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 2010
Commission
File Number: 001-14550
China
Eastern Airlines Corporation Limited
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(Translation
of Registrant’s name into English)
Board
Secretariat’s Office
Kong Gang
San Lu, Number 88
Shanghai,
China 200335
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(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
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December 20, 2010
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By
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/s/ Luo Zhuping
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Name:
Luo Zhuping
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Title:
Director and 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.
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: 00670)
PRICE
SENSITIVE INFORMATION
The
purpose of this announcement is to disclose the following information: (1)
Capital increase in China Cargo Airlines by the Company; (2) Acquisition of
assets of Shanghai Cargo Airlines by China Cargo Airlines; (3) Acquisition of
assets of Great Wall Airlines by China Cargo Airlines.
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REGARDING
CAPITAL INCREASE IN CHINA CARGO AIRLINES BY THE COMPANY
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The
Company, COSCO Group, Concord Pacific Limited and Singapore Cargo Airlines
increased their respective capital in China Cargo Airlines based on its
appraised value as at 30 June 2010, which shall become a Sino-foreign
equity joint venture. The capital increase of China Cargo Airlines amounts
to RMB2.05 billion, among which RMB1.0455 billion is contributed by the
Company, RMB 348.5 million is contributed by COSCO Group, RMB328 million
is contributed by Concord Pacific Limited and RMB328 million is
contributed by Singapore Cargo Airlines. Upon the completion of the
capital increase, the proportion of shareholding in China Cargo Airlines
will be owned as to 51% by the Company, 17% by COSCO Group, 16% by Concord
Pacific Limited and 16% by Singapore Cargo Airlines (upon the completion
of the capital increase, China Cargo Airlines is hereinafter referred to
as the “New China
Cargo Airlines”)
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REGARDING
ACQUISITION OF THE CORE AIR CARGO TRANSPORTATION BUSINESS AND RELATED
ASSETS OF SHANGHAI CARGO AIRLINES
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Upon
becoming a Sino-foreign equity joint venture, China Cargo Airlines will
acquire the core air cargo transportation business and related assets
(including all assets, liabilities, aircrafts, personnel, routes and
contracts) from Shanghai Cargo Airlines, the consideration of which being
based on the appraised value of Shanghai Cargo Airlines as at 30 June
2010.
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REGARDING
ACQUISITION OF THE CORE AIR CARGO TRANSPORTATION BUSINESS AND RELATED
ASSETS OF GREAT WALL AIRLINES
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Upon
becoming a Sino-foreign equity joint venture, China Cargo Airlines will acquire
all the core air cargo transportation business and related assets of Great Wall
Airlines (including all assets, liabilities, aircrafts, personnel, routes and
contracts etc), the consideration of which being based on the appraised value of
Great Wall Airlines as at 30 June 2010.
This
transaction is a connected transaction under the Rules Governing Listing of
Securities on the Stock Exchange of Shanghai (the “Shanghai Listing Rules”).
Since the connected transactions between the Company and its controlling
shareholder namely China Eastern Air Holding Compnay (“CEA Holding”) amount to more
than 5% of the audited net assets of the Company for the year 2009, the
transaction is subject to approval by shareholders in general meeting of the
Company under Shanghai Listing Rules.
China
Cargo Airlines and Great Wall Airlines will sign an Asset Acquisition Agreement
in Shanghai on 20 December 2010 for the purchase of the core air cargo
transportation business and related assets of Great Wall Airlines. Upon entering
into such an agreement, the acquisition of assets will constitute a connected
transaction under the Rules Governing Listing of Securities on The Stock
Exchange of Hong Kong Limited (“Hong Kong Listng Rules”).
Information relating to the transaction will be disclosed purusant to the
requirements of the Listing Rules upon entering into the agreement.
This
announcement is made pursuant to the disclosure requirements under Rule 13.09(1)
of the Hong Kong Listing Rules.
The board
of directors (the “Board”) of China Eastern
Airlines Corporation Limited (the “Company”) makes this
announcement to disclose information relating to the following: (1) Capital
increase in China Cargo Airlines Co., Ltd. (“China Cargo Airlines”) by the
Company; (2) Acquisition of assets of Shanghai Airlines Cargo International Co.,
Ltd. 上海國際貨運航空有限公司
(“Shanghai Cargo
Airlines”) by China Cargo Airlines; (3) Acquisition of assets of Great
Wall Airlines 長城航空有限公司 (“Great Wall Airlines”) by China Cargo
Airlines.
