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 January 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.
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China
Eastern Airlines Corporation Limited
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(Registrant)
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Date
January
22, 2008
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By
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/s/
Li
Fenghua
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Name:
Li Fenghua
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Title:
Chairman of the Board of Directors
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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.
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.
(A
joint stock limited company incorporated in the People’s Republic of China with
limited liability)
(Stock
code: 670)
(1)
THE INVESTMENT AND COOPERATION PROPOSAL OF
CHINA
NATIONAL AVIATION CORPORATION (GROUP) LIMITED
(2)
RESUMPTION OF TRADING OF SHARES
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This
announcement is made by China Eastern Airlines Corporation Limited
(the
“Company”)
in regard to the proposal presented by China National Aviation
Corporation
(Group) Limited (“CNAC”)
to the board of directors of the Company (the “Board”)
on 18 January 2008 concerning investment in the Company and formation
of a
strategic partnership with the Company.
At
the request of the Company, trading in the H shares of the Company
on The
Stock Exchange of Hong Kong Limited (the “Stock
Exchange”)
was suspended with effect from 9:30 a.m. on 21 January 2008.
The Company
has made an application to the Stock Exchange for trading in
its H shares
on the Stock Exchange to be resumed from 9:30 a.m. on 22 January
2008.
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This
announcement is made by the Company in regard to the proposal presented
by CNAC
to the Board on 18 January 2008 concerning investment in the Company and
formation of a strategic partnership with the Company.
The
Board has received a proposal presented by CNAC on 18 January 2008 concerning
investment in the Company and formation of a strategic partnership with
the
Company. The full text of the proposal is attached below.
The
Board is currently handling the aforementioned proposal. The Board will,
at an
appropriate time, further make a formal announcement. Before the publication
of
such formal announcement, any report with regard to the aforementioned
proposal
does not represent the position of the Company.
At
the request of the Company, trading in the H shares of the Company on the
Stock
Exchange was suspended with effect from 9:30 a.m. on 21 January 2008. The
Company has made an application to the Stock Exchange for trading in its
H
shares on the Stock Exchange to be resumed from 9:30 a.m. on 22 January
2008.
Investors
are advised to exercise caution in dealing in the shares of the
Company.
Appendix:
An
English translation of the full text in Chinese of CNAC’s “Proposal
on investment in China Eastern Airlines Corporation Limited (“CEA”) and
formation of a strategic partnership with CEA”
is
set
out below.
“18 January 2008
China
Eastern Airlines Corporation Limited
Board
of
Directors
No.
2550,
Shanghai Hongqiao Road, Zip Code: 200335
P.
R.
China
Dear
Sirs,
Re:
A
proposal in respect of investment in China Eastern Airlines Corporation
Limited
(“China Eastern Airlines”) and formation of a strategic partnership with China
Eastern Airlines
We,
China
National Aviation Corporation (Group) Limited (“CNACG”),
hereby invite your company to consider the proposal that we have set out
in this
letter with respect to investment in China Eastern Airlines and formation
of a
strategic partnership with China Eastern Airlines (the “Proposal”).
We
refer to the contents set out in the circular issued by China Eastern Airlines
dated 23 November 2007 (the “Circular”).
Unless otherwise defined, terms used in this Proposal have the same meanings
as
defined in the Circular.
In
line
with the announcement made by us on 7 January 2008, we propose CNACG and/or
the
relevant parties it represents (collectively, the “CNACG
Parties”)
and
China Eastern Air Holdings Company (“CEA
Holdings”)
to
jointly subscribe for 2,984,850,000 new H Shares to be issued by China
Eastern
Airlines at a price of not less than HK$5 per H share. The final issue
price of
such H shares will depend on the discussions among all parties. As at the
date
of the Proposal, the CNACG Parties do not intend to hold 30% or more of
the
total issued shares in China Eastern Airlines after such new share
issue.
