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 December 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 ¨ 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): ¨
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): ¨
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: ¨ 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
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(Registrant)
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Date
December 29,
2008
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By
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/s/ Luo Zhuping
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Name:
Luo Zhuping
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Title:
Company
Secretary
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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.
(A
joint stock limited company incorporated in the People’s Republic of China with
limited liability)
(Stock
code: 670)
(1)
ADJUSTMENT TO THE TERMS
OF
THE CONNECTED TRANSACTIONS
SUBSCRIPTIONS
OF NEW A SHARES AND NEW H SHARES
UNDER
SPECIFIC MANDATE
BY
CHINA
EASTERN AIR HOLDING COMPANY
AND
CES
GLOBAL HOLDINGS (HONG KONG) LIMITED
(2)
RESUMPTION OF TRADING OF H SHARES
(3)
PROPOSED AMENDMENT OF ARTICLES OF
ASSOCIATION
OF THE COMPANY
Financial
Adviser
Independent
Financial Adviser
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Reference
is made to the announcements published by the Company dated 10 December
2008 in relation to the Original Subscriptions and on 24 December 2008 in
relation to possible material adjustments to the Original
Subscriptions.
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The
Directors are pleased to announce that such adjustments to the Original
Subscriptions have materialized. On 29 December 2008, CEA Holding entered
into the Revised A Share Subscription Agreement with the Company and CES
Global entered into the Revised H Share Subscription Agreement with the
Company respectively and the Original A Share Subscription Agreement and
the Original H Share Subscription Agreement were cancelled
accordingly.
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Pursuant
to the Revised A Share Subscription Agreement, CEA Holding will, at the
subscription price of RMB3.87 per share, subscribe in cash for
1,437,375,000 new A Shares with a total subscription price of
RMB5,562,641,250.
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1
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Pursuant
to the Revised H Share Subscription Agreement, CES Global will, at the
subscription price of RMB1.00 per share, subscribe in cash for
1,437,375,000 new H Shares with a total subscription price of RMB
1,437,375,000.
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Immediately
after completion of the Subscriptions, CEA Holding will, directly and
indirectly hold in aggregate 5,778,750,000 shares in the Company
(including 4,341,375,000 A Shares and 1,437,375,000 H Shares),
representing an approximately 74.64% of the enlarged total share capital
of the Company.
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If
any of the Subscriptions is not approved (including but not limited to the
approvals from the shareholders’ meeting, A
Share class meeting, H Share class meeting, or CSRC), the other
Subscription will automatically be terminated. The total proceeds of the
Subscriptions will be approximately RMB7,000,016,250 before deduction of
expenses.
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Since
CEA Holding is the controlling shareholder, and hence a connected person
of the Company, the issue of new A Shares to CEA Holding pursuant to the
Revised A Share Subscription Agreement constitutes a connected transaction
of the Company under Chapter 14A of the Listing Rules and is subject to
reporting, announcement and independent shareholders’ approval
requirements under that chapter. Further, since CES Global is an
indirectly wholly owned subsidiary of CEA Holding, and hence a connected
person of the Company, the issue of new H Shares to CES Global
pursuant to the Revised H Share Subscription Agreement constitutes a
connected transaction of the Company under Chapter 14A of the Listing
Rules and is subject to reporting, announcement and independent
shareholders’ approval
requirements under that chapter. The Independent Board Committee
comprising the independent non-executive Directors of the Company has been
formed to advise the Independent Shareholders on the terms of the
Subscriptions. ING, an independent financial adviser has been appointed to
advise the Independent Board Committee and the Independent Shareholders on
the same.
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In
accordance with the Company’s articles
of association and applicable Listing Rules, the issue of new A Shares and
new H Shares pursuant to the Revised A Share Subscription Agreement and
the Revised H Share Subscription Agreement respectively is required to be
subject to approval of shareholders of the Company by way of special
resolutions and by poll at a general meeting and separate class meetings.
