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 November 2007.
Commission
File Number: 001-14550
China
Eastern Airlines Corporation Limited
———————————————————————————————————
(Translation
of Registrant’s name into English)
2550
Hongqiao Road
Hongqiao
Airport
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: x Form
20-F o 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): o
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): o
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: o Yes x 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.
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China
Eastern Airlines Corporation Limited
(Registrant)
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| Date November 19, 2007 | By: |
/s/ Li
Fenghua
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Name: Li Fenghua |
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Title:
Chairman of
the Board of Directors
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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
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.
The
Stock Exchange of Hong Kong Limited takes no responsibility for the contents
of
this announcement, makes no representation as to its accuracy or completeness
and expressly disclaims 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: 670)
CONNECTED
TRANSACTION
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On
16 November 2007, CEA Holding, the Company and East China Cares
entered
into the Equity Transfer Agreement pursuant to which the Company
and East
China Cares agreed to dispose of their entire equity interests
in CEA
Investment to CEA Holding.
Since
CEA Holding is the controlling shareholder, and hence a connected
person,
of the Company, the Disposal constitutes a connected transaction
of the
Company under the Listing Rules. As the Disposal is on normal commercial
terms and each of the applicable percentage ratios is less than2.5%,
the
Disposal is only subject to reporting and announcement requirements
set
out in Rules 14A.45 to 14A.47 of the Listing
Rules.
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THE
DISPOSAL
Equity
Transfer Agreement
On
16
November 2007, CEA Holding (as the acquirer), the Company (as the seller)
and
East China Cares (as the seller) entered into the Equity Transfer Agreement
pursuant to which the Company and East China Cares agreed to dispose of their
entire equity interests in CEA Investment to CEA Holding.
Immediately
following completion of the Disposal, CEA Investment will cease to be a
subsidiary of the Group.
Parties
and their relationship
The
following chart sets forth the shareholding structure of CEA Investment prior
to
the Disposal:
CEA
Holding is a state-owned enterprise established in the PRC. The principal
activities of CEA Holding are investment holding.
The
Group
is principally engaged in the business of civil aviation.
East
China Cares is principally engaged in the business of integration of
computerised system, including the provision of computerised system for
aviation, and related products for travellers in relation to the development
of
the computerised system for aviation.
Consideration
and payment terms
Consideration
The
considerations to be received by the Company and East China Cares for the
disposal of 98.79% and 1.21% interests in CEA Investment are approximately
RMB461.9 million and RMB5.66 million, respectively. The consideration is
determined based on an open tender process conducted through SUAEE and is
equivalent to the ask price by the Company and East China Cares, and the
bid
price submitted by CEA Holding. Based on the information released by SUAEE
in
connection with the tender, CEA Investment was valued at RMB467.57 million
with
reference to an independent valuation, conducted by CCAFM (an independent
PRC
qualified valuer), as at 31 May 2006.
As
at 31
December 2006, the audited net asset value of CEA Investment was approximately
RMB422 million. The audited net profit attributable to CEA Investment (both
before and after taxation and extraordinary items) for the two financial
years
ended 31 December 2005 and 2006 were approximately RMB197,580 and RMB-790,320,
respectively.
1
Payment
terms
The
acquisition price shall be payable by CEA Holding in cash within 5 business
days
from the Effective Date.
Conditions
precedent
The
Equity Transfer Agreement will become effective once it has been examined,
verified and sealed by SUAEE, and a certificate of property right trading
has
been issued by SUAEE.
Reasons
for and benefits of the Disposal
CEA
Investment is principally engaged in the business of investment and other
investment related consultation services. At present, CEA Investment has
been
involved in major projects including the long-term investment in Liuting
Airport
Company and the investment in CEA Swire Investment. In accordance with the
current development and operation plan of Liuting Airport Company, no dividend
is expected to be paid in the next three to five years.
The
Company expects that there will be no material gain or loss from the Disposal.
The Board believes that the Disposal will increase the Company’s cashflow and
reduce the pressure towards its capital, lower the debt to asset ratio and
further enhance the sustainable business operation of the Company. The proceeds
of the Disposal will be used mainly for the purchase of aircraft so as to
increase flight capacity and promotes the competitiveness of the Company’s brand
name. In addition, the Company will focus its core operation on civil aviation
business. Accordingly, all related ancillary services will be operated by
CEA
Holding.
Implications
under the Listing Rules
Since
CEA
Holding is the controlling shareholder, and hence a connected person, of
the
Company, the Disposal constitutes a connected transaction of the Company
under
the Listing Rules.
Based
on
the relevant information disclosed above, the Directors (including the
independent non-executive Directors) believe that the Disposal is on normal
commercial terms, in the ordinary and usual course of business, fair and
reasonable and in the interests of the Group and the Company’s shareholders as a
whole.
