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 2009.
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
15, 2009
|
By
|
/s/ Luo Zhuping | ||
| Name: Luo Zhuping | |||||
| Title: Company Secretary | |||||
2
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)
Overseas
Regulatory Announcement
|
This
announcement is made pursuant to 13.09(2) of the Rules Governing the
Listing of Securities on the Stock Exchange of Hong Kong
Limited.
|
This
announcement is made by China Eastern Airlines Corporation Limited (the “Company”) in compliance with
Rule 13.09(2) of the Rules Governing the Listing of Securities on the Stock
Exchange of Hong Kong Limited (which requires any issuer listed on the Stock
Exchange of Hong Kong Limited (the “Stock Exchange”) whose
securities are also listed on other stock exchange(s) to simultaneously inform
the Stock Exchange of any information released to any of such other exchange(s)
and to ensure that such information is released to the market in Hong Kong at
the same time as it is released to the other market(s)).
|
I.
|
Overview
of the connected transaction
|
On
15 January 2009, 中國東方航空集團公司
(China Eastern Air Holding Company) (“CEA Holding”) (as the
principal), 東航集團財務有限責任公司
(Eastern Air Group Finance Company Limited) (the “Finance Company”) (as the
trustee) and the Company (as the borrower) entered into an entrusted loan
agreement (the “Entrusted Loan
Agreement”) in Shanghai, pursuant to which, the Company will obtain a
short-term loan of RMB5.55 billion from CEA Holding through the Finance
Company.
CEA
Holding, holding 59.67% of the Company’s entire share capital, is the
controlling shareholder and a connected person of the Company. Since CEA Holding
is also the controlling shareholder of the Finance Company, the Finance Company
is a connected person of the Company. Pursuant to the Listing Rules of the
Shanghai Stock Exchange (“SSE Listing Rules”), this transaction constitutes a
connected transaction of the Company.
This
transaction has been considered by the 19th ordinary meeting of the 5th board of
directors of the Company (“Directors”) and has been
unanimously approved by all the independent Directors by means of written
consent. The connected Directors have abstained from voting.
|
II.
|
Information
of the connected parties
|
The
Company is incorporated in the People’s Republic of China (the “PRC”) with limited liability,
whose legal representative is Mr. Li Fenghua. Its H shares, A shares and
American depository shares are listed on the Stock Exchange, the Shanghai Stock
Exchange and the New York Stock Exchange respectively. It primarily engages in
civil aviation services.
3
On
11 October 2002, CEA Holding was established after its predecessor 東方航空集團公司
(Eastern Air Holding Company) having merged and restructured with the
former 中國西北航空公司
(China Northwest Airlines Corporation) and the former 雲南航空公司
(Yunnan Airlines Corporation). CEA Holding is a state-owned enterprise
with registered capital of RMB2,558,441,000. Its legal representative is Mr. Li
Fenghua and its registered address is 2550 Hongqiao Road, Shanghai. Its approved
scope of business is to manage all the state-owned assets and state-owned equity
interests invested by the state in CEA Holding and its invested enterprises. The
total assets of CEA Holding was approximately RMB73.6 billion as at the end of
2007, and its net profit for 2007 was approximately RMB686 million.
The
Finance Company is a limited liability company incorporated in the PRC with the
registered capital of RMB400 million. The legal representative of the Finance
Company is Mr. Cao Jianxiong, and its registered address is 2550 Hongqiao Road,
Shanghai. The Finance Company is 53.75% owned by CEA Holding, 25% owned by the
Company and 21.25% owned by 上海東方旅遊投資集團有限公司
(Shanghai Oriental Travel Investment Group Co., Ltd) and others. The
scope of business of the Finance Company mainly includes provision of finance
services and financing consultancy services to its member companies, provision
of credit verification and related consultancy and agency services to its member
companies; provision of assistance to its member companies in payment and
receipt of transaction proceeds; provision of approved insurance agency
services; provision of guarantees to its member companies as well as dealing
with entrusted loans and entrusted investments among its member companies;
provision of draft acceptance and discounting services to its member companies;
provision of intra-group transfer and settlement services to its member
companies and planning of clearing and settlement scheme; provision of its
deposit services to its member companies; provision of loans and finance leasing
services to member companies; provision of counterpart loans; issue of bonds of
the Finance Company upon approval; underwriting of corporate bonds of its member
companies; making equity investments in financial institutions; and making
investments in marketable securities.
|
III.
|
Basic
information of the connected
transaction
|
According
to the Entrusted Loan Agreement, the Company will obtain a short-term loan of
RMB5.55 billion from CEA Holding through the Finance Company for a term of 6
months commencing from the date of signing of the Entrusted Loan Agreement. The
loan will be used only as working capital, with the interest rate to be 4.374%,
10% below the bench rate published by the People’s Bank of China on the drawdown
date. The loan will be provided to the Company by six tranches and the interest
will be calculated from the respective drawdown dates. The Company will repay
its loan interest in cash quarterly, mainly funding from the sales revenue of
the Company. The Company has not provided any security over its assets for the
loan. The Company will be entitled to request an extension to the
loan after having obtained the consent of CEA Holding, which request should
be made in writing 15 days prior to the maturity date of the Entrusted Loan
Agreement. The Finance Company shall bear joint liabilities as a guarantor for
the loan, and the Company shall pay the relevant expenses and taxes to the
Finance Company.
4
|
IV.
|
Purpose
of the connected transaction and the impact to the
Company
|
The
entrusted loan is the financial assistance to the Company provided by CEA
Holding, the controlling shareholder of the Company. The purpose of the loan is
to reduce the Company’s burden of inadequate working capital in a short term and
to reduce financial cost of the Company. The entrusted loan is granted with the
most favorable interest rate in the current domestic financial market, which is
more favorable than the normal commercial terms available to the Company. The
board of Directors believes that the entrusted loan will enhance the cash flow
of the Company, reduce capital pressure of the Company and, accordingly, help to
improve the continuing operation capability of the Company. The loan will be
mainly used to replenish the working capital of the Company.
|
V.
|
Independent
Directors’ Opinion
|
According
to the SSE Listing Rules, the entrusted loan constitutes a connected transaction
of the Company, and it may affect the interest of the minority shareholders of
the Company. Hence, the independent Directors of the Company need to issue
opinions in this regard.
The
Company has delivered to the independent Directors relevant information on the
entrusted loan.
Based
the information above and on the independent judgments, the Independent
Directors reached their opinions as follows:
|
|
1.
|
When
voting by way of written consent, the affiliated directors Mr. Li Jun and
Mr. Luo Chaogeng have abstained from voting according to relevant
regulations. The resolution was considered and approved by independent
Directors, and the voting procedures were in compliance with the relevant
requirements of the laws and regulations, the articles of association of
the Company and the rules and procedures of the board of
directors.
|
|
|
2.
|
The
transaction constitutes provision of the financial assistance by the
controlling shareholder to the listed company on the terms more favorable
than normal commercial terms available to the Company. It will help to
relieve the difficulties for the shortage of working capital of the
Company in the short term and reduce the financial cost of the
Company, and is in the interest of the Company and all shareholders as a
whole.
|
|
VI.
|
Documents
available for inspection
|
|
1. The
resolutions of the board of directors and the minutes signed by the
Directors;
|
|
|
2. Independent
Directors’ opinion signed by the independent
Directors;
|
|
|
3. The
Entrusted Loan
Agreement.
|
By
order of the board of Directors of
CHINA
EASTERN AIRLINES CORPORATION LIMITED
Luo
Zhuping
Director
and Company Secretary
5
The
directors of the Company 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
15
January 2009