COMPLETION OF NON-PUBLIC A SHARE ISSUE

RNS Number : 8751W

Air China Ld

01 February 2013

 



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 NON-PUBLIC A SHARE ISSUE

Reference is made to the announcement of Air China Limited (the "Company") dated 27 April 2012 and 24 July 2012 and the circular of the Company dated 8 May 2012 (the "Circular") 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 Circular.

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: 192,796,331 A Shares

Issue price: RMB5.45 per Share

Total proceeds: RMB1,050,740,003.95

Net proceeds: RMB1,044,449,183.47

2.       Number of shares subscribed and lock-up period

No.	Placee	Number of shares Subscribed	Lock-up period
		(shares)	(months)
1	CNAHC	192,796,331	36

CNAHC is the controlling shareholder of the Company. After the Non-public A Share Issue, CNAHC will hold directly and indirectly 6,982,871,013 Shares, representing 53.37% of the total issued share capital of the Company, and CNAHC will remain the controlling shareholder of the Company.

3.       Expected listing date

On 30 January 2013, 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 lockup period of 36 months from the completion date of the issue and are expected to be listed on 1 February 2016 (extended to the next trading day 1 February 2016 as 30 January 2016 is a Saturday).

4.       Transfer of Assets

The new A Shares were subscribed by CNAHC 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 at 31 December 2012):

No.	Name of Shareholder	Number of Shares held	Percentage of Shareholding	Type
1	CNAHC	5,233,739,762	40.60%	Note 1
2	Cathay Pacific	2,523,011,455	19.57%	H Shares (not subject to  trading moratorium)
3	HKSCC NOMINEES  LIMITED	1,787,784,434	13.87%	H Shares (not subject to  trading moratorium)
4	CNACG	1,556,334,920	12.08%	Note 2
5	China National Aviation  Fuel Group Corporation	86,300,000	0.67%	A Shares (not subject to  trading moratorium)
6	Sinotrans Air  Transportation  Development Co., Ltd.	75,800,000	0.59%	A Shares (not subject to  trading moratorium)
7	New China Life Insurance  Co., Ltd.－dividend－  personal dividend－  018L－FH002 Shanghai	68,378,218	0.53%	A Shares (not subject to  trading moratorium)
8	China Life Insurance Co.,  Ltd.－dividend－  personal dividend－  005L－FH002 Shanghai	50,513,723	0.39%	A Shares (not subject to  trading moratorium)
9	Guo Hua Life Insurance  Co., Ltd.	43,576,065	0.34%	A Shares (not subject to  trading moratorium)
10	PICC Property and Casualty  Co., Ltd.－Traditional  －Ordinary insurance  products－008C－CT001  Shanghai	40,842,706	0.32%	A Shares (not subject to  trading moratorium)

Note 1:     CNAHC held 5,233,739,762 Shares, among which, 5,104,206,083 Shares were A Shares not subject to trading moratorium and 129,533,679 Shares were A Shares subject to trading moratorium.

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 at 30 January 2013, 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	5,426,536,093	41.47%	Note 1
2	Cathay Pacific	2,523,011,455	19.28%	H Shares (not subject to  trading moratorium)
3	HKSCC Nominees Limited	1,787,865,706	13.66%	H Shares (not subject to  trading moratorium)
4	CNACG	1,556,334,920	11.89%	Note 2
5	China National Aviation Fuel  Group Corporation	86,300,000	0.66%	A Shares (not subject to  trading moratorium)
6	Sinotrans Air Transportation  Development Co., Ltd.	75,800,000	0.58%	A Shares (not subject to  trading moratorium)
7	New China Life Insurance  Co., Ltd. - dividend -  personal dividend - 018L  - FH002 Shanghai	68,378,218	0.52%	A Shares (not subject to  trading moratorium)
8	Guo Hua Life Insurance  Co., Ltd.	43,576,065	0.33%	A Shares (not subject to  trading moratorium)
9	Bank of China - Jia Shi Hu  Shen 300 Index Securities  Investment Fund	17,770,240	0.14%	A Shares (not subject to  trading moratorium)
10	China Construction Bank -  SITICO Morgan Burgeon  Avantgarde Equity  Securities Investment  Fund	16,430,247	0.13%	A Shares (not subject to  trading moratorium)

Note 1:     CNAHC has undertaken not to transfer the subscribed 192,796,331 Shares within 36 months from the completion date of the issue. Such Shares are A Shares subject to trading moratorium. Following the completion of the Non-public A Share Issue, CNAHC held 5,426,536,093 Shares, among which, 5,104,206,083 Shares were A Shares not subject to trading moratorium and 322,330,010 Shares were A Shares subject to trading moratorium.

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.

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

Rao Xinyu Tam Shuit Mui

Joint Company Secretaries

Beijing, the PRC, 31 January 2013

As at the date of this announcement, the directors of the Company are Mr. Wang Changshun, 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. Fu Yang*, Mr. Li Shuang*, Mr. Han Fangming* and Mr. Yang Yuzhong*.

*          Independent non-executive Director of the Company

 

END

 

 

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