CEA Holding and its associates will abstain from voting at the general
meeting and the class meetings of holders of A Shares and H Shares (if
applicable) convened for approving such issue.
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A
circular containing further details of the Subscriptions as well as other
related matters, together with notices of the various shareholders’ meetings,
will be issued by the Company and despatched to its shareholders in due
course.
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At
the request of the Company, trading of H Shares on the Stock Exchange was
suspended with effect from 9:30 a.m. on 29 December 2008 pending the
release of this announcement. The Company has made an application to the
Stock Exchange for the resumption of trading of H Shares on the Stock
Exchange with effect from 9:30 a.m. on 30 December
2008.
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2
INTRODUCTION
Reference
is made to the announcements published by the Company dated 10 December 2008 in
relation to the Original Subscriptions and on 24 December 2008 in relation to
possible material adjustments to the Original Subscriptions.
The
Directors are pleased to announce that such adjustments to the Original
Subscriptions have materialized. On 29 December 2008, CEA Holding entered into
the Revised A Share Subscription Agreement with the Company and CES Global
entered into the Revised H Share Subscription Agreement with the Company
respectively and the Original A Share Subscription Agreement and the Original H
Share Subscription Agreement were cancelled accordingly.
Pursuant
to the Revised A Share Subscription Agreement, CEA Holding will, at the
subscription price of RMB3.87 per share, subscribe in cash for 1,437,375,000 new
A Shares with a total subscription price of RMB5,562,641,250. In the Original A
Share Subscription Agreement, CEA Holding will, at the subscription price of
RMB3.60 per share, subscribe in cash for 652,180,000 new A Shares with a total
subscription price of RMB2,347,848,000.
Pursuant
to the Revised H Share Subscription Agreement, CES Global will, at the
subscription price of RMB1.00 per share, subscribe in cash for 1,437,375,000 new
H Shares with a total subscription price of RMB1,437,375,000. In the Original H
Share Subscription Agreement, CES Global will, at the subscription price of
RMB1.00 per share, subscribe in cash for 652,180,000 new H Shares with a
total subscription price of RMB652,180,000.
Immediately
after completion of the Subscriptions, CEA Holding will, directly and indirectly
hold in aggregate 5,778,750,000 shares in the Company (including 4,341,375,000 A
Shares and 1,437,375,000 H Shares), representing an approximately 74.64% of the
enlarged total share capital of the Company.
If any of
the Subscriptions is not approved (including but not limited to the approvals
from the shareholders, A Share class meeting, H Share class meeting, or CSRC),
the other Subscription will automatically be terminated.
Completion
of the A Share Subscription and completion of the H Share Subscription are not
expected to take place on the same day. The Company has been advised by its PRC
legal adviser that the Subscriptions and the completion thereof, which will
ultimately require approval from the CSRC, are in compliance with applicable PRC
laws and regulations.
REVISED
A SHARE SUBSCRIPTION AGREEMENT
Number
of new A Shares subscribed for
CEA
Holding will subscribe for 1,437,375,000 new A Shares. Such new A Shares
represent approximately 29.53% of the existing issued share capital of the
Company as at the date of this announcement. Immediately after completion of the
Subscriptions, CEA Holding will hold in aggregate 4,341,375,000 A Shares,
representing 56.08% of the enlarged total share capital of the
Company.
3
Subscription
price
RMB3.87
per A Share. The subscription price of RMB5,562,641,250 will, pursuant to the
terms of the Revised A Share Subscription Agreement, be payable in cash to the
special savings account as designated by the Company within 5 Business Days
after the Revised A Share Subscription Agreement has come into effect, or such
other date as the parties may agree. The subscription price for the A Share
Subscription was agreed after arm’s length
negotiations between the parties.
The
subscription price for the A Share Subscription is determined by reference to
the average trading price of A Shares during the Fixed Price Period, which
represents not less than 90% to such average trading price of A Shares. The
average trading price of A Shares during the Fixed Price Period is the total
turnover of A Shares for the Fixed Price Period divided by the total trading
volume of A Shares during the Fixed Price Period.
