エア・チャイナ・リミテッド 外国会社臨時報告書
| 提出書類 | 外国会社臨時報告書 |
|---|---|
| 提出日 | |
| 提出者 | エア・チャイナ・リミテッド |
| カテゴリ | 外国会社臨時報告書 |
EDINET提出書類
エア・チャイナ・リミテッド(E05956)
外国会社臨時報告書
【表紙】
【提出書類】 外国会社臨時報告書
【提出先】 関東財務局長
【提出日】 2023 年 6 月 5 日
【会社名】 エア・チャイナ・リミテッド
(中国国際航空股份有限公司 )
（ Air China Limited ）
【代表者の役職氏名】 共同会社秘書役 黃斌
(Huang Bin, Joint Company Secretary)
【本店の所在の場所】 中華人民共和国北京市順義区天柱路 30 号 1 号ビル 1 ～ 9 階 101
(1st Floor – 9th Floor 101, Building 1, 30 Tianzhu Road, Shunyi
District, Beijing, China)
【代理人の氏名又は名称】 弁護士 新 木 伸 一
【代理人の住所又は所在地】 東京都千代田区丸の内二丁目７番２号 ＪＰタワー
長島・大野・常松法律事務所
03-6889-7000
【電話番号】
【事務連絡者氏名】 弁護士 梶 原 颯 一 郎
【連絡場所】 東京都千代田区丸の内二丁目７番２号 ＪＰタワー
長島・大野・常松法律事務所
03-6889-7000
【電話番号】
【縦覧に供する場所】 該当なし
（注） 1 別段の記載がある場合を除き、本書に記載の「 RMB 」は中華人民共和国の法定通貨を指す。本書に
おいて便宜上記載されている日本円への換算は、 l人民元＝ 19.76 円の換算率（ 2023 年 5 月 25 日現在
の中国外貨取引センター（ China Foreign Exchange Trade System ）公表の中心値）に基づき計算
されている。
2 本書中の表で計数が四捨五入されている場合、合計は計数の総和と必ずしも一致しない。
3 本書において「当社」は、文脈上別異に解釈する必要がある場合を除き、エア・チャイナ・リミテッ
ド（中国国際航空股份有限公司）を指す。
(Notes):
1. Unless otherwise provided, all monetary amounts indicated “ RMB ” in this document are amounts in Chinese
Yuan Renminbi. For the convenience of Japanese readers, conversion into Japanese yen has been made at the
exchange rate of RMB 1.00 = 19.76 yen being the mean quotation in the China Foreign Exchange Trade System
on May 25, 2023.
2. Where figures in tables in this document have been rounded ， the totals may not necessarily agree with he
arithmetic sum of the figures.
3. In this document ， unless the context requires otherwise ， “Company” means Air China Limited （中国国際航
空股份有限公司） .
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エア・チャイナ・リミテッド(E05956)
外国会社臨時報告書
１ 【提出理由】
当社は、本邦以外の地域において当社普通株式を発行したため、金融商品取引法第24条の5第4項
および第15項ならびに企業内容等の開示に関する内閣府令第19条第1項および第2項第2号の規定
に基づき、以下のとおり本外国会社臨時報告書を提出する。
２ 【報告内容】
(1) Type and Name of Shares Issued:
RMB ordinary shares (A Shares)
(2) Number of Shares Issued:
1,675,977,653 A Shares in total
(3) Issuing Price per Shares and Amount to be Incorporated in the Share
Capital:
(a) Issuing Price
RMB 8.95 per Share (approx. Yen 176.85)
(b) Amount to be Incorporated in the Share Capital
RMB 1 per Share (Yen 19.76)
(4) Aggregate Amount of Issue Price and Aggregate Amount to be
Incorporated in the Share Capital:
(i) Aggregate Amount of Issue Price
RMB 14,999,999,994.35 (Yen 296,399,999,888)
(ii) Aggregate Amount to be Incorporated in the Share Capital
RMB 1,675,977,653 (approx. Yen 33,117,318,423)
(5) Contents of Shares:
Ordinary shares listed on Shanghai Stock Exchange
(6) Method of Issuance:
Non-public issuance
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エア・チャイナ・リミテッド(E05956)
外国会社臨時報告書
(7) Name of Underwriters:
CITIC Securities Company Limited
(8) Area in which Offering will be Made:
People ’s Republic of China
(9) Amount of Subscription Money from New Issuance and Use and Scheduled
Timing of Expenditure of Proceeds:
(i) Amount of Subscription Money from New Issuance:
RMB 14,999,999,994.35 (Yen 296,399,999,888)
(ii) Use of Proceeds:
Proceeds to be raised from the Non-public Issuance of A Shares are
intended to be used in the following ways:
No. Name of Project Proceeds to be applied
(RMB in 100 million)(Yen in billion)
RMB 108.00
1 Purchasing 22 aircraft
(approx. Yen 2.13)
RMB 42.00
2 Replenish working capital
(approx. Yen
0.83)
Total RMB 150.00
(approx. Yen 2.96)
The Company proposed to use RMB10.8 billion to purchase 22 aircraft,
including 9 ARJ21 aircraft, 4 A320 NEO aircraft and 9 A350 aircraft,
expected to be delivered in 2022 – 2023, and RMB4.2 billion to
replenish the working capital which will be invested according to the
fund need of the Company during its daily operation.
If the actual amount of net proceeds after deducting relevant
issuance expenses of the Non-public Issuance of A Shares is less than
the above proposed amount of proceeds to be applied, the Company
will, based on the actual amount of net proceeds and schedule of the
projects and in compliance with relevant laws and regulations,
determine the application details including the priority and specific
amount of proceeds to be applied to each project, and the shortage of
funds will be self-financed by the Company through internal
resources.
In order to ensure a smooth implementation of the fundraising
investment, and to protect the interest of all shareholders of the
Company, before receiving the proceeds of the Non-public Issuance of
A Shares, the Company will use its own funds or self-raised funds
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エア・チャイナ・リミテッド(E05956)
外国会社臨時報告書
depending on the progress of the investment projects, and replace
such funds according to relevant prescribed procedures upon receiving
the proceeds.
(iii) Scheduled Timing of Expenditure of Proceeds:
Although the Company plans to use the proceeds received for the
above purposes, the scheduled time(s) of spending thereof will be
determined in accordance with the cash management status etc. of the
Company at the time when the proceeds from non-public issuance of A
shares are received.
(10) Date of Issuance:
January 16, 2023
(11) Name of Stock Exchange on which the Shares will be listed:
Shanghai Stock Exchange
(12) Details of Restrictions concerning Transfer set forth in Article 1-7
of the Order for the Enforcement of the Financial Instruments and
Exchange Law or Other Restrictions which are Imposed on the Shares:
N/A
(13) Name, Address, Name of Representative, Amount of Paid-in Capital and
Nature of Business of the Party who Attempts to Acquire the Shares
Concerned:
As described in (16) below.
(14) Investment, Transaction and Other Similar Relationship between the
Acquirers and the Company:
As described in (16) below.
(15) Details of the Arrangement between the Acquirers and the Company
Concerning the Terms and Other Matters Related to Holding of the
Shares Concerned:
18 months lock-up applies to CNAHC and 6 months lock-up period
applies to other subscribers.
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エア・チャイナ・リミテッド(E05956)
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(16) Matters Specially Mentioned in the Case of Third-Party Allotment
a. State of Scheduled Subscriber:
(a) CNAHC
(i) Summary for the Scheduled Subscriber:
Name China National
Aviation Holding
Company ( “ CNAHC ” )
Address of Room 101-C709,
head/registered Floor 1-9,
office Building 1, Yard
30, Tianzhu Road,
Shunyi District,
Beijing, China
Address of N/A
principal
office in Japan
Name and title Mr. Ma Chongxian
of
representative
Paid-in capital
RMB 15,500,000,000
(Yen
306,280,000,000 )
Substance of Manage all the
the business state-owned assets
of CNAHC and its
subsidiaries,
Aircraft leasing,
Aviation equipment
maintenance.
