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 July 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 July 24, 2008 | 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.
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If
you are in any doubt
about
any of the contents of this circular, you should obtain independent professional
advice.
If
you have sold or transferred
all your
shares in China Eastern Airlines Corporation Limited, you should at once
hand
this circular to the purchaser or the transferee or to the bank, licensed
securities dealer or other agent through whom the sale or transfer was
effected
for transmission to the purchaser or the transferee.
The
Stock
Exchange of Hong Kong Limited takes no responsibility for the contents
of this
circular 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
circular.
(A
joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock code: 670)
DISCLOSEABLE TRANSACTION
SALE AND LEASEBACK OF THREE AIRBUS A340 SERIES AIRCRAFT
A letter from the board of the directors of China Eastern Airlines Corporation Limited is set out on pages 3
to 7 of this circular.
25 July 2008
CONTENTS
|
Page
|
|||||||
|
Definitions
|
|
1
|
|||||
|
Letter
from the board of Directors
|
|||||||
|
1.
|
Introduction
|
3
|
|||||
|
|
|||||||
|
2.
|
Parties
|
4
|
|||||
|
|
|||||||
|
3.
|
The
Sale and Purchase Agreements
|
4
|
|||||
|
|
|||||||
|
4.
|
The
Lease Agreements
|
5
|
|||||
|
|
|||||||
|
5.
|
General
|
6
|
|||||
|
|
|||||||
|
6.
|
Additional
information
|
7
|
|||||
|
|
|||||||
|
Appendix
|
General
information
|
8
|
|||||
-
i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the
following meanings:
|
“A
Shares”
|
means
the ordinary shares issued by the Company, with a Renminbi-denominated
par
value of RMB1.00 each, which are subscribed for and paid up in
Renminbi
and are listed on the Shanghai Stock Exchange;
|
|
|
|
|
“Aircraft”
|
means
three Airbus A340 series aircraft, including the engines, accessories
and
documents in connection with such aircraft;
|
|
“Buyer”
|
means
工銀金融租賃有限公司
(ICBC
Financial Leasing Co., Ltd.), a company incorporated 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 Latest Practicable Date;
|
|
|
|
|
“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;
|
|
|
|
|
“Completion
Date”
|
means
the respective completion date as set out in the respective Sale
and
Purchase Agreements;
|
|
|
|
|
“Delivery
Date”
|
means
the respective date which the Buyer delivers each of the Aircraft
to the
Company pursuant to the respective Lease Agreements;
|
|
“Directors”
|
means
the directors of the Company;
|
|
|
|
|
“Group”
|
means
the Company and its subsidiaries;
|
|
|
|
|
“H
Shares”
|
means
the ordinary shares issued by the Company, with a Renminbi-denominated
par
value of RMB1.00 each, which are subscribed for and paid up in
a currency
other than Renminbi and are listed on the Stock
Exchange;
|
-
1
-
DEFINITIONS
|
“Hong
Kong”
|
means
the Hong Kong Special Administrative Region of the PRC;
|
|
|
|
|
“Latest
Practicable Date”
|
means
22 July 2008, being the latest practicable date for ascertaining
certain
information included in this circular;
|
|
|
|
|
“Lease
Agreements”
|
means
three lease agreements in relation to the leasing- back of
each of the
Aircraft, all dated 27 June 2008 entered into between the Company
as the
lessee and the Buyer 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;
|
|
|
|
|
“RMB”
|
means
renminbi, the lawful currency of the PRC;
|
|
|
|
|
“Sale
and Purchase Agreements”
|
means
three sale and purchase agreements in relation to the sale
and purchase of
each of the Aircraft, all dated 27 June 2008 entered into between
the
Company as the seller and the Buyer as the purchaser;
|
|
|
|
|
“SFO”
|
means
the Securities and Futures Ordinance (Chapter 571 of the Laws
of Hong
Kong);
|
|
|
|
|
“Stock
Exchange”
|
means
The Stock Exchange of Hong Kong Limited; and
|
|
|
|
|
“Transactions”
|
means
the transactions contemplated under the Sale and Purchase Agreements
and
the Lease Agreements.
