REG - Air China Ld - Announcements and Notices-[Connected Transaction]
13/12/2024 07:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20241213:nRSM0203Qa&default-theme=true
RNS Number : 0203Q Air China Ld 13 December 2024
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.
中國國際航空股份有限公司
AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's Republic of China
with limited liability)
(Stock Code: 00753)
COMPLETION OF THE ISSUANCE OF A SHARES TO SPECIFIC INVESTOR AND AMENDMENTS TO
THE ARTICLES OF ASSOCIATION
References are made to (i) the announcements of Air China Limited (the
"Company") dated 22 December 2023, 9 January 2024, 26 January 2024, 21 October
2024 and 12 November 2024; and (ii) the circular of the Company dated 9
January 2024 (the "Circular") in relation to, among other things, the Issuance
of A Shares to Specific Investor. Unless otherwise specified herein,
capitalised terms used in this announcement shall have the same meanings as
those defined in the Circular.
The Company is pleased to announce the following results of the Issuance of A
Shares to Specific Investor:
1. NUMBER OF SHARES ISSUED AND ISSUE PRICE
Type of shares: RMB ordinary shares (A Shares)
Number of shares issued: 854,700,854 Shares
Issue price: RMB7.02 per Share
Total proceeds: RMB5,999,999,995.08
Net proceeds: RMB5,995,841,631.45
2. NUMBER OF SHARES SUBSCRIBED BY THE SUBSCRIBER AND LOCK-UP
PERIOD
The subscriber under the Issuance of A Shares to Specific Investor is CNAHC,
which subscribed for all of the A Shares of the Company issued under the
issuance in cash.
CNAHC undertakes that the subscribed Shares shall not be transferred by any
means within 36 months from the completion date of the Issuance of A Shares to
Specific Investor. CNAHC agrees that, if the CSRC and the stock exchanges
where the Company's Shares are listed provide otherwise, adjustments will be
made in accordance with the relevant regulations and the actual situation of
the Company. In the event that the Company issues bonus shares or converts
capital reserve into share capital, etc., leading to increase in the number of
Shares subscribed by CNAHC, such additional shares shall also be subject to
the above lock-up arrangement.
3. EXPECTED LISTING ARRANGEMENT
The Company has completed the procedures for registration, custody and
restrictions on sale in respect of the Issuance of A Shares to Specific
Investor with the Shanghai Branch of China Securities Depository and Clearing
Corporation Limited on 10 December 2024. The shares issued under the Issuance
of A Shares to Specific Investor will be listed for trading on the Shanghai
Stock Exchange commencing from the next trading day upon the expiry of the
lock-up period (if it falls on a statutory holiday or a rest day, then it
shall be postponed to the first trading day thereafter).
4. TRANSFER OF ASSETS
The shares issued under the issuance were all subscribed in cash and did not
involve any transfer of assets.
5. CHANGES IN THE TOP TEN SHAREHOLDERS OF THE COMPANY BEFORE AND AFTER THE ISSUANCE
(1). Top Ten Shareholders of the Company before the Issuance
The shareholdings of the top ten Shareholders of the Company before the
Issuance of A Shares to Specific Investor (as of 30 September 2024) were as
follows:
Number of shares held subject to selling
restrictions
Nature of shareholder Shareholding percentage Number of shares held
No. Name of shareholder
(%) (share) (share)
1 China National Aviation Holding Corporation Limited State-owned legal person 39.57 6,566,761,847 0
2 Cathay Pacific Airways Limited Foreign legal person 15.87 2,633,725,455 0
3 China National Aviation Corporation (Group) Limited Foreign legal person 11.75 1,949,262,228 392,927,308
Number of shares held subject to selling
restrictions
Nature of shareholder Shareholding percentage Number of shares held
No. Name of shareholder
(%) (share) (share)
4 HKSCC NOMINEES LIMITED Foreign legal person 10.18 1,689,397,335 0
5 China Securities Finance Corporation Limited Other 1.88 311,302,365 0
6 China National Aviation Fuel Group Corporation State-owned legal person 1.44 238,524,158 0
7 Hong Kong Securities Clearing Company Limited Foreign legal person 1.41 234,543,256 0
8 Industrial and Commercial Bank of China Limited - Huatai-PineBridge CSI 300 Other 0.53 88,419,202 0
Exchange-traded Open-end Index Securities Investment Fund
(中國工商銀行股份有限公司－華泰柏瑞滬深300交易型開放式指數
證券投資基金)
9 Huatai Premium Commingled No. 5 Pension Product - Bank of China Other 0.48 78,900,000 0
Limited (華泰優逸五號混合型養老
金產品－中國銀行股份有限公司)
10 China Structural Reform Fund Co., Ltd. (中國國有企業結構調整基金 State-owned legal person 0.40 67,039,106 0
股份有限公司)
Notes:
1. HKSCC NOMINEES LIMITED is a subsidiary of Hong Kong Stock
Exchange and its principal business is acting as nominee for and on behalf of
other corporate shareholders or individual shareholders. The 1,689,397,335 H
Shares held by it in the Company do not include the 166,852,000 shares held by
it as nominee of CNACG.