Principal Wholly PRC state-
investor and owned.
the ratio of
its capital
contributions
(ii) Relationship with the Company
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エア・チャイナ・リミテッド(E05956)
外国会社臨時報告書
Investments Number of 5,952,236,697
the
Scheduled
Subscriber ’s
shares held
by the
Company
before
subscription
Number of 6,566,761,847
the Company ’
s shares
held by the
Scheduled
Subscriber
after
subscription
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エア・チャイナ・リミテッド(E05956)
外国会社臨時報告書
Mr. Song
Personnel affairs
Zhiyong
(resigned on
27 September
2022), Mr. Ma
Chongxian and
Mr. Feng Gang
are
considered to
have a
material
interest in
CNAHC A Share
Subscription
and therefore
have
abstained
from voting
on the
relevant
Board
resolutions
approving the
Share
Subscription
Agreement and
the Non-
public
Issuance of A
Shares.
Save as
mentioned
above, none
of the other
directors
(the
“ Directors ” )
has a
material
interest in
CNAHC A Share
Subscription
and the Non-
public
Issuance of A
Shares and
hence no
other
Director has
abstained
from voting
on such Board
resolutions.
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エア・チャイナ・リミテッド(E05956)
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CNAHC
Funds
directly
holds 40.98%
of the
Company ’s
shares and
holds 10.72%
of the
Company ’s
shares
through its
wholly-owned
subsidiary
CNACG, and is
a controlling
shareholder
of the
Company. As
at the Latest
Practicable
Date, the
SASAC of the
State Council
is a
controlling
shareholder
and de facto
controller of
CNAHC. CNAHC
primarily
operates all
the state-
owned assets
and state-
owned equity
interests
invested by
the State in
CNAHC and its
invested
entities,
aircraft
leasing and
aviation
equipment and
facilities
maintenance
businesses.
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エア・チャイナ・リミテッド(E05956)
外国会社臨時報告書
CNAHC, being
Technologies or Business
a subscriber
under the
Non-public
Issuance of A
Shares, has a
material
interest in
the Non-
public
Issuance of A
Shares. CNAHC
and its close
associates
(including
CNACG) shall
therefore
abstain from
voting on the
resolutions
at the EGM
and the Class
Meetings
approving the
Non-public
Issuance of A
Shares.
The Directors
(including
the
independent
non-executive
Directors)
consider that
the terms and
conditions of
the issue of
new A Shares
under the
Non-public
Issuance of A
Shares and
the Share
Subscription
Agreement are
fair and
reasonable,
on normal
commercial
terms or
better and in
the interests
of the
Company and
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エア・チャイナ・リミテッド(E05956)
外国会社臨時報告書
its
Shareholders
as a whole.
(iii) Reason for Selecting the Scheduled Subscriber:
The Subscribers under the Non-public Issuance of A Shares include
not more than 35 (inclusive) specific investors (including CNAHC).
CNAHC shall subscribe for A Shares in the amount of not less than
RMB5.5 billion in cash, and immediately upon the completion of the
Non-public issuance of A Shares, the total number of Shares held by
CNAHC and its wholly-owned subsidiaries shall not be less than 50.01%
of the total issued shares of the Company. Other Subscribers include
securities investment and fund management companies, securities
companies, finance companies, insurance institutional investors,
qualified foreign institutional investors and other qualified
institutional that meet the requirements of the China Securities
Regulatory Commission ( “ CSRC ” ). Any securities investment and fund
management company, securities company and qualified foreign
institutional investor and Renminbi qualified foreign institutional
investor subscribing for the shares through two or more products
under their management shall be regarded as one Subscriber. Trust
companies, as Subscribers, are limited to use their own funds to
subscribe for the shares.
(iv) Number of Shares to be allotted:
614,525,150
(v) Policy of Holdings for Shares, etc.
Long-term holding
(vi) State of Funds, etc. Required for Payment:
Payment of the subscription money is complete.
(vii) Actual State of the Scheduled Subscriber:
To the best of the Company ’s knowledge, CNAHC is not related to any
gangs.
(b) UBS AG
(i) Summary for the Scheduled Subscriber:
Name UBS AG
Address of Bahnhofstrasse
head/registered 45, 8001
office Zurich,
Switzerland and
Aeschenvorstadt
1, 4051 Base1
Switzerland
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エア・チャイナ・リミテッド(E05956)
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Filing Date of June 30, 2022
Annual
Securities
Report
Filing Date of September 30,
Semi-Annual 2022
Securities
Report
(ii) Relationship with the Company
N/A
(iii) Reason for Selecting the Scheduled Subscriber:
Subscribers other than CNAHC include securities investment and fund
management companies, securities companies, finance companies,
insurance institutional investors, qualified foreign institutional
investors and other qualified institutional that meet the
requirements of the CSRC. Any securities investment and fund
management company, securities company and qualified foreign
institutional investor and Renminbi qualified foreign institutional
investor subscribing for the shares through two or more products
under their management shall be regarded as one Subscriber. Trust
companies, as Subscribers, are limited to use their own funds to
subscribe for the shares.
Apart from CNAHC, other Subscribers shall be determined by the Board
and its authorized persons, and upon discussions with the sponsor
(the lead underwriter) based on the subscription quotations of the
Subscribers within the authorization of the general meeting in
accordance with Implementation Rules and other relevant provisions
after obtaining the approval of the CSRC for the Non-public Issuance
of A Shares. If the national laws, administrative regulations,
departmental rules and normative documents provide new requirements
on the subscriber of non-public issuance of shares, the Company will
adjust accordingly according to the new requirements.
(iv) Number of Shares to be allotted:
218,212,290
(v) Policy of Holdings for Shares, etc.
Long-term holding
(vi) State of Funds, etc. Required for Payment:
Payment of the subscription money is complete.
(vii) Actual State of the Scheduled Subscriber:
To the best of the Company ’s knowledge, UBS AG is not related to
any gangs.
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(c) China National Aviation Fuel Group Corporation
(i) Summary for the Scheduled Subscriber:
Name China National Aviation Fuel Group Corporation
Address of head/registered No.28, Tianzhu Road, A area, Tianzhu Airport Economic
office Development Zone, Shunyi District, Beijing, P.R.
China
Address of principal office N/A
in Japan
Name and title of Qiang Zhou
representative
Paid-in capital RMB 10,000,000,000 (Yen 197,600,000,000)
Substance of the business Investment and operation of state-owned capital,
operation and management of state-owned assets;
testing and refilling business of domestic and
foreign aviation kerosene and other refined oil
products; transport aviation, general aviation and
service guarantee related industrial investment,
equity investment, securities investment and
management; import and export business, domestic and
foreign futures hedging business; investment,
construction, operation and related consulting
services of civil airports; research, development,
procurement, sales and after-sales service of civil
aviation security-related facilities, equipment and
vehicles (including spare parts); development and
management of civil aviation security-related human
resources; own land development and management; land,
equipment and other assets leasing and related
property management, leasing of commercial premises
and office premises; investment and management in the
field of securities, funds, insurance, trusts and
banking; technology development, technical services
and technical consulting related to the above
services; wholesale and retail of gasoline, kerosene
and diesel fuel (closed cup flash point ≤ 60 ° C).
Principal investor and the The relevant information, which is not published in
ratio of its capital the disclosure on Hong Kong Stock Exchange and
contributions Shanghai Stock Exchange, is not available.
(ii) Relationship with the Company
N/A
(iii) Reason for Selecting the Scheduled Subscriber:
Subscribers other than CNAHC include securities investment and fund
management companies, securities companies, finance companies,
insurance institutional investors, qualified foreign institutional
investors and other qualified institutional that meet the
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外国会社臨時報告書
requirements of the CSRC. Any securities investment and fund
management company, securities company and qualified foreign
institutional investor and Renminbi qualified foreign institutional
investor subscribing for the shares through two or more products
under their management shall be regarded as one Subscriber. Trust
companies, as Subscribers, are limited to use their own funds to
subscribe for the shares.
Apart from CNAHC, other Subscribers shall be determined by the Board
and its authorized persons, and upon discussions with the sponsor
(the lead underwriter) based on the subscription quotations of the
Subscribers within the authorization of the general meeting in
accordance with Implementation Rules and other relevant provisions
after obtaining the approval of the CSRC for the Non-public Issuance
of A Shares. If the national laws, administrative regulations,
departmental rules and normative documents provide new requirements
on the subscriber of non-public issuance of shares, the Company will
adjust accordingly according to the new requirements.
(iv) Number of Shares to be allotted:
167,597,765
(v) Policy of Holdings for Shares, etc.
Long-term holding
(vi) State of Funds, etc. Required for Payment:
Payment of the subscription money is complete.