|
-
2
-
LETTER FROM THE BOARD OF DIRECTORS
(A joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock code: 670)
| Directors: | Legal address: | ||
| Li Fenghua | (Chairman, Non-executive Director) | 66 Airport Street | |
| Li Jun | (Vice Chairman, Non-executive Director) | Pudong International Airport | |
| Cao Jianxiong | (President, Executive Director) | Shanghai | |
| Luo Chaogeng | (Non-executive Director) | PRC | |
| Luo Zhuping | (Executive Director) | ||
| Head office: | |||
| Independent non-executive Directors: | 2550 Hongqiao Road | ||
| Hu Honggao | Shanghai | ||
| Peter Lok | PRC | ||
| Wu Baiwang | |||
| Zhou Ruijin | Principal place of business | ||
| Xie Rong |
in Hong Kong:
|
||
| 5th Floor, McDonald’s Building | |||
| 48 Yee Wo Street | |||
| Hong Kong | |||
| Hong Kong share registrar | |||
|
and transfer office:
|
|||
| Hong Kong Registrars Limited | |||
| Rooms 1712-1716, 17th Floor | |||
| Hopewell Centre | |||
| 183 Queen’s Road East | |||
| Hong Kong | |||
| 25 July 2008 | |||
To the shareholders of the Company
Dear Sir or Madam,
DISCLOSEABLE TRANSACTION
| 1. |
INTRODUCTION
|
|
As
disclosed in the Company’s announcement dated 4 July 2008, the Company and
the Buyer have entered into (i) the Sale and Purchase Agreements
regarding
the sale and purchase of the Aircraft; and (ii) the Lease Agreements
regarding the leasing-back of the
Aircraft.
|
-
3
-
LETTER FROM THE BOARD OF DIRECTORS
|
The Transactions constitute a discloseable transaction of the Company under the Listing
Rules.
|
| 2. |
PARTIES
|
|
The
Company is principally engaged in the business of civil
aviation.
The
Buyer, to the Directors’ knowledge, is engaged in businesses such as
finance lease, receiving rental deposit from lessee, transferring
rental
proceeds to commercial banks, issuing approved debentures, inter-bank
borrowing, lending to financial institutions, lending foreign currency
outside the PRC, dispose and administer residual value of leased
assets,
import and export business and consultancy services.
To
the best knowledge, information and belief of the Directors and
having
made all reasonable enquiry, the Buyer and its 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.
|
| 3. | THE SALE AND PURCHASE AGREEMENTS |
|
On
27 June 2008, the Company entered into the Sale and Purchase Agreements
with the Buyer regarding the sale and purchase of the Aircraft
in
accordance with the terms and conditions thereof.
Consideration
An
aggregate amount which is equivalent to the unaudited book value
of the
respective Aircraft as at the Completion Date. As at 27 June 2008,
the
unaudited book value of the Aircraft is RMB1.29 billion. The consideration
was determined after arm’s length negotiation between the parties and will
be paid in cash via telegraphic transfer on the Completion
Date.
Conditions
Completion
is conditional upon the fulfillment or waiver by the relevant parties
of
the following conditions:
(1)
the
Lease Agreements and the respective ancillary documents having
been
executed by the respective parties;
(2)
the
Company has provided the relevant documentary evidence to prove
its title
ownership of the respective Aircraft to the Buyer;
(3)
each
party has provided to the other party copies of its constitutional
documents, respective resolutions of the board of directors approving
the
Sale and Purchase Agreements, business licenses and (for the Company)
registration documents relating to the respective
Aircraft;
|
-
4
-
LETTER FROM THE BOARD OF DIRECTORS
|
(4)
as
at the Completion Date, there is no mortgage or priority right
over the
respective Aircraft or the provision of the relevant release
documents in
respect of such mortgage or priority right (if any) from the
Company to
the Buyer; and
(5)
the
warranties and representations under the respective Sale and
Purchase
Agreements remain true and accurate.
Completion
date
The
date upon which the conditions as set out in the respective Sale
and
Purchase Agreements have been fulfilled. As at the Latest Practicable
Date, the condition precedents of one of the Sale and Purchase
Agreements
and the Lease Agreements have been fulfilled and accordingly,
the
respective Aircraft has been sold and subsequently been leased-back
to the
Company pursuant to the respective Lease Agreements. For the
condition
precedents of the two remaining Sale and Purchase Agreements
and the Lease
Agreements, the parties expect that they will be fulfilled prior
to 31
July 2008.
|
| 4. | THE LEASE AGREEMENTS |
|
On
27 June 2008, the Company entered into the Lease Agreements with
the Buyer
regarding the leasing-back of the Aircraft in accordance with
the terms
and conditions thereof.
