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24 Nov 2010 17:30
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.
AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 00753)
ANNOUNCEMENT
COMPLETION OF SUBSCRIPTION OF A SHARES
Reference is made to the announcement of Air China Limited (the "Company") dated 12 March
2010, in relation to the issuance of new A Shares and new H Shares under specific mandates and the circular dated 15 March 2010 (the "Circular"). Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the Circular.
IMPORTANT NOTE:
The Company is pleased to announce the following results of the A Share Issue:
1. Number of shares issued and issue price
Type of shares: | RMB ordinary shares (A Shares) |
Number of shares issued: | 483,592,400 A Shares |
Issue price: | RMB11.58 per Share |
Total proceeds: | RMB5,599,999,992 |
Net proceeds: | RMB5,536,436,399.73 |
2. Number of shares subscribed and lock-up period
No. | Placee | Number of shares subscribed | Subscription amount | Lock-up period |
(shares) | (RMB) | (months) | ||
1 | CNAHC | 129,533,679 | 1,500,000,002.82 | 36 |
2 | China National Aviation Fuel Group Corporation | 86,300,000 | 999,354,000.00 | 12 |
3 | New China Life Insurance Co., Ltd | 65,600,000 | 759,648,000.00 | 12 |
4 | PICC Asset Management Company Limited | 56,158,721 | 650,317,989.18 | 12 |
5 | Youngor Group Co., Ltd. | 50,000,000 | 579,000,000.00 | 12 |
6 | Guo Hua Life Insurance Co., Ltd | 48,000,000 | 555,840,000.00 | 12 |
7 | Guo Dian Capital Holding Co., Ltd | 48,000,000 | 555,840,000.00 | 12 |
Total | 483,592,400 | 5,599,999,992.00 | - |
Among the placees above, CNAHC is the Controlling Shareholder of the Company. After the A Share Issue, CNAHC will hold directly and indirectly 6,477,935,166 Shares, representing 50.87% of the total issued share capital of the Company, and CNAHC will remain the Controlling Shareholder of the Company. All the other placees are independent of the Company within the meaning of the Listing Rules.
3. Expected listing date
On 12 November 2010, the procedures for registration of the non-public issued new A Shares with the Shanghai Branch of China Securities Depository & Clearing Co. Ltd. (中國證券登記結算有限責任公司) were completed. The shares subscribed by CNAHC are subject to a lockup period of 36 months from the completion date of the issue and are expected to be listed on 12 November 2013. Those shares subscribed by other investors are subject to a lockup period of 12 months from the completion date of the issue and are expected to be listed on 14 November 2011 (extended to the next trading day 14 November 2011 as 12 November 2011 is a Saturday).
4. Transfer of Assets
The issued Shares were subscribed by placees in cash and did not involve any transfer of assets.
5. Changes in the top ten Shareholders of the Company before and after the A Share Issue
(1) Top ten Shareholders of the Company before the A Share Issue
Top ten Shareholders of the Company before the A Share Issue (as at 3 November 2010, being the day prior to the date of the issue)
No. | Name of Shareholder | Number of Shares held | Percentage of Shareholding | Type |
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1 | CNAHC | 4,949,066,567 | 40.40% | A Shares (not subject to trading moratorium) |
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2 | Cathay Pacific | 2,360,945,455 | 19.27% | H Shares (not subject to trading moratorium) |
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3 | HKSCC NOMINEES LIMITED | 1,950,858,684 | 15.92% | H Shares (not subject to trading moratorium) |
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| Note 1 |
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4 | CNACG | 1,399,334,920 | 11.42% | Note 2 |
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5 | Sinotrans Air Transportation Development Co., Ltd | 78,000,000 | 0.64% | A Shares (not subject to trading moratorium) |
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6 | Bank of China - Dacheng Blue Chip Steady Securities Investment Fund | 29,000,000 | 0.24% | A Shares (not subject to trading moratorium) |
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7 | The Industrial and Commercial Bank of China - Boshi Selective Shares Securities Investment Fund | 25,999,781 | 0.21% | A Shares (not subject to trading moratorium) |
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8 | The Industrial and Commercial Bank of China - Huitianfu Universal Balanced Growth Stock Investment Fund | 25,599,874 | 0.21% | A Shares (not subject to trading moratorium) |
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9 | Agricultural Bank of China - Changshengtongde Subject Growth Stock Investment Fund | 25,062,954 | 0.20% | A Shares (not subject to trading moratorium) |
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10 | Bank of Communication | 24,299,806 | 0.20% | A Shares (not subject to trading moratorium) |
| - Rongtong Industry Prosperous Securities Investment Fund |
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Note 1: HKSCC NOMINEES LIMITED is a subsidiary of Hong Kong Exchanges and Clearing Limited and its main business is acting as nominee for other corporate shareholders or individual shareholders. The 1,950,858,684 H Shares it held in the Company did not include the 66,852,000 H Shares which HKSCC NOMINEES LIMITED held as nominee for CNACG.
