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 April 2013
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 ¨ 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 | April 17, 2013 | 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)
ANNOUNCEMENT
COMPLETION OF ISSUANCE OF NEW A SHARES
Reference is made to (i) the circular of China Eastern Airlines Corporation Limited (the “Company”) dated 24 September 2012 in relation to, inter alia, the issuance of new A Shares and new H Shares of the Company (the “Circular”); (ii) the announcement of the Company dated 9 November 2012 in relation to the poll results of the EGM held on such date; and (iii) the announcement of the Company dated 10 April 2013 relating to the approval of the non- public issue of new A Shares by the CSRC. Terms used herein shall have the same meanings as ascribed to them in the Circular.
The Company is pleased to announce that the issuance of new A Shares is completed. Details of the issuance is as follows:
| 1. | NUMBER OF SHARES ISSUED AND ISSUANCE PRICE |
| Type of shares | : | RMB ordinary shares (A Shares) |
|
Number of shares issued |
: |
698,865,000 shares |
|
Issuance price |
: |
RMB3.28 per share |
|
Total proceeds |
: |
RMB2,292,277,200 |
| 2. | NUMBER OF SHARES ISSUED AND LOCK-UP PERIOD |
| No. | Subscribers | Number of shares issued | Lock-up period | |||||||||
| 1 | 中國東方航空集團公司 (China Eastern Air Holding Company) (“CEA Holding”) | 241,547,927 | 36 months | |||||||||
| 2 | 東航金戎控股有限責任公司 (CES Finance Holding Co. Ltd) (“CES Finance”) | 457,317,073 | 36 months | |||||||||
| Total | 698,865,000 |
| -1- |
| 3. | EXPECTED LISTING DATE |
On 16 April 2013, the procedures for registration of the new A Shares with the Shanghai Branch of China Securities Depository & Clearing Co. Ltd. (中國證券登記結算有限責任公司) has been completed. The 698,865,000 new A Shares under this issue are subject to a lock-up period of 36 months from the completion date of the issue and are expected to be listed on 17 April 2016.
| 4. | SHAREHOLDING STRUCTURE PRIOR TO, AND IMMEDIATELY AFTER COMPLETION OF THE ISSUANCE OF THE NEW A SHARES |
The shareholding structure of the Company prior to, and immediately after completion of the issuance of the new A Shares is as follows:
| Shareholders | Prior to completion of the issuance of the new A Shares | Immediately after completion of the issuance of the new A Shares | ||||||
| Number of shares | Number of shares | |||||||
| CEA Holding | 4,831,375,000 | 5,072,922,927 | ||||||
(A Shares) | (A Shares) | |||||||
| CES Finance | – | 457,317,073 | ||||||
(A Shares) | ||||||||
| CES Global | 1,927,375,000 | 1,927,375,000 | ||||||
(H Shares) | (H Shares) | |||||||
| Public | ||||||||
| – A Shares | 2,950,838,860 | 2,950,838,860 | ||||||
| – H Shares | 1,566,950,000 | 1,566,950,000 | ||||||
| Total | 11,276,538,860 | 11,975,403,860 | ||||||
The Company will make further announcement as and when the issuance of new H Shares is completed.
By order of the Board
CHINA EASTERN AIRLINES CORPORATION LIMITED
Wang Jian
Joint Company Secretary
The Directors as at the date of this announcement are:
| Liu Shaoyong | (Chairman) |
| Ma Xulun | (Vice Chairman, President) |
| Xu Zhao | (Director) |
| Gu Jiadan | (Director) |
| Li Yangmin | (Director, Vice President) |
| Tang Bing | (Director, Vice President) |
| Luo Zhuping | (Director) |
| Sandy Ke-Yaw Liu | (Independent non-executive Director) |
| Wu Xiaogen | (Independent non-executive Director) |
| Ji Weidong | (Independent non-executive Director) |
| Shao Ruiqing | (Independent non-executive Director) |
| Shanghai, the PRC | |
| 17 April 2013 |
| -2- |