东方航空2004年度报告

20-F 1 u99873e20vf.htm CHINA EASTERN AIRLINES CORPORATION LIMITED Table of ContentsSECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549__________________________________ FORM 20-F  REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________ Commission file number 1-14550 (Exact Name of Registrant as Specified in Its Charter) China Eastern Airlines Corporation Limited(Translation of Registrant’s Name Into English) The People’s Republic of China(Jurisdiction of Incorporation or Organization) 2550 Hong Qiao RoadHong Qiao International AirportShanghai 200335The People’s Republic of China(8621) 6268-6268(Address and Telephone Number of Principal Executive Offices) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchangeon Which Registered American Depositary SharesOrdinary H Shares, par value RMB1.00 per share The New York Stock ExchangeThe New York Stock Exchange*________________________ * Not for trading, but only in connection with the registration of American Depositary Shares. The Ordinary HShares are also listed and traded on The Stock Exchange of Hong Kong Limited. Securities registered or to be registered pursuant to Section 12(g) of the Act: None(Title of Class)Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None(Title of Class)Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.As of December 31, 2004, 3,300,000,000 Ordinary Domestic Shares, par value RMB1.00 per share, were issued and outstanding, and 1,566,950,000 Ordinary H Shares par value RMB1.00 per share, were issued and outstanding. H Shares are Ordinary Shares of the Company listed on The Stock Exchange of Hong Kong Limited. Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No  Indicate by check mark which financial statement item the registrant has elected to follow. Item 17  Item 18  TABLE OF CONTENTSChina Eastern Airlines Corporation Limited Page SUPPLEMENTAL INFORMATION AND EXCHANGE RATES 1 CAUTIONARY STATEMENT WITH RESPECT TO FORWARD-LOOKING STATEMENTS 1 GLOSSARY OF TECHNICAL TERMS 3 PART I Item 1. Identity of Directors, Senior Management and Advisers 4 Item 2. Offer Statistics and Expected Timetable 4 Item 3. Key Information 4 Item 4. Information on the Company 11 Item 5. Operating and Financial Review and Prospects 33 Item 6. Directors, Senior Management and Employees 47 Item 7. Major Shareholders and Related Party Transactions 56 Item 8. Financial Information 60 Item 9. The Offer and Listing 61 Item 10. Additional Information 62 Item 11. Quantitative and Qualitative Disclosures About Market Risk 70 Item 12. Description of Securities Other than Equity Securities 71 PART II Item 13. Defaults, Dividend Arrearages and Delinquencies 71 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 71 Item 15. Controls and Procedures 73 Item 16A. Audit Committee Financial Expert 74 Item 16B. Code of Ethics 74 Item 16C. Principal Accountant Fees and Services 74 Item 16D. Exemptions from the Listing Standards for Audit Committees 74 Item 16E. Purchase of Equity Securities by the Issuer and Affiliated Purchasers 75 PART III Item 17. Financial Statements 75 Item 18. Financial Statements 75 Item 19. Exhibits 75 EX-4.9 AIRCRAFT PURCHASE AGREEMENT DATED OCTOBER 9, 2004 BETWEEN OUR COMPANY AND AIRBUS SAS EX-4.10 AMENDMENT NO.9 TO A320 PURCHASE AGREEMENT EX-4.11 ASSETS TRANSFER AGREEMENT DATED MAY 12, 2005 EX-8.1 LIST OF SUBSIDIARIES EX-12.1 CERT OF PRESIDENT PURSUANT TO RULE 13a-14(a) EX-12.2 CERT OF CFO PURSUANT TO RULE 13a-14(a) EX-13.1 CERT OF PRESIDENT PURSUANT TO RULE 13a-14(b) EX-13.2 CERTIFICATION OF CFO PURSUANT TO RULE 13a-14(b) Table of ContentsSUPPLEMENTAL INFORMATION AND EXCHANGE RATES Unless otherwise specified, all references in this annual report to “U.S. dollars”, “dollars” or “US$” are to United States dollars; all references to “HK dollars” or “HK$” are to Hong Kong dollars; all references to “Renminbi” or “RMB” are to Renminbi, the legal tender currency of The People’s Republic of China, or China or the PRC. In thi