Term
72
months, commencing on the Delivery Date.
Rental
fee and handling fee
The
rental fee for the Aircraft will depend on the prevailing interest
rates
offered by the People’s Bank of China, which will be paid in cash by the
Company quarterly. Based on the current rates, it is expected
to amount to
approximately RMB20,000,000 per quarter for each Aircraft. Pursuant
to the
Lease Agreements, the Company has to pay to the Buyer an one
off handling
fee with reference to a certain percentage of the consideration
payable
under the Sale and Purchase Agreements. The rental fee and the
handling
fee were determined after arm’s length negotiation between the parties and
on normal commercial terms. The rental fee and the handling fee
will be
paid in cash via telegraphic transfer in accordance with the
Lease
Agreements.
Conditions
Completion
is conditional upon, fulfillment or waiver by the relevant parties
the
following conditions:
(1)
the
Sale and Purchase Agreements and the respective ancillary documents
having
been executed by the respective
parties;
|
-
5
-
LETTER FROM THE BOARD OF DIRECTORS
|
(2)
the
relevant rental fee and the handling fee have been received by
the Buyer
pursuant to the respective Lease Agreements;
(3)
each
party has provided to the other party copies of its constitutional
documents, respective resolutions of the board of directors approving
the
Lease Agreements, business licenses and (for the Company) registration
and
insurance documents and licenses relating to the respective
Aircraft;
(4)
the
warranties and representations under the respective Lease Agreements
remain true and accurate; and
(5)
there
is no event of default as described in the respective Lease Agreements
prior to the Delivery Date.
As
mentioned above, as at the Latest Practicable Date, the condition
precedents of one of the Sale and Purchase Agreements and the
Lease
Agreements have been fulfilled and accordingly, the respective
Aircraft
has been sold and subsequently been leased-back to the Company
pursuant to
the respective Lease Agreements. For the condition precedents
of the two
remaining Sale and Purchase Agreements and the Lease Agreements,
the
parties expect that they will be fulfilled prior to 31 July
2008.
Buy-back
Pursuant
to the Lease Agreements, upon the expiry of the term of the Lease
Agreements, the Company shall (and not at its discretion) purchase
the
Aircraft back from the Buyer at a consideration which amounts
to not more
than 10% of the consideration payable under the Sale and Purchase
Agreements. Further announcement(s) will be made by the Company
in
compliance with the relevant Listing Rules, if and when
appropriate.
|
| 5. | GENERAL |
|
Reasons
for entering into the Transactions and benefits expected to accrue
to the
Company
The
Directors expect that the Transactions may improve the allocation
and use
of the Company’s fixed assets, create a new channel for the finance
arrangement of the Company and enhance the Company’s cash flow
position.
The
Directors currently intend to use the proceeds from the Company’s sale of
the Aircraft for its normal operating purposes.
The
Directors believe that the terms of the Sale and Purchase Agreements
and
the Lease Agreements are fair and reasonable and in the interests
of its
shareholders as a whole.
Financial
impact of the Transactions
The
Directors expect there will not be any gain or loss expected
to accrue to
the Company as the consideration of the Sale and Purchase Agreements
is
based on the unaudited book value of the Aircraft as at the Completion
Date.
|
-
6 -
LETTER FROM THE BOARD OF DIRECTORS
|
It
is technically not viable to determine the net profit attributable
to just
the Aircraft for the two previous financial years, however,
there is no
change in relation to the net profit attributable to the
Aircraft for the
two previous financial years as a result of the Transactions.
Save
as disclosed above, the Transactions are not expected to
result in any
material impact on the earnings, assets and liabilities of
the
Group.
