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Share Name | Share Symbol | Market | Type |
---|---|---|---|
China Eastern Airlines Corp Ltd | NYSE:CEA | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 20.09 | 0 | 01:00:00 |
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 January 2018
Commission File Number: 001-14550
China Eastern Airlines Corporation Limited
(Translation of Registrants name into English)
Board Secretariats 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 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.
China Eastern Airlines Corporation Limited | ||||||||
(Registrant) | ||||||||
Date January 22, 2018 | By |
/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 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.
(A joint stock limited company incorporated in the Peoples Republic of China with limited liability) |
(Stock code: 00670)
ANNOUNCEMENT
(1) PROPOSED AMENDMENTS TO THE
ARTICLES OF ASSOCIATION;
(2) PROPOSED AMENDMENTS TO THE RULES FOR PROCEDURES
FOR GENERAL MEETINGS; AND
(3) PROPOSED AMENDMENTS TO THE
RULES FOR THE BOARD MEETINGS
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
The board of directors (the Board ) of China Eastern Airlines Corporation Limited (the Company ) has considered and approved at the eleventh ordinary meeting of the eighth session of the Board held on 19 January 2018 (the Board Meeting ) to propose to the shareholders of the Company (the Shareholders ) certain amendments to the articles of association of the Company (the Articles of Association ).
The main proposed amendments to the Articles of Association include: adjusting the composition of the Board from comprising 11 directors to comprising 7 to 13 directors; specifying that external directors (refer to directors of the Company (the Directors ) who do not hold any office within the Company) shall represent more than one-half of the Board including not less than one-third of the total number of Directors shall be independent directors of the Company; indicating that the Board shall have one employee representative director who shall be elected or removed by employee representative meeting of the Company; specifying the special duties that an employee representative director of the Company is obliged to fulfil; designating whether a Director is an employee representative director. The full texts of the proposed amendments to the Articles of Association are set out in Appendix I to this announcement.
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PROPOSED AMENDMENTS TO THE RULES FOR PROCEDURES FOR GENERAL MEETINGS OF THE COMPANY AND TO THE RULES FOR THE MEETING OF THE BOARD OF DIRECTORS OF THE COMPANY
In light of the proposed amendments to the Articles of Association, the Board has considered and approved at the eleventh ordinary meeting of the eighth session of the Board held on 19 January 2018 to propose to the Shareholders amendments to certain provisions of the Rules for Procedures for General Meetings of the Company (the Rules for Procedures for General Meetings ) and Rules for the Meeting of the Board of Directors of the Company (the Rules for the Board Meetings ), so as to align with the Articles of Association. The full texts of the proposed amendments to the Rules for Procedures for General Meetings and the Rules for the Board Meetings are set out in Appendix II and Appendix III to this announcement, respectively.
Except for the proposed amendments as stated in the Appendices I to III to this announcement, other provisions in the Articles of Association, Rules for Procedures for General Meetings and Rules for the Board Meetings remain unchanged.
The proposed amendments to the Articles of Association, Rules for Procedures for General Meetings and the Rules for the Board Meetings are subject to the approval of the Shareholders by way of special resolutions at the forthcoming EGM, and the obtaining of any approval, endorsement or registration (as applicable) from or with the relevant government authorities in the PRC.
CIRCULAR
A circular containing, among other things, details of the proposed amendments to the Articles of Association to be considered and approved by the Shareholders at the forthcoming EGM will be despatched to the Shareholders in due course.