(vii) Actual State of the Scheduled Subscriber:
To the best of the Company ’s knowledge, China National Aviation
Fuel Group Corporation is not related to any gangs.
(d) China Structural Reform Fund Co., Ltd.
(i) Summary for the Scheduled Subscriber:
Name China Structural Reform Fund Co., Ltd.
th
Address of head/registered
Room 702, 7 Floor, Winland IFC, 7 Financial Street,
office
Beijing, China
Address of principal office N/A
in Japan
Name and title of Bixin Zhu
representative
Paid-in capital RMB 82,919,040,000
(Yen 1,638,480,230,400)
Substance of the business Non-public fund raising; equity investment; project
investment; asset management; investment consulting;
management consulting.
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Principal investor and the The relevant information, which is not published in
ratio of its capital the disclosure on Hong Kong Stock Exchange and
contributions Shanghai Stock Exchange, is not available.
(ii) Relationship with the Company
N/A
(iii) Reason for Selecting the Scheduled Subscriber:
Subscribers other than CNAHC include securities investment and fund
management companies, securities companies, finance companies,
insurance institutional investors, qualified foreign institutional
investors and other qualified institutional that meet the
requirements of the CSRC. Any securities investment and fund
management company, securities company and qualified foreign
institutional investor and Renminbi qualified foreign institutional
investor subscribing for the shares through two or more products
under their management shall be regarded as one Subscriber. Trust
companies, as Subscribers, are limited to use their own funds to
subscribe for the shares.
Apart from CNAHC, other Subscribers shall be determined by the Board
and its authorized persons, and upon discussions with the sponsor
(the lead underwriter) based on the subscription quotations of the
Subscribers within the authorization of the general meeting in
accordance with Implementation Rules and other relevant provisions
after obtaining the approval of the CSRC for the Non-public Issuance
of A Shares. If the national laws, administrative regulations,
departmental rules and normative documents provide new requirements
on the subscriber of non-public issuance of shares, the Company will
adjust accordingly according to the new requirements.
(iv) Number of Shares to be allotted:
67,039,106
(v) Policy of Holdings for Shares, etc.
Long-term holding
(vi) State of Funds, etc. Required for Payment:
Payment of the subscription money is complete.
(vii) Actual State of the Scheduled Subscriber:
To the best of the Company ’s knowledge, China Structural Reform
Fund Co., Ltd. is not related to any gangs.
(e) Caitong Fund Management Co., Ltd.
(i) Summary for the Scheduled Subscriber:
Name Caitong Fund Management Co., Ltd.
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Address of head/registered Room 505, 619 Wusong Road, Hongkou District,
office Shanghai, China
Address of principal office N/A
in Japan
Name and title of Linhui Wu
representative
Paid-in capital RMB 200,000,000
(Yen 3,952,000,000)
Substance of the business Fund raising; fund sales; asset management with
specific clients; asset management; other businesses
approved by CSRC.
Principal investor and the Caitong Securities Co., Ltd 40%
ratio of its capital Hangzhou Industrial Investment Group Co., Ltd 30%
contributions Zhejiang Shenghua Biok Biology Co., Ltd 30%
(ii) Relationship with the Company
N/A
(iii) Reason for Selecting the Scheduled Subscriber:
Subscribers other than CNAHC include securities investment and fund
management companies, securities companies, finance companies,
insurance institutional investors, qualified foreign institutional
investors and other qualified institutional that meet the
requirements of the CSRC. Any securities investment and fund
management company, securities company and qualified foreign
institutional investor and Renminbi qualified foreign institutional
investor subscribing for the shares through two or more products
under their management shall be regarded as one Subscriber. Trust
companies, as Subscribers, are limited to use their own funds to
subscribe for the shares.
Apart from CNAHC, other Subscribers shall be determined by the Board
and its authorized persons, and upon discussions with the sponsor
(the lead underwriter) based on the subscription quotations of the
Subscribers within the authorization of the general meeting in
accordance with Implementation Rules and other relevant provisions
after obtaining the approval of the CSRC for the Non-public Issuance
of A Shares. If the national laws, administrative regulations,
departmental rules and normative documents provide new requirements
on the subscriber of non-public issuance of shares, the Company will
adjust accordingly according to the new requirements.
(iv) Number of Shares to be allotted:
66,480,448
(v) Policy of Holdings for Shares, etc.
Long-term holding
(vi) State of Funds, etc. Required for Payment:
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Payment of the subscription money is complete.
(vii) Actual State of the Scheduled Subscriber:
To the best of the Company ’s knowledge, Caitong Fund Management
Co., Ltd. is not related to any gangs.
(f) E Fund Management Co., Ltd.
(i) Summary for the Scheduled Subscriber:
Name E Fund Management Co., Ltd.
Address of head/registered Floor 6, No. 188, Rongyue Road, Hengqin New District,
office Zhuhai City, Guangdong Province, Guangzhou, China
Address of principal office N/A
in Japan
Name and title of Xiaoyan Liu
representative
Paid-in capital RMB 1,324,420,000
(Yen 26,170,539,200)
Substance of the business Management of publicly offered securities investment
mutual funds; fund sales; and asset management with
specific clients.
Principal investor and the GF Securities Co., Ltd. 25%
ratio of its capital Guangdong Finance Trust Co., Ltd. 25%
contributions Infore Investments Holding Group Co., Ltd. 25%
(ii) Relationship with the Company
N/A
(iii) Reason for Selecting the Scheduled Subscriber:
Subscribers other than CNAHC include securities investment and fund
management companies, securities companies, finance companies,
insurance institutional investors, qualified foreign institutional
investors and other qualified institutional that meet the
requirements of the CSRC. Any securities investment and fund
management company, securities company and qualified foreign
institutional investor and Renminbi qualified foreign institutional
investor subscribing for the shares through two or more products
under their management shall be regarded as one Subscriber. Trust
companies, as Subscribers, are limited to use their own funds to
subscribe for the shares.
Apart from CNAHC, other Subscribers shall be determined by the Board
and its authorized persons, and upon discussions with the sponsor
(the lead underwriter) based on the subscription quotations of the
Subscribers within the authorization of the general meeting in
accordance with Implementation Rules and other relevant provisions
after obtaining the approval of the CSRC for the Non-public Issuance
of A Shares. If the national laws, administrative regulations,
departmental rules and normative documents provide new requirements
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外国会社臨時報告書
on the subscriber of non-public issuance of shares, the Company will
adjust accordingly according to the new requirements.
(iv) Number of Shares to be allotted:
58,100,558
(v) Policy of Holdings for Shares, etc.
Long-term holding
(vi) State of Funds, etc. Required for Payment:
Payment of the subscription money is complete.
(vii) Actual State of the Scheduled Subscriber:
To the best of the Company ’s knowledge, E Fund Management Co., Ltd.
is not related to any gangs.
(g)GF Fund Management Co., Ltd.
(i) Summary for the Scheduled Subscriber:
Name GF Fund Management Co., Ltd.
Address of head/registered Room 2608, No. 3018 Huandao East Road, Hengqin New
office District, Zhuhai City, Guangdong Province, China
Address of principal office N/A
in Japan
Name and title of Shuming Sun
representative
Paid-in capital RMB 1,409,780,000
(Yen 27,857,252,800)
Substance of the business Fund raising, fund sales, asset management, and
other businesses approved by CSRC.
Principal investor and the The relevant information, which is not published in
ratio of its capital the disclosure on Hong Kong Stock Exchange and
contributions Shanghai Stock Exchange, is not available.
(ii) Relationship with the Company
N/A
(iii) Reason for Selecting the Scheduled Subscriber:
Subscribers other than CNAHC include securities investment and fund
management companies, securities companies, finance companies,
insurance institutional investors, qualified foreign institutional
investors and other qualified institutional that meet the
requirements of the CSRC. Any securities investment and fund
management company, securities company and qualified foreign
institutional investor and Renminbi qualified foreign institutional
investor subscribing for the shares through two or more products
under their management shall be regarded as one Subscriber. Trust
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companies, as Subscribers, are limited to use their own funds to
subscribe for the shares.
