Announcement of Intention to Delist American Depositary Shares from the New York Stock Exchange and Subsequent Arrangements
SHANGHAI, Jan. 13, 2023 /PRNewswire/ -- China Eastern Airlines Corporation Limited (the “Company”; NYSE: “CEA”; SEHK “0670”; SSE “600115″) announces that it has notified the New York Stock Exchange (the “NYSE”) on 13 January 2023 (U.S. Eastern Time) of its proposed application for voluntary delisting of its American depositary shares (the “ADSs”) from the NYSE and deregistration of such ADSs and the underlying overseas listed foreign shares (the “H Shares”, with a par value of RMB1 each) under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Taking into consideration the following commercial factors: (i) the fact that the underlying number of H Shares represented by the ADSs is relatively small as compared to the total number of H Shares of the Company; (ii) the limited trading volume of the ADSs of the Company as compared to the worldwide trading volume of H Shares of the Company; (iii) the considerable costs associated with maintaining the listing of the ADSs on the NYSE and the registration of the ADSs and the underlying H Shares with the U.S. Securities and Exchange Commission (the “SEC”) and complying with the periodic reporting and related obligations under the Exchange Act; and (iv) the fact that the Company has never utilized the NYSE for any follow-on financings while the Company believes that The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and the Shanghai Stock Exchange are sufficient alternatives for the Company’s future financing needs, the board of directors (the “Board”) of the Company approved the delisting of the ADSs from the NYSE and the deregistration of the ADSs and the underlying H Shares under the Exchange Act.
As such, the Company intends to file a Form 25 with the SEC on or around 23 January 2023 to delist its ADSs from the NYSE. Such delisting is expected to become effective ten days after the filing of the Form 25. The last trading day of the ADSs on the NYSE is expected to be on or about 2 February 2023. On and after such date, the ADSs will no longer be listed on the NYSE and whether or not the ADSs will be traded on the over-the-counter market thereafter will depend on the actions of shareholders and independent third parties, without the Company’s involvement.
After the delisting becomes effective, once the Company satisfies the conditions for deregistration, the Company intends to file a Form 15F with the SEC to deregister the ADSs and the underlying H Shares under the Exchange Act. Thereafter, the reporting obligations of the Company under the Exchange Act will be suspended unless the Form 15F is subsequently revoked or rejected. The deregistration and the termination of the reporting obligations of the Company under the Exchange Act are expected to become effective 90 days after the filing of the Form 15F. Upon the filing of the Form 15F, the Company will make available the information required by Rule 12g3–2(b) under the Exchange Act on its website at www.ceair.com. The Company, as a listed issuer, will also continue to comply with its financial reporting and other obligations under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”).
The Company intends to terminate its ADSs program in an appropriate manner in accordance with the deposit agreement in due course after the delisting of the ADSs from the NYSE. The H Shares of the Company will continue to be traded on the Hong Kong Stock Exchange.
The Company reserves its right in all aspects to postpone or withdraw the above filings prior to their effectiveness; if necessary, the Company will make further announcements as required by the Listing Rules and other applicable laws.
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SOURCE China Eastern Airlines