Discloseable
transaction
The
Transactions constitute a discloseable transaction of the
Company under
the Listing Rules.
|
| 6. | ADDITIONAL INFORMATION |
| Your attention is also drawn to the additional information set out in the appendix to this circular. |
Yours faithfully,
For and on behalf of the board of Directors of
China Eastern Airlines Corporation Limited
Li Fenghua
Chairman
-
7 -
| APPENDIX |
GENERAL INFORMATION
|
RESPONSIBILITY STATEMENT
This
circular includes particulars given in compliance with the Listing Rules
for the
purpose of giving information with regard to the Group. The Directors
collectively and individually accept full responsibility for the accuracy
of the
information contained in this circular and confirm, having made all reasonable
enquiries, that to the best of their knowledge and belief, there are no other
facts not contained in this circular the omission of which would make any
statement herein misleading.
DISCLOSURE
OF INTERESTS
Directors,
supervisors, chief executives and senior management
The
interests of the Directors, supervisors, chief executives and senior management
in the issued share capital of the Company as at the Latest Practicable Date
were set out as follows:
|
Number
and type of shares held and nature of interest
|
||||||||||||
|
Name
|
Position
|
|
Personal
|
|
Family
|
|
Corporate
|
|
Total
|
|
Capactiy
in which the
A
Shares
were
held
|
|
|
Li
Fenghua
|
Chairman,
|
6,600
|
—
|
—
|
6,600
|
Beneficial
|
||||||
|
Non-executive
Director
|
A
Shares
|
A
Shares
|
owner
|
|||||||||
|
|
(Note
1)
|
(Note
1)
|
||||||||||
|
|
||||||||||||
|
Li
Jun
|
Vice-Chairman,
|
—
|
—
|
—
|
—
|
—
|
||||||
|
Non-executive
Director
|
||||||||||||
|
|
||||||||||||
|
Cao
Jianxiong
|
President,
|
7,656
|
—
|
—
|
7,656
|
Beneficial
|
||||||
|
Executive
Director
|
A
Shares
|
A
Shares
|
owner
|
|||||||||
|
|
(Note
2)
|
(Note
2)
|
||||||||||
|
|
||||||||||||
|
Luo
Chaogeng
|
Non-executive
Director
|
6,600
|
—
|
—
|
6,600
|
Beneficial
|
||||||
|
|
A
Shares
|
A
Shares
|
owner
|
|||||||||
|
|
(Note
1)
|
(Note
1)
|
||||||||||
|
|
||||||||||||
|
Luo
Zhuping
|
Executive
Director,
|
11,616
|
—
|
—
|
11,616
|
Beneficial
|
||||||
|
Company
secretary
|
A
Shares
|
A
Shares
|
owner
|
|||||||||
|
(Note
3)
|
(Note
3)
|
|||||||||||
-
8
-
| APPENDIX |
GENERAL INFORMATION
|
|
Number
and type of shares held and nature of interest
|
||||||||||||
|
Capacity
in
|
||||||||||||
|
which
the
|
||||||||||||
|
A
Shares
|
||||||||||||
|
Name
|
Position
|
|
Personal
|
Family
|
|
Corporate
|
|
Total
|
were
held
|
|||
|
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
|
|
|||||||||||
|
|
||||||||||||
|
Liu
Jiangbo
|
Chairman
of the
|
—
|
—
|
—
|
—
|
—
|
||||||
|
Supervisory
Committee
|
|
|||||||||||
|
|
|
|||||||||||
|
Xu
Zhao
|
Supervisor
|
—
|
—
|
—
|
—
|
—
|
||||||
|
|
|
|||||||||||
|
Wang
Taoying
|
Supervisor
|
—
|
—
|
—
|
—
|
—
|
||||||
|
|
|
|||||||||||
|
Yang
Jie
|
Supervisor
|
6,600
|
—
|
—
|
6,600
|
Beneficial
|
||||||
|
A
Shares
|
A
Shares
|
owner
|
||||||||||
|
(Note
1)
|
(Note
1)
|
|
||||||||||
|
|
||||||||||||
|
Liu
Jiashun
|
Supervisor
|
3,960
|
—
