China Eastern Airlines Corporation Limited | |||
(Registrant) | |||
Date July
2, 2009
|
By:
|
/s/ Luo Zhuping | |
Name: Luo Zhuping | |||
Title: Company Secretary | |||
1.
|
Number of shares issued and
issue price
|
2.
|
Number of shares subscribed,
lock-up period and expected listing
date
|
3.
|
Transfer
of Assets
|
I.
|
Overview
of the Issue
|
(I)
|
Internal
decision-making procedures and the approval documents from CSRC for the
Issue
|
1.
|
Internal
decision-making procedures for the
Issue
|
|
(1)
|
On
10 December 2008, the 16th ordinary meeting of the 5th session of the
board of directors of the Company was held, at which the resolutions in
respect of the non-public issue of A shares (hereinafter referred to as
the “Non-public Issue of A Shares” or the “Issue”) to CEA Holding, the
controlling shareholder of the Company, and the additional issue of H
shares (hereinafter referred to as the “Additional Issue of H Shares”) to
CES Global Holdings (Hong Kong) Limited (“CES Global”), an overseas
wholly-owned subsidiary of CEA Holding, which, in aggregate, raised
approximately RMB3 billion, were considered and passed.
|
|
(2)
|
On
29 December 2008, the 18th ordinary meeting of the 5th session Board of
the Company was held, at which the relevant revised resolutions in respect
of the Non-public Issue of A Shares and the Additional Issue of H Shares
were considered and passed, by which the total proceeds were increased to
approximately RMB7 billion.
|
|
(3)
|
On
26 February 2009, the second EGM and the class meetings of holders of A
Shares and H Shares of the Company were held, at which the resolutions in
respect of the Non-public Issue of A Shares and the Additional Issue of H
Shares were considered and passed.
|
|
2.
|
The
Approval Procedures of China Securities Regulatory Commission for the
Issue
|
|
(1)
|
On
13 May 2009, the application for the Non-public Issue of A Shares was
conditionally approved by the 25th session Public Offering Review
Committee of China Securities Regulatory Commission (the
“CSRC”).
|
|
(2)
|
In
June 2009, CSRC approved the application for non-public issue of
1,437,375,000 A Shares by the CSRC Authorization [2009] No. 487 “The Approval of Non-public
Issue of Shares by China Eastern Airlines Corporation
Limited”(證監許可[2009]487號《關於核准中國東方航空股份有限公司非公開發行股票的批覆》)
|
|
(3)
|
In
June 2009, CSRC waived the obligation of CEA Holding to make an offer for
the shares of the Company by the CSRC Authorization [2009] No. 556 “The Approval of the Waiver of
the Obligation of China Eastern Air Holding Company to make an Offer for
the Shares of China Eastern Airlines Corporation Limited”(證監許可[2009]556號《關於核准豁免中國東方航空集團公司要約收購中國東方航空股份公司股份義務的批覆》).
|
(II)
|
Profile
of the Issue
|
|
1.
|
Method
of issue: non-public issue of shares to specific placee was adopted for
the Issue.
|
|
2.
|
Number
of shares issued: the number of shares issued under the Issue is
1,437,375,000 A Shares.
|
|
3.
|
Type
and nominal value of the shares issued: the shares issued under the Issue
are RMB ordinary shares (A shares) of nominal value of RMB1.00
each.
|
|
4.
|
Issue
price: the issue price of the Issue is RMB3.87 per share.
The
base date for pricing of the Non-public Issue of A Shares was the date on
which the announcement of the board resolutions in respect of the
non-public issue of shares was published, being 30 December 2008. The
issue price is not less than 90% of the average trading prices of the A
shares of the Company for the 20 trading days prior to the base date for
pricing (the average trading price of shares for the 20 trading days prior
to the base date for pricing = total trading value for the 20 trading days
prior to the base date for pricing / total trading volume for the 20
trading days prior to the base date for pricing).The first day of issue of
the Non-public Issue of A Shares is 25 June 2009, the average trading
price of shares for the 20 trading days prior to 25 June 2009 is RMB 5.28
per share. The ratio of the issue price of the Issue to the average
trading price of shares for the 20 trading days prior to the first day of
issue is 73.30%.
|
|
5.
