CHINA EASTERN AIRLINES CORP LTD Form 20-F Filed 2021-04-28

SECURITIES AND EXCHANGE COMMISSION FORM 20-F Annual and transition report of foreign private issuers pursuant to sections 13 or 15(d) Filing Date: 2021-04-28 | Period of Report: 2020-12-31 SEC Accession No. 0001193125-21-135351 (HTML Version on secdatabase.com) FILER CHINA EASTERN AIRLINES CORP LTD Mailing Address Business Address BOARD SECRETARIAT'S BOARD SECRETARIAT'S CIK:1030475| IRS No.: 000000000 | Fiscal Year End: 1231 OFFICE OFFICE Type: 20-F | Act: 34 | File No.: 001-14550 | Film No.: 21861301 KONG GANG SAN LU, KONG GANG SAN LU, SIC: 4512 Air transportation, scheduled NUMBER 88, NUMBER 88, SHANGHAI, F4 200335 SHANGHAI, F4 200335 (8621) 6268-6268 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 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 中国东方航空股份有限公司 (Exact Name of Registrant as Specified in Its Charter) China Eastern Airlines Corporation Limited The Peoples Republic of China (Translation of Registrants Name Into English) (Jurisdiction of Incorporation or Organization) 5/F, Block A2, Northern District, CEA Building 36 Hongxiang 3rd Road, Minhang District, Shanghai Peoples Republic of China Tel: (8621) 6268-6268 Fax: (8621) 6268-6116 (Address and Contact Details of the Board Secretariats Office) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol Name of Each Exchange on which Registered American Depositary Shares CEA The New York Stock Exchange Ordinary H Shares, par value RMB1.00 per The New York Stock Exchange* share (1) 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: Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document None (Title of Class) Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report. As of December 31, 2020, 11,202,731,426 Ordinary Domestic Shares, par value RMB1.00 per share, were issued and outstanding, and 5,176,777,777 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 ☒ 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 ☒ 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 ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of large accelerated filer, accelerated filer and emerging growth company in Rule 12b-2 of the Exchange Act. Large Accelerated Filer ☒ Accelerated Filer ☐ Non-Accelerated Filer ☐ Emerging Growth Company ☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. ☐ The term new or revised financial accounting standard refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ 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 Other ☐ by the International Accounting Standards Board ☒ 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 ☒ Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Page No. PART I Item 1. Identity of Directors, Senior Management and Advisers 3 Item 2. Offer Statistics and Expected Timetable 3 Item 3. Key Information 3 Item 4. Information on the Company 17 Item 4A. Unresolved Staff Comments 35 Item 5. Operating and Financial Review and Prospects 35 Item 6. Directors, Senior Management and Employees 58 Item 7. Major Shareholders and Related Party Transactions 66 Item 8. Financial Information 74 Item 9. The Offer and Listing 76 Item 10. Additional Information 77 Item 11. Quantitative and Qualitative Disclosures about Market Risk 89 Item 12. Description of Securities Other than Equity Securities 91 PART II Item 13. Defaults, Dividend Arrearages and Delinquencies 92 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 92 Item 15. Controls and Procedures 92 Item 16A.Audit Committee Financial Expert 93 Item 16B.Code of Ethics 93 Item 16C.Principal Accountant Fees and Services 93 Item 16D.Exemptions from the Listing Standards for Audit Committees 94 Item 16E.Purchase of Equity Securities by the Issuer and Affiliated Purchasers 94 Item 16F.Changes in Registrants Certifying Accountant 94 Item 16G.Corporate Governance 94 Item 16H.Mine Safety Disclosures 96 PART III Item 17. Financial Statements 96 Item 18. Financial Statements 96 Item 19. Exhibits 96 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents SUPPLEMENTAL INFORMATION In this Annual Report, unless otherwise specified, the term dollars, U.S. dollars or US$ refers to United States dollars, the lawful currency of the United States of America, or the United States or the U.S.; the term Renminbi or RMB refers to Renminbi, the lawful currency of The Peoples Republic of China, or China or the PRC; the term Hong Kong dollars or HK$ refers to Hong Kong dollars, the lawful currency of the Hong Kong Special Administrative Region of China, or Hong Kong; the term SGD refers to Singapore dollars, the lawful currency of the Republic of Singapore; the term JPY refers to Japan Yen, the lawful currency of Japan; the term EUR refers to EURO, the lawful currency of EMU member countries and the term KRW refers to Korea Won, the lawful currency of the Republic of Korea. Any discrepancies in the tables included herein between the amounts listed and the totals are due to rounding. In this Annual Report, the term we, us, our, our/the Company, or our/the Group refers to China Eastern Airlines Corporation Limited, a joint stock limited company incorporated under the laws of the PRC on April 14, 1995, and our subsidiaries, or, in respect of references to any time prior to the incorporation of China Eastern Airlines Corporation Limited, the core airline business carried on by its predecessor, China Eastern Airlines, which was assumed by China Eastern Airlines Corporation Limited pursuant to the restructuring described in this Annual Report. The term CEA Holding refers to our parent, China Eastern Air Holding Company, which was established on October 11, 2002 as a result of the merger of our former controlling shareholder, Eastern Air Group Company, or EA Group, with China Northwest Airlines Company and Yunnan Airlines Company. For the purpose of this Annual Report, references to The Peoples Republic of China, China and the PRC do not include Hong Kong, Taiwan, or the Macau Special Administrative Region of China, or Macau. CAUTIONARY STATEMENT WITH RESPECT TO FORWARD-LOOKING STATEMENTS Certain

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