|
—
|
3,960
|
Beneficial
|
||||||
|
A
Shares
|
A
Shares
|
owner
|
||||||||||
|
(Note
4)
|
(Note
4)
|
|
||||||||||
|
|
||||||||||||
|
Zhang
|
Vice
president
|
—
|
—
|
—
|
—
|
—
|
||||||
|
Jianzhong
|
|
|||||||||||
|
|
|
|||||||||||
|
Li
Yangmin
|
Vice
president
|
3,960
|
—
|
—
|
3,960
|
Beneficial
|
||||||
|
A
Shares
|
A
Shares
|
owner
|
||||||||||
|
(Note
4)
|
(Note
4)
|
|||||||||||
-
9
-
| APPENDIX |
GENERAL INFORMATION
|
|
Number
and type of shares held and nature of interest
|
||||||||||||
|
Capacity
in
|
||||||||||||
|
which
the
|
||||||||||||
|
A
Shares
|
||||||||||||
|
Name
|
Position
|
Personal
|
Family
|
Corporate
|
|
Total
|
|
were
held
|
||||
|
Fan
Ru
|
Vice
president
|
3,696
|
—
|
—
|
3,696
|
Beneficial
|
||||||
|
A
Shares
|
A
Shares
|
owner
|
||||||||||
|
(Note
5)
|
(Note
5)
|
|||||||||||
|
Luo
Weide
|
Chief
financial officer
|
3,960
|
—
|
—
|
3,960
|
Beneficial
|
||||||
|
A
Shares
|
A
Shares
|
owner
|
||||||||||
|
(Note
4)
|
(Note
4)
|
|||||||||||
Notes:
| 1. |
representing
approximately 0.0002% of the Company’s total issued listed A Shares,
totalling 3,300,000,000 A Shares, as at the Latest Practicable
Date.
|
| 2. |
representing
approximately 0.000232% of the Company’s total issued listed A Shares,
totalling 3,300,000,000 A Shares, as at the Latest Practicable
Date.
|
| 3. |
representing
approximately 0.000352% of the Company’s total issued listed A Shares,
totalling 3,300,000,000 A Shares, as at the Latest Practicable
Date.
|
| 4. |
representing
approximately 0.00012% of the Company’s total issued listed A Shares,
totalling 3,300,000,000 A Shares, as at the Latest Practicable
Date.
|
| 5. |
representing
approximately 0.000112% of the Company’s total issued listed A Shares,
totalling 3,300,000,000 A Shares, as at the Latest Practicable
Date.
|
Save
as
disclosed above, as at the Latest Practicable Date, none of the Directors,
the
Company’s supervisors, chief executives or members of senior management of the
Company had any interest or short position in the shares, underlying shares
and/or debentures (as the case may be) of the Company and/or any of its
associated corporations (within the meaning of Part XV of the SFO) which
was
required to be (i) notified to the Company and the Stock Exchange pursuant
to
Divisions 7 and 8 of Part XV of the SFO (including any interest and short
position which he/she was taken or deemed to have under such provisions of
the
SFO) or (ii) entered in the register of interests required to be kept by
the
Company pursuant to section 352 of the SFO or (iii) notified to the Company
and
the Stock Exchange pursuant to the Model Code for Securities Transactions
by
Directors of Listed Issuers as set out in Appendix 10 to the Listing
Rules.
Each
of
Li Fenghua, Li Jun, Cao Jianxiong and Luo Chaogeng was, as at the Latest
Practicable Date, a director or employee of CEA Holding which, as disclosed
below, was a company having, as at the Latest Practicable Date, an interest
in
the Company’s shares required to be disclosed to the Company and the Stock
Exchange under the provisions of Divisions 2 and 3 of Part XV of the
SFO.
