China Eastern Airlines
Corporation Limited
(Registrant)
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Date |
December 10,
2008
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By
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/s/ Luo Zhuping | |
Name: Luo Zhuping | ||||
Title: Company Secretary |
On
10 December 2008, CEA Holding entered into the A Share Subscription
Agreement with the Company. Pursuant to the A Share Subscription
Agreement, CEA Holding will, at the subscription price of RMB3.6 per
share, subscribe in cash for 652,180,000 new A Shares with a total
subscription price of RMB2,347,848,000.
Simultaneously
with the entering into of the A Share Subscription Agreement, CES Global
entered into the H Share Subscription Agreement with the Company. Pursuant
to the H Share Subscription Agreement, CES Global will, at the
subscription price of RMB1.0 per share, subscribe in cash for
652,180,000 new H Shares with a total subscription price of
RMB652,180,000.
Immediately
after completion of the Subscriptions, CEA Holding will, directly and
indirectly hold in aggregate 4,208,360,000 shares in the Company
(including 3,556,180,000 A Shares and 652,180,000 H Shares), representing
an approximately 68.19% of the enlarged total share capital of the
Company.
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If
any of the Subscriptions is not approved (including but not limited to the
approvals from the shareholders’ meeting, A Share class meeting, H Share
class meeting, or CSRC), the other Subscription will automatically be
terminated. The total proceeds of the Subscriptions will be approximately
RMB3,000,028,000 before deduction of expenses.
Since
CEA Holding is the controlling shareholder, and hence a connected person
of the Company, the issue of new A Shares to CEA Holding pursuant to the A
Share Subscription Agreement constitutes a connected transaction of the
Company under Chapter 14A of the Listing Rules and is subject to
reporting, announcement and independent shareholders’ approval
requirements under that chapter. Further, since CES Global is an
indirectly wholly owned subsidiary of CEA Holding, and hence a connected
person of the Company, the issue of new H Shares to CES Global pursuant to
the H Share Subscription Agreement constitutes a connected transaction of
the Company under Chapter 14A of the Listing Rules and is subject to
reporting, announcement and independent shareholders’ approval
requirements under that chapter. An Independent Board Committee comprising
the independent non-executive Directors of the Company will be formed to
advise the Independent Shareholders on the terms of the Subscriptions. An
independent financial adviser will be appointed to advise the Independent
Board Committee and the Independent Shareholders on the same.
In
accordance with the Company’s articles of association and applicable
Listing Rules, the issue of new A Shares and new H Shares pursuant to the
A Share Subscription Agreement and the H Share Subscription Agreement
respectively is required to be subject to approval of shareholders of the
Company by way of special resolutions and by poll at a general meeting and
separate class meetings. CEA Holding and its associates will abstain from
voting at the general meeting and the class meetings of holders of A
Shares and H Shares (if applicable) convened for approving such
issue.
A
circular containing further details of the Subscriptions as well as other
related matters, together with notices of the various shareholders’
meetings, will be issued by the Company and despatched to its shareholders
in due course.
At
the request of the Company, trading of H Shares of the Company on the
Stock Exchange was suspended with effect from 9:30 a.m. on 27 November
2008 pending the release of this announcement. The Company has made an
application to the Stock Exchange for the resumption of trading of H
Shares on the Stock Exchange with effect from 9:30 a.m. on 11 December
2008.
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(1)
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obtaining
the approvals by the shareholders of the Company by way of special
resolutions at a general meeting and class meetings for the issue of new A
Shares and new H Shares pursuant to the A Share Subscription Agreement and
the H Share Subscription Agreement respectively and for the adoption of
the revised articles of association of the
Company;
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(2)
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in
accordance with the《上市公司收購管理辦法》(Administrative
Measures in relation to the Acquisition of the Listed Companies) or
related regulations, obtaining the waiver by the shareholders of the
Company at a general meeting in relation to the requirement of a general
offer by CEA Holding;
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(3)
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obtaining
the waiver from CSRC in relation to the requirement of a general offer by
CEA Holding; and
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(4)
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obtaining
all necessary consents, approvals or authorisations from the governmental
authorities or other third parties for the Subscriptions, including but
not limited to the approval from
CSRC.
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(1)
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if
the above conditions have not been satisfied within 270 days from the
signing of the A Share Subscription Agreement;
or
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(2)
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CSRC
has, either in oral or in writing, replied that it will not grant the
approval to the Company for any of the
Subscriptions.
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(1)
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a
premium of approximately 50.9% as compared to the closing price of HK$0.75
per H Share on 26 November 2008, the last trading day prior to the
suspension of trading of H Share on 27 November
2008;
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(2)
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a
premium of approximately 31.5% as compared to the average closing price of
HK$0.86 per H Share for the last 10 consecutive trading days immediately
prior to the suspension of trading of H Share on 27 November 2008;
and
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(3)
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a
premium of approximately 46.2% as compared to the net asset value per
share of the Company as at 30 June 2008 (unaudited as shown in the interim
report 2008 of the Company).
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(1)
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obtaining
the approvals by the shareholders of the Company by way of special
resolutions at a general meeting and class meetings for the issue of new A
Shares and new H Shares pursuant to the A Share Subscription Agreement and
the H Share Subscription Agreement respectively and for the adoption of
the revised articles of association of the
Company;
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(2)
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in
accordance with the 《上市公司收購管理辦法》
(Administrative Measures in relation to the Acquisition of the Listed
Companies) or related regulations, obtaining the waiver by the
shareholders of the Company at a general meeting in relation to the
requirement of a general offer by CEA
Holding;
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(3)
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obtaining
the waiver from CSRC in relation to the requirement of a general offer by
CEA Holding; and
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(4)
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obtaining
all necessary consents, approvals or authorisations from the governmental
authorities or other third parties for the Subscriptions, including but
not limited to the approval from
CSRC.