I.
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BRIEF
DESCRIPTION OF THE CAPITAL INCREASE IN CHINA CARGO
AIRLINES
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A Capital
Increase Agreement relating to capital increase of China Cargo Airlines will be
signed in Shanghai on 20 December 2010 among the Company, COSCO Group, Concord
Pacific Limited and Singapore Airlines Cargo Pte Ltd. (“Singapore Cargo Airlines”).
Under the Capital Increase Agreement, capital will be contributed as to
RMB1.0455 billion by the Company, RMB348.5 million by COSCO Group, RMB328
million by Concord Pacific Limited and RMB328 million by Singapore Cargo
Airlines. This capital increase does not constitute a connected
transaction.
Such
capital increase in China Cargo Airlines by the Company has been considered by
the fourth meeting of the sixth session of the Board, details of which were
published on 16 December 2010 in China Securities Journal, Shanghai Securities
News, the website of Shanghai Stock Exchange and Announcement of Resolutions of
the Board of China Eastern Airlines Corporation Limited on the website of the
Company.
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(1)
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Basic
information of the investor
entities
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Apart
from the Company, investor entities involved in this capital increase exercise
of China Cargo Airlines include COSCO Group, Concord Pacific Limited and
Singapore Cargo Airlines, details of which are as follows:
COSCO
Group is a company legally established and subsisting under the laws of the PRC.
Its legal address is 158 Fuxingmen Nei Da Street, Beijing, the PRC, Postal Code:
100031. Its legal representative is Wei Jiafu;
Concord
Pacific Limtied is a company legally established and subsisting under the laws
of Samoa. Its legal address is P.O. Box 3269, Apia, Samoa. Its authorized
representative is: Lin Bou-Shiu;
Singapore
Cargo Airlines is a company legally established and subsisting under the laws of
Singapore. Its registered address is Singapore Airline House, 25 Airline Road,
Singapore, Postal Code: 819829. It authorized representative is Tan Kai
Ping.
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(2)
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Brief
Description on the Capital Increase in China Cargo
Airlines
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(1)
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Basic
information of China Cargo Airlines
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China
Cargo Airlines was incorporated on 22 July 1998, with a registered capital of
RMB950 million. It is engaged in air cargo and mail transportation and related
air transportation services on international, domestic and regional
routes.
As at 30
June 2010, It had audited total assets of RMB4.01 billion, total liabilities of
RMB4.642 billion and net assets of RMB-635 million.
China
Cargo Airlines is originally a domestic enterprise legally established and
validly subsisting under the laws of the PRC, with a registered capital of
RMB950 million, of which 70% and 30% of its equity interests are held by the
Company and COSCO Group respectively.
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(2)
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Matters
regarding assets appraisal
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China
Tong Cheng Assets Appraisal Co., Ltd. has conducted valuation of all
shareholding interests in China Cargo Airlines, and issued a valuation report on
the appraisal of assets of all shareholding interests of China Cargo Airlines
Co., Ltd. namely Zhong Tong Ping Bao Zi (2010) No. 256 (中通評報字 (2010)第256號《中國貨運航空有限公司股東全部權益資產評估報告書》)
on 17 December 2010. This valuation involved on-site investigation, market
research and enquiry of the assets and liabilities of China Cargo Airlines, and
fairly reflected the market values of those aforesaid assets as at 30 June 2010.
This valuation adopts a cost approach and the appraisal record date is 30 June
2010. Prior to the valuation, on the book, China Cargo Airlines had assets of
RMB3,962,915,700, liabilities of RMB4,617,701,400 and net assets of
RMB–654,785,700. Upon appraisal, it had assets of RMB4,617,356,800, liabilities
of RMB4,617,701,400 and net assets of RMB–344,600. The full text of the
valuation report will be made available on the website of Shanghai Stock
Exchange.
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(3)
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Detailed
Information of the Capital Increase
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The
capital increase in China Cargo Airlines is based on the appraised value of
China Cargo Airlines on 30 June 2010, which shall become a Sino-foreign equity
joint venture.
