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 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 |
December 10,
2008
|
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.
The
Stock Exchange of Hong Kong Limited takes no responsibility for the contents of
this announcement, makes no representation as to its accuracy or completeness
and expressly disclaims any liability whatsoever for any loss howsoever arising
from or in reliance upon the whole or any part of the contents of this
announcement.
This
announcement appears for information purposes only and does not constitute an
invitation or offer to acquire, purchase or subscribe for securities of China
Eastern Airlines Corporation Limited.
(A
joint stock limited company incorporated in the People’s Republic of China with
limited liability)
(Stock
code: 670)
CONNECTED
TRANSACTIONS
SUBSCRIPTIONS
OF NEW A SHARES AND NEW H SHARES
UNDER
SPECIFIC MANDATES
BY
CHINA
EASTERN AIR HOLDING COMPANY
AND
CES
GLOBAL HOLDINGS (HONG KONG) LIMITED
AND
RESUMPTION
OF TRADING OF H SHARES
Financial
Adviser
CITIC
Securities Corporate Finance (HK) Limited
|
On
10 December 2008, CEA Holding entered into the A Share Subscription
Agreement with the Company. Pursuant to the A Share Subscription
Agreement, CEA Holding will, at the subscription price of RMB3.6 per
share, subscribe in cash for 652,180,000 new A Shares with a total
subscription price of RMB2,347,848,000.
Simultaneously
with the entering into of the A Share Subscription Agreement, CES Global
entered into the H Share Subscription Agreement with the Company. Pursuant
to the H Share Subscription Agreement, CES Global will, at the
subscription price of RMB1.0 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 4,208,360,000 shares in the Company
(including 3,556,180,000 A Shares and 652,180,000 H Shares), representing
an approximately 68.19% of the enlarged total share capital of the
Company.
|
3
|
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
RMB3,000,028,000 before deduction of expenses.
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 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 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. An Independent Board Committee comprising
the independent non-executive Directors of the Company will be formed to
advise the Independent Shareholders on the terms of the Subscriptions. An
independent financial adviser will be appointed to advise the Independent
Board Committee and the Independent Shareholders on the same.
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
A Share Subscription Agreement and the 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.
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 H Shares of the Company on the
Stock Exchange was suspended with effect from 9:30 a.m. on 27 November
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 11 December
2008.
|
INTRODUCTION
Reference
is made to the announcement of the Company dated 27 November 2008 in relation to
the process of applying for state-owned capital operation budget from the PRC
government by CEA Holding and contemplating an arrangement with an intention to
reduce the gearing ratio of the Company.
The
Directors are pleased to announce that, on 10 December 2008, CEA Holding entered
into the A Share Subscription Agreement with the Company. Pursuant to the A
Share Subscription Agreement, CEA Holding will, at the subscription price of
RMB3.6 per share, subscribe in cash for 652,180,000 new A Shares with a total
subscription price of RMB2,347,848,000.
4
Simultaneously
with the entering into of the A Share Subscription Agreement, CES Global entered
into the H Share Subscription Agreement with the Company. Pursuant to the H
Share Subscription Agreement, CES Global will, at the subscription price of
RMB1.0 per share, subscribe in cash for 652,180,000 new H Shares with a total
subscription price of RMB652,180,000.
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.
A
SHARE SUBSCRIPTION AGREEMENT
Number
of new A Shares subscribed for
CEA
Holding will subscribe for 652,180,000 new A Shares. Such new A Shares represent
approximately 13.4% 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 3,556,180,000 A Shares,
representing 57.62% of the enlarged total share capital of the
Company.
Subscription
price
RMB3.6
per A Share. The subscription price of RMB2,347,848,000 will, pursuant to the
terms of the A Share Subscription Agreement, be payable in cash to the special
savings account as designated by the Company within 5 Business Days after the 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 A Share Subscription Agreement
The A
Share Subscription Agreement will take effect upon the happening of the
followings:
|
(1)
|
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 A Share Subscription Agreement and
the H Share Subscription Agreement respectively and for the adoption of
the revised articles of association of the
Company;
|
5
|
(2)
|
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;
|
|
(3)
|
obtaining
the waiver from CSRC in relation to the requirement of a general offer by
CEA Holding; and
|
|
(4)
|
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.
|
The A
Share Subscription Agreement shall automatically be terminated upon the
happening of the followings:
|
(1)
|
if
the above conditions have not been satisfied within 270 days from the
signing of the A Share Subscription Agreement;
or
|
|
(2)
|
CSRC
has, either in oral or in writing, replied that it will not grant the
approval to the Company for any of the
Subscriptions.
|
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
A Share Subscription Agreement within 36 months from the date of the completion
of the 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.
H
SHARE SUBSCRIPTION AGREEMENT
Number
of new H Shares subscribed for
CES
Global will subscribe for 652,180,000 new H Shares. Such new H Shares represent
approximately 13.4% 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 652,180,000 H Shares,
representing 10.57% 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 H
Share Subscription Agreement.
Subscription
price
RMB1.0
per H Share. The subscription price is RMB652,180,000 (equivalent to
HK$738,267,760 as at the date of this announcement). An equivalent amount in HK$
(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 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 was agreed after
arm’s length negotiations between the parties.