-
10
-
| APPENDIX |
GENERAL INFORMATION
|
Substantial shareholders
Interests in the Company
So
far as
is known to the Directors, as at the Latest Practicable Date, each of the
following persons, other than a Director, supervisor, chief executive or
member
of the Company’s senior management, had an interest and/or short position in the
Company’s shares or underlying shares (as the case may be) which would fall to
be disclosed to the Company and the Stock Exchange under the provisions of
Divisions 2 and 3 of Part XV of the SFO, or was otherwise interested in 5%
or
more of any class of the then issued share capital of the Company:
|
Interest
as at the Latest Practicable Date
|
|||||||||||||||
|
Approximate
|
|
Approximate
|
Approximate
|
||||||||||||
|
percentage
of
|
percentage
of
|
Percentage
of
|
|||||||||||||
|
shareholding
|
shareholding
|
shareholding
|
|||||||||||||
|
in
the
|
in
the
|
in
the
|
|||||||||||||
|
Nature
of
|
|
Number
of
|
Company’s
|
Company’s
|
Company’s
|
||||||||||
|
shares
|
shares
|
total
issued
|
total
issued
|
total
issued
|
|||||||||||
|
Name
of shareholder
|
interested
|
interested
|
|
shares
capital
|
A
Shares
|
|
H
Shares
|
Short
position
|
|||||||
|
CEA
Holding (Note
1)
|
A
Shares
|
2,904,000,000
|
59.67
|
%
|
88
|
%
|
—
|
—
|
|||||||
|
Singapore
Airlines Limited
|
A
Shares
|
2,913,999,969
|
59.87
|
%
|
88.3
|
%
|
—
|
—
|
|||||||
|
(“SIA”)
(Note
1)
|
|||||||||||||||
|
Temasek
Holdings (Private)
|
A
Shares
|
2,913,999,969
|
59.87
|
%
|
88.3
|
%
|
—
|
—
|
|||||||
|
Limited
(“Temasek”)
|
|||||||||||||||
|
(Note
1)
|
|||||||||||||||
|
CEA
Holding (Note
2)
|
H
Shares
|
2,984,850,000
|
61.33
|
%
|
—
|
190.49
|
%
|
—
|
|||||||
|
SIA
(Note
2)
|
H
Shares
|
2,984,850,000
|
61.33
|
%
|
—
|
190.49
|
%
|
—
|
|||||||
|
Temasek
(Note
2)
|
H
Shares
|
2,984,850,000
|
61.33
|
%
|
—
|
190.49
|
%
|
—
|
|||||||
|
HKSCC
Nominees Limited
|
H
Shares
|
1,546,663,499
|
31.78
|
%
|
—
|
98.71
|
%
|
—
|
|||||||
|
(Notes
3 to 8)
|
|||||||||||||||
-
11
-
| APPENDIX |
GENERAL INFORMATION
|
Notes:
Based
on
the information available to the Directors (including such information as
was
available on the website of the Stock Exchange) and so far as they are aware
and
understand, as at the Latest Practicable Date:
| 1. |
Pursuant
to sections 317 and 318 of the SFO, by virtue of the Shareholders
Agreement entered into between CEA Holding, SIA and Temasek: (i)
SIA and
Temasek are deemed to be interested in the 2,904,000,000 A Shares
(representing approximately 88% of the then total issued A Shares)
held by
CEA Holding in the capacity of beneficial owner; and (ii) SIA and
Temasek
are also deemed to be interested in the 9,999,969 A Shares (representing
approximately 0.30% of the then total issued A Shares) deemed to
be
interested by Temasek. Such 9,999,969 A Shares were held by Temasek
Fullerton Alpha Pte. Ltd. in the capacity of beneficial owner,
which in
turn was 100% held by Fullerton (Private) Limited, which in turn
was
ultimately 100% held by Temasek.
|
| 2. |
Pursuant
to sections 317 and 318 of the SFO, by virtue of the Shareholders
Agreement entered into between CEA Holding, SIA and Temasek, each
of CEA
Holding, SIA and Temasek is deemed to be interested in all of the
2,984,850,000 H Shares being the total of (i) 1,100,418,000 H Shares
deemed to be interested by CEA Holding; (ii) 1,235,005,263 H Shares
deemed
to be interested by SIA; and (iii) 649,426,737
H Shares deemed to be interested by
Temasek.
|
| 3. |
Among
the 1,546,663,499 H Shares held by HKSCC Nominees Limited, 189,078,000
H
Shares (representing approximately 12.07% of the Company’s then total
issued H Shares) were held by China National Aviation Corporation
(Group)
Limited in the capacity of beneficial owner, which in turn was
ultimately
100% controlled by China National Aviation Holding
Company.
