Form 6-K CHINA SOUTHERN AIRLINES For: Jun 23

June 23, 2021 6:14 AM EDT

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

 

 

FORM 6-K

 

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

June 23, 2021

 

 

CHINA SOUTHERN AIRLINES COMPANY LIMITED

 

 

68 Qi Xin Road

Guangzhou, 510403

People’s Republic of China

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  ☒            Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes  ☐    No  ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): _N/A_

 

 

 


China Southern Airlines Company Limited (the “Company”) published the following announcements on June 22, 2021 on the Hong Kong Stock Exchange’s website at:

https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0622/2021062201047.pdf, in relation to the change of president and appointment of vice chairman;

https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0622/2021062201051.pdf, in relation to the list of directors and their role and function;

https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0622/2021062201085.pdf, in relation to the reduction of the proportion of “Nanhang Convertible Bonds” held by controlling shareholder by 10% due to the conversion of the convertible bonds; and

https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0622/2021062201091.pdf, in relation to the changes in equity as a result of increase in shares held by the controlling shareholder due to the conversion of the convertible bonds.

The announcements in English are included as exhibits to this Form 6-K.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

CHINA SOUTHERN AIRLINES COMPANY LIMITED

By:  

/s/ Xie Bing

Name: Xie Bing
Title: Company Secretary

Date: June 23, 2021

Exhibit 99.1

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.

 

LOGO

ANNOUNCEMENT

CHANGE OF PRESIDENT

AND

APPOINTMENT OF VICE CHAIRMAN

Change of President

The board of directors (the “Board”) of China Southern Airlines Company Limited (the “Company”) hereby announces that Mr. Ma Xu Lun (“Mr. Ma”), the chairman and president of the Company, has resigned from the president of the Company, effective from 22 June 2021 due to re-arrangement of work. Mr. Ma confirms that he has no disagreement with the Board and there are no other matters in relation to his resignation that need to be brought to the attention of The Stock Exchange of Hong Kong Limited and the shareholders of the Company. Mr. Ma will continue to be the chairman of the Company.

The Board is pleased to announce that, with reference to the review opinion and recommendation of the nomination committee of the Board, it has agreed to appoint Mr. Han Wen Sheng (“Mr. Han”), an executive director of the Company, as the president of the Company, effective from 22 June 2021. The biographical details of Mr. Han are set out below.

Mr. Han Wen Sheng, male, born in January 1967 (aged 54), graduated from the Management Department of Tianjin University, majoring in engineering management, with qualification of a master’s degree. He obtained a master’s degree of Engineering and is an economist. He began his career in August 1987 and joined the Chinese Communist Party in May 1985. He served as the Deputy Director General of Cadre Training Center of the Company, the Director of The Research Bureau of the Company, the General Manager of the Labour Department and the Secretary of the CPC General Committee of the Company, the Deputy Director General and a member of Party Committee of the Commercial Steering Committee, the General Manager as well as the Deputy Party Secretary of the Sales and Marketing Department of the Company, and the General Manager and Deputy Party Secretary of Shanghai base. He acted as the Deputy Party Secretary and the Deputy Director General of the Commercial Steering Committee of the Company since December 2009 and the Party Secretary and the Deputy Director General of the Commercial Steering Committee of the Company since October 2011. He served as the Vice President and the Party Member of China Southern Air Holding Company Limited from October 2016. From November 2017, he served as the Vice President and the Party Member of China Southern Air Holding Company Limited and the Vice President and Party Member of the Company. He was appointed as a Director and the Deputy Party Secretary of China Southern Air Holding Company Limited and the Vice President of the Company in November 2018. From December 2018, he served as the Deputy Party Secretary of the Company. In January 2019, he served as a Director and Deputy Party Secretary of China Southern Air Holding Company Limited. In May 2019, he served as a Director of the Company. Currently, he also acts as the Vice Chairman of Sichuan Airlines Corporation Limited and the standing committee member of the 12th session of Guangdong Provincial Committee of Chinese People’s Political Consultative Conference.


Mr. Han will not receive any remuneration for his role as the president of the Company.

As at the date of this announcement, save as disclosed, Mr. Han (i) had not held any directorships in other publicly listed companies in the last three years; (ii) had not had any relationship with any other directors, supervisors, senior management, substantial or controlling shareholders of the Company; and (iii) had not had any interests in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

There is no other matter that needs to be brought to the attention of the holders of securities of the Company in connection with the above-mentioned appointment, nor is there any other information to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

Appointment of Vice Chairman

The Board concurrently announces that it has appointed Mr. Han as the vice chairman of the Company, effective from 22 June 2021.