Commencement
and termination of the Revised A Share Subscription Agreement
The
Revised A Share Subscription Agreement will take effect upon the happening of
the followings:
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(1)
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obtaining
the approvals by the shareholders of the Company by way of special
resolutions at a general meeting and class meetings for the issue of new A
Shares and new H Shares pursuant to the Revised A Share Subscription
Agreement and the Revised H Share Subscription Agreement respectively and
for the adoption of the revised articles of association of the
Company;
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(2)
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in
accordance with the《上市公司收購管理辦法》(Administrative
Measures in relation to the Acquisition of the Listed Companies) or
related regulations, obtaining the waiver by the shareholders of the
Company at a general meeting in relation to the requirement of a general
offer by CEA Holding;
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(3)
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obtaining
the waiver from CSRC in relation to the requirement of a general offer by
CEA Holding; and
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(4)
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obtaining
all necessary consents, approvals or authorisations from the governmental
authorities or other third parties for the Subscriptions, including but
not limited to the approval from
CSRC.
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The
Revised A Share Subscription Agreement shall automatically be terminated upon
the happening of the followings:
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(1)
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if
the above conditions have not been satisfied within 270 days from the
signing of the Revised A Share Subscription Agreement;
or
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(2)
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CSRC
has, either in oral or in writing, replied that it will not grant the
approval to the Company for any of the
Subscriptions.
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4
Lock-up
arrangement
Pursuant
to the relevant rules of CSRC, CEA Holding has undertaken to the Company that it
shall not dispose any of the new A Shares it has subscribed for pursuant to the
Revised A Share Subscription Agreement within 36 months from the date of the
completion of the Revised A Share Subscription. Except for this lock-up
arrangement, there is no restriction on the subsequent sale of the new A Shares
that CEA Holding has subscribed for pursuant to the A Share Subscription
Agreement.
REVISED
H SHARE SUBSCRIPTION AGREEMENT
Number
of new H Shares subscribed for
CES
Global will subscribe for 1,437,375,000 new H Shares. Such new H Shares
represent approximately 29.53% of the existing issued share capital of the
Company as at the date of this announcement. Immediately after completion of the
Subscriptions, CES Global will hold in aggregate 1,437,375,000 H Shares,
representing 18.57% of the enlarged total share capital of the
Company.
Application
will be made by the Company to the Stock Exchange for the granting of the
listing of, and permission to deal in, all the H Shares issued pursuant to the
Revised H Share Subscription Agreement.
Subscription
price
RMB1.00
per H Share. The subscription price is RMB1,437,375,000 (equivalent to
HK$1,629,552,038 as at the date of this announcement). An equivalent amount in
HK$ (the exchange rate shall be calculated based on the basic exchange rate of
HK$ against RMB as declared by the People’s Bank of China at
the date of payment) of such subscription price will be payable in cash to the
account of the Company (which shall be designated in writing by the Company at
least 5 Business Days prior to the date of payment) within 5 Business Days after
the Revised H Share Subscription Agreement has come into effect, or such other
date as the parties may agree.
The
subscription price for the H Share Subscription is determined by reference to
the par value of the H Shares. Such subscription price represents:
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(1)
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a
discount of approximately 12.1% as compared to the closing price of
HK$1.29 per H Share on 24 December 2008, the last trading day prior to the
suspension of trading of H Share on 29 December
2008;
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(2)
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a
premium of approximately 14.6% as compared to the average closing price of
HK$0.989 per H Share for the last 20 consecutive trading days immediately
prior to the suspension of trading of H Share on 29 December
2008;
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(3)
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a
premium of approximately 51.2% as compared to the closing price of HK$0.75
per H Share on 26 November 2008, the last trading day prior to the issue
of the announcement in relation to the Original Subscription on 10
December 2008; and
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(4)
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a
premium of approximately 46.2% as compared to the net asset value per
share of the Company as at 30 June 2008 (unaudited as shown in the interim
report 2008 of the Company).
