Last checked at 14 Mar 2017 07:00
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)
COMPLETION OF NON-PUBLIC A SHARE ISSUE
References are made to the announcements of Air China Limited (the "Company") dated 28 July 2015, 11 December 2015, 26 January 2016, 25 May 2016, 22 July 2016, 2 December 2016 and 23 January 2017 and the circulars of the Company dated 5 January 2016, 10 May 2016 and 5 December 2016 (together, the "Circulars") in relation to the Non-public A Share Issue. Unless otherwise indicated, capitalised terms used in this announcement shall have the same meanings as those defined in the Circulars.
The Company is pleased to announce the following results of the Non-public A Share Issue:
1. NUMBER OF SHARES ISSUED AND ISSUE PRICE
Type of shares:: RMB ordinary shares (A Shares)
Number of shares issued:: 1,440,064,181 A Shares
Issue price:: RMB7.79 per Share
Total proceeds:: RMB11,218,099,969.99
Net proceeds:: RMB11,200,418,471.06
2. NUMBER OF SHARES SUBSCRIBED AND LOCK-UP PERIOD
No. | Placee(s) | Number of shares subscribed (shares) | Lock-up period (months) |
1 | CNAHC | 513,478,818 | 36 |
2 | China Structural Reform Fund Co., Ltd.(中國國有企業結構調整基金股份有限公司) | 231,065,468 | 12 |
3 | Zhongyuan Equity Investment Management Co., Ltd.(中原股權投資管理有限公司) | 256,739,409 | 12 |
4 | China National Aviation Fuel Group Corporation | 385,109,114 | 12 |
5 | Caitong Fund Management Co., Ltd.(財通基金管理有限公司) | 15,147,625 | 12 |
6 | CIB Asset Management Co., Ltd.(興業財富資產管理有限公司) | 12,849,807 | 12 |
7 | Horizon Asset Management Co., Ltd.(匯安基金管理有限責任公司) | 12,836,970 | 12 |
8 | E Fund Management Co., Ltd. (易方達基金管理有限 公司) | 12,836,970 | 12 |
* English names of the PRC entities are literal translation of their Chinese names and are included for identification purpose only.
CNAHC is the controlling shareholder of the Company. After the Non-public A Share Issue, CNAHC will hold directly and indirectly 7,508,571,617 Shares, representing 51.70% of the total issued share capital of the Company, and CNAHC will remain the controlling shareholder of the Company.
3. EXPECTED LISTING DATES
On 10 March 2017, the procedures for registration of the 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 new A Shares subscribed for by CNAHC are subject to a lock-up period of 36 months from the completion date of the Non-public A Share Issue and are expected to be listed for trading on 10 March 2020. Those new A Shares subscribed by other investors are subject to a lock-up period of 12 months from the completion date of the Non-public A Share Issue and are expected to be listed for trading on 10 March 2018 (extended to the next trading day 12 March 2018 as 10 March 2018 is a Saturday).
4. TRANSFER OF ASSETS
The new A Shares were subscribed by CNAHC, China Structural Reform Fund Co., Ltd., Zhongyuan Equity Investment Management Co., Ltd., China National Aviation Fuel Group Corporation, Caitong Fund Management Co., Ltd., CIB Asset Management Co., Ltd., Horizon Asset Management Co., Ltd. and E Fund Management Co., Ltd. in cash and did not involve any transfer of assets.
5. CHANGES IN THE TOP TEN SHAREHOLDERS OF THE COMPANY BEFORE AND AFTER THE NON-PUBLIC A SHARE ISSUE
(1) Top ten Shareholders of the Company before the Non-public A Share Issue
Top ten Shareholders of the Company before the Non-public A Share Issue (as of 28 February 2017):
No. | Name of Shareholder | Number of Shares held | Percentage of Shareholding | Type |
1 | CNAHC | 5,438,757,879 | 41.57% | A Shares (not subject to trading moratorium) |
2 | Cathay Pacific | 2,633,725,455 | 20.13% | H Shares (not subject to trading moratorium) |
3 | HKSCC NOMINEES LIMITED | 1,683,174,520 | 12.86% | Note 1H Shares (not subject to trading moratorium) |
4 | CNACG | 1,556,334,920 | 11.89% | Note 2 |
5 | China Securities Finance Corporation Limited | 222,817,266 | 1.70% | A Shares (not subject to trading moratorium) |
6 | China National Aviation Fuel Group Corporation | 86,300,000 | 0.66% | A Shares (not subject to trading moratorium) |
7 | Sinotrans Air Transportation Development Co., Ltd. | 75,800,000 | 0.58% | A Shares (not subject to trading moratorium) |
8 | National Social Security Fund 118 | 51,445,819 | 0.39% | A Shares (not subject to trading moratorium) |
9 | China Merchants Securities Co., Ltd. | 38,070,273 | 0.29% | A Shares (not subject to trading moratorium) |
10 | Jiang Hongye | 23,000,000 | 0.18% | A Shares (not subject to trading moratorium) |
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 1,683,174,520 H Shares it held in the Company did not include the 166,852,000 H Shares which HKSCC Nominees Limited held as nominee for CNACG.