2. According to the "Implementation Measures on Partial Transfer
of State-owned Shares to the National Social Security Fund in the Domestic
Securities Market" (Cai Qi 2009 No.
94) 《(
境內證券市場轉持部分國有股充實全國社會保障基金實施辦法》(財企 2009 94號))
and the Notice ( 2009 No. 63) jointly issued by the Ministry of Finance, the
SASAC of the State Council, China Securities Regulatory Commission and the
National Council for Social Security Fund, 127,445,536 and 36,454,464 shares
held by CNAHC, the controlling shareholder of the Company, and CNACG, a
wholly-owned subsidiary of CNAHC, respectively are frozen at present. Save for
the aforesaid circumstances, no shares have been pledged or frozen for the top
ten Shareholders of the Company.
3. On 17 July 2024, 614,525,150 A Shares of the Company held by
CNAHC from the non- public issuance were released from lock-up.
(2). Top Ten Shareholders of the Company after the Issuance
The shareholdings of the top ten Shareholders of the Company upon completion
of registration of the shares issued pursuant to the Issuance of A Shares to
Specific Investor as of 10 December 2024 are as follows:
Number of shares held subject to selling
restrictions
Nature of shareholder Shareholding percentage Number of shares held
No. Name of shareholder
(%) (share) (share)
1 China National Aviation Holding Corporation Limited State-owned legal person 42.53 7,421,462,701 854,700,854
2 Cathay Pacific Airways Limited Foreign legal person 15.09 2,633,725,455 0
3 China National Aviation Corporation (Group) Limited Foreign legal person 11.17 1,949,262,228 392,927,308
4 HKSCC NOMINEES LIMITED Foreign legal person 9.68 1,689,529,335 0
5 China Securities Finance Corporation Limited Other 1.78 311,302,365 0
6 Hong Kong Securities Clearing Company Limited Foreign legal person 1.77 309,221,749 0
Number of shares held subject to selling
restrictions
Nature of shareholder Shareholding percentage Number of shares held
No. Name of shareholder
(%) (share) (share)
7 China National Aviation Fuel Group Corporation State-owned legal person 1.37 238,524,158 0
8 Industrial and Commercial Bank of China Limited - Huatai-PineBridge CSI 300 Other 0.48 83,263,969 0
Exchange-traded Open-end Index Securities Investment Fund
(中國工商銀行股份有限公司－華
泰柏瑞滬深300交易型開放式指數
證券投資基金)
9 China Construction Bank Co., Ltd. - E Fund CSI 300 Trading Open- Other 0.33 57,029,703 0
ended Index Initiated Securities Investment Fund
(中國建設銀行股份有限公司－易方達滬深300交易型開放式指數發起式證券投資基
金)
10 China Structural Reform Fund Co., Ltd. (中國國有企業結構調整基金 State-owned legal person 0.32 55,579,006 0
股份有限公司)
Notes:
1. HKSCC NOMINEES LIMITED is a subsidiary of Hong Kong Stock
Exchange and its principal business is acting as nominee for and on behalf of
other corporate shareholders or individual shareholders. The 1,689,397,335 H
Shares held by it in the Company do not include the 166,852,000 shares held by
it as nominee of CNACG.
