Amendment to Program Information

Transcription

1 Amendment to Program Information

2 AMENDMENT TO PROGRAM INFORMATION Type of Information: Amendment to Program Information Date of Announcement: 14 February 2018 Issuer Name: Name and Title of Representative: Ma Xulun President and Vice Chairman Address of Head Office: Kong Gang San Road, Number 92 Shanghai, People s Republic of China Telephone: Contact Person: Attorney-in-Fact: Seishi Ikeda, Attorney-at-law Hiroki Watanabe, Attorney-at-law Baker & McKenzie (Gaikokuho Joint Enterprise) Address: Ark Hills Sengokuyama Mori Tower, 28th Floor 9-10, Roppongi 1-chome, Minato-ku, Tokyo, Japan Telephone: Type of Securities: Address of Website for Announcement: Status of Submission of Annual Securities Reports or Issuer Filing Information: Name of the (Joint) Lead Manager(s) (for the purpose of this Program Information) Bonds nt/index.html None Joint Lead Managers for Guaranteed Bonds: SMBC Nikko Capital Markets Limited DBJ Securities Co. Ltd. Joint Lead Managers for ICBC LC Bonds and BOC LC Bonds: Bank of China Limited Mizuho Securities Asia Limited SMBC Nikko Capital Markets Limited Daiwa Capital Markets Singapore Limited Morgan Stanley & Co. International plc Nomura International plc Information on Original Program Information: Date of Announcement 2 February 2018 Scheduled Issuance Period: 2 February 2018 to 1 February 2019 Maximum Outstanding Issuance Amount: JPY 50 billion This amendment, consisting of this cover page and the supplement offering circular d 14 February 2018 to the Offering Circular d 2 February 2018, is filed to supplement certain information to the Program Information d 2 February This amendment constitutes an integral part of the Program Information and shall be read in conjunction with it.

3 SUPPLEMENTAL OFFERING CIRCULAR DATED 14 FEBRUARY 2018 (A joint stock limited company incorporated in the People s Republic of China with limited liability) (HKSE Stock Code: 00670) CREDIT ENHANCED BONDS ISSUANCE PROGRAMME This supplemental offering circular (the Supplemental Offering Circular ) to the Offering Circular d 2 February 2018 (the Offering Circular ) is prepared in connection with the Credit Enhanced Bonds Issuance Programme (the Programme ) of (the Issuer ). Terms defined in the Offering Circular have the same meaning when used in this Supplemental Offering Circular. This Supplemental Offering Circular is supplemental to, and should be read in conjunction with, the Offering Circular. The Issuer accepts responsibility for the information contained in this Supplemental Offering Circular. The purpose of this Supplemental Offering Circular is to: (i) (ii) (iii) provide additional information on how the Guarantee Maximum Limit and LC Maximum Limit (as set out in Conditions 2(b) and 2(c), respectively, and to be completed in paragraph 3(iii) of the relevant Pricing Term Sheet) are expected to be determined; add two diagrams in relation to the SBLCs; and confirm the legal entity identifier of the Issuer in the section entitled General Information. To the extent that there is any inconsistency between (a) any statement in this Supplemental Offering Circular (other than with respect to the diagrams described in (ii) above) and (b) any other statement in the Offering Circular, the statements in (a) above will prevail with effect from the hereof. Guarantee Maximum Limit and LC Maximum Limit It is currently expected that the Guarantee Maximum Limit in respect of any particular Series of Guaranteed Bonds and the LC Maximum Limit in respect of any particular Series of LC Bonds will be set at no less than 105 per cent. of the Aggregate Principal Amount of the relevant Series, subject to agreement between the Issuer and the Guarantor or, as the case may be, the relevant LC Bank. The Guarantee Maximum Limit or the LC Maximum Limit, as the case may be, in respect of any particular Series will be specified in the Pricing Term Sheet applicable to such Series. Diagrams relating to the SBLCs The following diagram provides a summary of the offering structure for the LC Bonds. It is not intended to be comprehensive and should be read in conjunction with the Terms and Conditions and the relevant SBLC. This diagram is provided purely for illustrative purposes and shall not in any way affect the interpretation of the Terms and Conditions or the SBLCs. 1

4 Standby LC:If the has failed to receive the relevant amount by no later than 10 business days prior to the due, then the Trustee will make a demand on the relevant LC Bank (the Demand ). Within 4~5 business days upon receipt of the Demand, the relevant LC Bank will pay the amount specified in the Demand (interest, principal and/or other amounts) to the LC designated by the Trustee. Case A: Interest and principal payment without Failure or Event of Default Investors China Eastern Airline Corp Pay due amount to 10 Business Days prior to relevant due Pay interest/ principal by 2 Business Days prior to the relevant due Trustee (Beneficiary) Pay interest/principal on the relevant due LC Bank Guarantee of interest/principal and other amounts Principal Paying Agent (Collect and remit) Case B: Interest and principal payment upon occurrence of Failure or Event of Default Investors China Eastern Airline Corp Notice of Prefunding failure Trustee (Beneficiary) Pay interest/principal on the relevant due Demand payment of interest/ principal and other amounts Principal Paying Agent (Collect and remit) LC Bank Upon receipt of a Demand, LC Bank to pay due amount within 4~5 Business Days to the LC LC Proceeds 6 Note: Payment from the or the LC Bank will be made to the Principal Paying Agent, which will be receiving such funds to enable onward payment to Bondholders on the relevant due. The following diagram provides a summary of the payment timeline for the LC Bonds. It is not intended to be comprehensive and should be read in conjunction with the Terms and Conditions and the relevant SBLC. This diagram is provided purely for illustrative purposes and shall not in any way affect the interpretation of the Terms and Conditions or the SBLCs. 2

5 Issuer to pay or procure to be paid the Relevant Amount into the relevant Prefunding Account Issuer to deliver to the Trustee and the Principal Paying Agent the Required Confirmations By no later than 5:00 p.m. (Hong Kong Time), the Trustee shall issue the Demand to LC Bank If receiving the Demand by 6:00 p.m. (Hong Kong Time), the LC Bank shall pay the designated amount to the relevant LC Proceeds Account by T-4, and if after 6:00 p.m. (Hong Kong Time), by T-3 (When receiving the Demand by 6:00 p.m. (Hong Kong Time) on T-8) by 11:00 a.m. (Hong Kong Time), the LC Bank shall pay or to the order of the Trustee the amount in Japanese yen specified in the Demand to the relevant LC Proceeds Account Principal Paying Agent to pay funds into Euroclear/ Clearstream T-10 T-8 T-4 T Date T-9 T-3 T-2 Notification from Account Bank to Trustee Demand from Trustee to LC Bank Payment from LC Bank to LC Payment from LC Bank to LC Bank Payment from LC Bank to Principal Paying Agent Interest/Principal Payment Date By 10:00 a.m. (Hong Kong Time), if the Relevant Amount has not been paid into the relevant Account in full and the has notified the Trustee of such failure, or the Trustee doesn't receive the Required Confirmations, the Trustee shall issue a Demand to the LC Bank for the Relevant Amount (When receiving the Demand after 6:00 p.m. (Hong Kong Time) on T-8) by 11:00 a.m. (Hong Kong Time), the LC Bank shall pay or to the order of the Trustee the amount in Japanese yen specified in the Demand to the relevant LC By 11:00 a.m. (Hong Kong Time), the LC Proceeds shall pay to the Principal Paying Agent Legal Entity Identifier The legal entity identifier of the Issuer is KIOQE39Q7Y685. 3