SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 20-F/A
(Amendment No. 1)
| ¨ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2012
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| ¨ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 1-14550
(Exact Name of Registrant as Specified in Its Charter)
| China Eastern Airlines Corporation Limited | The People’s Republic of China | |
| (Translation of Registrant’s Name Into English) | (Jurisdiction of Incorporation or Organization) |
Kong Gang San Lu, Number 92
Shanghai, 200335
People’s Republic of China
Tel: (8621) 6268-6268
Fax: (8621) 6268-6116
(Address and Contact Details of the Board Secretariat's Office)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Name of Each Exchange | ||
| Title of Each Class | on which Registered | |
| American Depositary Shares | The New York Stock Exchange | |
| Ordinary H Shares, par value RMB1.00 per share | The New York Stock Exchange* |
* Not for trading, but only in connection with the registration of American Depositary Shares. The Ordinary H
Shares are also listed and traded on The Stock Exchange of Hong Kong Limited.
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close
of the period covered by the annual report.
As of December 31, 2012, 7,782,213,860 Ordinary Domestic Shares, par value RMB1.00 per share, were issued and outstanding, and 3,494,325,000 Ordinary H Shares par value RMB1.00 per share, were issued and outstanding. H Shares are Ordinary Shares of the Company listed on The Stock Exchange of Hong Kong Limited. Each American Depositary Share represents 50 Ordinary H Shares.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨ No x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer ¨ | Accelerated Filer x | Non-Accelerated Filer ¨ |
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ¨ |
International Financial Reporting Standards as issued by the International Accounting Standards Board x |
Other ¨ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ¨ Item 18 ¨
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
EXPLANATORY NOTE
This Amendment No. 1 (the "Amendment No. 1") to the registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2012 (the "Form 20-F") is being filed by China Eastern Airlines Corporation Limited (the "Registrant") solely to re-file Exhibit 4.27 originally attached to the Form 20-F. The Registrant has requested confidential treatment for the contract included as Exhibit 4.27, and portions of Exhibit 4.27 have been omitted accordingly. A full, unredacted version has been separately submitted to the Commission.
Exhibit 4.27 to this Amendment No. 1 supersedes and replaces the corresponding exhibit filed with the Form 20-F.
This Amendment No. 1 makes no changes to the financial statements of the Registrant. Other than what is stated above, this Amendment No. 1 does not, amend, update or restate the information in any other item of the Form 20-F as originally filed on April 24, 2013, or reflect any events that have occurred after the original filing of the Form 20-F.
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on the Form 20-F/A and that it has duly caused and authorized the undersigned to sign this Amendment No.1 on its behalf.
| CHINA EASTERN AIRLINES CORPORATION LIMITED | ||
| By: | /s/ Liu Shaoyong | |
| Name: Liu Shaoyong | ||
| Title: Chairman of the Board of Directors | ||
Date: August 19, 2013