Report of Foreign Issuer (6-k)
April 29 2016 - 6:14AM
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 April
2016
Commission File Number:
001-14550
China Eastern
Airlines Corporation Limited
______________________________
(Translation
of Registrant’s name into English)
Board Secretariat’s
Office
Kong Gang San Lu,
Number 88
Shanghai, China 200335
______________________________
(Address of principal
executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of
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:
April 28, 2016
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By:
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/s/ Wang Jian
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Name: Wang Jian
Title: 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.
OVERSEAS
REGULATORY ANNOUNCEMENT
ANNOUNCEMENT ON THE
PROVISION
OF GUARANTEE FOR EASTERN AIR OVERSEAS
(HONG KONG) CORPORATION LIMITED
This 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 warrant that the information set out in this announcement is true, accurate and complete and does not contain any false information, misleading statements or material omissions.
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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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Eastern Air Overseas
(Hong Kong)
Corporation Limited
(“
Eastern Air Overseas
”)
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The maximum
limit being
RMB24 billion
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RMB11.5 billion (RMB5.5 billion represents the guarantee provided by the Company for two issuances of offshore RMB bonds by Eastern Air Overseas, and RMB6.0 billion represents the guarantee provided by the Company for the “Free Trade Zone” loans granted by Industrial and Commercial Bank of China Limited (“
ICBC
”) and Agricultural Bank of China Limited (“
Agricultural Bank
”) to Eastern Air Overseas)
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No
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China Eastern Airlines Corporation Limited
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Aggregate amount of overdue external guarantee: nil
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Pursuant to the Rules Governing the Listing of Stocks
on Shanghai Stock Exchange, the provision of guarantee shall be submitted to the forthcoming general meeting of the Company for
consideration as the debt ratio of Eastern Air Overseas is over 70%.
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The provision of guarantee by the Company in favour of
Eastern Air Overseas helps the latter to engage in financing offshore at lower cost, to enhance its financing capacity and helps
satisfy the constantly growing capital needs of the Company, which is in the interests of the Company and all of its shareholders
as a whole.
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1.
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HISTORY OF THE GUARANTEE
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As
a wholly-owned subsidiary of the Company, Eastern Air Overseas serves as the Company’s offshore financing and investment
platform. At the 2015 first extraordinary general meeting of the Company held on 15 January 2015, the Company considered and approved
the “Resolution on the Provision of Guarantee by the Company in favour of Eastern Air Overseas (Hong Kong) Corporation Limited”.
It was agreed that the maximum limit of the balance of the guarantee provided by the Company to Eastern Air Overseas shall be
increased from RMB8 billion to RMB12 billion. The term of the guarantee is the same as those of the bonds, loans and trade financing
etc. of Eastern Air Overseas, and will not exceed a maximum term of 10 years. For details, please refer to the announcement published
by the Company in China Securities Journal and Shanghai Securities News and on the website of the Shanghai Stock Exchange on 16
January 2015.
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2.
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OVERVIEW OF THE GUARANTEE
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As of 31
March 2016, the outstanding balance of the offshore bonds issued by Eastern Air Overseas amounted to RMB5.5 billion (which is guaranteed
by the Company). In order to facilitate the optimization of the Company’s debt structure, Eastern Air Overseas obtained from
ICBC and Agricultural Bank a “Free Trade Zone” loan in the sum of RMB6.0 billion (which is guaranteed by the Company)
for a half-year term at a real interest rate of 3.045%. The Company saved approximately RMB39 million in financing cost as a result
(using the 30% decrease in the domestic lending rate for the same period as the basis for comparison).
In order
to fully utilize Eastern Air Overseas as an offshore financing platform, expand the Company’s RMB financing channels, satisfy
the constantly growing capital needs of the Company, facilitate the optimization of the Company’s debt structure and further
reduce the Company’s overall financing cost, the Company intends to increase the guarantee limit in favour of Eastern Air
Overseas and suggests an increase of the maximum limit of the guarantee balance up to the sum of RMB24 billion.
On 28
April 2016, as considered and approved at the 2016 third regular meeting of the board of directors (the “
Board
”)
of the Company, the Board resolved to propose the resolution to increase the guarantee limit provided by the Company in favour
of Eastern Air Overseas from RMB12 billion to RMB24 billion for consideration and approval at the general meeting of the Company.
The term of the guarantee is the same as those of the bonds, loans and trade financing etc. of Eastern Air Overseas, all of which
will not exceed a maximum term of 10 years. It is also resolved that the Company will propose the provision of guarantee in favour
of Eastern Air Overseas for consideration at the general meeting and propose to authorize the Board and to further authorize the
chairman and/or vice chairman of the Company to decide on and sign the relevant legal agreement(s) in respect of any specific transaction
which falls within the maximum limit of the guarantee balance of RMB24 billion.
