Report of Foreign Issuer (6-k)
27 September 2013 - 9:30PM
Edgar (US Regulatory)
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 September 2013
Commission File Number: 001-14550
China Eastern Airlines Corporation
Limited
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(Translation of Registrant’s name
into English)
Board Secretariat’s Office
Kong Gang San Lu, Number 88
Shanghai, China 200335
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(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 [ ] 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): [ ]
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): [ ]
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: [ ] 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:
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September 27
, 2013
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By:
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/s/ Wang Jian
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Name:
Title:
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Wang Jian
Joint 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.
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: 00670)
CONNECTED
TRANSACTION
TRANSFER
OF EXCLUSIVE RIGHTS TO USE MEDIA AND ADVERTISING RESOURCES
On 27 September 2013, the
Company entered into the Agreement with CES Media, pursuant to which the Company and certain of its subsidiaries agreed to transfer
the exclusive rights to use certain media and advertising resources of the Company to CES Media and certain of its subsidiaries
for a period of 15 years (from 1 January 2014 to 31 December 2028) under the terms and conditions in the Agreement.
CES Media is a subsidiary
of and thus an associate of CEA Holding, which in turn is a controlling shareholder of the Company. As such, CES Media is a connected
person of the Company and the Transaction constitutes a connected transaction of the Company under the Listing Rules.
As the applicable percentage
ratios set out in the Listing Rules in respect of the Transaction are less than 5% but more than 0.1%, the Transaction is subject
to reporting and announcement requirements under Rule 14A.32 of the Listing Rules and is exempt from the approval of the independent
shareholders of the Company.
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THE
AGREEMENT
On
27 September 2013, the Company entered into the Agreement with CES Media, pursuant to which the Company and certain of its
subsidiaries agreed to transfer the exclusive rights to use the following media and advertising resources of the Company (the
“
Resources
”) to CES Media and certain of its subsidiaries for a period of 15 years (from 1 January 2014 to
31 December 2028) under the terms and conditions in the Agreement.
No.
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Item
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Scope
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1
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Distribution channels for in-flight newspapers and magazines
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The right to issue newspapers and magazines under the Company’s name onboard the Company’s aircraft and relevant facilities.
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No.
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Item
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Scope
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2
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Seat pillow sheets in the passenger cabins
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The pillow sheets set on top of the back of the seats in the Company’s aircraft passenger cabins (excluding first class cabins and business class cabins).
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3
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Folding trays
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The foldaway dining tray fixed at the back of the seats in the Company’s aircraft passenger cabins.
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4
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In-flight entertainment system
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Video or audio works or software to be broadcast in the Company’s aircraft passenger cabins, including but not limited to television and game facilities etc..
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5
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Airport shuttle bus advertisement system
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Video programmes, handles, windows film, etc. in the airport shuttle buses owned by the Company.
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6
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Corporate website
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The business website o f t h e Company www.ceair.com and other websites owned by the Company.
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7
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Mobile network
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Intranet and internet connection services and mobile terminal applications in the Company’s aircraft passenger cabins, including but not limited to mobile phones, tablet computers etc..
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8
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Value-added operation rights in addition to basic business operations, such as frequent customers club/call centres etc.
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Referring in particular to the value-added operation rights in relation to advertisement, media and information etc..
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When
there are proper advertising business opportunities for the two resources (i.e. the mobile network and the value-added
operation rights in addition to the basic business such as mobile network, frequent customers club/call centres) among the
Resources above, CES Media shall apply for a separate approval from the Company and promptly pay the relevant costs and
expenses to the Company. The basis for and payment of the relevant costs and expenses shall be further negotiated by the
parties after the entering into of the Agreement.
In
order to meet the advertising needs of the Company’s own business, CES Media shall provide the Company with not more
than 10 pages of space in each issue of the magazine, and the consolidation and confirmation of the advertising business
shall be made before 31 December of each year. CES Media shall provide the Company with in-flight newspaper and magazines as
well as seat pillow sheets, and the goods provided shall comply with the requirements of the Company.
Consideration
Pursuant
to the Agreement, the Consideration payable by CES Media to the Company for the Transaction is RMB237 million. CES Media shall
pay 20% of the Consideration in cash within one month from the effectiveness of the Agreement, and the remaining 50% and 30% of
the Consideration shall be payable in cash before 31 December 2013 and 31 December 2014 respectively.
The
Consideration was determined based on the appraised value of the Resources (i.e. RMB237 million) as set out in the Valuation Report
prepared by an independent and qualified PRC Valuer. No book value of the Resources was recorded as at 31 December 2012.