By order of the Board |
CHINA EASTERN AIRLINES CORPORATION LIMITED |
Wang Jian |
Company Secretary |
Shanghai, the Peoples Republic of China |
19 January 2018 |
As at the date of this announcement, the directors of the Company include Liu Shaoyong (Chairman), Ma Xulun (Vice Chairman, President), Li Yangmin (Director, Vice President), Xu Zhao (Director), Gu Jiadan (Director), 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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Appendix I | Proposed Amendments to the Articles of Association |
Set out below are the details of amendments to the Articles of Association:
No. | Existing Articles | Revised Articles | ||
1 | Article 57 The Shareholders general meeting shall have the following functions and powers: | Article 57 The Shareholders general meeting shall have the following functions and powers: | ||
(1) to decide on the Companys operational policies and investment plans; |
(1) to decide on the Companys operational policies and investment plans; |
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(2) to elect and replace directors and decide on matters relating to the remuneration of directors; |
(2) to elect and replace directors (excluding employee representative directors) and decide on matters relating to the remuneration of directors; |
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(3) to elect and replace the supervisors who are representatives of shareholders and decide on matters relating to the remuneration of supervisors; |
(3) to elect and replace the supervisors who are representatives of shareholders and decide on matters relating to the remuneration of supervisors; |
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(4) to examine and approve reports of the board of directors; |
(4) to examine and approve reports of the board of directors; |
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(5) to examine and approve reports of the supervisory committee; |
(5) to examine and approve reports of the supervisory committee; |
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(6) to examine and approve the Companys proposed annual preliminary and final financial budgets; |
(6) to examine and approve the Companys proposed annual preliminary and final financial budgets; |
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(7) to examine and approve the Companys profit distribution plans and plans for making up losses; |
(7) to examine and approve the Companys profit distribution plans and plans for making up losses; |
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(8) to decide on increases or reductions in the Company registered capital; |
(8) to decide on increases or reductions in the Company registered capital; |
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(9) to decide on matters such as merger, division, change in company form, dissolution and liquidation of the Company; |
(9) to decide on matters such as merger, division, change in company form, dissolution and liquidation of the Company; |
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(10) to decide on the issue of debentures by the Company; |
(10) to decide on the issue of debentures by the Company; |
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(11) to decide on the appointment, dismissal and disengagement of the accountants of the Company; |
(11) to decide on the appointment, dismissal and disengagement of the accountants of the Company; |
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(12) to amend these articles of association; |
(12) to amend these articles of association; |
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(13) to consider motions raised by shareholders who represent 3 per cent or more of the total shares of the Company carrying the right to vote; |
(13) to consider motions raised by shareholders who represent 3 per cent or more of the total shares of the Company carrying the right to vote; |
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(14) to decide on other matters which require resolutions of the shareholders in general meeting according to relevant laws, administrative regulations and provisions of these articles of association; |
(14) to decide on other matters which require resolutions of the shareholders in general meeting according to relevant laws, administrative regulations and provisions of these articles of association; |
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(15) to decide on matters which the board of directors may be delegated or authorized to deal with by the shareholders in general meeting. |
(15) to decide on matters which the board of directors may be delegated or authorized to deal with by the shareholders in general meeting. |
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2 | Article 71 (A) Directors will be elected at Shareholders general meetings through cumulative voting. When directors are elected through cumulative voting at Shareholders general meetings, the number of total votes that a shareholder can exercise is the product of (i) the number of shares held by such shareholder, and (ii) the number of directors to be elected. A shareholder can give all his or her votes to one director candidate or divide his or her votes among several director candidates. Directors are elected at the Shareholders general meetings based on the number of votes the director candidates receive. | Article 71 (A) Directors (excluding employee representative directors) will be elected at Shareholders general meetings through cumulative voting. When directors are elected through cumulative voting at Shareholders general meetings, the number of total votes that a shareholder can exercise is the product of (i) the number of shares held by such shareholder, and (ii) the number of directors to be elected. A shareholder can give all his or her votes to one director candidate or divide his or her votes among several director candidates. Directors are elected at the Shareholders general meetings based on the number of votes the director candidates receive. |
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6 |
Article 107 (H) Newly added |
Article 107 (H) Matters requiring the involvement of employee representative directors can generally be divided into two categories: matters requiring board resolutions; and matters requiring reporting to the board. |
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(1) Matters requiring board resolutions: mainly include the enactment and amendment of basic management policy involving employee fundamental interests such as the Companys labour, remuneration policy, labour protection, rest days and holidays, safety and operation, training, education and welfare etc. |