Given the
appraised net assets of RMB-344,600 of China Cargo Airlines (the final amount is
subject to the filing of the assets appraisal report with and confirmation by
the state-owned assets authorities), under relevant requirements, its
shareholders may agree upon their respective shareholding proportion based on
the appraised value. Accordingly, upon fair negotiation among its shareholders,
it has been determined that out of the total amount of RMB2.05 billion capital
increase, the Company shall contribute RMB1.0455 billion or 51%; COSCO Group
shall contribute RMB348.5 million or 17%; Concord Pacific Limited shall
contribute RMB328 million or 16%; and Singapore Cargo Airlines shall contribute
RMB328 million or 16%.
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(4)
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Basic
Information on New China Cargo
Airlines
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The
registered capital of New China Cargo Airlines is RMB 3 billion.
The
business objective of the shareholders of the New China Cargo Airlines is to
establish China Cargo Airlines as a public air transportation enterprise based
in Shanghai, so that it utilizes the advanced technology and operational skills,
market skills and other knowledge and skills from various parties, and make use
of civil aircrafts to engage in air transportation and related services, thereby
achieving increasingly growing economic efficiency for shareholders and
contributing to the development of the civil air transportation industry of the
PRC.
The scope
of operation of the New China Cargo Airlines shall be (based upon the final
approved version by approving authorities): operating chartered and irregular
flights on international, domestic and regional routes transporting cargoes,
mails and luggage, and speed post agency, ground service agency, and ground
delivery business; cargo loading and unloading, transportation, checking,
measurement, packaging, cargo management, storage, road transportation; and
third-party logistics design and implementation; repair and maintenance for
civil aircraft and equipment and vehicles; agency businesses for domestic and
international airlines; and agency service for road and marine transportation of
cargoes and mails on international, domestic and regional routes; and business
consulting regarding cargo transportation and logistics.
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(3)
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Key
contents of the Capital Increase
Agreement
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The
Company, COSCO Group, Concord Pacific Limited and Singapore Cargo Airlines
increased their respective capital in China Cargo Airlines based on its
appraised value as at 30 June 2010. The capital increase of China Cargo Airlines
amounts to RMB2.05 billion, among which RMB1.0455 billion is contributed by the
Company, RMB 348.5 million is contributed by COSCO Group, RMB328 million is
contributed by Concord Pacific Limited and RMB328 million is contributed by
Singapore Cargo Airlines. The proportion of shareholding in New China Cargo
Airlines will be owned as to 51% by the Company, 17% by COSCO Group, 16% by
Concord Pacific Limited and 16% by Singapore Cargo Airlines.
During
the period from the appraisal record date to the end of the calendar month of
the delivery date, the profit and loss of China Cargo Airlines measured at
historical cost in accordance with the PRC Generally Accepted Accounting
Principles (“Profit and Loss of
the period”) (including the interest of the Profit and Loss of the
period) shall be shared between the Company and COSCO Group, being the original
shareholders.
Upon
completion of the capital increase exercise, the board of directors of China
Cargo Airlines shall be composed of 13 directors, out of whom 7 shall be
nominated by the Company, 2 shall be nominated by COSCO Group, 2 shall be
nominated by Concord Pacific Limited and 2 shall be nominated by Singapore Cargo
Airlines. Senior Management team shall comprise a president, a financial
controller and several vice presidents. Nomination of senior management members
shall be conducted under the following rules: (1) the president and financial
controller shall be nominated by the Company; (2) each of other shareholders
shall be entitled to nominate a candidate to run for the post of vice president,
details of allocation of work being determined by the president; (3) other
members of the senior management team shall be nominated by the
president.
The
Capital Increase Agreement will be effective upon its having been signed by the
Company, COSCO Group, Concord Pacific Limited and Singapore Cargo Airlines, and
approval having been obtained from competent authorities responsible for
commerce matters.
All
disputes arising from the execution and performance of the Capital Increase
Agreement or otherwise relating to such agreement shall be resolved through
friendly negotiations among the parties concerned. If a dispute cannot be
resolved within 60 days through negotiations, such disputes shall be filed with
China International Economic and Trade Arbitration Commission for arbitration
under the arbitration rules then effective, and the arbitration venue being in
Shanghai. The ruling of any of such arbitration shall be final and conclusive
and shall be binding upon all parties concerned.