Other
terms
CES Media
will provide in-flight newspapers and seat pillow sheets for free according to the Company’s annual budget and the quality
of the goods provided shall be in line with the Company’s quality requirements.
REASONS
FOR THE TRANSACTION AND BENEFITS EXPECTED TO ACCRUE TO THE COMPANY
Under this
Transaction, the operation and management by the professional team of CES Media will secure a professional, stable and reliable
operation for the Company’s media and advertising resources during the relevant period, and improve the Company’s image.
Following obtaining the long-term exclusive rights in the media and advertising resources, CES Media, which is owned as to 45%
by the Company, will be able to ensure its sustained and steady operation, thereby enabling the Company to obtain stable investment
income.
The Directors
believe that, since the price of the Transaction was determined based on the appraised fair value of the Resources, it complies
with the market principle of fairness and openness and has secured the Company’s interests.
Based on
the appraised value of the Resources (i.e. RMB237 million), the expected gain to be derived from the Transaction amounts to RMB237
million.
The Company
currently intends to use the proceeds from the Transaction as general working capital.
INFORMATION
ABOUT THE PARTIES
The Company
is principally engaged in the business of civil aviation.
CES
Media is principally engaged in the operation of the Company’s website, in-flight entertainment and video programmes, domestic
and overseas advertising agency, publication, design, production and printing business, etc..
LISTING
RULES IMPLICATIONS
CES
Media is a subsidiary of and thus an associate of CEA Holding, which in turn is a controlling shareholder of the Company. As such,
CES Media is a connected person of the Company and the Transaction constitutes a connected transaction of the Company under the
Listing Rules.
As the applicable
percentage ratios set out in the Listing Rules in respect of the Transaction are less than 5% but more than 0.1%, the Transaction
is subject to reporting and announcement requirements under Rule 14A.32 of the Listing Rules and is exempt from the approval of
the independent shareholders of the Company.
The
resolution regarding considering and approving the Transaction has been passed at the 2013 third regular meeting of the sixth
session of the Board. As Mr. Liu Shaoyong (a Director and the chairman of the Company), Mr. Xu Zhao (a Director) and Mr. Gu
Jiadan (a Director) are members of the senior management of CEA Holding, they may be regarded as having a material interest
in the Transaction. As such, they have abstained from voting at the meeting of the Board convened for the purpose of
approving the Transaction. Save as aforesaid, none of the Directors has any material interests in the Transaction.
The
terms and conditions of the Transaction are agreed after arm’s length negotiations between the parties. The Directors (including
the independent non-executive Directors) believe that the terms and conditions of the Transaction are fair and reasonable and in
the interests of the shareholders of the Company as a whole.
DEFINITIONS
In this
announcement, unless the context otherwise requires, the following terms shall have the following meanings:
“CES Media”
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means
東方航空傳媒股份有限公司
(China Eastern Airlines Media Co., Ltd), which, as at the date of this announcement is directly interested as to 55% by, and is thus an associate of, CEA Holding;
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“Agreement”
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means the agreement dated 27 September 2013 entered into between the Company and CES Media regarding the Transaction;
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“Board”
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means the board of directors of the Company;
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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 directly or indirectly holding approximately 64.35% 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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“Consideration”
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means the consideration for the Transaction (being RMB237 million) payable by CES Media to the Company pursuant to the Agreement;
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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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“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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“PRC Valuer”
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means
上海東洲資產評估有限公司
(Shanghai Orient Certified Appraisal Co., Ltd);
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“Resources”
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has the meaning as set out in the first two paragraphs of this announcement;
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“RMB”
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means renminbi, the lawful currency of the PRC;
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“Stock Exchange”
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means The Stock Exchange of Hong Kong Limited;
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“Transaction”
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means the transfer of the Resources by the Company to CES Media pursuant to the Agreement;
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“Valuation Report”
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means the valuation report prepared by the PRC Valuer in respect of the Resources as at 31 December 2012.
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By order
of the Board
中國東方航空股份有限公司
CHINA
EASTERN AIRLINES CORPORATION LIMITED
Wang
Jian
Joint
Company Secretary
As at
the date of this announcement, the Directors are:
Liu Shaoyong
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(Chairman)
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Ma Xulun
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(Director, President)
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Xu Zhao
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(Director)
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Gu Jiadan
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(Director)
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Li Yangmin
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(Director, Vice President)
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Tang Bing
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(Director, Vice President)
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Sandy Ke-Yaw Liu
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(Independent non-executive Director)
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Ji Weidong
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(Independent non-executive Director)
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Shao Ruiqing
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(Independent non-executive Director)
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Li Ruoshan
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(Independent non-executive Director)
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Shanghai,
the PRC
27 September
2013
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