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 January 2008.
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.
| China Eastern Airlines Corporation Limited | ||
| |
(Registrant) |
|
| Date January 30, 2008 | By: |
/s/
Li
Fenghua
|
|
Name: Li Fenghua |
||
|
Title:
Chairman of the Board of Directors
|
||
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)
MAJOR
TRANSACTION
PURCHASE
OF THIRTY BOEING 737 NG SERIES AIRCRAFT
|
On
30 January 2008, the Company entered into the Agreement with
Boeing
Company regarding the purchase of thirty Boeing 737 NG series
aircraft
(with engines).
The
Agreement constitutes a major transaction of the Company under
the Listing
Rules as applied by the Stock Exchange and is subject to shareholders’
approval.
CEA
Holding, which holds approximately 59.67% of the issued share
capital of
the Company, does not have any interest or benefit under the
Agreement. No
shareholder (including CEA Holding) would be required to abstain
from
voting at any shareholders’ general meeting, if convened, to approve the
Agreement. The Agreement has accordingly been approved in writing
by CEA
Holding pursuant to Rule 14.44 of the Listing Rules, and no general
meeting is required to be convened.
The
Company will issue and despatch to its shareholders a circular
containing
the information required under the Listing Rules in relation
to the
Agreement.
|
THE
AGREEMENT
On
30
January 2008, the Company entered into the Agreement with Boeing Company
regarding the purchase of the Aircraft in accordance with the terms and
conditions thereof.
To
the
best knowledge, information and belief of the Company’s directors having made
all reasonable enquiry, Boeing Company and its ultimate beneficial owner(s)
are
third parties independent of the Company and connected persons (as defined
in
the Listing Rules) of the Company, and are not connected persons of the
Company.
|
Aircraft
to be acquired
|
:
|
The
Aircraft (i.e. thirty brand new Boeing 737 NG series aircraft
(with
engines)).
|
|
Consideration
|
:
|
The
aircraft basic price of the Aircraft in aggregate is approximately
US$1.94
billion (RMB13.98 billion) based on the relevant price catalog
in July
2005. Such aircraft basic price comprises the airframe price
(which is
subject to price escalation by applying a formula), optional
features
prices and engine price.
|
|
The
Agreement was negotiated and entered into in accordance with
customary
business and industry practice, under which Boeing Company has
granted to
the Company significant price concessions with regard to the
Aircraft.
These will take the form of credit memoranda which may be used
by the
Company towards the purchase of the Aircraft or spare parts,
goods and
services or may be used towards the final delivery invoice payment
of the
Aircraft. Such credit memoranda were determined after arm’s length
negotiations between the parties and as a result, the actual
consideration
for the Aircraft is lower than the aircraft basic price of the
Aircraft
mentioned above.
Based
on such actual consideration under the Agreement, the relevant
“percentage
ratio” calculated under Rule 14.07 of the Listing Rules at the material
time is above 25% but less than 100%, the Agreement constitutes
a major
transaction of the Company under the Listing Rules as applied
by the Stock
Exchange. In respect of the transaction, the Company understands
its
disclosure obligations normally required under Chapter 14 of
the Listing
Rules, and has therefore on separate occasions raised the issue
with
Boeing Company in order to seek its consent to the Company’s disclosing
certain otherwise required information (including the relevant
consideration involved) in the relevant announcements and circulars.
Nonetheless, Boeing Company, for business reasons and from a
commercial
perspective, did not accede to the Company’s request in this respect, and
insisted preservation of the confidentiality carried with such
information
to the extent possible. The Company has made an application to
the Stock
Exchange for a waiver from strict compliance with the relevant
provisions
under the Listing Rules in respect of the disclosure of the actual
consideration for the Aircraft.
The
Company confirms that the extent of the price concessions granted
to the
Company under the Agreement is comparable with the price concessions
that
the Company had obtained under its agreement entered into in
April 2006
with Boeing Company regarding the purchase of certain Boeing
737 NG series
aircraft. The Company believes that there is no material impact
of the
price concessions obtained under the Agreement on the Company’s operating
costs taken as a whole.
|
||
|
Payment
terms and source of funding
|
:
|
The
consideration under the Agreement is payable by cash in United
States
dollars in instalments, and is, as currently contemplated, being
funded
principally by way of bank loans or other financial arrangements
from
banking institutions.
|
|
Delivery
|
:
|
The
Aircraft are expected to be delivered to the Company in stages
from July
2011 to November 2015.
|
GENERAL
|
The
Company and Boeing Company
|
:
|
The
Company is principally engaged in the business of civil aviation.