By order of the Board

China Southern Airlines Company Limited

Xie Bing

Company Secretary

Guangzhou, the People’s Republic of China

22 June 2021

As at the date of this announcement, the directors include Ma Xu Lun and Han Wen Sheng as executive directors; and Liu Chang Le, Gu Hui Zhong, Guo Wei and Yan Andrew Y as independent non-executive directors.

Exhibit 99.2

 

LOGO

List of Directors and their Role and Function

The members of the board of Directors (“Board”) of China Southern Airlines Company Limited are set out below.

Executive Directors

Ma Xu Lun (Chairman)

Han Wen Sheng (Vice Chairman and President)

Independent Non-Executive Directors

Liu Chang Le

Gu Hui Zhong

Guo Wei

Yan Andrew Y

There are five Board committees. The table below provides membership information of these committees on which each Board member serves.

 

Director/Board Commitee

  

Audit and

Risk Management
Committee

  

Remuneration
and Assessment
Committee

  

Nomination
Committee

  

Strategic

and

Investment Committee

  

Aviation

Safety

Committee

Ma Xu Lun

         M    C    C

Han Wen Sheng

      M          M

Liu Chang Le

         M    M   

Gu Hui Zhong

   C    M    C    M   

Guo Wei

   M    C          M

Yan Andrew Y

   M            

Notes:

C    Chairman of the relevant Board committee
M    Member of the relevant Board committee

Guangzhou, the People’s Republic of China

22 June 2021

 

1

Exhibit 99.3

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.

 

LOGO

OVERSEAS REGULATORY ANNOUNCEMENT

This announcement is published pursuant to rules 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

As China Southern Airlines Company Limited has published the “Announcement of China Southern Airlines Company Limited on the Reduction of the Proportion of ‘Nanhang Convertible Bonds’ Held by Controlling Shareholder by 10% due to the Conversion of the Convertible Bonds” on the Shanghai Stock Exchange, the full text of the announcement is set out below for information purpose.

By order of the Board

China Southern Airlines Company Limited

Xie Bing

Company Secretary

Guangzhou, the People’s Republic of China

22 June 2021

As at the date of this announcement, the Directors include Ma Xu Lun and Han Wen Sheng as executive Directors; and Liu Chang Le, Gu Hui Zhong, Guo Wei and YAN Andrew Y as independent non-executive Directors.


Stock Short Name: CSA    Stock Code: 600029    Notice No.: LIN 2021-027
Bond Abbreviation: Nanhang Convertible Bonds    Bond Code: 110075

ANNOUNCEMENT OF CHINA SOUTHERN AIRLINES COMPANY LIMITED

ON THE REDUCTION OF THE PROPORTION OF “NANHANG CONVERTIBLE

BONDS” HELD BY CONTROLLING SHAREHOLDER BY 10% DUE TO THE

CONVERSION OF THE CONVERTIBLE BONDS

The board (the “Board”) of directors (the “Directors”) of the Company and all of its members confirm that the contents of this announcement do not contain misrepresentations, misleading statements or material omission, and jointly and severally accept full responsibilities for the truthfulness, accuracy and completeness of the information contained in this announcement.

 

  I.

Related Information of the Convertible Bonds

As approved by the Approval of China Southern Airlines Company Limited’s Public Issuance of Convertible Corporate Bonds (Zheng Jian Xu Ke [2020] No. 2264) issued by the China Securities Regulatory Commission, China Southern Airlines Company Limited (the “Company”) publicly issued a number of 160 million convertible corporate bonds of the Company (the “Nanhang Convertible Bonds” or “Convertible Bonds”) at a nominal value of RMB100 each on 15 October 2020, with a total amount of RMB16 billion. Pursuant to the approval of the Shanghai Stock Exchange Self-discipline Supervision Decision [2020] No. 355, the Convertible Bonds of the Company with an amount of RMB16 billion were listed on the Shanghai Stock Exchange on 3 November 2020 with the bond abbreviation of “Nanhang Convertible Bonds (南航轉債)” and the bond code of “110075”. According to relevant provisions of the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange and the Prospectus on the Public Issuance of the A Share Convertible Corporate Bonds of China Southern Airlines Company Limited, the Nanhang Convertible Bonds may be converted into A ordinary shares of the Company from 21 April 2021.