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The
subscription price for the Revised H Share Subscription was agreed after
arm’s length
negotiations between the parties.
5
Commencement
and termination of the Revised H Share Subscription Agreement
The
Revised H Share Subscription Agreement will take effect upon the happening of
the followings:
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(1)
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obtaining
the approvals by the shareholders of the Company by way of special
resolutions at a general meeting and class meetings for the issue of new A
Shares and new H Shares pursuant to the Revised A Share Subscription
Agreement and the Revised H Share Subscription Agreement respectively and
for the adoption of the revised articles of association of the
Company;
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(2)
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in
accordance with the《上市公司收購管理辦法》(Administrative
Measures in relation to the Acquisition of the Listed Companies) or
related regulations, obtaining the waiver by the shareholders of the
Company at a general meeting in relation to the requirement of a general
offer by CEA Holding;
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(3)
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obtaining
the waiver from CSRC in relation to the requirement of a general offer by
CEA Holding; and
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(4)
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obtaining
all necessary consents, approvals or authorisations from the governmental
authorities or other third parties for the Subscriptions, including but
not limited to the approval from
CSRC.
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The
Revised H Share Subscription Agreement shall automatically be terminated upon
the happening of the followings:
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(1)
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if
the above conditions have not been satisfied within 270 days from the
signing of the Revised H Share Subscription Agreement;
or
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(2)
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CSRC
has, either in oral or in writing, replied that it will not grant the
approval to the Company for any of the
Subscriptions.
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Lock-up
arrangement
Pursuant
to the Revised H Share Subscription Agreement, CES Global has undertaken to the
Company that it shall not dispose any of the new H Shares it has subscribed for
pursuant to the Revised H Share Subscription Agreement within 12 months from the
date of the completion of the H Share Subscription. Except for this lock-up
arrangement, there is no restriction on the subsequent sale of the new H Shares
that CES Global has subscribed for pursuant to the Revised H Share Subscription
Agreement.
RANKING
OF NEW A SHARES AND NEW H SHARES TO BE ISSUED
The new A
Shares to be issued pursuant to the Revised A Share Subscription Agreement and
the new H Shares to be issued pursuant to the Revised H Share Subscription
Agreement will rank, upon issue, pari passu in all respects with the A Shares
and H Shares in issue at the time of issue and allotment of such new A Shares
and new H Shares.
6
The
shareholding structure of the Company immediately prior to, and immediately
after, completion of the Subscriptions is as follows:
Shareholding
structure of the Company in terms of numbers of shares
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Prior
to the Subscriptions
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Immediately
after
the
Subscriptions
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Shareholders
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Number
of
shares
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%
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Number
of
shares
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%
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CEA
Holding
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2,904,000,000 | 59.67 | 4,341,375,000 | 56.08 | ||||||||||||
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CES
Global
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– | – | 1,437,375,000 | 18.57 | ||||||||||||
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Public
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1,962,950,000 | 40.33 | 1,962,950,000 | 25.36 | ||||||||||||
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– A
Shares
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396,000,000 | 8.14 | 396,000,000 | 5.12 | ||||||||||||
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– H
Shares
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1,566,950,000 | 32.19 | 1,566,950,000 | 20.24 | ||||||||||||
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Total
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4,866,950,000 | 100 | 7,741,700,000 | 100 | ||||||||||||
INFORMATION
ABOUT THE PARTIES
CEA
Holding is a state-owned enterprise established in the PRC. The principal
activities of CEA Holding are investment holding.
CES
Global is a company incorporated in Hong Kong, and an indirectly wholly owned
subsidiary of CEA Holding. Its principal activities are selling of air tickets
and investment holding.