6
The
subscription price for the H Share Subscription, is determined by reference to
the par value of the H Shares. Such subscription price represents:
|
(1)
|
a
premium of approximately 50.9% as compared to the closing price of HK$0.75
per H Share on 26 November 2008, the last trading day prior to the
suspension of trading of H Share on 27 November
2008;
|
|
(2)
|
a
premium of approximately 31.5% as compared to the average closing price of
HK$0.86 per H Share for the last 10 consecutive trading days immediately
prior to the suspension of trading of H Share on 27 November 2008;
and
|
|
(3)
|
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).
|
Commencement
and termination of the H Share Subscription Agreement
The H
Share Subscription Agreement will take effect upon the happening of the
followings:
|
(1)
|
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 A Share Subscription Agreement and
the H Share Subscription Agreement respectively and for the adoption of
the revised articles of association of the
Company;
|
|
(2)
|
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;
|
|
(3)
|
obtaining
the waiver from CSRC in relation to the requirement of a general offer by
CEA Holding; and
|
|
(4)
|
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.
|
The H
Share Subscription Agreement shall automatically be terminated upon the
happening of the followings:
|
(1)
|
if
the above conditions have not been satisfied within 270 days from the
signing of the H Share Subscription Agreement;
or
|
|
(2)
|
CSRC
has, either in oral or in writing, replied that it will not grant the
approval to the Company for any of the
Subscriptions.
|
Lock-up
arrangement
Pursuant
to the 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 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 H Share Subscription
Agreement.
7
RANKING
OF NEW A SHARES AND NEW H SHARES TO BE ISSUED
The new A
Shares to be issued pursuant to the A Share Subscription Agreement and the new H
Shares to be issued pursuant to the 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.
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
|
Shareholders
|
Prior
to the Subscriptions
|
Immediately
after
the
Subscriptions
|
||
|
Number
of
shares
|
%
|
Number
of
shares
|
%
|
|
|
CEA
Holding
|
2,904,000,000
|
59.67
|
3,556,180,000
|
57.62
|
|
CES
Global
|
–
|
–
|
652,180,000
|
10.57
|
|
Public
|
1,962,950,000
|
40.33
|
1,962,950,000
|
31.81
|
|
–
A Shares
|
396,000,000
|
8.14
|
396,000,000
|
6.42
|
|
–
H Shares
|
1,566,950,000
|
32.19
|
1,566,950,000
|
25.39
|
|
Total
|
4,866,950,000
|
100
|
6,171,310,000
|
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.
8
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.
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 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 H Share Subscription is 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, the Company believes it will improve the financial position
of the Company and in the long term, 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 RMB3,000,028,000. 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
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 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, an Independent Board Committee comprising
the independent non-executive Directors of the Company will be formed to advise
the Independent Shareholders on the terms of the Subscriptions. An independent
financial adviser will, in accordance with the Listing Rules, be appointed to
advise the Independent Board Committee and the Independent Shareholders on the
same.
9
Meanwhile,
the issue of new A Shares and new H Shares pursuant to the A Share Subscription
Agreement and the H Share Subscription 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 of the
Company. Pursuant to the articles of association of the Company 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.
In relation to the Subscriptions, certain consequential changes to the articles
of association of the Company will have to be made. However, the proposed
amendments to the articles of association of the Company have not been finalized
yet. It is proposed that once such proposed amendments to the articles of
association of the Company are finalized, they will be disclosed in the circular
to be issued by the Company, or, in subsequent announcement(s) to be published
by the Company.
At the
request of the Company, trading of the H Shares of the Company on the Stock
Exchange was suspended with effect from 9:30 a.m. on 27 November 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 11 December 2008.
DEFINITIONS
In this
announcement, unless the context otherwise requires, the following expressions
have the following meanings:
|
“A
Shares”
|
means
the ordinary shares issued by the Company, with a RMB denominated par
value of RMB1.0 each, which are subscribed for and paid up in RMB and are
listed on the Shanghai Stock Exchange;
|
|
“A
Share Subscription”
|
means
the subscription of new A Shares by CEA Holding pursuant to the A Share
Subscription Agreement;
|
|
“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 RMB3.6 per share;
|
|
“associates”
|
has
the meaning ascribed thereto under the Listing Rules;
|
|
“Board”
|
means
the board of directors of the
Company;
|
10
|
“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;
|
|
“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 11
December 2008;
|
|
“Hong
Kong”
|
means
the Hong Kong Special Administrative Region of the PRC;
|
|
“H
Shares”
|
means
the ordinary shares issued by the Company, with a RMB denominated par
value of RMB1.0 each, which are subscribed for and paid up in a currency
other than RMB and are listed on the Stock Exchange;
|
|
“H
Share Subscription”
|
means
the subscription of new H Shares by CES Global pursuant to the H Share
Subscription Agreement;
|
|
“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 RMB1.0 per share;
|
|
“Independent
Board
Committee”
|
means
the independent board committee of the Company to be formed to advise the
Independent Shareholders in relation to the
Subscriptions;
|
11
|
“Independent
Shareholders”
|
means
the shareholders of the Company, other than CEA Holding and its
associates;
|
|
“HK$”
|
means
Hong Kong dollars, the lawful currency of Hong Kong;
|
|
“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;
|
|
“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.
|
An
exchange rate of HK$1.132 to RMB1.00 has been used in this announcement for
illustration purpose only.
By order
of the Board
CHINA
EASTERN AIRLINES CORPORATION LIMITED
Li
Fenghua
Chairman
The
Directors as at the date of this announcement are:
|
Li
Fenghua
|
(Chairman,
Non-executive Director)
|
|
Li
Jun
|
(Vice
Chairman, Non-executive Director)
|
|
Luo
Chaogeng
|
(Non-executive
Director)
|
|
Cao
Jianxiong
|
(President,
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
10
December 2008