Report of Foreign Issuer (6-k)
December 26 2017 - 10:41AM
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 December 2017
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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December 26, 2017
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By
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/s/
Wang Jian
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Name: Wang Jian
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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.
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.
OVERSEAS
REGULATORY ANNOUNCEMENT
ANNOUNCEMENT ON THE
PROVISION
OF GUARANTEE FOR SOME SUBSIDIARIES
This overseas regulatory
announcement is made pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong
Limited.
The Company and
all members of the board of directors confirm that the information contained in this announcement is true, accurate and complete,
and no misrepresentations, misleading statements or material omissions are contained herein.
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IMPORTANT NOTICE
Name of
guaranteed party
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Amount of
guarantee
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Balance of
guarantee actually
provided
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Availability
of counter
guarantee
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Guarantor
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China United Airlines Co., Ltd. (“
China United Airlines
”)
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The aggregate maximum limit being RMB1 billion
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Guarantee not provided previously
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No
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China Eastern Airlines
Corporation Limited
(the “
Company
”)
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Shanghai Eastern Flight Training Co., Ltd. (“
Shanghai Flight Training
”)
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USD16.3378 million
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Eastern Business Airlines Service Co., Ltd. (“
Eastern Business Airlines Service
”)
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Guarantee not provided previously
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China Eastern Airlines Technology Co., Ltd. (“
Eastern Technology
”)
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Guarantee not provided previously
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Shanghai Dongmei Air Travel Co., Ltd. (“
Shanghai Dongmei
”)
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RMB10 million
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Guarantee not provided previously
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No
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Shanghai Airlines Tours International (Group) Co., Ltd. (“
Shanghai Tours
”)
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•
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Aggregate amount of overdue external guarantee: nil
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I.
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OVERVIEW OF THE GUARANTEE
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On 22 December
2017, the resolution regarding the provision by the Company of guarantee to some of its wholly-owned subsidiaries or their respective
wholly-owned subsidiaries was considered and approved on the 2017 eighth regular meeting of the board of directors of the Company
(the “
Board
”), pursuant to which it was agreed that (1) the Company shall provide guarantee in the total amount
of up to RMB1 billion to four wholly-owned subsidiaries namely China United Airlines, Shanghai Flight Training, Eastern Business
Airlines Service, Eastern Technology, or their respective wholly-owned subsidiaries; and (2) Shanghai Tours (a wholly-owned subsidiary
of the Company) shall provide guarantee in the total amount of RMB10 million to its wholly-owned subsidiary, Shanghai Dongmei.
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II.
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BASIC INFORMATION OF THE GUARANTEED PARTIES
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(I)
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China United Airlines Co., Ltd.
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1.
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Registered address: Court 1, Western Zone, 6 Jingbei East
Road, Fengtai District, Beijing;
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2.
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Legal representative: Tang Bing;
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3.
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Registered capital: RMB1,320 million;
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4.
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Business scope: domestic (including Hong Kong, Macau and
Taiwan) air passenger and cargo transportation business; international air passenger and cargo transportation business to the
nearby countries; agency services among airlines companies; the service business in relation to air transportation operations;
retail of pre-packaged food (Food Circulation Permit will be valid until 21 January 2018); retail of souvenir and items for aviation
services; to place both domestic and overseas advertisements on its own media and the agency of advertising business of its branches;
ticketing services; warehousing services; corporate management consulting; investment management and asset management; design,
production, agency advertising; sales of art pieces, cosmetics, hygiene products, clothing, footwear and bags, cultural items,
computers, software and auxiliary equipment, electronic products, household appliances, and jewelry; automobile rental (excluding
passenger vehicles with more than 9 seats);
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5.
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100% equity interests in China United Airlines are held
by the Company;
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6.
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Financial position of the most recent year and period:
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Unit: RMB
As of
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31 December 2016
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30 September 2017
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Total assets
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8,220,418,527.16
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9,308,717,282.37
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Net assets
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2,414,724,431.4
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3,104,017,812.90
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Total liabilities
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5,805,694,095.76
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6,204,699,469.47
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Current liabilities
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3,004,743,382.11
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2,089,635,756.43
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For the period from
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January to December 2016
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January to September 2017
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Revenue
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4,234,791,359.27
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3,914,146,574.19
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Net profit
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468,010,800.96
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691,022,694.00
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(II)
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Shanghai Eastern Flight Training Co., Ltd.
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1.
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Registered address: No. 518, Fasai Road, Free Trade Zone,
Shanghai, the People’s Republic of China;
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2.
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Legal representative: Shi Fukang;
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3.
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Registered capital: RMB693.80 million;
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4.