Apart from CNAHC, other Subscribers shall be determined by the Board
and its authorized persons, and upon discussions with the sponsor
(the lead underwriter) based on the subscription quotations of the
Subscribers within the authorization of the general meeting in
accordance with Implementation Rules and other relevant provisions
after obtaining the approval of the CSRC for the Non-public Issuance
of A Shares. If the national laws, administrative regulations,
departmental rules and normative documents provide new requirements
on the subscriber of non-public issuance of shares, the Company will
adjust accordingly according to the new requirements.
(iv) Number of Shares to be allotted:
49,497,206
(v) Policy of Holdings for Shares, etc.
Long-term holding
(vi) State of Funds, etc. Required for Payment:
Payment of the subscription money is complete.
(vii) Actual State of the Scheduled Subscriber:
To the best of the Company ’s knowledge, GF Fund Management Co.,
Ltd. is not related to any gangs.
(h) Greatwall Wealth Insurance Asset Management Co., Ltd. – Greatwall
Wealth Zhuque Hongying No. 1 Asset Management Product
(i) Summary for the Scheduled Subscriber:
Name Greatwall Wealth Insurance Asset Management Co., Ltd.
– Greatwall Wealth Zhuque Hongying No. 1 Asset
Management Product
Address of head/registered Room 201, Building A, No. 1, Qianwan 1st Road,
office Qianhai Shenzhen-Hong Kong Cooperation Zone,
Shenzhen, China (settled in Shenzhen Qianhai Business
Secretary Co., Ltd.)
Address of principal office N/A
in Japan
Name and title of Bin Wei
representative
Paid-in capital RMB 100,000,000
(Yen 1,976,000,000)
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Substance of the business Management of RMB and foreign currency funds
entrusted by principals; management and operation of
own RMB and foreign currency funds; development of
insurance asset management products; other business
approved by China Banking and Insurance Regulatory
Commission ( “ CBIRC ” ); business approved by other
departments of the State Council.
Principal investor and the The relevant information, which is not published in
ratio of its capital the disclosure on Hong Kong Stock Exchange and
contributions Shanghai Stock Exchange, is not available.
(ii) Relationship with the Company
N/A
(iii) Reason for Selecting the Scheduled Subscriber:
Subscribers other than CNAHC include securities investment and fund
management companies, securities companies, finance companies,
insurance institutional investors, qualified foreign institutional
investors and other qualified institutional that meet the
requirements of the CSRC. Any securities investment and fund
management company, securities company and qualified foreign
institutional investor and Renminbi qualified foreign institutional
investor subscribing for the shares through two or more products
under their management shall be regarded as one Subscriber. Trust
companies, as Subscribers, are limited to use their own funds to
subscribe for the shares.
Apart from CNAHC, other Subscribers shall be determined by the Board
and its authorized persons, and upon discussions with the sponsor
(the lead underwriter) based on the subscription quotations of the
Subscribers within the authorization of the general meeting in
accordance with Implementation Rules and other relevant provisions
after obtaining the approval of the CSRC for the Non-public Issuance
of A Shares. If the national laws, administrative regulations,
departmental rules and normative documents provide new requirements
on the subscriber of non-public issuance of shares, the Company will
adjust accordingly according to the new requirements.
(iv) Number of Shares to be allotted:
33,519,553
(v) Policy of Holdings for Shares, etc.
Long-term holding
(vi) State of Funds, etc. Required for Payment:
Payment of the subscription money is complete.
(vii) Actual State of the Scheduled Subscriber:
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To the best of the Company ’s knowledge, Greatwall Wealth Insurance
Asset Management Co., Ltd. – Greatwall Wealth Zhuque Hongying No. 1
Asset Management Product is not related to any gangs.
(i) Sichuan Capital Market Bailout Development Securities Investment
Fund Partnership (Limited Partnership)
(i) Summary for the Scheduled Subscriber:
Name Sichuan Capital Market Bailout Development
Securities Investment Fund Partnership (Limited
Partnership)
Address of head/registered Floor 42, Block B, No. 151, Tianfu 2nd Street,
office Chengdu High-tech Zone, China (Sichuan) Pilot Free
Trade Zone
Address of principal office N/A
in Japan
Name and title of Sichuan Development Securities Investment (as
representative general partner)
Paid-in capital RMB 12,000,000(Yen 237,120,000)
Substance of the business Project investment; investment management.
Principal investor and the The relevant information, which is not published in
ratio of its capital the disclosure on Hong Kong Stock Exchange and
contributions Shanghai Stock Exchange, is not available
(ii) Relationship with the Company
N/A
(iii) Reason for Selecting the Scheduled Subscriber:
Subscribers other than CNAHC include securities investment and fund
management companies, securities companies, finance companies,
insurance institutional investors, qualified foreign institutional
investors and other qualified institutional that meet the
requirements of the CSRC. Any securities investment and fund
management company, securities company and qualified foreign
institutional investor and Renminbi qualified foreign institutional
investor subscribing for the shares through two or more products
under their management shall be regarded as one Subscriber. Trust
companies, as Subscribers, are limited to use their own funds to
subscribe for the shares.
Apart from CNAHC, other Subscribers shall be determined by the Board
and its authorized persons, and upon discussions with the sponsor
(the lead underwriter) based on the subscription quotations of the
Subscribers within the authorization of the general meeting in
accordance with Implementation Rules and other relevant provisions
after obtaining the approval of the CSRC for the Non-public Issuance
of A Shares. If the national laws, administrative regulations,
departmental rules and normative documents provide new requirements
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on the subscriber of non-public issuance of shares, the Company will
adjust accordingly according to the new requirements.
(iv) Number of Shares to be allotted:
33,519,553
(v) Policy of Holdings for Shares, etc.
Long-term holding
(vi) State of Funds, etc. Required for Payment:
Payment of the subscription money is complete.
(vii) Actual State of the Scheduled Subscriber:
To the best of the Company ’s knowledge, Sichuan Capital Market
Bailout Development Securities Investment Fund Partnership
(Limited Partnership) is not related to any gangs .
(j) China Merchants Securities Co., Ltd.
(i) Summary for the Scheduled Subscriber:
Name China Merchants Securities Co., Ltd.
Address of head/registered No. 111, Fuhua 1st Road, Futian Street, Futian
office District, Shenzhen, China
Address of principal office N/A
in Japan
Name and title of Da Huo
representative
Paid-in capital RMB 8,696,526,806
(Yen 171,843,369,687)
Substance of the business Securities brokerage; securities investment
consulting; financial consulting related to
securities trading and securities investment
activities; securities underwriting and sponsorship;
proprietary trading of securities; margin financing;
securities investment funds brokerage; intermediary
business for futures companies; financial products
distribution; insurance agency business. management
of securities investment mutual funds; market-making
of stock options.
Principal investor and the The relevant information, which is not published in
ratio of its capital the disclosure on Hong Kong Stock Exchange and
contributions Shanghai Stock Exchange, is not available
(ii) Relationship with the Company
N/A
(iii) Reason for Selecting the Scheduled Subscriber:
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Subscribers other than CNAHC include securities investment and fund
management companies, securities companies, finance companies,
insurance institutional investors, qualified foreign institutional
investors and other qualified institutional that meet the
requirements of the CSRC. Any securities investment and fund
management company, securities company and qualified foreign
institutional investor and Renminbi qualified foreign institutional
investor subscribing for the shares through two or more products
under their management shall be regarded as one Subscriber. Trust
companies, as Subscribers, are limited to use their own funds to
subscribe for the shares.
Apart from CNAHC, other Subscribers shall be determined by the Board
and its authorized persons, and upon discussions with the sponsor
(the lead underwriter) based on the subscription quotations of the
Subscribers within the authorization of the general meeting in
accordance with Implementation Rules and other relevant provisions
after obtaining the approval of the CSRC for the Non-public Issuance
of A Shares. If the national laws, administrative regulations,
departmental rules and normative documents provide new requirements
on the subscriber of non-public issuance of shares, the Company will
adjust accordingly according to the new requirements.
(iv) Number of Shares to be allotted:
31,284,916
(v) Policy of Holdings for Shares, etc.
Long-term holding
(vi) State of Funds, etc. Required for Payment:
Payment of the subscription money is complete.
(vii) Actual State of the Scheduled Subscriber:
To the best of the Company ’s knowledge, China Merchants
Securities Co., Ltd. is not related to any gangs.