With
respect to business cooperation, notwithstanding whether or when the
abovementioned proposal for subscribing for new issued shares will be
implemented, the CNACG Parties will endeavour to procure the business
cooperation between Air China Limited (“Air
China”)
and
China Eastern Airlines (collectively, the “Airlines”)
in the
following three areas:
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1.
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Cooperating
with China Eastern Airlines to establish an aviation hub operation
system
in Shanghai
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To
endeavour to procure the cooperation between the Airlines in order to accelerate
the establishment of the Shanghai aviation hub; to assist China Eastern
Airlines
in perfecting its route network; to assist China Eastern Airlines in optimizing
the allocation of operation resources at Pudong Airports and Hongqiao Airports;
to promote the leading role of China Eastern Airlines in establishing the
aviation hub at Shanghai Pudong Airport.
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2.
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Integrating
the cargo business of the Airlines
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To
endeavour to procure the integration of cargo business of the Airlines:
to
establish an air cargo joint venture for enhancing the competitiveness
of the
cargo business of the Airlines.
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3.
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Carrying
out comprehensive cooperation between the Airlines
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To
endeavour to procure the comprehensive cooperation between the Airlines
in
various business areas, such as code sharing, optimisation of route network
and
capacity, frequent flyers program, maintenance, ground handling, and cargo
terminal etc.
We
believe that the comprehensive implementation of the Proposal will achieve
significant synergy for the Airlines, and will bring substantial benefits
to the
Airlines, their shareholders and their employees as well as the society
as a
whole.
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1.
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Based
on an analysis of our financial adviser, China International
Capital
Corporation Limited, the Proposal will effectively improve the
financial
position of China Eastern Airlines and the operating results
of the
Airlines in the following ways:
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•
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China
Eastern Airlines will receive no less than HK$14.9 billion in
cash.
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•
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The
financial position of China Eastern Airlines will be significantly
improved, as its ratio of liabilities to assets will fall from
94.3% to
less than 77%, upon the completion of subscription of new issued
shares by
the CNACG Parties and CEA Holdings.
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•
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As
a result of China Eastern Airlines receiving the proceeds from
issuing new
shares, it will save more than RMB776 million (approximately
HK$836
million) per annum in interest expenses.
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•
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The
business cooperation between the Airlines will bring a synergy
of more
than RMB5 billion (approximately HK$5.384 billion) per annum,
as the
income of the Airlines will increase by approximately RMB4 billion
(approximately HK$4.307 billion) and the Airlines’ costs will decrease by
approximately RMB1 billion (approximately HK$1.077 billion).
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2.
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Enhancing
the overall strengths and international competitiveness of the
Airlines
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•
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To
establish Shanghai and Beijing as two major aviation hubs that
have great
influence in North East Asia and worldwide, with the China Eastern
Airlines and Air China playing the leading role,
respectively.
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•
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To
effectively improve the resources allocation for international
routes
operated in Shanghai and Beijing; to enhance the market shares
of the
Airlines in the international routes operated in Shanghai and
Beijing, and
to strengthen the competitiveness of the Airlines in the international
market.
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•
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To
strengthen the overall competitiveness of the Airlines in air
cargo
operation, and to improve their current vulnerable situation
in
international competition.
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3.
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Providing
consumers with better products and service
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•
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To
provide more routes and flights, more diversified products and
better
services, making more choices available to consumers.
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•
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To
effectively enhance the operation efficiency and reduce the operating
costs of the Airlines, so as to provide consumers with better
products and
services.
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The
CNACG
Parties will seriously consider any other suggested improvements to its
offers
based on the Proposal, and reserve their right to further amend the terms
of the
Proposal.
Any
plan
based on the Proposal is subject to the approvals as required by the applicable
laws and regulations.
Yours
faithfully,
By
order
of the board of directors
China
National Aviation Corporation (Group) Limited
Li
Wanjie
Company
Secretary”
By
order
of the Board
CHINA
EASTERN AIRLINES CORPORATION LIMITED
Luo
Zhuping
Director
and Company Secretary
The
Company’s directors, as at the date hereof, 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 People’s Republic of China
21
January 2008