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.
(A joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock code: 00670)
OVERSEAS REGULATORY ANNOUNCEMENT
ANNOUNCEMENT ON THE PROVISION OF GUARANTEE FOR
SOME SUBSIDIARIES
This overseas regulatory announcement is made pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
The Company and all members of the Board warrant that the information set out in this announcement is true, accurate and complete and no false information, misleading statements or material omissions are contained herein.
IMPORTANT NOTICE
Balance of | |||||
guarantee | Availability | ||||
Name of | Debt asset | Amount of | actually | of counter | |
guaranteed party | ratio (%) | guarantee | provided | guarantee | Guarantor |
China United Airlines | 64.54% | Guarantee | |||
Co., Ltd. ("China | not provided | ||||
United Airlines") | previously | China | |||
Shanghai Eastern | 32.29% | The aggregate | Guarantee | ||
Eastern | |||||
Flight Training Co., | maximum | not provided | Airlines | ||
Ltd. ("Shanghai | previously | No | |||
limit being | Corporation | ||||
Flight Training") | |||||
RMB1 billion | Limited (the | ||||
China Eastern | 45.33% | Guarantee | |||
"Company") | |||||
Airlines Technology | not provided | ||||
Co., Ltd. ("Eastern | previously | ||||
Technology") | |||||
- Aggregate amount of overdue external guarantee: nil
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- OVERVIEW OF THE GUARANTEE
On 31 December 2019, the resolution regarding the provision of guarantee by the Company for some of its wholly-owned subsidiaries was considered and approved at the first ordinary meeting of the ninth session of the board of directors of the Company (the "Board"), pursuant to which it was agreed that the Company shall provide guarantee in the total amount of up to RMB1 billion to its three wholly-owned subsidiaries, namely China United Airlines, Shanghai Flight Training and Eastern Technology, or their respective wholly-owned subsidiaries.
- BASIC INFORMATION OF THE GUARANTEED PARTIES
- China United Airlines Co., Ltd.
- Registered address: Court 1, Western Zone, 6 Jingbei East Road, Fengtai District, Beijing;
- Legal representative: Feng Dehua;
- Registered capital: RMB1,320 million;
- Business scope: domestic (including Hong Kong, Macau and Taiwan) air passenger and cargo transportation business; international air passenger and cargo transportation business to the nearby countries; agency services among airlines companies; the service business in relation to air transportation operations; sales of pre-packaged food (including refrigerated and frozen food); retail of souvenir and items for aviation services; to place both domestic and overseas advertisements on its own media and the agency of advertising business of its branches; ticketing services; warehousing services; corporate management consulting; investment management and asset management; design, production, agency advertising; sales of art pieces, cosmetics, hygiene products, clothing, footwear and bags, cultural items, computers, software and auxiliary equipment, electronic products, household appliances, and jewelry; automobile rental (excluding passenger vehicles with more than 9 seats);
- 100% equity interests in China United Airlines are held by the Company;
- Financial position of the most recent year and period:
Unit: RMB | ||
As of | 31 December 2018 | 30 September 2019 |
Total assets | 12,473,699,168 | 15,846,176,507 |
Net assets | 4,133,664,838 | 4,845,435,310 |
Total liabilities | 8,340,034,330 | 11,290,334,262 |
Current liabilities | 4,545,172,746 | 3,531,934,388 |
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January to | January to | |
For the period from | December 2018 | September 2019 |
Revenue | 5,659,583,567 | 4,579,487,642 |
Net profit | 882,480,661 | 631,201,853 |
- Shanghai Eastern Flight Training Co., Ltd.
- Registered address: No. 518, Fasai Road, China (Shanghai) Pilot Free Trade Zone;
- Legal representative: Shi Fukang;
- Registered capital: RMB693.80 million;
- Business scope: provision of training for pilots and other flight-related crew, import and export of cargo and technology, leasing of self-owned properties as well as maintenance and research and development of aviation equipment, consultation of aviation industry knowhow (other than training), development and sales of computer software, conference services, leasing of self-owned equipment (other than financial leasing), and sales of flight simulator and components;
- 100% equity interests in Shanghai Flight Training are held by the Company;
- Financial position of the most recent year and period:
Unit: RMB | ||
As of | 31 December 2018 | 30 September 2019 |
Total assets | 2,237,260,794 | 2,196,334,848 |
Net assets | 1,249,836,589 | 1,461,331,985 |
Total liabilities | 987,424,205 | 735,002,863 |
Current liabilities | 641,235,387 | 405,808,886 |
January to | January to | |
For the period from | December 2018 | September 2019 |
Revenue | 874,570,390 | 514,248,345 |
Net profit | 396,713,095 | 211,495,396 |
- China Eastern Airlines Technology Co., Ltd.