The
Company is an international airline company incorporated in the PRC whose H
Shares, A Shares and American depository shares are listed on the Stock
Exchange, the Shanghai Stock Exchange and the New York Stock Exchange, Inc.,
respectively.
REASONS
FOR AND BENEFITS OF THE SUBSCRIPTIONS
The US
subprime mortgage crisis since 2008 has resulted in continuous fluctuations in
global financial markets, which in turn affected the economy and prompted an
immediate threat of a global recession. The domestic economy has experienced a
slowdown due to the impact of global economic slowdown. The civil aviation
industry is highly sensitive to the economic cycle. In 2008, the civil aviation
industry is in a difficult operating condition as a result of the economic
slowdown, snow storms, earthquake, fluctuations in oil prices and reduction in
exchange gains due to the slowdown of RMB appreciation. As at the end of the
third quarter of 2008, almost all airline in the domestic civil aviation
industry in China suffered losses. It is estimated that the operating conditions
will not turn around in the fourth quarter of 2008 which is traditionally a low
season for the aviation industry. It is widely expected that the civil aviation
industry in China will experience losses as a whole in 2008.
As a
result of the above, the Company’s operating and
financial condition is under enormous pressure. The continuous fluctuations in
global financial markets make it extremely difficult for the Company to obtain
financial support in the short run.
7
Further,
the subscription price for A Share Subscription is determined pursuant to《上市公司證券發行管理辦法》 (Administrative
Measures in relation to the Acquisition of the Listing Rules) which requires
that the subscription price for Revised A Share Subscription shall not be less
than, 90% of the average trading price of A Shares during the Fixed Price
Period. The subscription price for the new H Shares pursuant to the Revised H
Share Subscription Agreement remains unchanged to the subscription price of the
new H Shares pursuant to the Original H Share Subscription Agreement, which was
determined pursuant to PRC Company Law which requires that the subscription
price of H Share cannot be below its par value. The net asset value per share of
the Company as at 30 June 2008 (unaudited as shown in the interim report 2008 of
the Company) is only RMB0.6842 and both the subscription prices for the
Subscriptions represented a high premium of such value.
Through
the Subscriptions, especially the revised terms of the Original Subscriptions,
the Company believes the increased subscription size will provide additional
funds and further improve the financial position of the Company, especially when
the Company’s
operating and financial condition is under enormous pressure. In the long term,
the Subscriptions will enhance the Company’s competitiveness
and help to improve its operational position.
The terms
and conditions of the Subscriptions are agreed after arm’s length
negotiations between the parties. Considering all these factors, the Directors
believe that the terms and conditions of the Subscriptions are fair and
reasonable and in the interests of the shareholders of the Company as a
whole.
RECENT
FUND RAISING ACTIVITIES AND USE OF PROCEEDS
The
Company has not conducted any fund raising activities within the 12 months
immediately prior to the date of this announcement. The total proceeds of the
Subscriptions will be approximately RMB7,000,016,250. After deduction of
relevant expenses for the Subscriptions, the total proceeds are intended to be
used as working capital of the Company.
RISKS
ASSOCIATED WITH THE SUBSCRIPTIONS
There are
certain risks that are associated with the Subscriptions, including market risk,
business and operation risk, financial risk, management risk, supervisory policy
risk and other risks. Investors are advised to exercise caution when dealing in
the shares of the Company.
IMPLICATIONS
UNDER THE LISTING RULES
Since CEA
Holding is the controlling shareholder of the Company, and hence a connected
person of the Company, the issue of new A Shares to CEA Holding pursuant to the
Revised A Share Subscription Agreement constitutes a connected transaction of
the Company under Chapter 14A of the Listing Rules and is subject to reporting,
announcement and independent shareholders’ approval
requirements under that Chapter. Further, since CES Global is an indirectly
wholly owned subsidiary of CEA Holding, and hence a connected person of the
Company, the issue of new H Shares to CES Global pursuant to the Revised H Share
Subscription Agreement constitutes a connected transaction of the Company under
Chapter 14A of the Listing Rules and is subject to reporting, announcement and
independent shareholders’ approval
requirements under that chapter. Thus, the Independent Board Committee
comprising the independent non-executive Directors of the Company has been
formed to advise the Independent Shareholders on the terms of the Subscriptions.