Note 2: CNACG held 1,556,334,920 Shares, among which, 1,332,482,920 Shares were A Shares not subject to trading moratorium and 223,852,000 Shares were H Shares not subject to trading moratorium.
(2) Top ten Shareholders of the Company after the Non-public A Share Issue
As of 10 March 2017 (being the share registration date of the Non-public A Share Issue), based on the information available to the Company, the top ten Shareholders of the Company upon completion of registration of the new A Shares issued pursuant to the Non- public A Share Issue were as follows:
No. | Name of Shareholder | Number of Shares held | Percentage of Shareholding | Type |
1 | CNAHC | 5,952,236,697 | 40.98% | Note 1 |
2 | Cathay Pacific | 2,633,725,455 | 18.13% | H Shares (not subject to trading moratorium) |
3 | HKSCC NOMINEES LIMITED | 1,683,174,520 | 11.59% | Note 2H Shares (not subject to trading moratorium) |
4 | CNACG | 1,556,334,920 | 10.72% | Note 3 |
5 | China National Aviation Fuel Group Corporation | 471,409,114 | 3.25% | Note 4 |
6 | Zhongyuan Equity Investment Management Co., Ltd. | 262,573,089 | 1.81% | Note 5 |
7 | China Structural Reform Fund Co., Ltd. | 231,065,468 | 1.59% | Note 6 |
8 | China Securities Finance Corporation Limited | 225,111,948 | 1.55% | A Shares (not subject to trading moratorium) |
9 | Sinotrans Air Transportation Development Co., Ltd. | 75,800,000 | 0.52% | A Shares (not subject to trading moratorium) |
10 | National Social Security Fund 118 | 46,445,819 | 0.32% | A Shares (not subject to trading moratorium) |
Note 1: CNAHC has undertaken not to transfer the subscribed 513,478,818 Shares within 36 months from the completion date of the Non-public A Share Issue. Such Shares are A Shares subject to trading moratorium. Following the completion of the Non-public A Share Issue, CNAHC held 5,952,236,697 Shares, among which, 5,438,757,879 Shares were A Shares not subject to trading moratorium and 513,478,818 Shares were A Shares subject to trading moratorium.
Note 2: 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 1,683,174,520 H Shares it held in the Company did not include the 166,852,000 H Shares which HKSCC Nominees Limited held as nominee for CNACG.
Note 3: CNACG held 1,556,334,920 Shares, among which, 1,332,482,920 Shares were A Shares not subject to trading moratorium and 223,852,000 Shares were H Shares not subject to trading moratorium.
Note 4: China National Aviation Fuel Group Corporation has undertaken not to transfer the subscribed 385,109,114 Shares within 12 months from the completion date of the Non-public A Share Issue. Such Shares are A Shares subject to trading moratorium. Following the completion of the Non-public A Share Issue, China National Aviation Fuel Group Corporation held 471,409,114 Shares, among which, 86,300,000 Shares were A Shares not subject to trading moratorium and 385,109,114 Shares were A Shares subject to trading moratorium.
Note 5: Zhongyuan Equity Investment Management Co., Ltd. has undertaken not to transfer the subscribed 256,739,409 Shares within 12 months from the completion date of the Non-public A Share Issue. Such Shares are A Shares subject to trading moratorium. Following the completion of the Non-public A Share Issue, Zhongyuan Equity Investment Management Co., Ltd. held 262,573,089 Shares, among which, 5,833,680 Shares were A Shares not subject to trading moratorium and 256,739,409 Shares were A Shares subject to trading moratorium.
Note 6: China Structural Reform Fund Co., Ltd. has undertaken not to transfer the subscribed 231,065,468 Shares within 12 months from the completion date of the Non-public A Share Issue. Such Shares are A Shares subject to trading moratorium. Following the completion of the Non-public A Share Issue, China Structural Reform Fund Co., Ltd. held 231,065,468 Shares which were A Shares subject to trading moratorium.
The Non-public A Share Issue did not result in the change in the control of the Company.
6. INTERMEDIARIES
Sponsor (lead underwriter): | CSC Financial Co., Ltd. |
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Joint lead underwriters: | CSC Financial Co., Ltd. and CITIC Securities Co., Ltd. |
By order of the Board
Air China Limited
Rao Xinyu Tam Shuit Mui
Joint Company Secretaries
Beijing, the PRC, 13 March 2017
As at the date of this announcement, the directors of the Company are Mr. Cai Jianjiang, Mr. Song Zhiyong, Mr. Cao Jianxiong, Mr. Feng Gang, Mr. John Robert Slosar, Mr. Ian Sai Cheung Shiu, Mr. Pan Xiaojiang*, Mr. Simon To Chi Keung*, Mr. Stanley Hui Hon-chung* and Mr. Li Dajin*.
* Independent non-executive director of the Company