6-K
CHINA SOUTHERN AIRLINES CO LTD (CHKIF)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 6-K
Report ofForeign Private Issuer
Pursuant to Rule 13a-16 or15d-16
of the Securities Exchange Act of 1934
July 2, 2021
CHINASOUTHERN 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 announcement on June 30, 2021 on the Hong Kong Stock Exchange’s website at:
https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0630/2021063001464.pdf, in relation to the poll results of 2020 annual general meeting.
The announcement in English is included as an exhibit 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: July 2, 2021
EX-99.1
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 norepresentation 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 limitedliability)
(Stock Code: 1055)
POLL RESULTS OF 2020 ANNUAL GENERAL
MEETING
The board (the “Board”) of directors (the “Directors”) of China Southern Airlines Company Limited (the “Company”) and all of its members confirm that this announcement does not contain any misrepresentation, misleading statement or material omission, and jointly and severally accept full responsibility for the truthfulness, accuracy and completeness of the contents of this announcement.
POLL RESULTS OF AGM
The annual general meeting for the year 2020 of the Company (the “AGM”) was held at 9:30 a.m. on Wednesday, 30 June 2021 at No. 3301 Conference Room, 33rd Floor, China Southern Airlines Building, No. 68 Qixin Road, Bai Yun District, Guangzhou, Guangdong Province, the PRC. The AGM was convened by the Board and was chaired and presided over by Mr. Ma Xu Lun, the chairman of the Company. Some Directors and supervisors of the Company attended the AGM. Some members of the senior management of the Company also attended the AGM. None of the resolutions proposed at the AGM were being vetoed or amended.
The total number of shares of the Company (the “Shares”) entitling the holders to attend and vote for or against the resolutions proposed at the AGM was 15,329,362,753 Shares. 65 shareholders of the Company (the “Shareholders”) and authorized proxies holding an aggregate of 11,447,493,853 Shares carrying voting rights, representing approximately 74.68% of the total number of voting Shares of the Company, were present at the AGM.
| Number of Shareholders and authorized proxies attended the AGM | 65 |
|---|---|
| Of which: number of A Shareholders | 61 |
| number of H Shareholders | 4 |
| Total number of voting Shares held (Shares) | 11,447,493,853 |
| Of which: total number of Shares held by A Shareholders | 8,136,558,057 |
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| total number of Shares held by H Shareholders | 3,310,935,796 |
|---|---|
| Percentage of the total number of voting Shares of the Company (%) | 74.68 |
| Of which: percentage of total number of Shares held by A Shareholders (%) | 53.08 |
| percentage of total number of Shares held by H Shareholders (%) | 21.60 |
No Shareholder was required to abstain from voting on the resolutions at the AGM pursuant to The Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “Listing Rules”). There were no Shareholders who were entitled to attend but were required to abstain from voting in favor of the resolutions at the AGM pursuant to Rule 13.40 of the Listing Rules.
All resolutions as set out in the notice of the AGM were duly passed and the poll results are as follows:
Ordinary Resolutions
| 1. | Resolution: The Report of the Directors of the Company for the year 2020 |
|---|
Result: Passed
Details:
| Types | For | Against | Abstain | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Votes | Percentage(%) | Votes | Percentage(%) | Votes | Percentage(%) | |||||||
| A Shares | 8,135,040,142 | 99.9813 | 1,358,215 | 0.0167 | 159,700 | 0.0020 | ||||||
| H Shares | 3,293,271,811 | 99.4665 | 5,662,085 | 0.1710 | 12,001,900 | 0.3625 | ||||||
| Total | 11,428,311,953 | 99.8325 | 7,020,300 | 0.0613 | 12,161,600 | 0.1062 | ||||||
| 2. | Resolution: The Report of the Supervisory Committee of the Company for the year 2020<br> | |||||||||||
| --- | --- |
Result: Passed
Details:
| Types | For | Against | Abstain | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Votes | Percentage(%) | Votes | Percentage(%) | Votes | Percentage(%) | |||||||
| A Shares | 8,135,592,342 | 99.9881 | 806,115 | 0.0099 | 159,600 | 0.0020 | ||||||
| H Shares | 3,294,315,161 | 99.4980 | 4,618,235 | 0.1395 | 12,002,400 | 0.3625 | ||||||
| Total | 11,429,907,503 | 99.8464 | 5,424,350 | 0.0474 | 12,162,000 | 0.1062 | ||||||
| 3. | Resolution: The audited consolidated financial statements of the Company for the year 2020<br> | |||||||||||
| --- | --- |
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Result: Passed
Details:
| Types | For | Against | Abstain | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Votes | Percentage(%) | Votes | Percentage(%) | Votes | Percentage(%) | |||||||
| A Shares | 8,135,773,842 | 99.9903 | 624,515 | 0.0077 | 159,700 | 0.0020 | ||||||