As
the
Disposal is on normal commercial terms and each of the applicable percentage
ratios is less than 2.5%, the Disposal is only subject to reporting and
announcement requirements set out in Rules 14A.45 to 14A.47 of the Listing
Rules.
DEFINITIONS
In
this
announcement, unless the context otherwise requires, the following expressions
have the following meanings:
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“Board”
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means
the board of the Directors;
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“CCAFM”
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means 中華財務會計諮詢有限公司
(China
Consultants of Accounting and Financial Management, Co. Ltd.),
an
independent PRC qualified valuer;
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2
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“CEA
Holding”
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means 中國東方航空集團有限公司
(China Eastern Air Holding Company), a wholly PRC state-owned
enterprise
and the controlling shareholder of the Company holding approximately
59.67% of its issued share capital;
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“CEA
Investment”
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means
上海東航投資有限公司 (China
Eastern Air Investment Company Limited), a company incorporated
in the PRC
and owned as to 98.79% by the Company and 1.21% by East China
Cares;
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“CEA
Swire Investment”
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means
上海東航太古投資有限公司
(Shanghai
Eastern Airlines Swire Investment Company Limited), a sino-foreign
joint
venture incorporated in the PRC and owned as to 50% by CEA Investment
and
50% by Taikoo Investment Company Limited;
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“Company”
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means
中國東方航空股份有限公司 (China
Eastern Airlines Corporation Limited), a joint stock limited
company
incorporated in the PRC with limited liability, whose H shares,
A shares
and American depositary shares are listed on the Stock Exchange,
the
Shanghai Stock Exchange and the New York Stock Exchange, Inc.,
respectively;
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“connected
person(s)”
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has
the meaning ascribed thereto under the Listing Rules;
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“Directors”
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means
the directors of the Company;
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“Disposal”
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means
the entering into by the Company and East China Cares of the
Equity
Transfer Agreement and all transactions, thereunder, details
of which are
set out under the paragraph headed “Disposal” included in this
announcement;
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“East
China Cares”
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means
上海民航華東凱亞系統集成有限公司
(East China Cares System Co., Ltd.), a company incorporated in
the PRC
with limited liability, and owned as to 41% by the Company, 41%
by
TravelSky Technology and 18% by Shanghai International
Airport;
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“Effective
Date”
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means
the date of which the Equity Transfer Agreement becomes
unconditional;
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“Equity
Transfer
Agreement”
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means
the conditional equity transfer agreement dated 16 November
2007 entered into, among others, CEA Holding, the Company and
East China
Cares in connection with the disposal by the Company and East
China Cares
of their entire equity interests in CEA
Investment;
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“Group”
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means
the Company and its subsidiaries;
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“Hong
Kong”
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means
Hong Kong Special Administrative Region of the People’s Republic of
China;
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“Listing
Rules”
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means
the Rules Governing the Listing of Securities on The Stock Exchange
of
Hong Kong Limited;
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“Liuting
Airport Company”
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means
青島流亭國際機場有限責任公司
(Qingdao Liuting International Airport Company Limited), a company
incorporated in the PRC with limited liability and CEA Investment
holds
25% of its registered capital;
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“percentage
ratios”
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has
the meaning ascribed thereto under the Listing Rules;
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“PRC”
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means
the People’s Republic of China;
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“RMB”
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means
Renminbi yuan, the lawful currency of the PRC;
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“Shanghai
International
Airport”
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means 上海國際機場股份有限公司
(Shanghai
International
Airport Co., Ltd.), a joint stock limited company incorporated
in the PRC
whose shares are listed on the Shanghai Stock
Exchange;
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“Stock
Exchange”
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means
The Stock Exchange of Hong Kong Limited;
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“SUAEE”
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means
Shanghai United Assets and Equity Exchange;
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“TravelSky
Technology”
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means
中國民航信息網絡股份有限公司
(TravelSky Technology Limited), a joint stock limited company
incorporated
in the PRC whose H shares are listed on the Stock Exchange;
and
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“%”
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means
per cent.
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By
order
of the Board
CHINA
EASTERN AIRLINES CORPORATION LIMITED
Li
Fenghua
Chairman
The
Directors, as at the date of this announcement, are:
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Li
Fenghua
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(Chairman,
Non-executive Director)
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Li
Jun
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(Vice
Chairman, Non-executive Director)
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Luo
Chaogeng
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(Non-executive
Director)
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Cao
Jianxiong
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(President,
Executive Director)
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Luo
Zhuping
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(Executive
Director)
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Hu
Honggao
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(Independent
non-executive Director)
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Peter
Lok
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(Independent
non-executive Director)
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Wu
Baiwang
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(Independent
non-executive Director)
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Zhou
Ruijin
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(Independent
non-executive Director)
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Xie
Rong
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(Independent
non-executive
Director)
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4