2. According to the "Implementation Measures on Partial Transfer
of State-owned Shares to the National Social Security Fund in the Domestic
Securities Market" (Cai Qi 2009 No.
94) 《(
境內證券市場轉持部分國有股充實全國社會保障基金實施辦法》(財企 2009 94號))
and the Notice ( 2009 No. 63) jointly issued by the Ministry of Finance, the
SASAC of the State Council, China Securities Regulatory Commission and the
National Council for Social Security Fund, 127,445,536 and 36,454,464 shares
held by CNAHC, the controlling shareholder of the Company, and CNACG, a
wholly-owned subsidiary of CNAHC, respectively are frozen at present. Save for
the aforesaid circumstances, no shares have been pledged or frozen for the top
ten Shareholders of the Company.
3. On 17 July 2024, 614,525,150 A Shares of the Company held by
CNAHC from the non- public issuance were released from lock-up.
(3) Effect of the Issuance on the Control of the Company
The issuance did not result in any change of control of the Company. Upon
completion of the issuance, CNAHC holds, directly and indirectly,
9,370,724,929 Shares in aggregate or 53.71% of the Company, and remains the
controlling shareholder of the Company, among which, CNAHC holds 7,421,462,701
A Shares directly, and 1,332,482,920 A Shares and 616,779,308 H Shares through
its subsidiary, CNACG.
6. STATEMENT OF CHANGE IN SHAREHOLDING STRUCTURE OF THE COMPANY BEFORE AND AFTER THE ISSUANCE
Before the issuance After the issuance
Number of Percentage of Number of Percentage of
Type of Shares Shares Shares Shares Shares
(shares) (%) (shares) (%)
Tradable shares not subject to selling restrictions
16,200,792,838 97.63 16,200,792,838 92.85
Of which: A Shares 11,638,109,474 70.14 11,638,109,474 66.70
H Shares 4,562,683,364 27.50 4,562,683,364 26.15
Tradable shares subject to selling restrictions
392,927,308 2.37 1,247,628,162 7.15
Of which: A Shares 0 0.00 854,700,854 4.90
H Shares 392,927,308 2.37 392,927,308 2.25
Total share capital 16,593,720,146 100.00 17,448,421,000 100.00
7. AMENDMENTS TO THE ARTICLES OF ASSOCIATION
As the total share capital and the registered capital of the Company are
changed into 17,448,421,000 Shares and RMB17,448,421,000 respectively
following the completion of the Issuance of A Shares to Specific Investor, the
Company has made corresponding amendments to relevant articles in the Articles
of Association, the details of which are as follows:
Original Articles of the Articles of Association Amended Articles of the Articles of Association
Article 20 As approved by the competence authorities, the changes in the share Article 20 As approved by the competence authorities, the changes in the share
capital of the Company were as follows: capital of the Company were as follows:
The Company shall issue additional 2,933,210,909 ordinary shares after its The Company shall issue additional 2,933,210,909 ordinary shares after its
incorporation, and the promoters of the Company shall sell 293,321,091 incorporation, and the promoters of the Company shall sell 293,321,091
ordinary shares, all of which are H Shares. ordinary shares, all of which are H Shares.
Upon completion of the offering of the H Shares set forth above, the Company Upon completion of the offering of the H Shares set forth above, the Company
has issued 1,639,000,000 A shares in 2006. has issued 1,639,000,000 A shares in 2006.
Upon the completion of the issuance of A shares, the Company has issued Upon the completion of the issuance of A shares, the Company has issued
1,179,151,364 H Shares to Cathay Pacific Airways Limited, a shareholder of the 1,179,151,364 H Shares to Cathay Pacific Airways Limited, a shareholder of the
Company, in 2006. Company, in 2006.