II.
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ACQUISITION
OF ASSETS OF SHANGHAI CARGO AIRLINES
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(1)
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Description
of transaction
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China
Cargo Airlines and Shanghai Cargo Airlines will sign an asset acquisition
agreement in Shanghai on 20 December 2010, pursuant to which the core cargo air
transportation business and related assets of Shanghai Cargo Airlines shall be
acquired by China Cargo Airlines. This acquisition does not constitute a
connected transaction.
Such
acquisition of assets of Shanghai Cargo Airlines has been considered by the
fourth meeting of the sixth session of the Board, details of which were
published on 16 December 2010 in China Securities Journal, Shanghai Securities
News, the website of Shanghai Stock Exchange and Announcement of Resolutions of
the Board of China Eastern Airlines Corporation Limited on the website of the
Company.
The
subjects of this acquisition include all assets, liabilities, aircrafts,
personnel, routes and contracts of Shanghai Cargo Airlines. The preliminary
transfer price is RMB29.316 million (the final amount is subject to the filing
of the assets appraisal report with and confirmation by the state-owned assets
authorities). All profit and loss of the core cargo air transportation business
and related assets incurred during the period commencing from the base date for
appraisal record date to the asset delivery date shall accrue to Shanghai Cargo
Airlines.
This
acquisition of assets from Shanghai Cargo Airlines is still subject to approval
by competent authority responsible for civil aviation industry, and shall obtain
consent from creditors and lessors of aircrafts.
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(2)
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Basic
information of Shanghai Cargo
Airlines
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Shanghai
Cargo Airlines is a foreign-invested enterprise established and subsisting under
the laws of the PRC, with a registered address of 100 Airport Avenue, Pudong
Airport, Shanghai. Its authorised representative is Zhu Yimin. It has a
registered capital of RMB664,050,000 and is engaged in cargo transportation and
related services on both domestic and international routes. Its shareholders are
Shanghai Airlines Co., Ltd. (“Shanghai Airlines”), which
became a wholly-owned subsidiary of the Company upon absorption of Shanghai
Airlines by the Company through share exchange), Concord Pacific Limited and
Juniper Estate B.V., among which Shanghai Airlines holds 55% stake, Concord
Pacific Limited holds 25% stake and Juniper Estate B.V. holds 20%
stake.
As at 30
June 2010, Shanghai Cargo Airlines had audited total assets of RMB850
million,
total liabilities of RMB940 million and net assets of RMB-90
million.
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(3)
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Matters
regarding assets appraisal
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China
Tong Cheng Assets Appraisal Co., Ltd. has conducted valuation of all
shareholding interests in Shanghai Cargo Airlines, and issued a valuation report
on the appraisal of assets of all shareholding interests of Shanghai Cargo
Airlines namely Zhong Tong Ping Bao Zi (2010) No. 257 (中通評報字(2010)第257號《上海國際貨運航空有限公司股東全部權益資產評估報告書》
) on 17 December 2010. This valuation involved on-site investigation,
market research and enquiry of the assets and liabilities of Shanghai Cargo
Airlines, and fairly reflected the market values of those aforesaid assets as at
30 June 2010. This valuation adopts a cost approach and the appraisal record
date is 30 June 2010. Prior to the valuation, on the book, Shanghai Cargo
Airlines had assets of RMB846,634,300, liabilities of RMB937,644,100 and net
assets of RMB–91,009,800. Upon appraisal, it had assets of RMB967,265,600,
liabilities of RMB937,949,600 and net assets of RMB29,316,000. The full text of
the valuation report is available on the website of Shanghai Stock
Exchange.
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(4)
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Key
contents of the Asset Acquisition
Agreement
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The Asset
Acquisition Agreement has the following key contents:
The
subjects of this acquisition include all assets, liabilities, aircrafts,
personnel, routes and contracts of Shanghai Cargo Airlines. The preliminary
transfer price is RMB29,316,000 (the final amount is subject to the filing of
the assets appraisal report with and confirmation by the state-owned assets
authorities). All profit and loss of the core cargo air transportation business
and related assets incurred during the period commencing from the base date for
appraisal record date to the date of completion of asset delivery date shall
accrue to Shanghai Cargo Airlines and the consideration will be adjusted
accordingly.