|
Total
Proceeds:
The
total amount of the proceeds from the Issue is RMB5,562,641,250; of which,
the actual net proceeds raised after deducting the issue expenses of
RMB14,877,942.18 is
RMB5,547,763,307.82.
|
|
6.
|
Sponsor:The
Sponsor of the Issue is Citic Securities Co., Ltd.(中信證券股份有限公司)(hereinafter
referred to as “Citic Securities” or the
“Sponsor”)
|
(III)
|
Additional
Issue of H Shares
|
Target
placee:
|
CES
Global
|
Number
of shares issued:
|
The
same number of under the Non-public Issue of A Shares, being 1,437,375,000
H shares
|
Issue
price:
|
RMB
1 per share (price in Hong Kong Dollar is translated at the prevailing
exchange rate on the issue date of the H Shares)
|
Total
proceeds:
|
RMB1,437,375,000
|
(IV)
|
Verification
of Proceeds Raised and Registration of
Shares
|
|
1.
|
On
25 June 2009, Shanghai Zhonghua Huyin Certified Public Accountants
(hereinafter referred to as “Zhonghua Huyin”) deposited
RMB5,562,641,250.00, being the total proceeds of the Issue, to the
exclusive account for the Issue of the Sponsor, Citic Securities, and
accordingly issued the capital verification report Hu Zhong Kuai Yan Zi
(2009) No.3505(滬眾會驗字(2009)第3505號).
|
|
2.
|
On
26 June 2009, Zhonghua Huyin issued the capital verification report Hu
Zhong Kuai Yan Zi (2009) No.3506(滬眾會驗字(2009)第3506號) in respect
of the total amount of the proceeds from the Issue. The total
proceeds from the Issue was RMB 5,562,641,250.00; deducting the issue
expenses of RMB 14,877,942.18, the net proceeds raised was RMB
5,547,763,307.82.
|
|
3.
|
On
1 July 2009, the procedures for registration of the newly issued shares
from the Issue 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.
|
(V)
|
The
Sponsor’s and the Company Lawyer’s Conclusion in relation to the
compliance of the procedures and the subscriber of the non-public
issue
|
|
1.
|
The Sponsor’s and the Company
Lawyer’s Conclusion in relation to the compliance of procedures and the
subscriber of the Issue
The
Sponsor of the Issue, Citic Securities, concluded on the compliance of
procedures of the Issue and by the target of the Issue that: “The issue
procedures of the Issue by CEA and the target placee are in compliance
with the requirements of the relevant laws, rules and regulations, such
as “Company Law”, “Securities Law”, “Measures for the
Administration of Securities Offerings by Listed Companies”, “Measures for
Administration of Issue and Underwriting of Securities” and
“Implementation Rules on Non-public Issue of Shares by Listed Companies”
and the resolutions of the board of directors and general meetings of the
China Eastern Airlines Corporation Limited in respect of the
Issue. The procedures of pricing of the Issue are based on fair
and just principles and the Issue by the CEA is in the interests of the
CEA and its shareholders as a
whole.”
|
|
2.
|
The Lawyer of the Issuer’s
Conclusion in relation to the compliance of procedures and the subscriber
of the Issue
The
Commerce & Finance Law Offices advised that: “The procedures of the
Issue are in compliance with the requirements of the relevant laws,
regulations and regulatory documents, the target of the Issue is qualified
for the subscription; the relevant documents are legal and valid; the
result of the Issue is legal and valid and is in compliance with the
provisions of the relevant rules and regulations such as “Measures for the
Administration of Securities Offerings by Listed Companies” and
“Implementation Rules on Non-public Issue of Shares by Listed
Companies”.”
|
II.
|
Result
of the Issue and Profile of the
Place
|
1.
|
Result
of the Issue
|
|
The
controlling shareholder of the Company, CEA Holding, subscribed for all
the shares of the Issue, being 1,437,375,000 A Shares. The A
Shares acquired by CEA Holding shall not be transferred within 36 months
from the day of completion of the
Issue.
|
2.