|
| 4. |
Among
the 1,546,663,499 H Shares held by HKSCC Nominees Limited, Barclays
PLC
had, through controlled corporations, an interest in an aggregate
of
79,953,370 H Shares (representing approximately 5.10% of the Company’s
then total issued H Shares). Barclays PLC was interested in the
aforesaid
79,953,370 H Shares of the Company in the manner as
follows:
|
| (a) |
338,970
H Shares (representing approximately 0.02% of the Company’s then total
issued H Shares) were held by Barclays Global Investors Ltd in
the
capacity of beneficial owner, which in turn was 100% controlled
by
Barclays Global Investors UK Holdings Limited, which in turn was
92.3%
controlled by Barclays Bank PLC, which in turn was ultimately 100%
controlled by Barclays PLC;
|
| (b) |
8,842,000
H Shares (representing approximately 0.56% of the Company’s then total
issued H Shares) were held by Barclays Global Investors, N.A. in
the
capacity of beneficial owner, which in turn was 100% controlled
by
Barclays California Corporation, which in turn was 100% controlled
by
Barclays Global Investors Finance Limited, which in turn was 100%
controlled by Barclays Global Investors UK Holdings Limited, which
in turn
was 92.3% controlled by Barclays Bank PLC, which in turn was ultimately
100% controlled by Barclays PLC;
and
|
| (c) |
70,772,400
H Shares (representing approximately 4.52% of the Company’s then total
issued H Shares) were held by Barclays Global Fund Advisors in
the
capacity of beneficial owner, which in turn was 100% controlled
by
Barclays Global Investors, N.A., which in turn was 100% controlled
by
Barclays California Corporation, which in turn was 100% controlled
by
Barclays Global Investors Finance Limited, which in turn was 100%
controlled by Barclays Global Investors UK Holdings Limited, which
in turn
was 92.3% controlled by Barclays Bank PLC, which in turn was ultimately
100% controlled by Barclays PLC.
|
|
A
short position of 12,010,000 H Shares (representing approximately
0.77% of
the Company’s then total issued H Shares) were held by Barclays Global
Investors, N.A. in the capacity of beneficial owner, which in
turn was
100% controlled by Barclays California Corporation, which in
turn was 100%
controlled by Barclays Global Investors Finance Limited, which
in turn was
100% controlled by Barclays Global Investors UK Holdings Limited,
which in
turn was 92.3% controlled by Barclays Bank PLC, which in turn
was
ultimately 100% controlled by Barclays
PLC.
|
Save
as
disclosed above and so far as the Directors are aware, as at the Latest
Practicable Date, no other person had an interest or short position in the
Company’s shares or underlying shares (as the case may be) which would fall to
be disclosed to the Company and the Stock Exchange under the provisions of
Divisions 2 and 3 of Part XV of the SFO.
-
12
-
| APPENDIX |
GENERAL INFORMATION
|
Interests
in other members of the Group
So
far as
is known to the Directors, as at the Latest Practicable Date, each of
the
following persons, other than the Company or any of its Directors, supervisors,
chief executives and members of the senior management, was directly or
indirectly interested in 10% or more of the nominal value of any class
of share
capital carrying rights to vote in all circumstances at general meetings
of the
relevant member of the Group:
|
Approximate
|
|||||||
|
Name
of relevant
|
percentage
of
|
||||||
|
Subsidiary
|
substantial
shareholder
|
shareholding
|
|||||
|
上海科技宇航有限公司
|
新加坡科技宇航有限公司
|
49
|
%
|
||||
|
(Shanghai
Technology Aerospace
|
(Singapore
Technology
|
|
|
||||
|
Company
Limited)
|
Aerospace
Limited)
|
||||||
|
東方航空（汕頭）經濟發展有限公司
|
汕頭航空用品總公司
|
45
|
%
|
||||
|
(Eastern
Airlines (Shantou)
|
(Shantou
Aviation Equipment
|
||||||
|
Economics
Development Co., Ltd.)
|
Group
Company)
|
||||||
|
上海東方飛機維修有限公司
|
Aircraft
Engineering Investment
|
40
|
%
|
||||
|
(Shanghai
Eastern Aircraft
|
Ltd.
|
||||||
|
Maintenance
Co., Ltd.)
|
|||||||
| 中國貨運航空有限公司 |
中國遠洋運輸（集團）總公司
|
30
|
%
|
||||
|
(China
Cargo Airlines Co., Ltd.)
|
(China
Ocean Shipping
|
||||||
|
(Group)
Company)
|
|||||||
|
上海東方遠航物流有限公司
|
中國遠洋運輸（集團）總公司
|
30
|
%
|
||||
|
(Shanghai
Eastern Logistics Co.
