: CHINA EASTERN AIRLINES CORP LTD, Type: 6-K, Date: 2019-09-04CIK: 0001030475, Location: F4, SIC: 4512, SIC Desc: AIR TRANSPORTATION, SCHEDULED
Business Phone & Address:
BOARD SECRETARIAT’S OFFICE, KONG GANG SAN LU, NUMBER 88,