|
Profile
of the Target Placee
|
|
(1)
|
Company
name: China Eastern Air Holding Company
|
|
(2)
|
Company
nature: collectively owned by the people
|
|
(3)
|
Domicile:
2550 Hongqiao Road, Shanghai
|
|
(4)
|
Registered
capital: Renminbi Nine Billion Seven Hundred and Seven Million Seven
Hundred and Sixty Four Thousand Eight Hundred and One Dollars and Twenty
Five Cents (RMB9,707,764,801.25)
|
|
(5)
|
Principle
office: 2550, Hongqiao Road, Shanghai
|
|
(6)
|
Legal
representative: Liu Shaoyong
|
|
(7)
|
Principle
business scope: operating all state-owned assets and equities generated
from state investment of the group companies and their investment
enterprises.
|
|
(8)
|
Number
of shares subscribed for and lock-up period: The controlling
shareholder of the Company, CEA Holding, subscribed for all the shares
under the Issue, being 1,437,375,000 A Shares. The A Shares
acquired by CEA Holding shall not be transferred within 36 months from the
day of completion of the Issue.
|
|
(9)
|
Relationship
between target placee and the
Company
|
|
The
following chart illustrated the specific shareholding structure between
CEA and CEA Holding:
|
|
(10)
|
Major
transactions between target placee and its connected parties and the
issuer during last year:
|
|
1)
|
Occasional
connected transactions:
|
|
○
|
On
6 May 2008, the Company entered into an assignment agreement with CEA
Holding in respect of 6.7% equity interest in Eastern Airlines Hotel Co.,
Ltd, pursuant to which the above equity interest was transferred to CEA
Holding at a consideration of RMB
32,972,000.
|
|
○
|
On
15 January 2009, the Company, CEA Holding and Eastern Air Group Finance
Company Limited, a connected party, entered into an entrusted loan
agreement (the “Entrusted Loan Agreement”), pursuant to which CEA Holding
(as the principal) and Eastern Air Group Finance Company Limited (as the
trustee) provided the Company with a loan of RMB5,550,000,000 for a period
of six months, with an interest rate that it is 10% lower than the
benchmark rate offered by commercial banks for the same period as required
by the State.
|
2)
|
Continuing
connected transactions:
|
No.Agreements
|
Transaction
amount in 2008
|
Percentage
of the cost of operation
|
Annual
cap for 2009
|
Annual
cap for 2010
|
|||||
|
|
|
|||||||
1
|
Automobile
Repairing Services Framework Agreement
|
2,359.5
|
0.06%
|
3,500
|
4,200
|
||||
2
|
Financial
Services Framework Agreement
|
Note
1
|
Note
1
|
Note
1
|
Note
1
|
||||
3
|
Airline
Catering Services Framework Agreement
|
37,196
|
0.86%
|
54,039
|
62,149
|
||||
4
|
External
Trading, Import and Export Agency Framework Agreement
|
4,725.7
|
0.11%
|
6,000
|
6,950
|
||||
5
|
Manufacturing
Services and Supply of Facilities Framework Agreement
|
895.8
|
0.02%
|
1,800
|
2,000
|
||||
6
|
Property
Leasing Agreement
|
5,539.9
|
0.13%
|
6,000
|
6,000
|
||||
7
|
Advertising
Agency Framework Agreement
|
359.5
|
0.14%
|
2,350
|
2,600
|
||||
8
|
Airline
Ticket Sales Agency Services Framework Agreement
|
230.6
|
0.09%
|
1,715
|
1,972
|
Transaction
amount in 2008
|
Annual
cap for 2009
|
Annual
cap for 2010
|
|
Deposit
balances
|
120,289.2
|
250,000
|
250,000
|
Outstanding
loans
|
29,518.1
|
250,000
|
250,000
|
Interest
income
|
3,076.6
|
4,050
|
4,275
|
Interest
expense
|
2,226.7
|
19,350
|
20,025
|
(11)
|
The
future transaction arrangements among the target of the Issue, connected
parties and the Company:
The
Company will strictly comply with the articles of association of the
Company, the requirements of the relevant laws and regulations and the
terms of the agreements of the relevant connected transactions, implement
the relevant internal approval and decision procedures and make sufficient
disclosure of information for future possible connected
transactions.
|
III.
|
Changes
of the 10 Largest Shareholders of the Company Before and After the
Issue
|
1.
|
The
10 largest shareholders of the Company before the Issue (as of 31 March
2009):
|
No.