|
(China
Ocean Shipping
|
||||||
|
Ltd.)
|
(Group)
Company)
|
||||||
|
中國東方航空江蘇有限公司
|
江蘇省國信資產管理集團有限公司
|
23.89
|
%
|
||||
|
(China
Eastern Airlines Jiangsu
|
(Jiangsu
Provincial Guoxin
|
||||||
|
Co.,
Ltd.)
|
Asset
Management Group Co.,
|
||||||
|
Ltd.)
|
|||||||
|
東航發展（香港）有限公司
|
大中華運通有限公司
|
20
|
%
|
||||
|
(Eastern
Airlines Development (HK)
|
(Dazhonghua
Yuntong Co.,
|
||||||
|
Co.,
Ltd.)
|
Ltd.)
|
||||||
|
東航大酒店有限公司
|
CEA
Holding
|
14
|
%
|
||||
|
(Eastern
Airlines Hotel Co., Ltd.)
|
|||||||
-
13
-
| APPENDIX |
GENERAL INFORMATION
|
Save
as
disclosed above and so far as is known to the Directors, as at the Latest
Practicable Date, no other person (other than the Directors, the Company’s
supervisors, chief executives or members of senior management of the
Company)
had an interest or short position in the Company’s shares or underlying shares
(as the case may be) which would fall to be disclosed to the Company
and the
Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of
the SFO,
or was directly or indirectly interested in 10% or more of the nominal
value of
any class of share capital carrying rights to vote in all circumstances
at
general meetings of any other member of the Group.
MISCELLANEOUS
Company’s
officers
Mr.
Luo
Zhuping, who is a holder of a Master’s degree in global economics, is a Director
and the secretary of the Company.
Mr.
Luo
Weide, the Company’s Chief Financial Officer, having a professional accounting
qualification recognised in the PRC, is the qualified accountant of
the Company
appointed pursuant to Rule 3.24 of the Listing Rules. Since Mr. Luo
does not
possess the professional qualification normally required under Rule
3.24 of the
Listing Rules, the Company has applied for, and the Stock Exchange
has granted,
a conditional waiver from strict compliance with that rule for a period
of three
years commencing on 28 January 2005. Such waiver was expired on 26
January 2008.
The Company has further applied for, and the Stock Exchange has granted,
a
conditional waiver from strict compliance with Rule 3.24 of the Listing
Rules
for a period of one year from 27 January 2008. Details of the waiver
are
disclosed in the Company’s announcement dated 10 March 2008.
Service
contracts
As
at the
Latest Practicable Date, none of the Directors had any existing or
proposed
service contract with any member of the Group (excluding contracts
expiring or
terminable by the employer within a year without payment of any compensation
(other than statutory compensation)).
Competing
interests
As
at the
Latest Practicable Date, none of the Directors or so far as is known
to them any
of their respective associates (as defined in the Listing Rules) was
interested
in any business (apart from the Group’s business) which competes or is likely to
compete either directly or indirectly with the Group’s business (as would be
required to be disclosed under Rule 8.10 of the Listing Rules if each
of them
were a controlling shareholder).
-
14
-
| APPENDIX |
GENERAL INFORMATION
|
Litigation
In
2005,
the family members of certain victims in the aircraft accident
(the aircraft was
then owned and operated by China Eastern Air Yunnan Company), which
occurred in
Baotou on 21 November 2004, sued the Company in a U.S. court for
compensation.
On 5 July 2007, pursuant to several conditions with which the Company
has
complied, the Superior Court of the State of California ordered
the action
stayed on the grounds of forum non conveniens for the purpose of
permitting
proceedings in the PRC. On 20 February 2008, the plaintiff filed
a motion with
the Superior Court of the State of California to lift the stay.
The case is
still pending. The Directors believe that a negative outcome will
not have a
material adverse effect on the financial condition and results
of operations of
the Company. The Company intends to provide updates to the shareholders
of the
Company regarding the progress of the litigation.
Save
as
disclosed above, as at the Latest Practicable Date, the Directors
were not aware
of any litigation or claim of material importance pending or threatened
against
any member of the Group.
-
15
-