The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no reprentation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
This announcement appears for information purpos only and does not constitute an invitation or offer to acquire, purcha or subscribe for curities of China Eastern Airlines Corporation Limited.
(A joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock code: 670)
(1) ADJUSTMENT TO THE TERMS
OF THE CONNECTED TRANSACTIONS
柏联温泉
SUBSCRIPTIONS OF NEW A SHARES AND NEW H SHARES
UNDER SPECIFIC MANDATE
BY
CHINA EASTERN AIR HOLDING COMPANY
AND
CES GLOBAL HOLDINGS (HONG KONG) LIMITED
(2) RESUMPTION OF TRADING OF H SHARES打鸡蛋
(3) PROPOSED AMENDMENT OF ARTICLES OF
ASSOCIATION OF THE COMPANY
Financial Advir
Independent Financial Advir
Reference is made to the announcements published by the Company dated 10 December 2008 in relation to the Original Subscriptions and on 24 December 2008 in relation to possible material adjustments to the Original Subscriptions.
The Directors are plead to announce that such adjustments to the Original Subscriptions have mat
erialized. On 29 December 2008, CEA Holding entered into the Revid A Share Subscription Agreement with the Company and CES Global entered into the Revid H Share Subscription Agreement with the Company respectively and the Original A Share Subscription Agreement and the Original H Share Subscription Agreement were cancelled accordingly.
Pursuant to the Revid A Share Subscription Agreement, CEA Holding will, at the subscription price of RMB3.87 per share, subscribe in cash for 1,437,375,000 new A Shares with a total subscription price of RMB5,562,641,250.
Pursuant to the Revid H Share Subscription Agreement, CES Global will, at the subscription price of RMB1.00 per share, subscribe in cash for 1,437,375,000 new H Shares with a total subscription price of RMB 1,437,375,000.
Immediately after completion of the Subscriptions, CEA Holding will, directly and indirectly hold in aggregate 5,778,750,000 shares in the Company (including 4,341,375,000 A Shares and 1,437,375,000 H Shares), reprenting an approximately 74.64% of the enlarged total share capital of the Company.
If any of the Subscriptions is not approved (including but not limited to the approvals from the shareh
olders’ 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 RMB7,000,016,250 before deduction of expens.
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 Revid 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 Revid 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. The Independent Board Committee comprising the independent non-executive Directors of the Company has been formed to advi the Independent Shareholders on the terms of the Subscriptions. ING, an independent financial advir has been appointed to advi 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 Revid A Share Subscription Agreement and the Revid 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 parate 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.
萌主页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 cour.
At the request of the Company, trading of H Shares on the Stock Exchange was suspended with effect from 9: on 29 December 2008 pending the relea 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: on 30 December 2008.
INTRODUCTION
Reference is made to the announcements published by the Company dated 10 December 2008 in relation to the Original Subscriptions and on 24 December 2008 in relation to possible material adjustments to the Original Subscriptions.
The Directors are plead to announce that such adjustments to the Original Subscriptions have materialized. On 29 December 2008, CEA Holding entered into the Revid A Share Subscription Agreement with the Company and CES Global entered into the Revid H Share Subscription Agreement with the Company respectively and the Original A Share Subscription Agreement and the Original H Share Subscription Agreement were cancelled accordingly.
Pursuant to the Revid A Share Subscription Agreement, CEA Holding will, at the subscription price of RMB3.87 per share, subscribe in cash for 1,437,375,000 new A Shares with a total subscription price of RMB5,562,641,250. In the Original A Share Subscription Agreement, CEA Holding will, at the subscription price of RMB3.60 per share, subscribe in cash for 652,180,000 new A Shares with a total subscription price of RMB2,347,848,000.
Pursuant to the Revid H Share Subscription Agreement, CES Global will, at the subscription price of RMB1.00 per share, subscribe in cash for 1,437,375,000 new H Shares with a total subscription p
rice of RMB1,437,375,000. In the Original H Share Subscription Agreement, CES Global will, at the subscription price of RMB1.00 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 5,778,750,000 shares in the Company (including 4,341,375,000 A Shares and 1,437,375,000 H Shares), reprenting an approximately 74.64% of the enlarged total share capital of the Company.
If any of the Subscriptions is not approved (including but not limited to the approvals from the shareholders, A Share class meeting, H Share class meeting, or CSRC), the other Subscription will automatically be terminated.
Completion of the A Share Subscription and completion of the H Share Subscription are not expected to take place on the same day. The Company has been advid by its PRC legal advir that the Subscriptions and the completion thereof, which will ultimately require approval from the CSRC, are in compliance with applicable PRC laws and regulations.
