TIDMAIRC
RNS Number : 1076F
Air China Ld
25 July 2016
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 ON ADJUSTMENT TO ISSUE PRICE AND NUMBER OF SHARES
TO BE ISSUED OF THE NON-PUBLIC A SHARE ISSUE FOLLOWING
IMPLEMENTATION OF THE PROFIT DISTRIBUTION PROPOSAL FOR 2015
Reference is made to the announcements of Air China Limited (the
"Company") dated 28 July 2015, 13 December 2015, and 26 January
2016, and the circular of the Company dated 4 January 2016 (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 Non-public A Share Issue was considered and approved by the
Shareholders at the EGM of the Company held on 26 January 2016. As
disclosed in the Circular, if any ex-right or ex-dividend event,
such as entitlement distribution, capitalisation issue, or
conversion of capital surplus into share capital, occurs during the
period from the Pricing Benchmark Date to the date of issuance of
the new A Shares, the Issue Price and the number of A Shares to be
issued shall be adjusted accordingly.
The profit distribution proposal of the Company for the year
2015 was considered and approved by the Shareholders at the annual
general meeting of the Company on 25 May 2016, pursuant to which
the Company would distribute a cash dividend of approximately
RMB1,400 million, or RMB0.10700 per share (including tax) based on
the total number of 13,084,751,004 shares of the Company (the "2015
Final Dividends"). The Company made an announcement regarding the
payment of the 2015 Final Dividends on 21 June 2016. The 2015 Final
Dividends were distributed on 30 June 2016. As a result of the
distribution of the 2015 Final Dividends, the Issue Price and the
number of A Shares to be issued under the Non-public A Share Issue
are adjusted as follows:
I. ADJUSTMENT TO THE ISSUE PRICE
As stated in the Circular, the Issue Price of the new A Shares
represents 90% of the average trading price of the A Shares during
the 20 trading days preceding the Pricing Benchmark Date. If any
ex-right or ex-dividend event, such as entitlement distribution,
capitalisation issue, or conversion of capital surplus into share
capital, occurs during the period from the Pricing Benchmark Date
to the date of issuance of the new A Shares, the Issue Price shall
be adjusted accordingly.
Accordingly, upon the completion of the distribution of the 2015
Final Dividends, the Issue Price is adjusted from no less than
RMB7.89 per share to no less than RMB7.79 per share. Based on the
following formula: Issue Price after adjustment = (Issue Price
before adjustment - dividend per share), the adjusted Issue Price
is RMB7.79 per share (i.e., RMB7.89 per share - RMB0.10700 per
share).
II. ADJUSTMENT TO THE NUMBER OF SHARES TO BE ISSUED
As stated in the Circular, up to 1,520,912,547 shares will be
issued under the Non-public A Share Issue, which may be adjusted as
a result of any adjustment to the Issue Price.
Accordingly, based on the above adjustment to the Issue Price,
the number of A Shares to be issued under the Non-public A Share
Issue is adjusted to up to 1,540,436,456 shares, which number
equals to the total proceeds raised from the Non-public A Share
Issue divided by the Issue Price after adjustment (i.e., RMB12,000
million/RMB7.79 per share).
As a result of the adjustment of the Issue Price from no less
than RMB7.89 per share to no less than RMB7.79 per share, the
number of A Shares to be subscribed by China National Aviation
Holding Company ("CNAHC"), the controlling shareholder of the
Company, under the Non- public A Share Issue is adjusted from up to
506,970,849 shares to up to 513,478,818 shares. CNAHC will commit
no more than RMB4,000 million to subscribe for up to 513,478,818
shares to be issued under the Non-public A Share Issue.
Save for the above adjustments, there are no other changes to
the Non-public A Share Issue.
By order of the Board
Air China Limited
Rao Xinyu Tam Shuit Mui
Joint Company Secretaries
Beijing, the PRC, 22 July 2016
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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