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Business scope: provision of training for pilots and
other flight-related crew, import and export of cargo and technology, leasing of self-owned properties as well as maintenance
and research and development of aviation equipment, consultation of aviation industry knowhow (other than training), development
and sales of computer software and conference services;
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5.
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100% equity interests in Shanghai Flight Training are
held by the Company;
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6.
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Financial position of the most recent year and period:
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Unit: RMB
As of
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31 December 2016
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30 September 2017
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Total assets
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1,961,860,139.48
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1,853,463,467.30
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Net assets
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1,020,800,468.28
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1,120,274,010.41
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Total liabilities
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941,059,671.20
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733,189,456.89
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Current liabilities
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766,156,488.40
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594,081,734.73
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For the period from
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January to December 2016
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January to September 2017
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Revenue
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673,375,751.06
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355,895,642.52
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Net profit
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251,758,104.00
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99,473,542.13
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(III)
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Eastern Business Airlines Service Co., Ltd.
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1.
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Registered address: Room 716, Zone A, 7/F, No. 1023
Qinghu Road, Qingpu District, Shanghai;
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2.
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Legal representative: Jiang jiang;
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3.
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Registered capital: RMB50 million;
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4.
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Business Scope: general aviation chartered flight,
medical care and rescue, commercial pilot license training, aircraft hosting services, private commercial pilot license training,
maintenance and repair of aircraft and aviation equipment, air agency services, extended business related to air transport agency,
travelling consultation, conference and exhibition service, automobile leasing, import and export of goods and technologies, sale
of art pieces and gifts;
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5.
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100% equity interests in Eastern Business Airlines
Service are held by the Company;
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6.
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Financial position of the most recent year and period:
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Unit: RMB
As of
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31 December 2016
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30 September 2017
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Total assets
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109,172,471.95
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98,690,576.08
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Net assets
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58,518,892.19
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45,354,812.33
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Total liabilities
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50,653,579.76
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53,335,763.75
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Current liabilities
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50,653,579.76
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53,335,763.75
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For the period from
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January to December 2016
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January to September 2017
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Revenue
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255,962,069.10
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178,833,749.28
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Net profit
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2,920,563.83
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–13,164,079.86
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(IV)
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China Eastern Airlines Technology Co., Ltd.
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1.
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Registered address: No. 277, Kong Gang San Road, Hongqiao
Airport, Changning District, Shanghai;
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2.
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Legal representative: Feng Liang;
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3.
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Registered capital: RMB4,300 million;
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4.
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Business scope: Maintenance and repair of aircraft/airframe,
power devices, and aircraft components other than complete engine/propeller, as well as special-purpose operations; training on
civil aviation aircraft and training on repairing of civil aviation aircraft components; engineering services, aviation parts
supply chain management, and consultation, agency and investment business related to maintenance of aircrafts;
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5.
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100% equity interests in Eastern Technology are held by
the Company;
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6.
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Financial position of the most recent year and period:
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Unit: RMB
As of
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31 December 2016
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30 September 2017
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Total assets
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8,227,535,403.22
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7,329,769,212.83
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Net assets
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4,113,060,591.98
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4,301,097,863.50
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Total liabilities
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4,114,474,811.24
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3,028,671,349.33
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Current liabilities
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3,639,628,147.93
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2,554,640,121.35
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For the period from
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January to December 2016
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January to September 2017
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Revenue
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6,736,784,787.70
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5,324,521,324.03
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Net profit
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154,518,290.12
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188,037,271.52
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(V)
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Shanghai Dongmei Air Travel Co., Ltd.
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1.
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Registered address: 13/F, No. 376 Zhaojiabang Road, Xuhui
District, Shanghai
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2.
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Legal representative: You Qin
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3.
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Registered capital: RMB51,369,026
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4.
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Business Scope: Travel agency, domestic and international
air passenger sales agency, tourism information services, hotel booking, exhibition services, conference services, insurance agency,
international airline cargo transport agency, cargo transport agency, courier services (other than letters and items of similar
nature);
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5.
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100% equity interests in Shanghai Tours are held by the
Company; whereas 100% equity interests in Shanghai Dongmei are held by Shanghai Tours;
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6.
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Financial position of the most recent year and period:
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Unit: RMB
As of
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31 December 2016
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30 September 2017
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Total assets
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91,247,638.62
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69,333,186.30
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Net assets
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50,888,739.65
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46,567,347.36
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Total liabilities
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40,358,898.97
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22,765,838.94
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Current liabilities
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40,358,898.97
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22,765,838.94
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For the period from
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January to December 2016
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January to September 2017
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Revenue
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176,335,157.66
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129,699,499.47
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Net profit
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2,558,032.05
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–4,321,392.29
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III.
