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 July 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 July 23, 2007 | By | /s/ Li Fenghua |
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Name: Li Fenghua |
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| 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)
DISCLOSEABLE
TRANSACTION
PURCHASE
OF TEN AIRBUS A320 SERIES AIRCRAFT
On
17th
July, 2007, the Company entered into the Agreement with Airbus SAS regarding
the
purchase of ten Airbus A320 series aircraft (with engines).
The
Agreement constitutes a discloseable transaction of the Company under the
Listing Rules as applied by the Stock Exchange. The Company will issue and
despatch to its shareholders a circular containing the information required
under the Listing Rules in relation to the Agreement.
As
announced by the Company on the clarification announcement dated 30th May,
2007,
there is a material event, that is, the introduction of strategic investors
by
the Company, which is pending disclosure, and the Company is in preparation
of
such information for disclosure, and trading in the H shares of the Company
has
been suspended since 22nd May, 2007. Trading in the H shares will remain
suspended until the publication of a further announcement which is
price-sensitive in nature.
THE
AGREEMENT
On
17th
July, 2007, the Company entered into the Agreement with Airbus SAS 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, Airbus SAS 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.
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Aircraft
to be acquired
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:
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The
Aircraft (i.e. ten brand new Airbus A320 series aircraft (with
engines)).
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Consideration
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:
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The
aircraft basic price of the Aircraft in aggregate is approximately
US$613
million (RMB4.64 billion) based on the relevant price catalog
in 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.
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The
Agreement was negotiated and entered into in accordance with
customary
business and industry practice, under which Airbus SAS 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.
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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 5% but less than 25%, the Agreement constitutes
a
discloseable transaction of the Company under the Listing Rules
as applied
by the Stock Exchange, and is therefore not subject to shareholders’
approval under the Listing Rules. 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 Airbus SAS 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, Airbus SAS, 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.
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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
June 2006
with Airbus SAS regarding the purchase of certain Airbus A320
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.
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Payment
terms and source
of funding
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:
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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.
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Delivery
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:
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The
Aircraft are expected to be delivered to the Company in stages
from March
2011 to June 2012.
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GENERAL
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The
Company and Airbus
SAS
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:
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The
Company is principally engaged in the business of civil aviation.
Airbus
SAS, to the Directors’ knowledge, is principally engaged in the business
of manufacturing and selling aircraft.
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Reasons
for entering into the transaction and benefits expected to accrue
to the
Company
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:
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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 and
competitiveness in the market segment serving short to middle
range
enhance the Company’s market share passenger air-routes, thereby improving
its aviation network coverage and profitability.
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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.
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The
transaction has been approved by the board of directors of the
Company and
the relevant regulatory authority(ies) in the PRC in compliance
with the
relevant regulatory requirements.
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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.
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FURTHER
INFORMATION
The
Company will issue and despatch to its shareholders a circular containing
the
information required under the Listing Rules in relation to the
Agreement.
As
announced by the Company on the clarification announcement dated 30th May,
2007,
there is a material event, that is, the introduction of strategic investors
by
the Company, which is pending disclosure, and the Company is in preparation
of
such information for disclosure, and trading in the H shares of the Company
has
been suspended since 22nd May, 2007. Trading in the H shares will remain
suspended until the publication of a further announcement which is
price-sensitive in nature.
DEFINITIONS
In
this
announcement, unless the context otherwise requires, the following terms
shall
have the following meanings:
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“Agreement”
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means
the agreement entered into on 17th July, 2007 by the Company
with Airbus
SAS regarding the purchase of the Aircraft;
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“Airbus
SAS”
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means
Airbus SAS, a company created and existing under the laws of
France;
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“Aircraft”
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means
ten brand new Airbus A320 series aircraft (with
engines);
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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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“Hong
Kong”
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means
the 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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“PRC”
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means
the People’s Republic of China;
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“RMB”
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means
renminbi, the lawful currency of the PRC;
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“Stock
Exchange”
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means
The Stock Exchange of Hong Kong Limited; and
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“US$”
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means
United States dollar, the lawful currency of the United States
of
America.
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For
illustration purpose only, translation of US$ to RMB is made in this
announcement at the rate of US$1.00 to RMB7.57. No representation is made
that
any amount in RMB or US$ 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:
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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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Cao
Jianxiong
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(President,
Executive Director)
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Luo
Chaogeng
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(Non-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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Shanghai,
the PRC
20th
July, 2007