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 October 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
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.
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China
Eastern Airlines Corporation Limited
(Registrant)
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| Date October 28, 2008 | By | /s/ Luo Zhuping |
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Name: Luo Zhuping |
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Title:
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.
(A
joint stock limited company incorporated in the People’s Republic of China with
limited liability)
(Stock
code: 670)
CONTINUING
CONNECTED TRANSACTION
PROVISION
OF AUTOMOBILE REPAIRING SERVICES
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On
28 October 2008, the Company and CEA Development have entered into
an
automobile repairing service agreement, under which, CEA Development
agrees to provide automobile repairing service to the Company for
a term
commencing from 1 January 2008 to 31 December 2010.
On
or about the end of August 2007, CEA Development has become a non-wholly
owned subsidiary of CEA Holding, a controlling shareholder of the
Company
and hence a connected person of the Company. As such, the Service
constitutes a continuing connected transaction of the Company under
the
Listing Rules.
As
the relevant applicable percentage ratios set out in the Listing
Rules in
respect of the Service is expected to be less than 2.5% on an annual
basis, such transaction is only subject to the reporting and announcement
requirements and is exempted from the approval of the independent
shareholders of the Company pursuant to the Listing Rules.
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THE
SERVICE AGREEMENT
Service
On
28
October 2008, the Company entered into the Service Agreement with CEA
Development pursuant to which, CEA Development will from time to time provide
maintenance and repair service to the Company’s automobiles that are used in
ground services and daily operations.
Term
The
term
of the Service Agreement commenced from 1 January 2008 to 31 December 2010.
The
parties to the Service Agreement may extend the term of the Service Agreement
upon mutual agreement in writing pursuant to the Service Agreement.
Pricing
The
service fees payable to CEA Development for the Service shall be based on
prevailing market rates by reference to the service fees charged by independent
third party service providers: (1) in or around the area where the Service
is
provided; or (2) in the PRC under comparable conditions. Such service fees
shall
be determined based on arm’s length negotiations, and shall be no less
favourable than those offered by CEA Development to any independent third
parties.
Such
service fees are payable quarterly in arrears.
Reasons
for and benefits of the transaction
The
Directors believe that it is in the best interests of the Group to procure
the
Service from CEA Development considering that CEA Development has special
strengths that independent third party service providers generally do not
posses. Such strength include the aviation industry expertise, knowledge and
qualification of CEA Development to meet the demand of certain types of work
and
its track record of quality and timely service.
Historical
figures
The
historical figures of the total amounts paid by the Company to CEA Development
for each of the three financial years ended 31 December 2005, 2006 and 2007
are
approximately RMB22.82 million, RMB27.97 million and RMB18.75 million
respectively.
Annual
caps
Based
on
such historical figures, and the expected expansion and developments of the
Group’s business, in particular, the expected expansion of the Company’s
aircraft fleet and as a result an expansion of its automobiles for providing
ground services, the total amounts payable by the Company to CEA Development
under the Service Agreement for the three financial years ending 31 December
2008, 2009 and 2010 are not expected to exceed RMB31 million, RMB35 million
and
RMB42 million respectively, taking into account the anticipated gradual and
organic growth of the Group’s business over these years.
IMPLICATION
UNDER THE LISTING RULES
On
or
about the end of August 2007, CEA Development has become a non-wholly owned
subsidiary of CEA Holding, a controlling shareholder of the Company and hence
a
connected person of the Company. As such, the Service constitutes a continuing
connected transaction of the Company under the Listing Rules.
As
the
relevant applicable percentage ratios set out in the Listing Rules in respect
of
the Service is expected to be less than 2.5% on an annual basis, such
transaction fall within Rule 14A.34 of the Listing Rules and are subjected
to
the reporting and announcement requirements only and are exempted from the
approval by the independent shareholders of the Company under the Listing
Rules.
Based
on
the information described above, the Directors (including the independent
non-executive Directors) believe that the Service Agreement is on normal
commercial terms, in the ordinary and usual course of business, fair and
reasonable and in the interests of the Company’s shareholders as a
whole.
INFORMATION
OF THE PARTIES
The
Company is principally engaged in the business of civil aviation.
CEA
Development is principally engaged in the business of providing various
repairing and maintenance services, including but not limited to, ground
equipments, metal materials, construction materials, chemical materials,
telecommunication equipment and electronic appliances.
DEFINITIONS
In
this
announcement, unless the context otherwise requires, the following expressions
have the following meanings:
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“Board”
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means
the board of the Directors (including the independent non-executive
Directors);
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“CEA
Development”
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means
上海東方航空實業有限公司
(CEA Development Co.), a company incorporated in the PRC, which is
owned
as to 95% of interest by CEA Holding;
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“CEA
Holding”
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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;
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“Company”
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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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“connected
person(s)”
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has
the meaning ascribed thereto under the Listing Rules;
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“controlling
shareholder”
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has
the meaning ascribed thereto under the Listing Rules;
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“Directors”
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means
the directors of the Company;
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“Group”
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means
the Company and its subsidiaries;
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“Hong
Kong”
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means
Hong Kong Special Administrative Region of the People’s Republic of
China;
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“Listing
Rules”
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means
the Rules Governing the Listing of Securities on The Stock Exchange
of
Hong Kong Limited;
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“PRC”
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means
the People’s Republic of China;
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“RMB”
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means
Renminbi yuan, the lawful currency of the PRC;
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“Service”
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means
the automobile repairing service provided by CEA Development to the
Company pursuant to the Service Agreement;
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“Service
Agreement”
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means
a service agreement entered into between the Company and CEA Development
in relation to the provision of automobile repairing service dated
28
October 2008;
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“Stock
Exchange”
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means
The Stock Exchange of Hong Kong Limited; and
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“%”
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means
per cent.
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By
order
of the board of the directors of
CHINA
EASTERN AIRLINES CORPORATION LIMITED
Luo
Zhuping
Director
and Company Secretary
The
Directors, as at the date of this announcement are:
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Li
Fenghua
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(Chairman,
Non-executive Director)
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Li
Jun
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(Vice
Chairman, Non-executive Director)
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Cao
Jianxiong
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(President,
Executive Director)
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Luo
Chaogeng
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(Non-executive
Director)
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Luo
Zhuping
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(Executive
Director)
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Hu
Honggao
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(Independent
non-executive Director)
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Peter
Lok
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(Independent
non-executive Director)
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Wu
Baiwang
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(Independent
non-executive Director)
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Zhou
Ruijin
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(Independent
non-executive Director)
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Xie
Rong
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(Independent
non-executive Director)
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Shanghai,
the PRC
28
October 2008