Note 2: CNACG held 1,399,334,920 Shares, among which, 1,332,482,920 Shares were A Shares not subject to trading moratorium and 66,852,000 Shares were H Shares not subject to trading moratorium.
(2) Top ten Shareholders of the Company after the A Share Issue
As at 12 November 2010, the top ten Shareholders of the Company upon completion of registration of the new A Shares issued pursuant to the A Share Issue were as follows:
No. | Name of Shareholder | Number of | Percentage of | Type |
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| Shares held | Shareholding |
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1 | CNAHC | 5,078,600,246 | 39.88% | Note 1 |
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2 | Cathay Pacific | 2,360,945,455 | 18.54% | H Shares (not subject to trading moratorium) |
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3 | HKSCC NOMINEES LIMITED | 1,950,932,684 | 15.32% | H Shares (not subject to trading moratorium) |
| Note 2 |
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4 | CNACG | 1,399,334,920 | 10.99% | Note 3 |
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5 | China National Aviation Fuel Group Corporation | 86,300,000 | 0.68% | A Shares (subject to trading moratorium) |
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6 | Sinotrans Air Transportation Development Co., Ltd | 75,800,000 | 0.60% | A Shares (not subject to trading moratorium) |
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7 | New China Life Insurance Co., Ltd | 65,600,000 | 0.52% | A Shares (subject to trading moratorium) |
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8 | Youngor Group Co., Ltd | 50,000,000 | 0.39% | A Shares (subject to trading moratorium) |
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9 | Guo Dian Capital Holding Co., Ltd | 48,000,000 | 0.38% | A Shares (subject to trading moratorium) |
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10 | Guo Hua Life Insurance Co., Ltd | 48,000,000 | 0.38% | A Shares (subject to trading moratorium) |
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Note 1: CNAHC has undertaken not to transfer the subscribed 129,533,679 Shares within 36 months from the completion date of the issue. Such Shares are A Shares subject to trading moratorium, and the remaining 4,949,066,567 Shares are A Shares not subject to trading moratorium.
Note 2: The 1,950,932,684 H Shares held by HKSCC NOMINEES LIMITED in the Company did not include the 66,852,000 Shares which HKSCC NOMINEES LIMITED held as nominee for CNACG.
Note 3: CNACG held 1,399,334,920 Shares, among which, 1,332,482,920 Shares were A Shares not subject to trading moratorium and 66,852,000 Shares were H Shares not subject to trading moratorium.
The issue did not result in the change in the control of the Company.
6. Intermediaries
Sponsor (lead underwriter): CITIC Securities Co., Ltd.
By order of the Board
Air China Limited
Huang Bin Tam Shuit Mui
Joint Company Secretaries
Beijing, the PRC, 24 November 2010
As at the date of this announcement, the Directors of the Company are Mr. Kong Dong, Ms. Wang Yinxiang, Mr. Cao Jianxiong, Mr. Sun Yude, Mr. Christopher Dale Pratt, Mr. Ian Sai Cheung Shiu, Mr. Cai Jianjiang, Mr. Fan Cheng, Mr. Jia Kang*, Mr. Fu Yang*, Mr. Han Fangming* and Mr. Li Shuang*.
* Independent non-executive Director of the Company
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