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 February 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
(Registrant)
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| Date February 26, 2008 | By: |
/s/
Li
Fenghua
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Name: Li Fenghua |
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| Title: Chairman of the Board of Directors | ||
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)
FURTHER
ANNOUNCEMENT REGARDING
THE
INVESTMENT AND COOPERATION PROPOSAL OF
CHINA
NATIONAL AVIATION CORPORATION (GROUP) LIMITED
|
Reference
is made to the announcement published by the Company dated 21
January 2008
in respect of the investment and cooperation proposal of China
National
Aviation Corporation (Group) Limited (“CNAC”)
(such proposal is hereinafter referred to as the “CNAC
Proposal”).
With
respect to the CNAC Proposal, the board of directors of the Company
(the
“Board”)
has conducted careful and thorough discussions, and has also
sought the
advice of legal adviser, Chen & Co. Law Firm, and financial adviser,
Shenyin & Wanguo Securities Co., Ltd. The Board has decided that it
will not give further consideration to the CNAC Proposal. The
Company will
continue its efforts in introducing strategic investors so as
to improve
and strengthen its core business in the aviation transport industry.
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Reference
is made to the announcement published by the Company dated 21 January 2008
in
respect of the investment and cooperation proposal of CNAC.
In
line
with the principle which has always been adhered to by the Board, the Board
will
treat all proposals made by shareholders of the Company with serious
consideration. With respect to the CNAC Proposal, the Board has conducted
careful and thorough discussions, and has also sought the advice of legal
adviser, Chen & Co. Law Firm, and financial adviser, Shenyin & Wanguo
Securities Co., Ltd. The Board has also taken into account the following
aspects, and reached consensus as follows:
| 1. |
The
whole process in which CNAC made its proposal to the Company,
and the mode
of communication adopted by CNAC, have failed to demonstrate
to the
Company that CNAC has sincere intentions to cooperate with the
Company.
CNAC has also failed to demonstrate that it has conducted in-depth
and
thorough planning in relation to its proposed cooperation with
the
Company. In the absence of sincerity and planning on the part
of CNAC and
mutual trust between CNAC and the Company, it would be difficult
to
establish the foundation of cooperation between the two companies,
and
accordingly, it --would also be difficult for the synergy from
such
cooperation as described in the CNAC Proposal to
materialize.
|
| 2. |
The
Board has given due consideration to the analysis made and the
risks
pointed out by its legal adviser, that is: the CNAC Proposal
does not have
the effect of a legally binding offer, and there is a high level
of
uncertainty associated with such proposal due to legal and regulatory
approval issues.
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1
| 3. |
The
Board has also given due consideration to the analysis prepared
by its
financial adviser as follows: the Company’s primary objectives of
introducing a strategic investor are to gain access to world-class
management know-how, to improve its management, operation efficiency
and
profitability, and to enhance its competitiveness in the international
aviation market, so as to protect the long-term benefits of all
its
shareholders, but CNAC and/or the relevant parties it represents
would not
be able to help the Company to achieve these primary objectives.
|
The
Board has decided that it will not give further consideration to the CNAC
Proposal. The Company will continue its efforts in introducing strategic
investors so as to improve and strengthen its core business in the aviation
transport industry.
A
summary of the PRC legal opinion submitted to the Board by Chen & Co. Law
Firm is set out below:
| (i) |
The
CNAC Proposal is unclear as to the specific terms of the proposed
cooperation between CNAC and China Eastern Airlines Corporation
Limited
(“CEA”).
It is also unclear as to the identity of the implementing party
of such
proposed cooperation. The CNAC Proposal does not have the effect
of a
legally binding offer under contract law, is not legally binding
on CNAC,
and can be withdrawn or amended at any time by CNAC at will.
|
| (ii) |
The
implementation of the CNAC Proposal may face many legal and regulatory
obstacles, and accordingly, there is a high level of uncertainty
with
respect to the CNAC Proposal. These obstacles include but are
not limited
to the following:
|
| (a) |
The
CNAC Proposal has gone beyond the scope of the current policies
in China,
and therefore needs special approval by relevant PRC governmental
authorities. There is a high level of uncertainty as to whether
such
special approval can be obtained.