The
agreement will be effective upon satisfaction of the following conditions: the
agreement having been signed and sealed by the legal representatives or its
authorized persons of both parties and the capital increase of China Cargo
Airlines (including capitalization from accumulated reserve) under the Capital
Increase Agreement having been approved by the Ministry of Commerce, and China
Cargo Airlines having obtained the business licence issued by competent
authorities responsible for industry and commerce concerning the change to a
foreign-invested enterprise.
On the
asset delivery date, China Cargo Airlines shall first pay 70% of the preliminary
transfer price, and shall pay the remaining transfer consideration upon
completion of audit of the profit and loss incurred during the
period.
On the
asset delivery date, Shanghai Cargo Airlines shall deliver to China Cargo
Airlines the subject assets and the originals of all those relevant contracts,
deeds, agreements, undertakings, letters of guarantee, letters of credit,
insurance policies and other relevant documents.
Upon
completion of transfer of assets of Shanghai Cargo Airlines, the Company shall
do its best endeavor to procure and ensure that Shanghai Cargo Airlines shall
promptly obtain approval documents from competent departments consenting to its
dissolution, and that revocation of industry and commerce registration of
Shanghai Cargo Airlines shall be completed within one year after the change of
China Cargo Airlines to a foreign-invested enterprise or such other periods as
shall be determined by the parties through negotiations.
III.
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ACQUISITION
OF ASSETS OF GREAT WALL AIRLINES
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(1)
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Description
of transaction
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China
Cargo Airlines and Great Wall Airlines will sign an asset acquisition agreement
in Shanghai on 20 December 2010 to acquire the core cargo air transportation
business and the related assets of Great Wall Airlines. This acquisition
constitutes a connected transaction.
Such
acquisition of assets of Great Wall Airlines has been considered by the fourth
meeting of the sixth session of the Board, details of which were published on 16
December 2010 in China Securities Journal, Shanghai Securities News, the website
of Shanghai Stock Exchange and Announcement of Resolutions of the Board of China
Eastern Airlines Corporation Limited on the website of the Company.
The
subjects of this acquisition include all assets, liabilities, aircrafts,
personnel, routes and contracts of Great Wall Airlines. The preliminary transfer
price is RMBM386.855 million (the final amount is subject to the completion in
the filing of the assets appraisal report with the state-owned assets
authorities). All profit and loss of the core cargo air transportation business
and related assets incurred during the period commencing from the base date for
appraisal record date to the date of completion of asset delivery date shall
accrue to Great Wall Airlines.
This
acquisition of assets from Great Wall Airlines is still subject to approval by
competent authority responsible for civil aviation industry, and shall obtain
consent from creditors and lessors of aircrafts.
This
transaction is a connected transaction under Shanghai Listing Rules. Since the
connected transactions between the Company and its controlling shareholder
namely CEA Holding amount to more than 5% of the audited net assets of the
Company for the year 2009, the transaction is subject to approval by
shareholders in general meeting of the Company under Shanghai Listing
Rules.
Upon
entering into such an agreement, the acquisition of assets will constitute a
connected transaction under the Hong Kong Listing Rules. Information relating to
the transaction will be disclosed purusant to the requirements of the Hong Kong
Listing Rules upon entering into the agreement.
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(2)
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Basic
information of Connected Party
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Great
Wall Airlines is a foreign-invested enterprise established and subsisting under
the laws of the PRC held as to 51% by CEA Holding. It is a connected party of
the Company. Its registered address is 16/F and Suites 1-8 and 17 of 17/F, 1600
Century Avenue, Pudong New District, Shanghai. Its scope of operation includes
air transportation of cargoes and mails on international and domestic routes;
agency business among airlines; service relating to air transportation of
cargoes and mails; chartered flight business; logistics business and cargo
transportation and storage service. Its legal representative is Mr. Meng Yulei.
It has a registered capital of RMB1 billion and audited total assets of RMB710
million, and net assets of RMB374 million.