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PARTICULARS OF THE GUARANTEE
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Name of
guaranteed
party
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Amount of
guarantee
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Type of
guarantee
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Method of
guarantee
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Term of
guarantee
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Use
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China United
Airlines
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The
aggregate maximum
limit being
RMB
1 billion
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Credit
guarantee
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Joint
liability
guarantee
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Same as
the period of subject
obligations of the
respective guaranteed
parties and shall not
exceed 10 years
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Capital
requirements in daily
operations and transformation
and
development
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Shanghai
Flight
Training
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Eastern Business
Airlines
Service
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Eastern
Technology
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Shanghai
Dongmei
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RMB10 million
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Credit
guarantee
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Joint
liability
guarantee
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Same as
the period of subject
obligations of the
guaranteed party and
shall not
exceed 10 years
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Capital
requirements in daily
operations
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In recent years,
as there has been an expansion in the business scale of the Company’s subsidiaries, transformation of China United Airlines
to be a low-cost airline, and the innovation in asset management approach by Eastern Technology which promoted the transformation
of protective assets to operational assets, the capital expenditure of each of the subsidiaries has increased. Given the Company’s
thorough understanding of the operating status, credit standing and debt repayment capability of its subsidiaries, and recognition
that their financial risk is under control, the guarantee provided by the Company for its subsidiaries would further enhance the
credit standing of its subsidiaries, reduce the finance cost and also secure the facilities required for their production and operation,
reform and transformation to facilitate their sustainable and healthy development, thereby uplifting the overall operating level
of the Company.
In view of the
above, the Board agreed that: the Company shall provide, within the period from the effective date of the resolution to 31 December
2018, guarantee in the total amount of up to RMB1 billion to four wholly-owned subsidiaries namely China United Airlines, Shanghai
Flight Training, Eastern Business Airlines Service, Eastern Technology, or their respective wholly-owned subsidiaries. Where the
subject obligations are denominated in foreign currencies, the amounts shall be translated to Renminbi at the exchange rates prevailing
at the time of provision of the guarantee. The period of guarantee shall be the same as the period of subject obligations of the
respective guaranteed parties and shall not exceed 10 years. It is also agreed that Shanghai Tours shall provide guarantee in the
total amount of RMB10 million to Shanghai Dongmei and the period of guarantee shall be the same as the period of subject obligations
of the respective guaranteed parties and shall not exceed 10 years. The president of the Company shall be authorized to take charge
of the detailed implementation thereof, and the implementation progress shall be reported to the Board.
After prior review,
the independent directors of the Company agreed to the provision of guarantee by the Company for its subsidiaries and to put forward
the relevant resolution to the Board for its consideration and approval. The independent opinions issued by the independent directors
are as follows: the Company’s provision of guarantee for its subsidiaries would be beneficial in enhancing the credit standing
of the guaranteed parties and securing the facilities required for their production and operation to facilitate their sustainable
and healthy development, and be in the interest of the Company and its shareholders as a whole.
The Board’s
consideration of the provision of guarantee for the Company’s subsidiaries has been approved by more than two-thirds of the
directors present in the meeting, in addition to the consent granted by more than half of all directors on board. The voting procedures
of the meeting complied with laws and regulations, the articles of association of the Company and rules for procedures of meeting
of the Board.
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V.
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AGGREGATE AMOUNT OF ALL EXTERNAL GUARANTEES AND OVERDUE
GUARANTEES
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As of 22 December
2017, the aggregate amount of external guarantees granted by the Company and its majority-controlled subsidiaries comprised US$16.3378
million, SGD500 million (provides guarantee for the issuance of SGD-denominated bonds) and RMB4 billion (provides guarantee for
subsidiaries’ loans) , respectively, or approximately RMB6.557 billion in aggregate, all of which are guaranteed by the Company
in favour of its wholly-owned subsidiaries. Such amounts in aggregate represent 15.48% of the audited net assets of the Company
as at 31 December 2016. No overdue guarantee existed in the Company.
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By
order of the Board
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CHINA
EASTERN AIRLINES CORPORATION LIMITED
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Wang Jian
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Company Secretary
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Shanghai,
the People’s Republic of China
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22
December 2017
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As at the date
of this announcement, the directors of the Company include Liu Shaoyong (Chairman), Ma Xulun (Vice Chairman, President), Li Yangmin
(Director, Vice President), Xu Zhao (Director), Gu Jiadan (Director), Tang Bing (Director, Vice President), Tian Liuwen (Director,
Vice President), Li Ruoshan (Independent non-executive Director), Ma Weihua (Independent non-executive Director), Shao Ruiqing
(Independent non-executive Director) and Cai Hongping (Independent non-executive Director).
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