(k) Guotai Junan Asset Management (Asia) Limited
(i) Summary for the Scheduled Subscriber:
Name Guotai Junan Asset Management (Asia) Limited
Address of head/registered 27/F, Low Block, Grand Millennium Plaza, 181 Queen's
office Road Central, Central, Hong Kong
Address of principal office N/A
in Japan
Name and title of Feng Yan
representative
Paid-in capital The relevant information, which is not published in
the disclosure on Hong Kong Stock Exchange and
Shanghai Stock Exchange, is not available.
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Substance of the business
Domestic securities investment.
Principal investor and the The relevant information, which is not published in
ratio of its capital the disclosure on Hong Kong Stock Exchange and
contributions Shanghai Stock Exchange, is not available
(ii) Relationship with the Company
N/A
(iii) Reason for Selecting the Scheduled Subscriber:
Subscribers other than CNAHC include securities investment and fund
management companies, securities companies, finance companies,
insurance institutional investors, qualified foreign institutional
investors and other qualified institutional that meet the
requirements of the CSRC. Any securities investment and fund
management company, securities company and qualified foreign
institutional investor and Renminbi qualified foreign institutional
investor subscribing for the shares through two or more products
under their management shall be regarded as one Subscriber. Trust
companies, as Subscribers, are limited to use their own funds to
subscribe for the shares.
Apart from CNAHC, other Subscribers shall be determined by the Board
and its authorized persons, and upon discussions with the sponsor
(the lead underwriter) based on the subscription quotations of the
Subscribers within the authorization of the general meeting in
accordance with Implementation Rules and other relevant provisions
after obtaining the approval of the CSRC for the Non-public Issuance
of A Shares. If the national laws, administrative regulations,
departmental rules and normative documents provide new requirements
on the subscriber of non-public issuance of shares, the Company will
adjust accordingly according to the new requirements.
(iv) Number of Shares to be allotted:
28,491,620
(v) Policy of Holdings for Shares, etc.
Long-term holding
(vi) State of Funds, etc. Required for Payment:
Payment of the subscription money is complete.
(vii) Actual State of the Scheduled Subscriber:
To the best of the Company ’s knowledge, Guotai Junan Asset
Management (Asia) Limited is not related to any gangs.
(l) Bosera Asset Management Co., Limited
(i) Summary for the Scheduled Subscriber:
Name Bosera Asset Management Co., Limited
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Address of head/registered Floor 21, Fund Building, No. 5999 Yitian Road, Fuxin
office Community, Lianhua Street, Futian District,
Shenzhen, China
Address of principal office N/A
in Japan
Name and title of Xiangyang Jiang
representative
Paid-in capital RMB 250,000,000
(Yen 4,940,000,000)
Substance of the business Fund raising; fund sales; asset management; other
business approved by CSRC.
Principal investor and the The relevant information, which is not published in
ratio of its capital the disclosure on Hong Kong Stock Exchange and
contributions Shanghai Stock Exchange, is not available
(ii) Relationship with the Company
N/A
(iii) Reason for Selecting the Scheduled Subscriber:
Subscribers other than CNAHC include securities investment and fund
management companies, securities companies, finance companies,
insurance institutional investors, qualified foreign institutional
investors and other qualified institutional that meet the
requirements of the CSRC. Any securities investment and fund
management company, securities company and qualified foreign
institutional investor and Renminbi qualified foreign institutional
investor subscribing for the shares through two or more products
under their management shall be regarded as one Subscriber. Trust
companies, as Subscribers, are limited to use their own funds to
subscribe for the shares.
Apart from CNAHC, other Subscribers shall be determined by the Board
and its authorized persons, and upon discussions with the sponsor
(the lead underwriter) based on the subscription quotations of the
Subscribers within the authorization of the general meeting in
accordance with Implementation Rules and other relevant provisions
after obtaining the approval of the CSRC for the Non-public Issuance
of A Shares. If the national laws, administrative regulations,
departmental rules and normative documents provide new requirements
on the subscriber of non-public issuance of shares, the Company will
adjust accordingly according to the new requirements.
(iv) Number of Shares to be allotted:
28,379,888
(v) Policy of Holdings for Shares, etc.
Long-term holding
(vi) State of Funds, etc. Required for Payment:
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Payment of the subscription money is complete.
(vii) Actual State of the Scheduled Subscriber:
To the best of the Company ’s knowledge, Bosera Asset Management
Co., Limited is not related to any gangs.
(m) Ningbo Cinda Huajian Investment Co., Ltd.
(i) Summary for the Scheduled Subscriber:
Name Ningbo Cinda Huajian Investment Co., Ltd.
Address of head/registered F1616, Area A, Room 401, Building 1, No. 88 Qixing
office Road, Meishan, Beilun District, Ningbo City,
Zhejiang Province, China
Address of principal office N/A
in Japan
Name and title of Yuquan Chen
representative
Paid-in capital RMB 10,000,000
(Yen 197,600,000)
Substance of the business Real estate investment; investment management and
related consulting services; financial consulting;
consulting services for enterprise asset ’s
acquisition, management, reorganization and
liquidation.
Principal investor and the The relevant information, which is not published in
ratio of its capital the disclosure on Hong Kong Stock Exchange and
contributions Shanghai Stock Exchange, is not available.
(ii) Relationship with the Company
N/A
(iii) Reason for Selecting the Scheduled Subscriber:
Subscribers other than CNAHC include securities investment and fund
management companies, securities companies, finance companies,
insurance institutional investors, qualified foreign institutional
investors and other qualified institutional that meet the
requirements of the CSRC. Any securities investment and fund
management company, securities company and qualified foreign
institutional investor and Renminbi qualified foreign institutional
investor subscribing for the shares through two or more products
under their management shall be regarded as one Subscriber. Trust
companies, as Subscribers, are limited to use their own funds to
subscribe for the shares.
Apart from CNAHC, other Subscribers shall be determined by the Board
and its authorized persons, and upon discussions with the sponsor
(the lead underwriter) based on the subscription quotations of the
Subscribers within the authorization of the general meeting in
accordance with Implementation Rules and other relevant provisions
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after obtaining the approval of the CSRC for the Non-public Issuance
of A Shares. If the national laws, administrative regulations,
departmental rules and normative documents provide new requirements
on the subscriber of non-public issuance of shares, the Company will
adjust accordingly according to the new requirements.
(iv) Number of Shares to be allotted:
27,932,960
(v) Policy of Holdings for Shares, etc.
Long-term holding
(vi) State of Funds, etc. Required for Payment:
Payment of the subscription money is complete.
(vii) Actual State of the Scheduled Subscriber:
To the best of the Company ’s knowledge, Ningbo Cinda Huajian
Investment Co., Ltd. is not related to any gangs.
(n) Huashang Fund Management Limited
(i) Summary for the Scheduled Subscriber:
Name Huashang Fund Management Limited
Address of head/registered Floor 19, Building 28, Ping'anli West Street,
office Xicheng District, Beijing, China
Address of principal office N/A
in Japan
Name and title of Muyuan Chen
representative
Paid-in capital RMB 100,000,000
(Yen 1,976,000,000)
Substance of the business Fund raising; fund sales; asset management ; and
other businesses approved by the CSRC.
Principal investor and the The relevant information, which is not published in
ratio of its capital the disclosure on Hong Kong Stock Exchange and
contributions Shanghai Stock Exchange, is not available.
(ii) Relationship with the Company
N/A
(iii) Reason for Selecting the Scheduled Subscriber:
Subscribers other than CNAHC include securities investment and fund
management companies, securities companies, finance companies,
insurance institutional investors, qualified foreign institutional
investors and other qualified institutional that meet the
requirements of the CSRC. Any securities investment and fund
management company, securities company and qualified foreign
institutional investor and Renminbi qualified foreign institutional
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investor subscribing for the shares through two or more products
under their management shall be regarded as one Subscriber. Trust
companies, as Subscribers, are limited to use their own funds to
subscribe for the shares.
Apart from CNAHC, other Subscribers shall be determined by the Board
and its authorized persons, and upon discussions with the sponsor
(the lead underwriter) based on the subscription quotations of the
Subscribers within the authorization of the general meeting in
accordance with Implementation Rules and other relevant provisions
after obtaining the approval of the CSRC for the Non-public Issuance
of A Shares. If the national laws, administrative regulations,
departmental rules and normative documents provide new requirements
on the subscriber of non-public issuance of shares, the Company will
adjust accordingly according to the new requirements.