|
Name
of shareholders
|
Number
of shares
held
(shares)
|
Shareholding
(%)
|
Nature
of
shares
held
|
Trading
moratorium
|
1
|
CEA
Holding
|
2,904,000,000
|
59.67%
|
A
shares subject
|
Note
1
|
2
|
HKSCC
NOMINEES
|
1,539,637,139
|
31.63%
|
Overseas
listed
|
–
|
3
|
農業銀行-鵬華動力增長混合型基金(LOF)
|
14,999,910
|
0.31%
|
Listed
A shares
|
–
|
4
|
UBS
AG
|
6,975,447
|
0.14%
|
Listed
A shares
|
–
|
5
|
MORGAN
STANLEY & CO. INTERNATIONAL PLC.
|
5,358,221
|
0.11%
|
Listed
A shares
|
–
|
6
|
交通銀行-普天收益基金
|
5,000,000
|
0.10%
|
Listed
A shares
|
–
|
7
|
交通銀行-鵬華中國50開放式基金
|
4,999,910
|
0.10%
|
Listed
A shares
|
–
|
8
|
中國銀行-嘉實滬紳300指數基金
|
4,247,702
|
0.09%
|
Listed
A shares
|
–
|
9
|
光大證券-光大銀行-光大陽光集合資產管理計劃
|
4,043,665
|
0.08%
|
Listed
A shares
|
–
|
10
|
交通銀行-建信優勢動力股票型基金
|
3,999,898
|
0.08%
|
Listed
A shares
|
–
|
|
2.
|
The
10 largest shareholders of the Company before the Non-public Issue of A
Shares and the Additional Issue of H Shares (as of 1 July
2009):
|
No.
|
Name
of shareholders
|
Number
of shares
held
(shares)
|
Shareholding
(%)
|
Nature
of
shares
held
|
Trading
moratorium
|
1
|
CEA
Holding
|
4,341,375,000
|
56.08%
|
A
shares subject
|
Note
1
|
2
|
CES
Global
|
1,437,375,000
|
18.57%
|
Overseas
listed
|
Note
1
|
foreign
shares subject to moratorium
|
Note
2
|
||||
3
|
HKSCC
NOMINEES
|
1,539,637,139
|
19.89%
|
Overseas
listed
|
–
|
foreign
shares
|
|||||
4
|
農業銀行-鵬華動力增長混合型基金
(LOF)
|
14,999,910
|
0.19%
|
Listed
A shares
|
–
|
5
|
工商銀行-鵬華優質治理股票型基金(LOF)
|
12,625,373
|
0.16%
|
Listed
A shares
|
|
6
|
MORGAN
STANLEY & CO INTERNATIONAL PLC.
|
5,358,221
|
0.07%
|
Listed
A shares
|
–
|
7
|
UBS
AG
|
5,062,447
|
0.07%
|
Listed
A shares
|
–
|
8
|
建設銀行-鵬華價值優勢股票型基金
|
4,999,930
|
0.06%
|
Listed
A shares
|
–
|
9
|
中國銀行-嘉實滬深300指數基金
|
3,928,342
|
0.05%
|
Listed
A shares
|
–
|
10
|
Hu
Yue
|
1,767,260
|
0.02%
|
Listed
A shares
|
–
|
IV.
|
Changes of the Structure of the
Share Capital of the Company Before and After the
Issue
The
changes of the structure of the share capital of the Company after the
Non-public Issue of A Shares are set out
below:
|
Unit:
shares
|
Before
the change
|
Number
of A Shares
|
Change
of After the change
|
Tradable
shares with trading moratorium (A Shares)
|
2,904,000,000
|
1,437,375,000
|
4,341,375,000
|
Tradable
shares without trading moratorium (A Shares)
|
396,000,000
|
–
|
396,000,000
|
H
Shares
|
3,004,325,000
|
–
|
3,004,325,000
|
Total
shares
|
6,304,325,000
|
1,437,375,000
|
7,741,700,000
|
V.
|
Management
Discussion and Analysis
|
1.
|
Effect of the Issue on the
financial conditions
Currently,
the main business of the Company is airline services, from which the
profit of the Company is mainly derived. It is our future strategy to
further enhance and expand our business in the industry. The proceeds of
this Non-public Issue will be used as working capital of the Company. Once
the proceeds are received, the gearing ratio of the Company will be
reduced and the scale of the net assets be increased, thus strengthening
its risk resistance capacity and mitigating the pressure resulting from
the tension in working capital.
|
2.