Boeing
Company, to the knowledge of the Directors, is a company incorporated
in
the State of Delaware of the United States of America and is
principally
engaged in the business of aircraft manufacturing.
|
|
Reasons
for entering into the transaction and benefits expected to accrue
to the
Company
|
:
|
The
Company expects that the Aircraft will be introduced to satisfy
the
increasing demand in the domestic short to middle range passenger
air-routes. It is also believed that the transaction will enhance
the
Company’s market share and competitiveness in the market segment serving
short to middle range passenger air-routes, thereby improving
its aviation
network coverage and profitability.
As
mentioned above, the consideration is being funded principally
by way of
financial arrangements with banking institutions. The transaction
may
therefore result in an increase in the Company’s debt-to-equity ratio, but
is not expected to impact on the Company’s cash-flow position or its
business operations.
The
transaction has been approved by the board of directors of the
Company and
will be approved by the relevant regulatory authority(ies) in
the PRC in
compliance with the relevant regulatory requirements.
The
Company’s directors believe that the terms of the Agreement are fair
and
reasonable and in the interests of the Company’s shareholders as a
whole.
|
|
Major
transaction
|
:
|
The
Agreement constitutes a major transaction of the Company under
the Listing
Rules as applied by the Stock Exchange and is subject to shareholders’
approval.
CEA
Holding, which holds approximately 59.67% of the issued share
capital of
the Company, does not have any interest or benefit under the
Agreement. No
shareholder (including CEA Holding) would be required to abstain
from
voting at any shareholders’ general meeting, if convened, to approve the
Agreement.
|
|
The
Agreement has accordingly been approved in writing by CEA Holding
pursuant
to Rule 14.44 of the Listing Rules, and no general meeting is
required to
be convened.
The
Company will issue and despatch to its shareholders a circular
containing
the information required under the Listing Rules in relation
to the
Agreement.
|
DEFINITIONS
In
this
announcement, unless the context otherwise requires, the following terms
shall
have the following meanings:
|
“Agreement”
|
means
the agreement entered into on 30 January 2008 by the Company
with Boeing
Company regarding the purchase of the Aircraft;
|
|
“Aircraft”
|
means
thirty brand new Boeing 737 NG series aircraft (with
engines);
|
|
“Boeing
Company”
|
means
Boeing Company, a company incorporated in the State of Delaware
of the
United States of America;
|
|
“CEA
Holding”
|
means
中國東方航空集團公司
(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 as at the date of this
Announcement;
|
|
“Company”
|
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;
|
|
“Hong
Kong”
|
means
the Hong Kong Special Administrative Region of the People’s Republic of
China;
|
|
“Listing
Rules”
|
means
the Rules Governing the Listing of Securities on The Stock Exchange
of
Hong Kong Limited;
|
|
“PRC”
|
means
the People’s Republic of China;
|
|
“RMB”
|
means
renminbi, the lawful currency of the PRC;
|
|
“Stock
Exchange”
|
means
The Stock Exchange of Hong Kong Limited; and
|
|
“US$”
|
means
United States dollar, the lawful currency of the United States
of
America.
|
For
illustration purpose only, translation of US$ to RMB is made in this
announcement at the rate of US$1.00 to RMB7.2062. No representation is
made that
any amount in RMB or US$ could have been or could be converted at such
rate or
at any other rate or at all.
By
order of the board
of the directors of
CHINA
EASTERN
AIRLINES CORPORATION LIMITED
Luo
Zhuping
Director
and Company
Secretary
The
Company’s directors as at the date of this announcement are:
|
Li
Fenghua
|
(Chairman,
Non-executive Director)
|
|
Li
Jun
|
(Vice
Chairman, Non-executive Director)
|
|
Cao
Jianxiong
|
(President,
Executive Director)
|
|
Luo
Chaogeng
|
(Non-executive
Director)
|
|
Luo
Zhuping
|
(Executive
Director)
|
|
Hu
Honggao
|
(Independent
non-executive Director)
|
|
Peter
Lok
|
(Independent
non-executive Director)
|
|
Wu
Baiwang
|
(Independent
non-executive Director)
|
|
Zhou
Ruijin
|
(Independent
non-executive Director)
|
|
Xie
Rong
|
(Independent
non-executive Director)
|
Shanghai,
the PRC
30
January 2008