ING, an independent financial adviser has been appointed to advise the
Independent Board Committee and the Independent Shareholders on the
same.
8
Meanwhile,
the issue of new A Shares and new H Shares pursuant to the Revised A Share
Subscription Agreement and the Revised H Share Subscription Agreement
respectively will be conducted under specific mandates and will constitute a
variation of class rights of the holders of A Shares and the holders of H Shares
under the Articles of Association. Pursuant to the Articles of Association and
Rule 19A.38 of the Listing Rules, the issue of such new A Shares and new H
Shares are required to be subject to approvals of shareholders of the Company by
way of special resolutions at a general meeting and separate class meetings.
Voting on the general meeting and class meetings will be taken by way of poll.
CEA Holding and its associates will abstain from voting at the general meeting
and the class meetings of holders of A Shares and H Shares (if applicable)
convened for the purpose of approving the issue of new A Shares and new H
Shares.
A
circular containing further details of the Subscriptions as well as other
related matters, together with notices of the various shareholders’ meetings, will be
issued by the Company and despatched to its shareholders in due
course.
At the
request of the Company, trading of the H Shares on the Stock Exchange was
suspended with effect from 9:30 a.m. on 29 December 2008 pending the release of
this announcement. The Company has made an application to the Stock Exchange for
the resumption of trading of H Shares on the Stock Exchange with effect from
9:30 a.m. on 30 December 2008.
PROPOSED
AMENDMENTS OF ARTICLES OF ASSOCIATION
In
relation to the Subscriptions, certain consequential changes to the Articles of
Association will have to be made. All such amendments will be conditional upon
and with effect from obtaining the approval from the shareholders of the Company
at the shareholders’ meeting and the
completion of the Subscriptions pursuant to the Revised A Share Subscription
Agreement and the Revised H Share Subscription Agreement.
The
proposed amendments to the Articles of Association are set out
below:
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1.
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The
original Article 6 of the Articles of Association
is:
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“Article
6.
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In
accordance with the PRC Company Law, the Special Regulations, Mandatory
Provisions for the Articles of Association of Companies to be Listed
Outside China (the “Mandatory Provisions”) and other relevant laws and
administrative regulations, the Company adopted a resolution at the 2006
shareholders’ annual
general meeting on 29 June, 2007 to amend the Company’s previously
amended articles of association approved at the 2004 shareholders’ annual
general meeting on June 30, 2005 (the “Original Articles of Association”)
and to formulate these articles of association of the
Company.”
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Article 6
shall be amended as:
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“Article
6
|
These
articles of association of the Company are formulated in accordance with
the Company Law, the Special Regulations, the Mandatory Provisions for the
Articles of Association of Companies to be Listed Outside China (the
“Mandatory Provisions”) and other relevant laws and administrative
regulations.”
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9
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2.
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The
original Article 10 of the Articles of Association
is:
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|
“Article
10.
|
The
Company may invest in other limited liability companies or joint stock
limited companies. The Company’s
liabilities to an investee company shall be limited to the amount of its
capital contribution to the investee company.
Upon approval of the companies approving
department authorized by the State Council, the Company may, according to
its need of operation and management, operate as a holding company as
prescribed in the second paragraph of Article 12 of the Company
Law.”
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The 2nd
paragraph of Article 10 shall be deleted.
|
3.
|
The
original Article 20 and Article 21 of the Articles of Association
are:
|
|
“Article
20.
|
In
accordance with the approval granted by the Securities Commission of the
State Council, the Company may issue a total of 4,866,950,000 ordinary
shares, of which (a) 3,000,000,000 A Shares were issued upon the
establishment of the Company and were all subscribed for by the promoter
of the Company; (b) 1,566,950,000 H Shares were issued to foreign
investors in an initial public offering in February 1997; and (c)
300,000,000 ordinary shares were issued publicly to domestic investors,
including up to 45,000,000 shares issued to the employees of the
Company.