(iv) Number of Shares to be allotted:
27,932,960
(v) Policy of Holdings for Shares, etc.
Long-term holding
(vi) State of Funds, etc. Required for Payment:
Payment of the subscription money is complete.
(vii) Actual State of the Scheduled Subscriber:
To the best of the Company ’s knowledge, Huashang Fund Management
Limited is not related to any gangs.
(o) WT Asset Management Limited
(i) Summary for the Scheduled Subscriber:
Name WT Asset Management Limited
Address of head/registered 18/F, 8 Queen's Road Central, Central, Hong Kong
office
Address of principal office N/A
in Japan
Name and title of Tongshu Wang
representative
Paid-in capital The relevant information, which is not published in
the disclosure on Hong Kong Stock Exchange and
Shanghai Stock Exchange, is not available.
Substance of the business Domestic securities investment.
Principal investor and the The relevant information, which is not published in
ratio of its capital the disclosure on Hong Kong Stock Exchange and
contributions Shanghai Stock Exchange, is not available
(ii) Relationship with the Company
N/A
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(iii) Reason for Selecting the Scheduled Subscriber:
Subscribers other than CNAHC include securities investment and fund
management companies, securities companies, finance companies,
insurance institutional investors, qualified foreign institutional
investors and other qualified institutional that meet the
requirements of the CSRC. Any securities investment and fund
management company, securities company and qualified foreign
institutional investor and Renminbi qualified foreign institutional
investor subscribing for the shares through two or more products
under their management shall be regarded as one Subscriber. Trust
companies, as Subscribers, are limited to use their own funds to
subscribe for the shares.
Apart from CNAHC, other Subscribers shall be determined by the Board
and its authorized persons, and upon discussions with the sponsor
(the lead underwriter) based on the subscription quotations of the
Subscribers within the authorization of the general meeting in
accordance with Implementation Rules and other relevant provisions
after obtaining the approval of the CSRC for the Non-public Issuance
of A Shares. If the national laws, administrative regulations,
departmental rules and normative documents provide new requirements
on the subscriber of non-public issuance of shares, the Company will
adjust accordingly according to the new requirements.
(iv) Number of Shares to be allotted:
27,932,960
(v) Policy of Holdings for Shares, etc.
Long-term holding
(vi) State of Funds, etc. Required for Payment:
Payment of the subscription money is complete.
(vii) Actual State of the Scheduled Subscriber:
To the best of the Company ’s knowledge, WT Asset Management
Limited is not related to any gangs.
(p) Beijing Chengtong Financial Control Investment Co., Ltd.
(i) Summary for the Scheduled Subscriber:
Name Beijing Chengtong Financial Control Investment Co.,
Ltd.
Address of head/registered Room 401, 4th Floor, No. 5 Sanlihe East Road,
office Xicheng District, Beijing, China
Address of principal office N/A
in Japan
Name and title of Jingan Huang
representative
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Paid-in capital RMB 4,000,000,000
(Yen 79,040,000,000)
Substance of the business Project investment; asset management.
Principal investor and the The relevant information, which is not published in
ratio of its capital the disclosure on Hong Kong Stock Exchange and
contributions Shanghai Stock Exchange, is not available
(ii) Relationship with the Company
N/A
(iii) Reason for Selecting the Scheduled Subscriber:
Subscribers other than CNAHC include securities investment and fund
management companies, securities companies, finance companies,
insurance institutional investors, qualified foreign institutional
investors and other qualified institutional that meet the
requirements of the CSRC. Any securities investment and fund
management company, securities company and qualified foreign
institutional investor and Renminbi qualified foreign institutional
investor subscribing for the shares through two or more products
under their management shall be regarded as one Subscriber. Trust
companies, as Subscribers, are limited to use their own funds to
subscribe for the shares.
Apart from CNAHC, other Subscribers shall be determined by the Board
and its authorized persons, and upon discussions with the sponsor
(the lead underwriter) based on the subscription quotations of the
Subscribers within the authorization of the general meeting in
accordance with Implementation Rules and other relevant provisions
after obtaining the approval of the CSRC for the Non-public Issuance
of A Shares. If the national laws, administrative regulations,
departmental rules and normative documents provide new requirements
on the subscriber of non-public issuance of shares, the Company will
adjust accordingly according to the new requirements.
(iv) Number of Shares to be allotted:
27,932,960
(v) Policy of Holdings for Shares, etc.
Long-term holding
(vi) State of Funds, etc. Required for Payment:
Payment of the subscription money is complete.
(vii) Actual State of the Scheduled Subscriber:
To the best of the Company ’s knowledge, Beijing Chengtong
Financial Control Investment Co., Ltd. is not related to any
gangs.
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(q) Zhuhai Xuyuan Nuocheng Equity Investment Partnership (Limited
Partnership)
(i) Summary for the Scheduled Subscriber:
Name Zhuhai Xuyuan Nuocheng Equity Investment
Partnership (Limited Partnership)
Address of head/registered Room 201-619, Building 17, No. 1889 Huandao East
office Road, Hengqin New District, Zhuhai City, China
(centralized office area)
Address of principal office N/A
in Japan
Name and title of Zhuhai Hillhouse Xuyuan Investment Co., Ltd.
representative
Paid-in capital RMB 1,000,000
(Yen 19,760,000 )
Substance of the business Investment activity by own funds.
Principal investor and the The relevant information, which is not published in
ratio of its capital the disclosure on Hong Kong Stock Exchange and
contributions Shanghai Stock Exchange, is not available
(ii) Relationship with the Company
N/A
(iii) Reason for Selecting the Scheduled Subscriber:
Subscribers other than CNAHC include securities investment and fund
management companies, securities companies, finance companies,
insurance institutional investors, qualified foreign institutional
investors and other qualified institutional that meet the
requirements of the CSRC. Any securities investment and fund
management company, securities company and qualified foreign
institutional investor and Renminbi qualified foreign institutional
investor subscribing for the shares through two or more products
under their management shall be regarded as one Subscriber. Trust
companies, as Subscribers, are limited to use their own funds to
subscribe for the shares.
Apart from CNAHC, other Subscribers shall be determined by the Board
and its authorized persons, and upon discussions with the sponsor
(the lead underwriter) based on the subscription quotations of the
Subscribers within the authorization of the general meeting in
accordance with Implementation Rules and other relevant provisions
after obtaining the approval of the CSRC for the Non-public Issuance
of A Shares. If the national laws, administrative regulations,
departmental rules and normative documents provide new requirements
on the subscriber of non-public issuance of shares, the Company will
adjust accordingly according to the new requirements.
(iv) Number of Shares to be allotted:
27,932,960
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(v) Policy of Holdings for Shares, etc.
Long-term holding
(vi) State of Funds, etc. Required for Payment:
Payment of the subscription money is complete.
(vii) Actual State of the Scheduled Subscriber:
To the best of the Company ’s knowledge, Zhuhai Xuyuan Nuocheng
Equity Investment Partnership (Limited Partnership) is not
related to any gangs.
(r) Taikang Life Insurance Co., Ltd. – Dividends – Individual Dividend
Products
(i) Summary for the Scheduled Subscriber:
Name Taikang Life Insurance Co., Ltd. – Dividends –
Individual Dividend Products
Address of head/registered No. 21-1, Science Park Road, Science and Technology
office Park, Changping District, Beijing, China (Taikang
Zhongguancun Innovation Center)
Address of principal office N/A
in Japan
Name and title of Dongsheng Chen
representative
Paid-in capital RMB 3,000,000,000
(Yen 59,280,000,000)
Substance of the business All kinds of life insurance business in RMB and
foreign currency, including all kinds of life
insurance, health insurance (excluding group long-
term health insurance), accident insurance and other
insurance business; reinsurance and co-insurance
business of the above business; insurance,
inspection and claims settlement business for
domestic and foreign insurance institutions;
representing the insurance business of Taikang
Online Property Insurance Co., Ltd. within the scope
approved by CBIRC; insurance consulting; utilization
of funds in accordance with relevant regulations;
the sale of securities investment funds; other
business approved by CBIRC.
Principal investor and the The relevant information, which is not published in
ratio of its capital the disclosure on Hong Kong Stock Exchange and
contributions Shanghai Stock Exchange, is not available.
