TIDMAIRC
RNS Number : 3690Z
Air China Ld
14 March 2017
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
Number of shares
subscribed Lock-up period
No. Placee(s) (shares) (months)
1 CNAHC 513,478,818 36
2 China Structural Reform Fund Co., Ltd. 231,065,468 12
( )
Zhongyuan Equity Investment Management
Co., Ltd.
3 ( ) 256,739,409 12
China National Aviation Fuel Group
4 Corporation 385,109,114 12
5 Caitong Fund Management Co., Ltd. 15,147,625 12
( )
6 CIB Asset Management Co., Ltd. 12,849,807 12
( )
7 Horizon Asset Management Co., Ltd. 12,836,970 12
( )
8 E Fund Management Co., Ltd. ( ) 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. ( ) 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):
Number of Shares Percentage of
No. Name of Shareholder held Shareholding Type
A Shares (not subject
1 CNAHC 5,438,757,879 41.57% to trading moratorium)
H Shares (not subject
2 Cathay Pacific 2,633,725,455 20.13% to trading moratorium)
Note 1
H Shares (not subject
3 HKSCC NOMINEES LIMITED 1,683,174,520 12.86% to trading moratorium)
4 CNACG 1,556,334,920 11.89% Note 2
China Securities
Finance Corporation A Shares (not subject
5 Limited 222,817,266 1.70% to trading moratorium)
China National Aviation A Shares (not subject
6 Fuel Group Corporation 86,300,000 0.66% to trading moratorium)
Sinotrans Air Transportation
Development Co., A Shares (not subject
7 Ltd. 75,800,000 0.58% to trading moratorium)
National Social Security A Shares (not subject
8 Fund 118 51,445,819 0.39% to trading moratorium)
China Merchants Securities A Shares (not subject
9 Co., Ltd. 38,070,273 0.29% to trading moratorium)
A Shares (not subject
10 Jiang Hongye 23,000,000 0.18% 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:
Number of Percentage
No. Name of Shareholder Shares held of Shareholding Type
1 CNAHC 5,952,236,697 40.98% Note 1
H Shares (not subject
2 Cathay Pacific 2,633,725,455 18.13% to trading moratorium)
Note 2
H Shares (not
subject to trading
3 HKSCC NOMINEES LIMITED 1,683,174,520 11.59% moratorium)
4 CNACG 1,556,334,920 10.72% Note 3
China National Aviation
5 Fuel Group Corporation 471,409,114 3.25% Note 4
Zhongyuan Equity Investment
6 Management Co., Ltd. 262,573,089 1.81% Note 5
China Structural Reform
7 Fund Co., Ltd. 231,065,468 1.59% Note 6
China Securities Finance A Shares (not subject
8 Corporation Limited 225,111,948 1.55% to trading moratorium)
Sinotrans Air Transportation A Shares (not subject
9 Development Co., Ltd. 75,800,000 0.52% to trading moratorium)
National Social Security A Shares (not subject
10 Fund 118 46,445,819 0.32% 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.
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
This information is provided by RNS
The company news service from the London Stock Exchange
END
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