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|
Article
21.
|
Following
the issuance of 300,000,000 ordinary shares to domestic investors, the
total amount of the outstanding shares of the Company is 4,866,950,000
shares, comprising 3,000,000,000 A Shares held by China Eastern Air
Holding Company (which were issued upon the establishment of the Company
and all subscribed for by the promoter of the Company representing 61.6%
of the total share capital of the Company), 1,566,950,000 H Shares issued
to and purchased by foreign investors in an initial public offering,
representing 32.2% of the total share capital of the Company, 300,000,000
A Shares issued to domestic investors, representing 6.2% of the total
share capital of the Company.
The shareholders’ meeting for
the A Shares held on December 18, 2006 approved the share reform plan of
the Company. Following the implementation of the share reform plan, the
total share capital of the Company remains unchanged, i.e. 4,866,950,000
shares, among which, China Eastern Air Holding Company holds 2,904,000,000
A Shares, representing 59.67% of the total share capital of the Company;
1,566,950,000 H Shares, which are Overseas-Listed Foreign-Invested Shares,
representing 32.20% of the total share capital of the Company; 396,000,000
A Shares, which are Domestic-Invested Shares, representing 8.13% of the
total share capital of the
Company.”
|
10
Article
20 and Article 21 shall be amended as:
|
“Article
20
|
As
approved by the securities regulatory authority of the State Council, the
total amount of shares of the Company is 7,741,700,000
shares.
|
|
Article
21
|
The
Company has issued a total of 7,741,700,000 ordinary shares, comprising a
total of 4,737,375,000 A shares, representing 61.19% of the total share
capital of the Company, a total of 3,004,325,000 H shares, representing
38.81% of the total share capital of the
Company.”
|
|
4.
|
The
original Article 24 of the Articles of Association
is:
|
|
“Article
24.
|
The
Company’s registered
capital is RMB4,866,950,000. The Company, after having made its first
increase of capital by issuing ordinary shares in accordance with Article
20 and Article 21, will increase its registered capital in accordance with
the actual increase of capital by issuing shares as confirmed in a capital
verification report prepared by certified accountants, and will
accordingly register the increased capital with China’s State
Administration for Industry and
Commerce.”
|
Article
24 shall be amended as:
|
“Article
24
|
The
registered capital of the Company is
RMB7,741,700,000.”
|
|
|
DEFINITIONS
|
In this
announcement, unless the context otherwise requires, the following expressions
have the following meanings:
|
“A Share
Subscription”
|
means
the subscription of new A Shares by CEA Holding pursuant to the Revised A
Share Subscription Agreement;
|
|
“A
Shares”
|
means
the ordinary shares issued by the Company, with a RMB denominated par
value of RMB1.00 each, which are subscribed for and paid up in RMB and are
listed on the Shanghai Stock Exchange;
|
|
“Articles of
Association”
|
means
the articles of association of the Company;
|
|
“associates”
|
has
the meaning ascribed thereto under the Listing Rules;
|
|
“Board”
|
means
the board of directors of the Company;
|
|
“Business
Day”
|
means
a day (excluding Saturday and Sunday) on which the banks are generally
open for business in the PRC;
|
|
“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;
|
11
|
“CES
Global”
|
means
東航國際控股（香港）有限公司
(CES Global Holdings (Hong Kong) Limited), a company incorporated under
the laws of Hong Kong, and an indirectly wholly owned subsidiary of CEA
Holding;
|
|
“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;
|
|
“connected
person”
|
has
the meaning ascribed thereto under the Listing Rules;
|