|
Effect of the Issue on the
business structure
As
currently the main business of the Company is airline services, from which
the profit of the Company is mainly derived, and the proceeds of this
non-public Issue will be used as working capital of the Company, there
will be no change to the main business of the Company after the completion
of the Issue.
|
3.
|
Effect of the Issue on the
corporate governance
Upon
the completion of Non-public Issue of A Shares and Additional Issue of H
Shares, the shareholding of CEA Holding, the controlling shareholder of
the Company, will be increased from 59.67% to 74.65%. The controlling
shareholder and the beneficial owner of the Company will remain unchanged
as a result of the Issue, and the Issue will further increase the
proportion of the state-owned shares held in the strategic industry by the
PRC.
|
4.
|
Effect of the Issue on the
structure of the senior management
There
will be no change of the structure of the senior management of the Company
as a result of the Issue.
|
5.
|
Effect of the Issue on
connected transactions and competition within the
industry
There
is no material effect of the Issue on connected transactions of the
Company and the competition within the industry and no further connected
transaction and the competition within the industry will arise
therefrom.
|
VI.
|
Intermediaries
Giving Professional Advice for the Non-public Issue of
Shares
|
1.
|
Lead underwriter and
sponsor
Company
name: Citic Securities Co., Ltd.(中信證券股份有限公司)
Legal
representative: Wang Dongming
Registered
address: Level A, China Merchants Bank Tower, No. 7088 Shennan Boulevard,
Shenzhen
Sponsor
representatives: Liu Kebin, Wu Hongri
Project
co-organizor: Yin Xiong
Project
members: Jia Xiaoliang, Deng Shufang, Cong Menglei, Wang Ligang, Sun
Jianhua, Peng Chuanguo, Fu Weiyi
Telephone
number: 010-84588888
Fax
number: 010-84865610
|
2.
|
Lawyer of the
issuer
Company
name: Commerce & Finance Law Offices
Person-in-charge:
Liu Gang
Responsible
persons: Chen Wei, Zou Xiaowen
Office
address: 6th Floor, NCI Tower, A12 Jianguomenwai Avenue, Chaoyang
District, Beijing
Telephone
number: 010-65693399F
ax
number: 010-65693838
|
3.
|
Auditor of the annual report of
the Issuer
Company
name: PricewaterhouseCoopers Zhong Tian CPAs Co. Ltd.
Person-in-charge:
Yang Zhiqin
Responsible
person: Wang Xiao, Yang Xudong
Office
address: 11th Floor, PricewaterhouseCoopers Centre, 202 Hu Bin Road,
Shanghai
Telephone
number: 021-23238888
Fax
number: 021-23238800
|
4.
|
Capital verification
institution
Company
name: Shanghai Zhonghua Certified Public Accountants
Legal
representative: Lin Dongmo
Responsible
person: Zhao Rong, Huang Wei
Office
address: 12th Floor, Ocean Towers, 550 Yan’an Road East, Huangpu District,
Shanghai
Telephone
number: 021-63525500
Fax
number: 021-63525566
|
VII.
|
Documents
for Inspection
|
(I)
|
Documents
for inspection
|
|
1.
|
The
capital verification report issued by the certified public accountants
with relevant qualifications to conduct securities and futures
businesses;
|
|
2.
|
The
written certification on new shares registration and custody issued by
China Securities Depository and Clearing Corporation Limited(中國證券登記結算有限責任公司);
|
|
3.
|
All
application documents for the Issue as approved by
CSRC.
|
(II)
|
Place
for inspection of documents
|
By
order of the Board
|
|
CHINA
EASTERN AIRLINES CORPORATION LIMITED
|
|
Luo
Zhuping
|
|
Director
and Company Secretary
|
Liu
Shaoyong
|
(Chairman)
|
Li
Jun
|
(Vice
Chairman)
|
Ma
Xulun
|
(Director,
President)
|
Luo
Chaogeng
|
(Director)
|
Luo
Zhuping
|
(Director,
Company Secretary)
|
Hu
Honggao
|
(Independent
Non-executive Director)
|
Sandy
Ke-Yaw Liu
|
(Independent
Non-executive Director)
|
Wu
Baiwang
|
(Independent
Non-executive Director)
|
Zhou
Ruijin
|
(Independent
Non-executive Director)
|
Xie
Rong
|
(Independent
Non-executive Director)
|