(ii) Relationship with the Company
N/A
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(iii) Reason for Selecting the Scheduled Subscriber:
Subscribers other than CNAHC include securities investment and fund
management companies, securities companies, finance companies,
insurance institutional investors, qualified foreign institutional
investors and other qualified institutional that meet the
requirements of the CSRC. Any securities investment and fund
management company, securities company and qualified foreign
institutional investor and Renminbi qualified foreign institutional
investor subscribing for the shares through two or more products
under their management shall be regarded as one Subscriber. Trust
companies, as Subscribers, are limited to use their own funds to
subscribe for the shares.
Apart from CNAHC, other Subscribers shall be determined by the Board
and its authorized persons, and upon discussions with the sponsor
(the lead underwriter) based on the subscription quotations of the
Subscribers within the authorization of the general meeting in
accordance with Implementation Rules and other relevant provisions
after obtaining the approval of the CSRC for the Non-public Issuance
of A Shares. If the national laws, administrative regulations,
departmental rules and normative documents provide new requirements
on the subscriber of non-public issuance of shares, the Company will
adjust accordingly according to the new requirements.
(iv) Number of Shares to be allotted:
27,932,960
(v) Policy of Holdings for Shares, etc.
Long-term holding
(vi) State of Funds, etc. Required for Payment:
Payment of the subscription money is complete.
(vii) Actual State of the Scheduled Subscriber:
To the best of the Company ’s knowledge, Taikang Life Insurance Co.,
Ltd. – Dividends – Individual Dividend Products is not related to
any gangs.
(s) Taikang Life Insurance Co., Ltd. Investment-Linked Innovation
Dynamic Investment Account
(i) Summary for the Scheduled Subscriber:
Name Taikang Life Insurance Co., Ltd. Investment-Linked
Innovation Dynamic Investment Account
Address of head/registered 1st Floor, No. 21-1 Science Park Road, Science and
office Technology Park, Changping District, Beijing
(Taikang Zhongguancun Innovation Center)
Address of principal office N/A
in Japan
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エア・チャイナ・リミテッド(E05956)
外国会社臨時報告書
Name and title of Dongsheng Chen
representative
Paid-in capital RMB 3,000,000,000
(Yen 59,280,000,000)
Substance of the business All kinds of life insurance business in RMB and
foreign currency, including all kinds of life
insurance, health insurance (excluding group long-
term health insurance), accident insurance and other
insurance business; reinsurance and co-insurance
business of the above business; insurance,
inspection and claims settlement business for
domestic and foreign insurance institutions;
representing the insurance business of Taikang
Online Property Insurance Co., Ltd. within the scope
approved by CBIRC; insurance consulting; utilization
of funds in accordance with relevant regulations;
the sale of securities investment funds; other
business approved by CBIRC.
Principal investor and the The relevant information, which is not published in
ratio of its capital the disclosure on Hong Kong Stock Exchange and
contributions Shanghai Stock Exchange, is not available.
(ii) Relationship with the Company
N/A
(iii) Reason for Selecting the Scheduled Subscriber:
Subscribers other than CNAHC include securities investment and fund
management companies, securities companies, finance companies,
insurance institutional investors, qualified foreign institutional
investors and other qualified institutional that meet the
requirements of the CSRC. Any securities investment and fund
management company, securities company and qualified foreign
institutional investor and Renminbi qualified foreign institutional
investor subscribing for the shares through two or more products
under their management shall be regarded as one Subscriber. Trust
companies, as Subscribers, are limited to use their own funds to
subscribe for the shares.
Apart from CNAHC, other Subscribers shall be determined by the Board
and its authorized persons, and upon discussions with the sponsor
(the lead underwriter) based on the subscription quotations of the
Subscribers within the authorization of the general meeting in
accordance with Implementation Rules and other relevant provisions
after obtaining the approval of the CSRC for the Non-public Issuance
of A Shares. If the national laws, administrative regulations,
departmental rules and normative documents provide new requirements
on the subscriber of non-public issuance of shares, the Company will
adjust accordingly according to the new requirements.
(iv) Number of Shares to be allotted:
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エア・チャイナ・リミテッド(E05956)
外国会社臨時報告書
27,932,960
(v) Policy of Holdings for Shares, etc.
Long-term holding
(vi) State of Funds, etc. Required for Payment:
Payment of the subscription money is complete.
(vii) Actual State of the Scheduled Subscriber:
To the best of the Company ’s knowledge, Taikang Life Insurance
Co., Ltd. Investment-Linked Innovation Dynamic Investment Account
is not related to any gangs.
(t) Ping An Annuity Insurance Company of China, Ltd. – Ping An Anying
Share-based Pension Products
(i) Summary for the Scheduled Subscriber:
Name Ping An Annuity Insurance Company of China, Ltd. –
Ping An Anying Share-based Pension Products
Address of head/registered Floor 12, Floor 20, Floor 21, Floor 24, No. 1333,
office Lujiazui Ring Road, China (Shanghai) Pilot Free
Trade Zone
Address of principal office N/A
in Japan
Name and title of Weimin Gan
representative
Paid-in capital RMB 11,603,419,173
(Yen 229,283,562,858)
Substance of the business Group pension insurance and annuity business; group
life insurance and annuity business; group long-term
health insurance business; individual pension
insurance and annuity business; individual long-term
health insurance business; short-term health
insurance; accident insurance; reinsurance business
of the above business; utilization of insurance
funds in accordance with laws and regulations; the
business of pension insurance asset management
products; the management of RMB and foreign currency
funds entrusted by principals for the purpose of
old-age pension; the consulting service business and
agency business related to health insurance; the
consulting business related to asset management
business; other business approved by CBIRC.
Principal investor and the The relevant information, which is not published in
ratio of its capital the disclosure on Hong Kong Stock Exchange and
contributions Shanghai Stock Exchange, is not available.
(ii) Relationship with the Company
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エア・チャイナ・リミテッド(E05956)
外国会社臨時報告書
N/A
(iii) Reason for Selecting the Scheduled Subscriber:
Subscribers other than CNAHC include securities investment and fund
management companies, securities companies, finance companies,
insurance institutional investors, qualified foreign institutional
investors and other qualified institutional that meet the
requirements of the CSRC. Any securities investment and fund
management company, securities company and qualified foreign
institutional investor and Renminbi qualified foreign institutional
investor subscribing for the shares through two or more products
under their management shall be regarded as one Subscriber. Trust
companies, as Subscribers, are limited to use their own funds to
subscribe for the shares.
Apart from CNAHC, other Subscribers shall be determined by the Board
and its authorized persons, and upon discussions with the sponsor
(the lead underwriter) based on the subscription quotations of the
Subscribers within the authorization of the general meeting in
accordance with Implementation Rules and other relevant provisions
after obtaining the approval of the CSRC for the Non-public Issuance
of A Shares. If the national laws, administrative regulations,
departmental rules and normative documents provide new requirements
on the subscriber of non-public issuance of shares, the Company will
adjust accordingly according to the new requirements.
(iv) Number of Shares to be allotted:
27,932,960
(v) Policy of Holdings for Shares, etc.
Long- term holding
(vi) State of Funds, etc. Required for Payment:
Payment of the subscription money is complete.
(vii) Actual State of the Scheduled Subscriber:
To the best of the Company ’s knowledge, Ping An Annuity Insurance
Company of China, Ltd. – Ping An Anying Share-based Pension
Products is not related to any gangs.
(u) Ping An Annuity Insurance Company of China, Ltd. – Universal
Insurance – Group Universal Insurance
(i) Summary for the Scheduled Subscriber:
Name Ping An Annuity Insurance Company of China, Ltd. –
Universal Insurance – Group Universal Insurance
Address of head/registered Floor 12, Floor 20, Floor 21, Floor 24, No. 1333,
office Lujiazui Ring Road, China (Shanghai) Pilot Free
Trade Zone
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エア・チャイナ・リミテッド(E05956)
外国会社臨時報告書
Address of principal office in N/A
Japan
Name and title of Weimin Gan
representative
Paid-in capital RMB 11,603,419,173
(Yen 229,283,562,858)
Substance of the business Group pension insurance and annuity business; group
life insurance and annuity business; group long-
term health insurance business; individual pension
insurance and annuity business; individual long-
term health insurance business; short-term health
insurance; accident insurance; reinsurance business
of the above business; utilization of insurance
funds in accordance with laws and regulations; the
business of pension insurance asset management
products; the management of RMB and foreign
currency funds entrusted by principals for the
purpose of old-age pension; the consulting service
business and agency business related to health
insurance; the consulting business related to asset
management business; other business approved by
CBIRC.