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3.
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BASIC INFORMATION OF THE GUARANTEED PARTY
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1.
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Registered address: 22/F., Jubilee Centre, 18 Fenwick
Street, Wanchai, Hong Kong;
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2.
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Legal representative: Mr. Wu Yongliang (吳永良);
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3.
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Scope of business: import and export trading, investment,
consulting services and air passenger and cargo agency services;
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4.
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Registered capital: HK$280 million;
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As of 31
March 2016, the outstanding balance of the offshore bonds issued by Eastern Air Overseas amounted to RMB5.5 billion (which is guaranteed
by the Company). In order to facilitate the optimization of the Company’s debt structure, Eastern Air Overseas obtained from
ICBC and Agricultural Bank a “Free Trade Zone” loan in the sum of RMB6.0 billion (which is guaranteed by the Company)
for a half-year term at a real interest rate of 3.045%. The Company saved approximately RMB39 million in financing cost as a result
(using the 30% decrease in the domestic lending rate for the same period as the basis for comparison).
As of
31 December 2015, Eastern Air Overseas had total assets of RMB9.014 billion, net assets of RMB316 million and an asset to liability
ratio of 96.49%.
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4.
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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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Eastern Air Overseas
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The maximum limit being RMB24 billion
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Credit guarantee
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Joint liability guarantee
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Up to ten years
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Financing and operation support
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5.
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OPINION OF THE BOARD OF DIRECTORS
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In recent
years, the Company has experienced on-going development in its business scale and fleet size, which caused an increase in its capital
expenditure. The provision of guarantee by the Company in favour of Eastern Air Overseas will help Eastern Air Overseas obtain
offshore financing at lower cost, fully utilize Eastern Air Overseas’s function as a financing platform, continue to expand
the Company’s RMB financing channels, further optimize the Company’s debt structure and satisfy the constantly growing
capital needs of the Company.
The independent
non-executive directors of the Company consider that the Company will be able to strictly comply with the relevant laws and regulations
and the provisions of the Company’s Articles of Association, prudently control risks associated with granting external guarantees,
and safeguard the Company’s assets. The provision of guarantee by the Company in favour of its wholly-owned subsidiary went
through a lawful decision- making process, and was considered and approved by more than two thirds of the directors of the Company
who were present at the meeting of the Board. Eastern Air Overseas is an offshore financing platform of the Company. The provision
of guarantee by the Company in favour of its wholly-owned subsidiary Eastern Air Overseas helps the latter to obtain financing
offshore at lower cost, to enhance its offshore financing capacity and helps satisfy the constantly growing capital needs of the
Company, which is in the interests of the Company and all of its shareholders as a whole.
In view
of the above, the Board resolved to increase the guarantee limit in favour of Eastern Air Overseas by raising the maximum limit
of the guarantee balance from RMB12 billion to RMB24 billion. The Board further resolved to submit the matters relating to the
provision of guarantee in favour of Eastern Air Overseas by the Company for consideration at the forthcoming general meeting of
the Company.
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6.
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AGGREGATE AMOUNT OF ALL EXTERNAL GUARANTEES AND OVERDUE
GUARANTEES
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As of 31
March 2016, the aggregate amount of external guarantees granted by the Company and its majority-controlled subsidiaries comprised
approximately US$24 million, RMB5.5 billion in RMB bonds (i.e. for which the guarantee that the Company granted in favour of Eastern
Air Overseas is still within validity period) and RMB6.0 billion in RMB “Free Trade Zone” loan, respectively, all of
which are guaranteed by the Company in favour of either its wholly-owned subsidiaries or its majority-controlled subsidiaries.
Such amounts in aggregate represent 30.96% of the audited net assets of the Company as at 31 December 2015. The aggregate amount
of overdue guarantee is 0.
By order
of the Board
CHINA
EASTERN AIRLINES CORPORATION LIMITED Wang Jian
Joint
Company Secretary
Shanghai,
the People’s Republic of China
28 April
2016
As
at the date of this announcement, the directors of the Company include Liu Shaoyong (Chairman), Ma Xulun (Vice Chairman, President),
Xu Zhao (Director), Gu Jiadan (Director), Li Yangmin (Director, Vice President), Tang Bing (Director, Vice President), Tian Liuwen
(Director, Vice President), Ji Weidong (Independent non-executive Director), Li Ruoshan (Independent non-executive Director),
Ma Weihua (Independent non-executive Director) and Shao Ruiqing (Independent non-executive Director).
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