Upon the completion of the said additional issuance of H Shares, the Company Upon the completion of the said additional issuance of H Shares, the Company
has issued 483,592,400 new A Shares on a non-public issue basis and has issued 483,592,400 new A Shares on a non-public issue basis and
157,000,000 new H Shares to China National Aviation Corporation (Group) 157,000,000 new H Shares to China National Aviation Corporation (Group)
Limited, a shareholder of the Company, on a non-public issue basis in the year Limited, a shareholder of the Company, on a non-public issue basis in the year
of 2010. of 2010.
Upon the completion of the aforesaid non-public Upon the completion of the aforesaid non-public
issue of A Shares and H Shares, the Company has issued 192,796,331 new A issue of A Shares and H Shares, the Company has issued 192,796,331 new A
Shares to China Shares to China
Original Articles of the Articles of Association Amended Articles of the Articles of Association
National Aviation Holding Corporation Limited, a shareholder of the Company, National Aviation Holding Corporation Limited, a shareholder of the Company,
on a non-public issue basis in the year of 2013. on a non-public issue basis in the year of 2013.
Upon the completion of the aforesaid non-public issue of A Shares, the Company Upon the completion of the aforesaid non-public issue of A Shares, the Company
has issued 1,440,064,181 A Shares on a non-public issue basis in the year of has issued 1,440,064,181 A Shares on a non-public issue basis in the year of
2017. 2017.
Upon the completion of the aforesaid non-public issue of A Shares, the Company Upon the completion of the aforesaid non-public issue of A Shares, the Company
has issued 1,675,977,653 A Shares on a non-public issuance basis in the year has issued 1,675,977,653 A Shares on a non-public issuance basis in the year
of 2023. of 2023.
Upon the completion of the aforesaid non-public issue of A Shares, the Company Upon the completion of the aforesaid non-public issue of A Shares, the Company
has issued 392,927,308 H Shares to specific investor in the year of 2024. has issued 392,927,308 H Shares to specific investor in the year of 2024.
The present share capital structure of the Company is as follows: the Company Upon the completion of the aforesaid issuance of H shares to specific
has a total of 16,593,720,146 ordinary shares in issue, of which investor, the Company has issued 854,700,854 A Shares to specific investor in
11,638,109,474 shares are held by holders of A Shares, representing the year of 2024.
approximately 70.14% of the Company's total share capital, and 4,955,610,672
shares are held by holders of H Shares, representing approximately 29.86% of
the Company's total share capital.
The present share capital structure of the Company is as follows: the Company
has a total of 17,448,421,000 ordinary shares in issue, of which
12,492,810,328 shares are held by holders of A Shares, representing
approximately 71.60%of the Company's total share capital, and 4,955,610,672
shares are held by holders of H Shares, representing approximately 28.40%of
the
Company's total share capital.
Article 21 The registered capital Company is RMB16,593,720,146. of the Article 21 The registered capital Company is RMB17,448,421,000. of the
Save for the amendments above, other articles in the Articles of Association
remain unchanged.
At the EGM held on 26 January 2024, the Shareholders considered and approved
the resolution in relation to the authorization by the general meeting to the
Board and its authorized person(s) to proceed with relevant matters in respect
of the issuance of Shares to specific investors by the
Company in their sole discretion. As the aforesaid amendments to the Articles
of Association are within the scope of the above authorization, such
amendments are not required to be submitted to the general meeting for
consideration.
By order of the Board
Air China Limited
Xiao Feng Huen Ho Yin
Joint Company Secretaries
Beijing, the PRC, 12 December 2024
As at the date of this announcement, the directors of the Company are Mr. Ma
Chongxian, Mr. Wang Mingyuan, Mr. Cui Xiaofeng, Mr. Patrick Healy, Mr. Xiao
Peng, Mr. He Yun*, Mr. Xu Junxin* and Ms. Winnie Tam Wan-chi*.
* Independent non-executive director of the Company
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END STRUOONRSAUUARARecent news on Air China
See all newsREG - Air China Ld - FIRST QUARTERLY REPORT OF 2025
AnnouncementREG - Air China Ld - Letter to Non-Registered Shareholders
AnnouncementREG - Air China Ld - Letter to Registered Shareholders
AnnouncementREG - Air China Ld - 2024 Sustainability & ESG Report
AnnouncementREG - Air China Ld - ANNUAL REPORT 2024
Announcement