REVISED A SHARE SUBSCRIPTION AGREEMENT
Number of new A Shares subscribed for
CEA Holding will subscribe for 1,437,375,000 new A Shares. Such new A Shares reprent approximately 29.53% of the existing issued share capital of the Company as at the date of this announcement. Immediately after completion of the Subscriptions, CEA Holding will hold in aggregate 4,341,375,000 A Shares, reprenting 56.08% of the enlarged total share capital of the Company.
Subscription price
RMB3.87 per A Share. The subscription price of RMB5,562,641,250 will, pursuant to the terms of the Revid A Share Subscription Agreement, be payable in cash to the special savings account as designated by the Company within 5 Business Days after the Revid A Share Subscription Agreement has come into effect, or such other date as the parties may agree. The subscription price for the A Share Subscription was agreed after arm’s length negotiations between the parties.
The subscription price for the A Share Subscription is determined by reference to the average trading price of A Shares during the Fixed Price Period, which reprents not less than 90% to such average trading price of A Shares. The average trading price of A Shares during the Fixed Price Peri
od is the total turnover of A Shares for the Fixed Price Period divided by the total trading volume of A Shares during the Fixed Price Period.
Commencement and termination of the Revid A Share Subscription Agreement
The Revid A Share Subscription Agreement will take effect upon the happening of the followings:
(1) 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 Revid A Share Subscription Agreement and the Revid H Share Subscription Agreement respectively and for the adoption of the revid articles of association of the Company;
(2) in accordance with the (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;
(3) obtaining the waiver from CSRC in relation to the requirement of a general offer by CEA
Holding; and
榛蘑怎么做好吃(4) obtaining all necessary connts, approvals or authorisations from the governmental authorities
or other third parties for the Subscriptions, including but not limited to the approval from CSRC.
The Revid A Share Subscription Agreement shall automatically be terminated upon the happening of the followings:
(1) if the above conditions have not been satisfied within 270 days from the signing of the Revid
A Share Subscription Agreement; or
(2) CSRC has, either in oral or in writing, replied that it will not grant the approval to the Company
for any of the Subscriptions.
Lock-up arrangement
劝君更尽一杯酒的下一句Pursuant to the relevant rules of CSRC, CEA Holding has undertaken to the Company that it shall not dispo any of the new A Shares it has subscribed for pursuant to the Revid A Share Subscript
ion Agreement within 36 months from the date of the completion of the Revid A Share Subscription. Except for this lock-up arrangement, there is no restriction on the subquent sale of the new A Shares that CEA Holding has subscribed for pursuant to the A Share Subscription Agreement. REVISED H SHARE SUBSCRIPTION AGREEMENT
Number of new H Shares subscribed for小学语文四年级
投奔读音CES Global will subscribe for 1,437,375,000 new H Shares. Such new H Shares reprent approximately 29.53% of the existing issued share capital of the Company as at the date of this announcement. Immediately after completion of the Subscriptions, CES Global will hold in aggregate 1,437,375,000 H Shares, reprenting 18.57% of the enlarged total share capital of the Company. Application will be made by the Company to the Stock Exchange for the granting of the listing of, and permission to deal in, all the H Shares issued pursuant to the Revid H Share Subscription Agreement.
Subscription price
RMB1.00 per H Share. The subscription price is RMB1,437,375,000 (equivalent to HK$1,629,552,038 as at the date of this announcement). An equivalent amount in HK$ (the exchang
e rate shall be calculated bad on the basic exchange rate of HK$ against RMB as declared by the People’s Bank of China at the date of payment) of such subscription price will be payable in cash to the account of the Company (which shall be designated in writing by the Company at least 5 Business Days prior to the date of payment) within 5 Business Days after the Revid H Share Subscription Agreement has come into effect, or such other date as the parties may agree.
The subscription price for the H Share Subscription is determined by reference to the par value of the H Shares. Such subscription price reprents:
(1) a discount of approximately 12.1% as compared to the closing price of HK$1.29 per H Share
on 24 December 2008, the last trading day prior to the suspension of trading of H Share on 29 December 2008;
(2) a premium of approximately 14.6% as compared to the average closing price of HK$0.989 per
H Share for the last 20 concutive trading days immediately prior to the suspension of trading
of H Share on 29 December 2008;
(3) a premium of approximately 51.2% as compared to the closing price of HK$0.75 per H Share
on 26 November 2008, the last trading day prior to the issue of the announcement in relation to the Original Subscription on 10 December 2008; and
呼兰河传摘抄(4) a premium of approximately 46.2% as compared to the net ast value per share of the Company
as at 30 June 2008 (unaudited as shown in the interim report 2008 of the Company).
The subscription price for the Revid H Share Subscription was agreed after arm’s length negotiations between the parties.
