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 March 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 March 19, 2009 | By | /s/ Luo Zhuping | |
| Name: Luo Zhuping | |||
| Title: Company Secretary | |||
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.
Hong
Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited
take no responsibility for the contents of this announcement, make no
representation as to its accuracy or completeness and expressly disclaim 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
SALE
OF SIX MD11F AIRCRAFT
|
On
28 August 2007, China Cargo, a non wholly owned subsidiary of the Company,
entered into the Sale and Purchase Agreements with, inter alia, the
Purchaser regarding the sale of the Freighter from China Cargo to the
Purchaser. On the same day, China Cargo entered into the Lease Agreements
with the Purchaser regarding the leaseback of the same Freighter in
accordance with the terms and conditions thereof.
The
sale of the Freighter from China Cargo to the Purchaser constitutes a
discloseable transaction of the Company under Chapter 14 of the Listing
Rules. The Company failed to disclose the transaction in detail pursuant
to Chapter 14 of the Listing Rules in a timely manner.
|
THE
SALE AND PURCHASE AGREEMENTS
On 28
August 2007, China Cargo entered into the Sale and Purchase Agreements with the
Purchaser regarding the sale of the Freighter from China Cargo to the
Purchaser.
To the
best knowledge, information and belief of the Directors having made all
reasonable enquiry, the Purchaser and their 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 disposed of
|
:
|
The
Freighter.
|
|
Sale
Price
|
:
|
The
sale price for each Freighter is between US$36 million to US$46 million,
which was determined after arm’s length negotiation between the parties
and has been adjusted according to the time difference between the
respective delivery date of each Freighter and the basis date for
determining the sale price. The average book value of the Freighter at the
time of their respective delivery are in the range between US$34.15
million and US$44.15 million. The sale price has been fully paid in
US dollars in cash to China Cargo by the Purchaser.
|
|
Conditions
to completion
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:
|
China
Cargo’s obligation to sell and the Purchaser’s obligation to buy under
each of the Sale and Purchase Agreements is conditional upon the
fulfilment or waiver by China Cargo or the Purchaser (as appropriate) of
certain conditions and all of which have been duly fulfilled or
waived.
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|
Delivery
|
:
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All
the Freighter have been delivered by China Cargo to the Purchaser on or
before 28 March 2008.
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THE
LEASE AGREEMENTS
Simultaneously
with the entering into of the Sale and Purchase Agreements, on 28 August 2007,
China Cargo entered into the Lease Agreements with the Purchaser regarding the
leaseback of the Freighter in accordance with the terms and conditions thereof.
Leaseback of the Freighter does not constitute a notifiable transaction under
Chapter 14 of the Listing Rules.
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Aircraft
to be leased-back
|
:
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The
Freighter.
|
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Lessees
|
:
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China
Cargo and the Company are the lessees of the Freighter.
|
|
Term
|
:
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Varies
from 23 months to 38 months since the date of delivery of the respective
Freighter.
|
|
Rental
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:
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Rent
will be payable monthly in advance during the term of the
lease.
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GENERAL
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The
Company
|
:
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The
Company is principally engaged in the business of civil
aviation.
|
|
China
Cargo
|
:
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China
Cargo is principally engaged in the business of aviation freight
business.
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|
The
Purchaser
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:
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The
Purchaser and its subsidiaries, to the Directors’ knowledge, is
principally engaged in the business of leasing of commercial
aircraft.
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|
Financial
impact on, and
benefits
expected to accrue
to the
Company, and intended
application
of sale proceeds
|
:
|
There
is a gain amounting to approximately RMB77.84 million accrued to the
Company as a result of the Sale.
It
is technically not viable to determine the net profit attributable to the
Freighter for the two previous financial years, however, there is no
change in relation to the net profit attributable to the Freighter for the
two previous financial years as a result of the Sale.
|
|
The
Directors expect that the Sale may improve the allocation and use of the
Company’s fixed assets, create new channel for the finance arrangement of
the company, enhance the Company’s cash flow position and optimise the
aircraft fleet of the Company and pave way for the further development of
the Company’s aircraft fleet.
Further,
the Directors expect that the Sale will not affect the equity-debt ratio
or the continuous operating capabilities of the Company.