|
“controlling
shareholder”
|
has
the meaning ascribed thereto under the Listing Rules;
|
|
“CSRC”
|
means
the China Securities Regulatory Commission;
|
|
“Directors”
|
means
the directors of the Company;
|
|
“Fixed Price
Period”
|
means
for the 20 trading days ending on the date immediately preceding 30
December 2008;
|
|
“H
Shares”
|
means
the ordinary shares issued by the Company, with a RMB denominated par
value of RMB1.00 each, which are subscribed for and paid up in a currency
other than RMB and are listed on the Stock Exchange;
|
|
“HK$”
|
means
Hong Kong dollars, the lawful currency of Hong Kong;
|
|
“Hong
Kong”
|
means
the Hong Kong Special Administrative Region of the PRC;
|
|
“Independent
Board
Committee”
|
means
the independent board committee of the Company formed to advise the
Independent Shareholders in relation to the
Subscriptions;
|
|
“Independent
Shareholders”
|
means
the shareholders of the Company, other than CEA Holding and its
associates;
|
|
“ING”
|
means
ING Bank, N.V., the independent financial adviser appointed pursuant to
the Listing Rules in connection with the Subscriptions;
|
|
“Listing
Rules”
|
means
the Rules Governing the Listing of Securities on The Stock Exchange of
Hong Kong Limited;
|
12
|
“Original A
Share
Subscription
Agreement”
|
means
the subscription agreement entered into between CEA Holding and the
Company on 10 December 2008, under which, CEA Holding agrees to subscribe
for, and the Company agrees to issue, 652,180,000 new A Shares at the
subscription price of RMB3.60 per share;
|
|
“Original H
Share
Subscription
Agreement”
|
means
the subscription agreement entered into between CES Global and the Company
on 10 December 2008, under which, CES Global agrees to subscribe for, and
the Company agrees to issue, 652,180,000 new H Shares at the subscription
price of RMB1.00 per share;
|
|
“Original
Subscriptions”
|
means
the proposed subscription of new A Shares and H Shares by CEA Holding and
CES Global respectively as announced by the Company on 10 December
2008;
|
|
“PRC”
|
means
the People’s Republic
of China;
|
|
“Revised A
Share
Subscription
Agreement”
|
means
the revised subscription agreement entered into between CEA Holding and
the Company on 29 December 2008, under which, CEA Holding agrees to
subscribe for, and the Company agrees to issue, 1,437,375,000 new A Shares
at the subscription price of RMB3.87 per share;
|
|
“Revised H
Share
Subscription
Agreement”
|
means
the revised subscription agreement entered into between CES Global and the
Company on 29 December 2008, under which, CES Global agrees to subscribe
for, and the Company agrees to issue, 1,437,375,000 new H Shares at the
subscription price of RMB1.00 per share;
|
|
“RMB”
|
means
Renminbi, the lawful currency of the PRC;
|
|
“Stock
Exchange”
|
means
The Stock Exchange of Hong Kong Limited;
|
|
“Subscriptions”
|
means
the A Share Subscription and the H Share Subscription, and “Subscription”
refers to each of them;
|
|
“trading
day”
|
with
respect to A Shares, means a day on which the Shanghai Stock Exchange is
open for dealing or trading in securities; and with respect to H Shares,
means a day on which the Stock Exchange is open for dealing or trading in
securities; and
|
|
“%”
|
per
cent.
|
13
An
exchange rate of HK$1.1337 to RMB1.00 has been used in this announcement for
illustrative purpose only.
|
By
order of the Board
|
|
|
CHINA
EASTERN AIRLINES CORPORATION LIMITED
|
|
|
Luo
Zhuping
|
|
|
Director
and Company Secretary
|
The
Directors as at the date of this announcement are:
|
Li
Jun
|
(Vice
Chairman acting on behalf of the Chairman,
Non-executive Director)
|
|
Li
Fenghua
|
(Non-executive
Director)
|
|
Luo
Chaogeng
|
(Non-executive
Director)
|
|
Cao
Jianxiong
|
(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
29
December 2008
14