The Company received a notice on 21 June 2021 from China Southern Air Holding Company Limited (the “CSAH”), the controlling shareholder of the Company, notifying that CASH had fully converted the Nanhang Convertible Bonds with an amount of RMB10,102,758,000 held by it into A Shares of the Company through the trading system of the Shanghai Stock Exchange on 18 June, with the number of shares converted being 1,619,031,728 shares. After this share conversion, CASH and its concert parties are holding a total number of 10,880,881,085 shares of RMB ordinary shares and overseas listed foreign shares of the Company, and CASH no longer holds the Nanhang Convertible Bonds. For details of the conversion of the Convertible Bonds, please refer to Indicative Announcement of China Southern Airlines Company Limited on the Equity Change as a Result of Increase in Shares Held by the Controlling Shareholder due to the Conversion of the Convertible Bonds published by the Company on the same date.


The reduced amount of the Convertible Bonds held by CSAH due to conversion of the Convertible Bonds represented approximately 63.14% of the total issuance amount of the Nanhang Convertible Bonds, being in exceed of 10% of the total issuance amount of the Nanhang Convertible Bonds. Before this conversion of the Convertible Bonds, the Nanhang Convertible Bonds held by CSAH amounted to RMB10,102,758,000, representing approximately 63.14% of the total issuance amount of the Nanhang Convertible Bonds. After this conversion of the Convertible Bonds, CASH no longer holds the Nanhang Convertible Bonds.

 

  II.

Change in Share Capital

 

                 Unit: Share  

Types of

shares

   Before the
change
(20 April 2021)
     Cumulative number
of shares converted
of the Convertible
Bonds
     Upon the
change
(18 June 2021)
 

Shares subject to restrictions on sales

   RMB ordinary shares      2,942,637,115        0        2,942,637,115  
   Overseas listed foreign shares      1,209,621,577        0        1,209,621,577  

Shares not subject to restrictions on sales

   RMB ordinary shares      8,111,520,431        1,619,097,046        9,730,617,477  
   Overseas listed foreign shares      3,065,523,272        0        3,065,523,272  
     

 

 

    

 

 

    

 

 

 

Total number of shares

     15,329,302,395        1,619,097,046        16,948,399,441  
     

 

 

    

 

 

    

 

 

 

Board of Directors of

China Southern Airlines Company Limited

22 June 2021

Exhibit 99.4

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.

 

LOGO

OVERSEAS REGULATORY ANNOUNCEMENT

This announcement is published pursuant to rules 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

As China Southern Airlines Company Limited has published the “Indicative Announcement of China Southern Airlines Company Limited on the Changes in Equity as a Result of Increase in Shares Held by the Controlling Shareholder due to the Conversion of the Convertible Bonds” on the Shanghai Stock Exchange, the full text of the announcement is set out below for information purpose.

By order of the Board

China Southern Airlines Company Limited

Xie Bing

Company Secretary

Guangzhou, the People’s Republic of China

22 June 2021

As at the date of this announcement, the Directors include Ma Xu Lun and Han Wen Sheng as executive Directors; and Liu Chang Le, Gu Hui Zhong, Guo Wei and YAN Andrew Y as independent non-executive Directors.


Stock Short Name: CSA    Stock Code: 600029    Notice No.: LIN 2021-028
Bond Abbreviation: Nanhang Convertible Bonds    Bond Code: 110075

INDICATIVE ANNOUNCEMENT OF CHINA SOUTHERN AIRLINES COMPANY

LIMITED ON THE CHANGES IN EQUITY AS A RESULT OF INCREASE IN

SHARES HELD BY THE CONTROLLING SHAREHOLDER DUE TO THE

CONVERSION OF THE CONVERTIBLE BONDS

The board (the “Board”) of directors (the “Directors”) of the Company and all of its members confirm that the contents of this announcement do not contain misrepresentations, misleading statements or material omission, and jointly and severally accept full responsibilities for the truthfulness, accuracy and completeness of the information contained in this announcement.

Important Notice:

 

   

On 18 June 2021, CSAH, the controlling shareholder of the Company, fully converted the Nanhang Convertible Bonds with an amount of RMB10,102,758,000 held by it into A Shares of the Company through the trading system of the Shanghai Stock Exchange. After this share conversion, the percentage of shares of the Company held by CSAH and its concert parties increased by approximately 3.78 percentage points from approximately 60.42% to approximately 64.20%. According to the relevant regulatory rules, CSAH is exempted from making an offer in respect of the equity change.

 

   

The equity change will not change the controlling shareholder of the Company.

 

  I.