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(2) Matters requiring reporting to the board: mainly include claims, comments and suggestions regarding employee democratic governance and democratic oversight and relevant claims and comments or the issues of tendency involving employees interests. |
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Article 132 Subject to Article 53, a director, supervisor, general manager, deputy general manager or other senior administrative officer of the Company may be relieved of liability for specific breaches of his duty by the informed consent of shareholders given at a general meeting. |
Article 132 Subject to Article 53, a director (excluding employee representative director) , supervisor, general manager, deputy general manager or other senior administrative officer of the Company may be relieved of liability for specific breaches of his duty by the informed consent of shareholders given at a general meeting. |
Note:
(1) | 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; and |
(2) | after addition of certain articles in the proposed amendments to the Articles of Association, the subsequent articles shall be re-numbered. The cross references to the numbering of articles of the original Articles of Association as so amended shall also be revised accordingly. |
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Appendix II | Proposed Amendments to the Rules for Procedures for General Meetings |
Set out below are the details of amendments to the Rules for Procedures for General Meetings:
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2 Article 20 The list of candidates for directors and supervisors shall be proposed to the shareholders general meeting for voting. In the event that matters involving the election of directors and supervisors are to be considered at the shareholders general meeting, the notice of such shareholders general meeting shall fully disclose the detailed information of the candidates for such directors and supervisors, which shall at least include the following: |
Article 20 The list of candidates for directors (excluding employee representative directors) and supervisors shall be proposed to the shareholders general meeting for voting. In the event that matters involving the election of directors (excluding employee representative directors) and supervisors are to be considered at the shareholders general meeting, the notice of such shareholders general meeting shall fully disclose the detailed information of the candidates for such directors (excluding employee representative directors) and supervisors, which shall at least include the following: |
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(1) personal background including education background, work experience and part-time jobs; |
(1) personal background including education background, work experience and part-time jobs; |
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(2) whether there is any connected relationship with the Company or its controlling shareholders and de facto controller; |
(2) whether there is any connected relationship with the Company or its controlling shareholders and de facto controller; |
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(3) Amount of shareholdings held in the Company; |
(3) Amount of shareholdings held in the Company; |
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(4) whether or not they have been penalized by the CSRC and other relevant authorities and stock exchange. |
(4) whether or not they have been penalized by the CSRC and other relevant authorities and stock exchange. |
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Apart from directors and supervisors elected through the cumulative voting system, each candidate of director or supervisor shall be individually proposed. |
Apart from directors (excluding employee representative directors) and supervisors elected through the cumulative voting system, each candidate of director (excluding employee representative directors) or supervisor shall be individually proposed. |
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Note:
The amendments to the Rules for Procedures for General Meetings 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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Appendix III | Proposed Amendments to the Rules for the Board Meetings |
Set out below are the details of amendments to the Rules for the Board Meetings:
No. | Existing Article | Revised Article | ||
1 |
Article 3 The composition of the board of directors |
Article 3 The composition of the board of directors |
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The board of directors shall consist of eleven (11) directors. The board of directors shall have one Chairman and one Vice-chairman. |
The board of directors shall consist of seven (7) to thirteen (13) directors. External directors shall represent more than one-half of the board of directors with not less than one-third of the board of directors being independent directors and at least one of them shall be an accounting professional. The board of directors shall have one Chairman and one Vice-chairman. |
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The Company has established a system of independent directorship. At least one-third and not less than 3 of the members of the board of directors shall be independent directors, and at least one of whom must be an accounting professional. Independent directors of the company shall exercise special function and power according to law, administrative regulations and provisions of articles of association. |
The Company has established a system on independent directorship.
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The board of directors shall have one employee representative director who shall be elected or removed by employee representative meeting. Employee representative director shall fulfil special responsibility according to the law, administrative regulations and provisions of the Articles of Association. |
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Directors shall serve a term of 3 years. A director may serve consecutive terms if re-elected upon the expiration of his or her term. |
Directors shall serve a term of 3 years. A director may serve consecutive terms if re-elected upon the expiration of his or her term. |
Note:
The amendments to the Rules for the Board Meetings 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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1 Year China Eastern Airlines Chart |
1 Month China Eastern Airlines Chart |
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