Principal investor and the The relevant information, which is not published in
ratio of its capital the disclosure on Hong Kong Stock Exchange and
contributions Shanghai Stock Exchange, is not available
(ii) Relationship with the Company
N/A
(iii) Reason for Selecting the Scheduled Subscriber:
Subscribers other than CNAHC include securities investment and fund
management companies, securities companies, finance companies,
insurance institutional investors, qualified foreign institutional
investors and other qualified institutional that meet the
requirements of the CSRC. Any securities investment and fund
management company, securities company and qualified foreign
institutional investor and Renminbi qualified foreign institutional
investor subscribing for the shares through two or more products
under their management shall be regarded as one Subscriber. Trust
companies, as Subscribers, are limited to use their own funds to
subscribe for the shares.
Apart from CNAHC, other Subscribers shall be determined by the Board
and its authorized persons, and upon discussions with the sponsor
(the lead underwriter) based on the subscription quotations of the
Subscribers within the authorization of the general meeting in
accordance with Implementation Rules and other relevant provisions
after obtaining the approval of the CSRC for the Non-public Issuance
of A Shares. If the national laws, administrative regulations,
departmental rules and normative documents provide new requirements
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エア・チャイナ・リミテッド(E05956)
外国会社臨時報告書
on the subscriber of non-public issuance of shares, the Company will
adjust accordingly according to the new requirements.
(iv) Number of Shares to be allotted:
27,932,960
(v) Policy of Holdings for Shares, etc.
Long-term holding
(vi) State of Funds, etc. Required for Payment:
Payment of the subscription money is complete.
(vii) Actual State of the Scheduled Subscriber:
To the best of the Company ’s knowledge, Ping An Annuity Insurance
Company of China, Ltd. – Universal Insurance – Group Universal
Insurance is not related to any gangs.
(v) Jinan Jiangshan Investment Partnership (Limited Partnership)
(i) Summary for the Scheduled Subscriber:
Name Jinan Jiangshan Investment Partnership (Limited
Partnership)
Address of head/registered Room 510-1, 5th Floor, Licheng Financial Building,
office Xinyuanxin Center, No. 3 Huaxin Road, Licheng
District, Jinan, China
Address of principal office N/A
in Japan
Name and title of Tibet Ruinan Technology Development Co., Ltd.
representative
Paid-in capital RMB 2,900,000,000
(Yen 57,304,000,000)
Substance of the business Investment activity by own funds; financing
consulting.
Principal investor and the The relevant information, which is not published in
ratio of its capital the disclosure on Hong Kong Stock Exchange and
contributions Shanghai Stock Exchange, is not available.
(ii) Relationship with the Company
N/A
(iii) Reason for Selecting the Scheduled Subscriber:
Subscribers other than CNAHC include securities investment and fund
management companies, securities companies, finance companies,
insurance institutional investors, qualified foreign institutional
investors and other qualified institutional that meet the
requirements of the CSRC. Any securities investment and fund
management company, securities company and qualified foreign
institutional investor and Renminbi qualified foreign institutional
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EDINET提出書類
エア・チャイナ・リミテッド(E05956)
外国会社臨時報告書
investor subscribing for the shares through two or more products
under their management shall be regarded as one Subscriber. Trust
companies, as Subscribers, are limited to use their own funds to
subscribe for the shares.
Apart from CNAHC, other Subscribers shall be determined by the Board
and its authorized persons, and upon discussions with the sponsor
(the lead underwriter) based on the subscription quotations of the
Subscribers within the authorization of the general meeting in
accordance with Implementation Rules and other relevant provisions
after obtaining the approval of the CSRC for the Non-public Issuance
of A Shares. If the national laws, administrative regulations,
departmental rules and normative documents provide new requirements
on the subscriber of non-public issuance of shares, the Company will
adjust accordingly according to the new requirements.
(iv) Number of Shares to be allotted:
27,932,960
(v) Policy of Holdings for Shares, etc.
Long-term holding
(vi) State of Funds, etc. Required for Payment:
Payment of the subscription money is complete.
(vii) Actual State of the Scheduled Subscriber:
To the best of the Company ’s knowledge, Jinan Jiangshan Investment
Partnership (Limited Partnership) is not related to any gangs.
b. Restriction(s) of the Transfer of the Shares, etc.:
N/A
c. Matters Concerning the Conditions of Issuance:
(i) Basis for Calculation of Issue Price
The Issue Price of the Non-public Issuance of A Shares shall not be
lower than 80% of the average trading price of A Shares in the 20
Shanghai Trading Days prior to the first day of the issuance period
of the Non-public Issuance of A Shares (the “ Pricing Benchmark
Date ” ) (excluding the Pricing Benchmark Date, the same below), and
the Company ’s audited net assets per share attributable to ordinary
shareholders of the parent company as at the end of the most recent
period prior to the Pricing Benchmark Date, whichever is higher.
(ii) Rationality of Conditions of Issuance
CNAHC A Share Subscription will enable the Company to obtain more
support from the controlling Shareholder and further enhance its
investment value. As one of the Subscribers of the Non-public
Issuance of A Shares, CNAHC shows its confidence in the future
development of the Company and its determination in continuously
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エア・チャイナ・リミテッド(E05956)
外国会社臨時報告書
supporting the development of the Company, which will facilitate the
enhancement of investment value of the Company, thereby maximizing
the interests of the Shareholders and effectively safeguarding the
interests of the minority Shareholders.
Based on the foregoing, the Directors (including the independent
non-executive Directors) are of the opinion that although the CNAHC
A Share Subscription is not entered into in the ordinary and usual
course of business of the Group, the terms and conditions of the
issue of new A Shares under the Non-public Issuance of A Shares and
the Share Subscription Agreement are fair and reasonable, on normal
commercial terms or better and in the interests of the Company and
its Shareholders as a whole.
The Non-public Issuance of A Shares is subject to:
(i) the approvals by the Shareholders at the EGM and the Class
Meetings, respectively; and
(ii) the approval by the CSRC, etc.
All conditions have been satisfied by December 8, 2022.
d. Matters Concerning Large Scale Third-Party Allotment:
N/A
e. State of Major Shareholder After the Third-Party Allotment:
No. Name of shareholder Address No. of shares Shareholding
Percentage
held
after
after allotment
allotment
1 CNAHC Room 101-C709, Floor 6,566,761,847 40.53%
1-9, Building 1, Yard
30, Tianzhu Road,
Shunyi District,
Beijing, China
2 Cathay Pacific 33rd Floor One 2,633,725,455 16.26%
Pacific Place 88
Queensway Hong
Kong
3 HKSCC Nominees Room 7/F, Vicwood 1,688,641,345 10.42%
Limited Plaza, 199 Des
Voeux Road
Central, Hong Kong
4 CNACG 5/F CNAC House 12 1,556,334,920 9.61%
Tung Fai Road Chek
Lap Kok, Islands,
Hong Kong
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エア・チャイナ・リミテッド(E05956)
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5 China China Pacific 311,302,365 1.92%
Securities Insurance
Finance Building， No. 28
Corporation Fengsheng Hutong，
Limited Xicheng District
Beijing
6 China National No.28, Tianzhu 248,999,258 1.54%
Aviation Fuel Road, A area,
Group Tianzhu Airport
Corporation Economic
Development Zone,
Shunyi District,
Beijing, P.R.
China
7 UBS AG Bahnhofstrasse 218,420,416 1.35%
45,8001 Zurich，
Switzerland
and
Aeschenvorstadt
1, 4051 Base1
Switzerland
8 Hong Kong 12 /F ONE 179,324,919 1.11%
Securities INTERNATIONAL
Clearing FINANCE CTR 1
Company HARBOUR VIEW ST
Limited CENTRAL HK
9 China Room 702, 7th 67,039,106 0.41%
Structural Floor, Winland
Reform Fund IFC, 7 Financial
Co., Ltd. Street, Beijing,
China
10 Basic Pension NA 58,092,370 0.36%
Fund 15022
Portfolio
Total 13,528,642,001 83.51%
f. Necessity of the Large Scale Third-Party Allotment:
N/A
g. Existence of Plan of Reverse Stock Split, Etc. and the Details
Thereof:
N/A
h. Other Informative Matters:
N/A
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