Basic Information of the Equity Change

 

  (I)

Basic information of the obligator of information disclosure

 

Company name

  

China Southern Air Holding Company Limited

Domicile    Baiyun International Airport, Guangzhou, Guangdong Province
Legal representative    Ma Xu Lun
Unified social credit code    91440000100005896P
Date of establishment    9 April 1987
Type of company    Limited liability company (State-controlled)
Registered capital    RMB17,767,593,371
Business scope    Operating all state-owned assets and state-owned equity resulting from investment of the state in the company and its invested entities.


  (II)

Information of the equity change

As approved by the Approval of China Southern Airlines Company Limited’s Public Issuance of Convertible Corporate Bonds (Zheng Jian Xu Ke [2020] No. 2264) issued by the China Securities Regulatory Commission, China Southern Airlines Company Limited (the “Company”) publicly issued a number of 160 million convertible corporate bonds of the Company (the “Nanhang Convertible Bonds” or “Convertible Bonds”) at a nominal value of RMB100 each on 15 October 2020, with a total amount of RMB16 billion.

Pursuant to the approval of the Shanghai Stock Exchange Self-discipline Supervision Decision [2020] No. 355, the Convertible Bonds with an amount of RMB16 billion were listed on the Shanghai Stock Exchange on 3 November 2020 with the bond abbreviation of “Nanhang Convertible Bonds (南航轉債)” and the bond code of “110075”. The conversion period is six years from 21 April 2021, and the initial conversion price is RMB6.24 per share.

The Company received a notice on 21 June 2021 from China Southern Air Holding Company Limited (the “CSAH”), the controlling shareholder of the Company, notifying that CASH had fully converted the Nanhang Convertible Bonds with an amount of RMB10,102,758,000 held by it into A Shares of the Company through the trading system of the Shanghai Stock Exchange on 18 June, with the number of shares converted being 1,619,031,728 shares, representing approximately 10.56% of total issued shares of the Company before the conversion of the Convertible Bonds.

From 21 April 2021 to 18 June 2021, a total of RMB10,103,166,000 of Nanhang Convertible Bonds were converted into A Shares of the Company, and the total number of shares being converted was 1,619,097,046. As of 18 June 2021, total shares of the Company increased to 16,948,399,441 shares.

Before this share conversion, CSAH and its concert parties held a total number of 9,261,849,357 shares of RMB ordinary shares and overseas listed foreign shares of the Company, and CSAH held Nanhang Convertible Bonds with an amount of RMB10,102,758,000, representing approximately 63.14% of the total issuance amount of the Nanhang Convertible Bonds. After this share conversion, CASH and its concert parties are holding a total number of 10,880,881,085 shares of RMB ordinary shares and overseas listed foreign shares of the Company, with the shareholding percentage increased by approximately 3.78 percentage points from approximately 60.42% to approximately 64.20%, and CASH no longer holds the Nanhang Convertible Bonds. The details are as follows:


Name of shareholders

  

Period of change

  

Method of change

   Shares held before the change      Shares held upon the change  
   Number of
shares held
(shares)
     Shareholding
percentage
(%)
     Number of
shares held
(shares)
     Shareholding
percentage
(%)
 

China Southern Air Holding Company Limited

   21 April 2021 to 18 June 2021   

Increase of number of

shares held and shareholding percentage due to the conversion of Convertible Bonds of the Company

     6,981,865,780        45.55        8,600,897,508        50.75  

Nan Lung Holding Limited

   Not applicable      2,248,833,577        14.67        2,248,833,577        13.27  

Perfect Lines (Hong Kong) Limited

   Not applicable      31,150,000        0.2        31,150,000        0.18  
        

 

 

    

 

 

    

 

 

    

 

 

 

                                     Total

        9,261,849,357        60.42        10,880,881,085        64.20  
        

 

 

    

 

 

    

 

 

    

 

 

 

 

  II.

Subsequent Events

 

  1.

The equity change will not change the controlling shareholder of the Company.

 

  2.

The equity change does not involve in a disclosure of change of equity interests report by the obligator of information disclosure.

 

  3.

The equity change is an increase of shareholding percentage due to the conversion of the Convertible Bonds of the Company held by the obligator of information disclosure, which is exempted from making an offer.

The Company will strictly comply with the provisions and requirements of relevant laws and regulations, and perform the information disclosure obligations in a timely manner. Investors are advised to make cautious decisions and be aware of the risks associated with investment.

Board of Directors of

China Southern Airlines Company Limited

22 June 2021



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