|
| (b) |
The
implementation of the business cooperation between Air China
Limited
(“Air
China”)
and CEA referred to in the CNAC Proposal may have to be subject
to the
approval of the shareholders of Air China and CEA in their respective
shareholders’ meetings. As such cooperation may be regarded as connected
transactions, CNAC and its controlling shareholder, China National
Aviation Holding Company (“CNAHC”),
would be required to abstain from voting on the resolutions to
approve
such connected transactions during the respective shareholders’ meetings
of Air China and CEA. Accordingly, it is also uncertain whether
the
implementation of the CNAC Proposal and the business cooperation
would win
the respective approvals of the shareholders of Air China and
CEA.
|
| (c) |
The
CNAC Proposal may lead to the issue of competition between Air
China and
CEA, both being listed companies, and CNAC has not proposed any
effective
solutions to it.
|
| (d) |
The
CNAC Proposal may give rise to anti-trust scrutiny and other
issues.
|
On
the
basis of the above analysis, Chen & Co. Law Firm is of the opinion that CNAC
has not made sufficient and clear disclosure of the uncertainty and potential
legal risks and obstacles that exist with respect to the CNAC Proposal.
Chen
& Co. Law Firm advises the Board to take note of the above mentioned risks.
2
A
summary of the financial adviser opinion submitted to the Board by Shenyin
&
Wanguo Securities Co., Ltd. is set out below:
| (i) |
CEA’s
primary objectives of introducing a strategic investor are to
gain access
to world-class management know-how and to improve its management,
operation efficiency and profitability for the protection of
the long-term
benefits of all its shareholders. Singapore Airlines Limited
(“SIA”),
being the most profitable airline in the world and ranked the
highest in
terms of customer satisfaction in Asia, has demonstrated its
superior
strengths in many areas including management, branding, product
design,
service process management, route planning and profit management.
The
cooperation between CEA and SIA will be superior to the cooperation
between CEA and CNAC in many aspects including complementary
routes, cost
control and other synergies, and more beneficial to CEA in terms
of
enhancing its core strengths and ability to compete in the international
aviation market. In other words, the CNAC Proposal will not help
CEA to
achieve its primary objectives of introducing a strategic investor.
|
| (ii) |
Owing
to an overlap in the market and targeted customer base, Air China
is one
of the major competitors of CEA. Currently, CNAC and its controlling
shareholder, CNAHC, hold in aggregate more than 50 per cent of
the shares
in Air China, and CNAC has clearly stated its intention to become
a major
shareholder of CEA. Under the CNAC Proposal, after the purchase
by CNAC of
CEA’s H-shares, CNAC as a shareholder of CEA would be in competition
with
CEA, and such competition would be in contravention of the current
requirement of governmental authorities (including the China
Securities
Regulatory Commission (“CSRC”))
which stipulates that shareholders of a listed company should
avoid
competing with the listed company. Given that there is no effective
solution proposed by CNAC to resolve this issue, CEA should not,
for the
purposes of protecting the long-term interests of the shareholders
of CEA,
accept the CNAC Proposal, issue new H-shares to CNAC and thereby
enable
CNAC as a CEA shareholder to compete with CEA.
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| (iii) |
Under
the applicable laws and regulations, the CNAC Proposal will need
to be
approved by the relevant PRC governmental authorities, including
but not
limited to the State-owned Assets Supervision and Administration
Commission, the CSRC and the General Administration of Civil
Aviation of
China. The cooperation between CNAC and its related parties on
the one
hand, and CEA and China Eastern Air Holding Company on the other
hand,
would also involve many rounds of discussions and negotiations
between the
parties. Judging from the fact that it has taken CEA and SIA
two years to
prepare their cooperation proposal, the implementation of the
CNAC
Proposal would require a long period of time and is subject to
a high
level of uncertainty. The delay and the uncertainty will make
it
impossible for CEA to meet its imminent development needs and
may cause
CEA to miss valuable opportunities for development. This will
severely
affect the future operations and development of CEA, and harm
the
short-term and long-term interests of its
shareholders.
|
On
the
basis of the above analysis, Shenyin & Wanguo Securities Co., Ltd. advises
the Board not to accept the CNAC Proposal.
By
order
of the Board
CHINA
EASTERN AIRLINES CORPORATION LIMITED
Li
Fenghua
Chairman
of the Board
3
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
26
February 2008
4