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 April 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 April 15,
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)
ANNUAL
CAPS FOR
IMPORT
AND EXPORT AGENCY SERVICES
|
Reference
is made to the announcement and the circular of the Company dated 29 April
2008 and 13 May 2008 respectively in relation to, inter alia, the
continuing connected transactions in respect of the provision of Agency
Services by the Import & Export Company to the Group.
The
annual cap for the Agency Services provided by the Import & Export
Company for the year ended 31 December 2008 was set at RMB42.70 million.
However, as at 31 December 2008, the aggregated commissions and expenses
payable by the Company to Import & Export Company for its provision of
such services for the year 2008 was approximately RMB47.26 million,
exceeding the 2008 annual cap the Company has previously anticipated. It
is expected that the annual caps for 2009 and 2010 for the aggregate
commissions and expenses payable by the Company to Import & Export
Company as previously anticipated will also increase to RMB60 million and
RMB69.50 million respectively.
All
applicable percentage ratios of the transactions relating to the provision
of Agency Services by Import & Export Company to the Group under the
Import and Export Agency Agreement for the financial year ended 31
December 2008 are less than 2.5%, and for the two years ending 31 December
2009 and 2010 respectively are expected to be less than 2.5%. Therefore,
such transactions are subject to the announcement requirements of the
Listing Rules but are exempt from shareholders’ approval
requirement.
|
REVISIONS
OF THE ANNUAL CAPS
Reference
is made to the announcement and the circular of the Company dated 29 April 2008
and 13 May 2008 respectively in relation to, inter alia, the continuing
connected transactions in respect of the provision of Agency Services by the
Import & Export Company to the Group.
As
disclosed in the said announcement and circular of the Company, the annual caps
for the transactions relating to the provisions of the Agency Services for the
three financial years ending 31 December 2008, 2009 and 2010 are not expected to
exceed RMB42.70 million, RMB45 million and RMB48 million
respectively.
However, the demand for aircraft related accessories, machinery and equipment required has increased and thus the service fees and commissions payable by the Company to Import & Export Company for its provision of the Agency Services have increased to an extent greater than the Company has previously anticipated. This is mainly due to the following reasons:
Due to
market fluctuation, the Company has leased more aircraft from aircraft leasing
companies in 2008 than previous years whereby more maintenance services are
required as the leased aircraft are not newly bought aircraft. As such, the
Company has increased its demand for aircraft related accessories, machinery and
equipment and thus the demand for the Agency Services has increased greater than
previously anticipated.
Further,
the aircraft and their engines have certain cycles for overhaul, which vary
pursuant to the frequency of flights. In 2008, quite a number of aircraft and
their engines have undertaken the overhaul services which resulted in the
increase in the demand for the Agency Services.
The
annual cap for the Agency Services provided by the Import & Export Company
for the year ended 31 December 2008 was set at RMB42.70 million. However, as at
31 December 2008, the aggregated commissions and expenses payable by the Company
to Import & Export Company for its provision of such services for the year
2008 was approximately RMB47.26 million, exceeding the 2008 annual cap by
approximately RMB4.5 million.
As noted
above, the aircraft of the Company have certain cycles for overhaul. It is
anticipated that a number of aircraft of the Company will have to undertake
overhaul services in the coming years. Taking into account this factor and the
gradual and organic growth of the Group’s business over these years, it is
expected that the annual caps for 2009 and 2010 for the aggregate commissions
and expenses payable by the Company to Import & Export Company as previously
anticipated will increase to RMB60 million and RMB 69.50 million
respectively.
The
existing annual caps and the proposed revised annual caps for the Agency
Services for the two financial years ending 31 December 2009 and 2010 are as
follows:
|
For
the financial year ending 31 December
|
Year
2009
|
Year
2010
|
|
Existing
annual cap
|
RMB45
million
|
RMB48
million
|
|
Revised
annual cap
|
RMB60
million
|
RMB69.50
million
|
All
applicable percentage ratios of the transactions relating to the provision of
Agency Services by Import & Export Company to the Group under the Import and
Export Agency Agreement for the financial year ended 31 December 2008 are less
than 2.5%, and for the two years ending 31 December 2009 and 2010 respectively
are expected to be less than 2.5% on an annual basis. Therefore, such
transactions are subject to the announcement requirements of the Listing Rules
but are exempt from shareholders’ approval requirement.
The
directors of the Company (including the independent non-executive directors)
consider that the above continuing connected transactions are on normal
commercial terms, in the ordinary and usual course of business, fair and
reasonable and in the interests of the shareholders of the Company as a
whole.
PARTIES
TO THE TRANSACTIONS
The
Import & Export Company is a company approved by the PRC Ministry of
Commerce and is licensed to engage in the business of import and export of
aircraft and related aviation equipment and materials in the PRC.
The
Company is principally engaged in the business of civil aviation.
DEFINITIONS
|
“Agency
Services”
|
means
the import and export agency services for the import and export of
aircraft and related materials, accessories, machinery and equipment
required in the daily airlines operations and civil aviation business of
the Group provided pursuant to the Import and Export Agency
Agreement;
|
|
“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;
|
|
“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;
|
|
“Group”
|
means
the Company and its subsidiaries;
|
|
“Hong
Kong”
|
means
Hong Kong Special Administrative Region of the
PRC;
|
|
“Import & Export
Company”
|
means東方航空進出口有限公司(Eastern
Aviation Import & Export Company), which is interested as to 55% by,
and thus an associate of, CEA
Holding;
|
|
“Import and Export Agency
Agreement”
|
means
the agreement entered into between the Company and Import
& Export Company in relation to the Agency Services commencing from 1
July 2008 to 30 June 2011;
|
|
“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 yuan, the lawful currency of the PRC;
and
|
|
“Stock
Exchange”
|
means
The Stock Exchange of Hong Kong
Limited.
|
|
By
order of the board of directors of the Company
China
Eastern Airlines Corporation Limited
Luo Zhuping Director and Company
Secretary
|
|
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
|
(Independent
non-executive Director)
|
|
Xie
Rong
|
(Independent
non-executive Director)
|
Shanghai,
the PRC
15 April
2009