The
Directors intend to use the proceeds from the Company’s sale of the
Freighter for its normal operating purposes.
The
Directors believe that the terms of the Sale and Purchase Agreements are
fair and reasonable and in the interests of its shareholders as a
whole.
|
||
|
Discloseable
transaction
|
:
|
The
Sale constitutes a discloseable transaction of the Company under Chapter
14 of the Listing Rules.
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LISTING
RULES IMPLICATION
As the
relevant percentage ratios for the Sale are in excess of 5% but less than 25%,
the Sale constitutes a discloseable transaction of the Company under the Listing
Rules. The Company failed to comply with the reporting and announcement
requirements under Chapter 14 of the Listing Rules in a timely
manner.
IMPROVEMENT
MEASURES TO BE TAKEN
The
Directors and senior management of the Company will take effective measures to
improve its internal control in order to perform its obligations under the
Listing Rules in a compliant and timely manner. The measures to be taken by the
Company are as follows:
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(i)
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to
further strengthen the internal control and reporting system of the
Company and its subsidiaries;
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|
(ii)
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to
strengthen trainings for the relevant personnel of the Company and its
subsidiaries on the compliance obligations of the Company under the
Listing Rules; and
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|
(iii)
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to
strengthen the communication between the Company and its legal advisers
regarding the disclosure obligations of the Company under the Listing
Rules.
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DEFINITIONS
In this
announcement, unless the context otherwise requires, the following terms shall
have the following meanings:
|
“China
Cargo”
|
means
中國貨運航空有限公司 (China
Cargo Airlines Co., Ltd), a non wholly owned subsidiary of the Company and
incorporated in the PRC with its registered address at No. 1279 Zhen Hang
Cheng Road, Pu Dong New District Airport;
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|
“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;
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|
“Directors”
|
means
the directors of the Company;
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|
“Freighter”
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means
six MD11F aircraft, including the engines, accessories and documents in
connection with such Freighter;
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|
“Hong
Kong”
|
means
the Hong Kong Special Administrative Region of the PRC;
|
|
“Lease
Agreements”
|
means
six lease agreements in relation to the leaseback of each of the
Freighter, all dated 28 August 2007 entered into among China Cargo and the
Company as the lessee and the Purchaser as the lessor;
|
|
“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;
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“Purchaser”
|
means
GE Commercial Aviation Services Limited, an aircraft leasing company
registered under the laws of the Republic of Ireland with its principal
address at Aviation House, Shannon, County Clare, Ireland and acting
through its subsidiaries in relation to the Sale and Purchase Agreements
and the Lease Agreements;
|
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“RMB”
|
means
Renminbi, the lawful currency of the PRC;
|
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“Sale”
|
means
the transactions contemplated under the Sale and Purchase
Agreements;
|
|
“Sale
and Purchase
Agreements”
|
means
the sale and purchase agreements dated 28 August 2007 in relation to the
sale and purchase of the Freighter entered into among China Cargo as the
seller, the Purchaser as the buyer and CEA Import and Export Co. as the
agent of the seller to handle certain procedures matters according to the
terms thereunder;
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“Stock
Exchange”
|
means
The Stock Exchange of Hong Kong Limited; and
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“US$”
|
means
US dollar, the lawful currency of the United States of
America.
|
An
exchange rate of RMB7.00 to US$1.00 has been used in this announcement for
illustrative purpose only.
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By
order of the board of the directors of
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CHINA
EASTERN AIRLINES CORPORATION LIMITED
|
|
|
Luo
Zhuping
|
|
|
Director
and Company Secretary
|
The
Directors as at the date of this announcement are:
|
Liu
Shaoyong
|
(Chairman)
|
|
Li
Jun
|
(Vice
Chairman)
|
|
Ma
Xulun
|
(Director,
President)
|
|
Luo
Chaogeng
|
(Director)
|
|
Luo
Zhuping
|
(Director,
Company Secretary)
|
|
Hu
Honggao
|
(Independent
non-executive Director)
|
|
Peter
Lok
|
(Independent
non-executive Director)
|
|
Wu
Baiwang
|
(Independent
non-executive Director)
|
|
Zhou
Ruijin
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(Independent
non-executive Director)
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|
Xie
Rong
|
(Independent
non-executive Director)
|
Shanghai,
the PRC
19 March
2009