- Registered address: No. 277, Kong Gang San Road, Hongqiao Airport, Changning District, Shanghai;
- Legal representative: Feng Liang;
- Registered capital: RMB4,300 million;
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- Business scope: Engineering services, aviation parts supply chain management, consultation, agency and investment business related to maintenance of aircraft, measurement services, product characteristic and property inspection services, maintenance and repair of aircraft/airframe, power devices, and aircraft components other than complete engine/propeller, as well as special-purpose operations; provision of training on civil aviation aircraft and repairing of civil aviation aircraft components, real estate leasing operation, and import and export of cargo and technology;
- 100% equity interests in Eastern Technology are held by the Company;
- Financial position of the most recent year and period:
Unit: RMB | ||
As of | 31 December 2018 | 30 September 2019 |
Total assets | 5,702,287,880 | 7,892,067,174 |
Net assets | 3,938,928,878 | 4,088,990,143 |
Total liabilities | 1,763,359,001 | 3,803,077,031 |
Current liabilities | 1,341,921,001 | 3,303,570,341 |
January to | January to | |
For the period from | December 2018 | September 2019 |
Revenue | 770,763,072 | 6,170,515,850 |
Net profit | -62,484,600 | 150,061,265 |
III. PARTICULARS OF THE GUARANTEE
Name of | Amount of | Type of | Method of | Term of | |
guaranteed party | guarantee | guarantee | guarantee | guarantee | Use |
China United | The | Credit | Joint liability | Same as the | Capital |
Airlines | aggregate | guarantee | guarantee | period of | requirements |
maximum | the subject | in daily | |||
Shanghai Flight | |||||
limit being | obligations of | operations, | |||
Training | |||||
RMB1 | the respective | transformation | |||
Eastern Technology | |||||
billion | guaranteed | and | |||
parties and | development | ||||
shall not | |||||
exceed 10 | |||||
years | |||||
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IV. OPINION OF THE BOARD
In recent years, as there has been an expansion in the business scale of the Company's subsidiaries, transformation of China United Airlines to becoming a low-cost airline, and the innovation in asset management approach by Eastern Technology which promoted the transformation of protective assets to operational assets, the capital expenditure of each of the Company's subsidiaries has increased. Given the Company's thorough understanding of the operating status, credit standing and debt servicing capability of its subsidiaries, and recognition that their financial risk is under control, the guarantee provided by the Company for its subsidiaries would further enhance the credit standing of its subsidiaries, reduce the finance cost and also secure the facilities required for their production and operation, reform and transformation to facilitate their sustainable and healthy development, thereby uplifting the overall operating level of the Company.
In view of the above, the Board agreed that: the Company shall provide, within the period from the effective date of the resolution to 31 December 2020, guarantee in the total amount of up to RMB1 billion to three wholly-owned subsidiaries, namely China United Airlines, Shanghai Flight Training and Eastern Technology, or their respective wholly- owned subsidiaries. Where the subject obligations are denominated in foreign currencies, the amounts shall be translated into Renminbi at the exchange rates prevailing at the time of provision of the guarantee. The period of guarantee shall be the same as the period of the subject obligations of the respective guaranteed parties and shall not exceed 10 years. The president of the Company shall be authorized to take charge of the detailed implementation thereof, and the implementation progress shall be reported to the Board.
After prior review, the independent non-executive directors of the Company agreed to the Company's provision of guarantee for its subsidiaries and to putting forward the relevant resolution to the Board for its consideration and approval. The independent opinions issued by the independent non-executive directors are as follows: the Company's provision of guarantee for its subsidiaries would be beneficial in enhancing the credit standing of the guaranteed parties and securing the facilities required for their production and operation to facilitate their sustainable and healthy development, and therefore be in the interest of the Company and its shareholders as a whole.
The Board's resolution regarding the provision of guarantee by the Company for some of its subsidiaries has been approved by more than two-thirds of the directors of the Company present in the meeting, in addition to the consent granted by more than half of all directors of the Company. The voting procedures of the meeting complied with laws and regulations, the articles of association of the Company and the rules for procedures of meeting of the Board.
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- AGGREGATE AMOUNT OF EXTERNAL GUARANTEES AND OVERDUE GUARANTEES
As of the date of this announcement, the Company's external guarantees are for its wholly-owned subsidiaries, including SGD0.5 billion (being a guarantee for the issuance of SGD-denominated bonds), KRW300 billion (being a guarantee for the issuance of KRW-denominated bonds) and RMB2.2 billion, and the aforesaid are in aggregate equivalent to approximately RMB6.527 billion. Such amount in aggregate represents 11% of the latest audited net assets of the Company. There is no overdue guarantee of the Company.
By order of the Board
CHINA EASTERN AIRLINES CORPORATION LIMITED
Wang Jian
Company Secretary
Shanghai, the People's Republic of China
31 December 2019
As at the date of this announcement, the directors of the Company include Liu Shaoyong (Chairman), Li Yangmin (Vice Chairman), Tang Bing (Director), Wang Junjin (Director), Lin Wanli (Independent non-executive Director), Shao Ruiqing (Independent non-executive Director), Cai Hongping (Independent non-executive Director), Dong Xuebo (Independent non- executive Director) and Yuan Jun (Employee Representative Director).
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China Eastern Airlines Corporation Ltd. published this content on 31 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 December 2019 13:16:03 UTC