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(1)
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if
the above conditions have not been satisfied within 270 days from the
signing of the H Share Subscription Agreement;
or
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(2)
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CSRC
has, either in oral or in writing, replied that it will not grant the
approval to the Company for any of the
Subscriptions.
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Shareholders
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Prior
to the Subscriptions
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Immediately
after
the
Subscriptions
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Number
of
shares
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%
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Number
of
shares
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%
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CEA
Holding
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2,904,000,000
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59.67
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3,556,180,000
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57.62
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CES
Global
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–
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–
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652,180,000
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10.57
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Public
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1,962,950,000
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40.33
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1,962,950,000
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31.81
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–
A Shares
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396,000,000
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8.14
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396,000,000
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6.42
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–
H Shares
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1,566,950,000
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32.19
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1,566,950,000
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25.39
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Total
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4,866,950,000
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100
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6,171,310,000
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100
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“A
Shares”
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means
the ordinary shares issued by the Company, with a RMB denominated par
value of RMB1.0 each, which are subscribed for and paid up in RMB and are
listed on the Shanghai Stock Exchange;
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“A
Share Subscription”
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means
the subscription of new A Shares by CEA Holding pursuant to the A Share
Subscription Agreement;
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“A
Share Subscription
Agreement”
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means
the subscription agreement entered into between CEA Holding and the
Company on 10 December 2008, under which, CEA Holding agrees to subscribe
for, and the Company agrees to issue, 652,180,000 new A Shares at the
subscription price of RMB3.6 per share;
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“associates”
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has
the meaning ascribed thereto under the Listing Rules;
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“Board”
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means
the board of directors of the
Company;
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“Business
Day”
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means
a day (excluding Saturday and Sunday) on which the banks are generally
open for business in the PRC;
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“CEA
Holding”
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means
中國東方航空集團公司
(China Eastern Air Holding Company), a wholly PRC state-owned enterprise
and the controlling shareholder of the Company holding approximately
59.67% of its issued share capital as at the date of this
announcement;
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“CES
Global”
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means
東航國際控股(香港)有限公司 (CES
Global Holdings (Hong Kong) Limited), a company incorporated under the
laws of Hong Kong, and an indirectly wholly owned subsidiary of CEA
Holding;
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“Company”
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means
中國東方航空股份有限公司 (China
Eastern Airlines Corporation Limited), a joint stock limited company
incorporated in the PRC with limited liability, whose H Shares, A Shares
and American depositary shares are listed on the Stock Exchange, the
Shanghai Stock Exchange and the New York Stock Exchange, Inc.,
respectively;
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“connected
person”
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has
the meaning ascribed thereto under the Listing Rules;
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“controlling
shareholder”
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has
the meaning ascribed thereto under the Listing Rules;
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“CSRC”
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means
the China Securities Regulatory Commission;
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“Directors”
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means
the directors of the Company;
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“Fixed
Price Period”
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means
for the 20 trading days ending on the date immediately preceding 11
December 2008;
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“Hong
Kong”
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means
the Hong Kong Special Administrative Region of the PRC;
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“H
Shares”
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means
the ordinary shares issued by the Company, with a RMB denominated par
value of RMB1.0 each, which are subscribed for and paid up in a currency
other than RMB and are listed on the Stock Exchange;
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“H
Share Subscription”
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means
the subscription of new H Shares by CES Global pursuant to the H Share
Subscription Agreement;
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“H
Share Subscription
Agreement”
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means
the subscription agreement entered into between CES Global and the Company
on 10 December 2008, under which, CES Global agrees to subscribe for, and
the Company agrees to issue, 652,180,000 new H Shares at the subscription
price of RMB1.0 per share;
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“Independent
Board
Committee”
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means
the independent board committee of the Company to be formed to advise the
Independent Shareholders in relation to the
Subscriptions;
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“Independent
Shareholders”
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means
the shareholders of the Company, other than CEA Holding and its
associates;
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“HK$”
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means
Hong Kong dollars, the lawful currency of Hong Kong;
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“Listing
Rules”
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means
the Rules Governing the Listing of Securities on The Stock Exchange of
Hong Kong Limited;
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“PRC”
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means
the People’s Republic of China;
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“RMB”
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means
Renminbi, the lawful currency of the PRC;
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“Stock
Exchange”
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means
The Stock Exchange of Hong Kong Limited;
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“Subscriptions”
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means
the A Share Subscription and the H Share Subscription, and “Subscription”
refers to each of them;
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“trading
day”
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with
respect to A Shares, means a day on which the Shanghai Stock Exchange is
open for dealing or trading in securities; and with respect to H Shares,
means a day on which the Stock Exchange is open for dealing or trading in
securities; and
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“%”
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per
cent.
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Li
Fenghua
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(Chairman,
Non-executive Director)
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Li
Jun
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(Vice
Chairman, Non-executive Director)
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Luo
Chaogeng
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(Non-executive
Director)
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Cao
Jianxiong
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(President,
Executive Director)
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Luo
Zhuping
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(Executive
Director)
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Hu
Honggao
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(Independent
non-executive Director)
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Peter
Lok
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(Independent
non-executive Director)
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Wu
Baiwang
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(Independent
non-executive Director)
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Zhou
Ruijin
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(Independent
non-executive Director)
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Xie
Rong
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(Independent
non-executive Director)
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