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(3)
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Matters
regarding assets appraisal
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China
Tong Cheng Assets Appraisal Co., Ltd. has conducted valuation of all
shareholding interests in Great Wall Airlines, and issued a valuation report on
the appraisal of assets of all shareholding interests of Great Wall Airlines
namely Zhong Tong Ping Bao Zi (2010) No. 258 (中通評報字(2010)第258號《長城航空有限公司股東全部權益資產評估報告書》)
on 17 December 2010. This valuation involved on-site investigation, market
research and enquiry of the assets and liabilities of Great Wall Airlines, and
fairly reflected the market values of those aforesaid assets as at 30 June 2010.
This valuation adopts a cost approach and the appraisal record date is 30 June
2010. Prior to the valuation, on the book, Great Wall Airlines had assets of
RMB710,372,900, liabilities of RMB336,414,000 and net assets of RMB373,958,900.
Upon appraisal, it had assets of RMB723,269,000, liabilities of RMB336,414,000
and net assets of RMB386,855,000. The full text of the valuation report is
available on the website of Shanghai Stock Exchange.
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(4)
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Key
contents and pricing policy of the Asset Acquisition
Agreement
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The
subjects of this acquisition include all assets, liabilities, aircrafts,
personnel, routes and contracts of Great Wall Airlines. The preliminary transfer
price is RMBM386.855 million (the final amount is subject to the filing of the
assets appraisal report with and confirmation by the state-owned assets
authorities). All profit and loss of the core cargo air transportation business
and related assets incurred during the period commencing from the base date for
appraisal record date to the asset delivery shall accrue to Great Wall Airlines
and the consiteration will be adjusted accordingly.
The
agreement will be effective upon satisfaction of the following conditions: the
agreement having been signed and sealed by the legal representatives or its
authorized persons of both parties and the capital increase of China Cargo
Airlines (including capitalization from accumulated reserve) under the Capital
Increase Agreement having been approved by the Ministry of Commerce, and China
Cargo Airlines having obtained the business licence issued by competent
authorities responsible for industry and commerce concerning the change to a
foreign-invested enterprise.
On the
asset delivery date, China Cargo Airlines shall first pay 70% of the preliminary
transfer price, and shall pay the remaining transfer consideration upon
completion of audit of the profit and loss incurred during the
period.
On the
asset delivery date, Great Wall Airlines shall deliver to China Cargo Airlines
the subject assets and the originals of all those relevant contracts, deeds,
agreements, undertakings, letters of guarantee, letters of credit, insurance
policies and other relevant documents.
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(5)
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Purpose
of the connected transaction and implication to listed
company
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In
response to the PRC Government’s plans to revitalise the logistics industry and
to develop Shanghai as an aviation and shipping centre as well as an
international financial centre, China Cargo Airlines’ acquisition of the assets
of Great Wall Airlines will position China Cargo Airlines as a key player of the
PRC’s logistics industry and the development of Shanghai as an aviation and
shipping centre as well as an international financial centre, thereby creating
an aviation logistics enterprise with international competitiveness. Hence, the
acquisition aligns with the development strategy of the Company. It enhances
China Cargo Airlines’ capability for sustainable development and avoids
horizontal competition. It is also in the interests of the Company and its
shareholders as a whole and beneficial to the long-term development of the
Company.
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(6)
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Opinion of independent directors regarding acquisition of assets of Great Wall
Airlines
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Such
acquisition of assets of Great Wall Airlines has been considered by the fourth
meeting of the sixth session of the Board and independently opined upon by the
independent directors, details of which were published on 16 December 2010 in
China Securities Journal, Shanghai Securities News, the website of Shanghai
Stock Exchange and Announcement of Resolutions of the Board of China Eastern
Airlines Corporation Limited on the website of the Company.
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By order of the board of Directors
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CHINA EASTERN AIRLINES CORPORATION LIMITED
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Luo Zhuping
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Director and Company Secretary
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The Directors, as at the date of this announcement are:
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Liu Shaoyong
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(Chairman)
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Li Jun
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(Vice Chairman)
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Ma Xulun
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(Director, President)
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Luo Chaogeng
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(Director)
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Luo Zhuping
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(Director, Company Secretary)
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Sandy Ke-Yaw Liu
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(Independent non-executive Director)
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Wu Xiaogen
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(Independent non-executive Director)
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Ji Weidong
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(Independent non-executive Director)
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Shao Ruiqing
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(Independent non-executive Director)
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Shanghai, the PRC
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20 December 2010
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