| H Shares | 3,295,446,356 | 99.5322 | 3,487,940 | 0.1053 | 12,001,500 | 0.3625 | ||||||
| Total | 11,431,220,198 | 99.8579 | 4,112,455 | 0.0359 | 12,161,200 | 0.1062 | ||||||
| 4. | Resolution: The profit distribution proposal of the Company for the year 2020 | |||||||||||
| --- | --- |
Result: Passed
Details:
| Types | For | Against | Abstain | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Votes | Percentage(%) | Votes | Percentage(%) | Votes | Percentage(%) | |||||||
| A Shares | 8,136,477,942 | 99.9989 | 80,015 | 0.0010 | 100 | 0.0001 | ||||||
| H Shares | 3,299,967,696 | 99.6687 | 129,400 | 0.0039 | 10,838,700 | 0.3274 | ||||||
| Total | 11,436,445,638 | 99.9035 | 209,415 | 0.0018 | 10,838,800 | 0.0947 | ||||||
| 5. | Resolution: The appointment of external auditor | |||||||||||
| --- | --- |
Result: Passed
Details:
| Types | For | Against | Abstain | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Votes | Percentage(%) | Votes | Percentage(%) | Votes | Percentage(%) | |||||||
| A Shares | 8,136,357,942 | 99.9975 | 197,715 | 0.0024 | 2,400 | 0.0001 | ||||||
| H Shares | 3,299,818,746 | 99.6643 | 349,000 | 0.0105 | 10,768,050 | 0.3252 | ||||||
| Total | 11,436,176,688 | 99.9011 | 546,715 | 0.0048 | 10,770,450 | 0.0941 |
Special Resolutions
| 6. | Resolution: To authorize the board of directors to issue shares under the general mandate<br> |
|---|
Result: Passed
Details:
| Types | For | Against | Abstain | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Votes | Percentage(%) | Votes | Percentage(%) | Votes | Percentage(%) | |||||||
| A Shares | 8,077,255,037 | 99.2711 | 59,300,720 | 0.7288 | 2,300 | 0.0001 | ||||||
| H Shares | 2,934,387,543 | 88.6272 | 365,779,753 | 11.0476 | 10,768,500 | 0.3252 | ||||||
| Total | 11,011,642,580 | 96.1926 | 425,080,473 | 3.7133 | 10,770,800 | 0.0941 | ||||||
| 7. | Resolution: To authorize the board of directors to issue the debt financing instruments under the<br>general mandate | |||||||||||
| --- | --- |
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Result: Passed
Details:
| Types | For | Against | Abstain | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Votes | Percentage(%) | Votes | Percentage(%) | Votes | Percentage(%) | |||||||
| A Shares | 8,073,144,057 | 99.2206 | 50,593,543 | 0.6218 | 12,820,457 | 0.1576 | ||||||
| H Shares | 2,889,213,574 | 87.2628 | 344,533,955 | 10.4059 | 77,188,267 | 2.3313 | ||||||
| Total | 10,962,357,631 | 95.7620 | 395,127,498 | 3.4517 | 90,008,724 | 0.7863 |
Additional Ordinary Resolution
| 8. | Resolution: To authorize Xiamen Airlines Company Limited on the provision of guarantees to its<br>subsidiaries |
|---|
Result: Passed
Details:
| Types | For | Against | Abstain | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Votes | Percentage(%) | Votes | Percentage(%) | Votes | Percentage(%) | |||||||
| A Shares | 8,066,251,688 | 99.1358 | 70,304,969 | 0.8641 | 1,400 | 0.0001 | ||||||
| H Shares | 2,956,553,182 | 89.2966 | 343,513,514 | 10.3751 | 10,869,100 | 0.3283 | ||||||
| Total | 11,022,804,870 | 96.2901 | 413,818,483 | 3.6149 | 10,870,500 | 0.0950 |
More than 50% of the total valid voting rights held by attending Shareholders and authorized proxies were cast in favour of resolutions No. 1 to No. 5 and No. 8 at the AGM. More than 2/3 of the total valid voting rights held by attending Shareholders and authorized proxies were cast in favour of resolutions No. 6 to No. 7 at the AGM.
According to the requirements of the Listing Rules, KPMG was appointed as the scrutineer in respect of votings at the AGM. (Note)
Lv Hui and Huang Liang, PRC lawyers from Beijing Dentons Law Offices, LLP (Guangzhou), attended the AGM and issued legal opinions stating that the convening, holding and voting procedures of the AGM are in compliance with the PRC Company Law, the Regulation of the Shareholders’ General Meetings of a Listed Company and other relevant laws, regulations and normative documents, and the articles of association of the Company, and that the eligibility of the persons who attended or were present at the AGM and the convener are lawful and valid, and that the voting results of the AGM and the resolutions passed at the AGM are lawful and valid.
Note: Scope of work of KPMG
The poll results were subject to scrutiny by KPMG, Certified Public Accountants, whose work was limited to certain procedures requested bythe Company to agree the poll results summary prepared by the Company to poll forms collected and provided by the Company to KPMG. The work performed by KPMG in this respect did not constitute an assurance engagement made in accordance with HongKong Standards on Auditing, Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the Hong Kong Institute of Certified Public Accountants nor did it include provision of any assurance or advice onmatters of legal interpretation or entitlement to vote.
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| By order of the Board<br><br><br>China Southern Airlines Company Limited<br><br><br>Xie Bing<br> <br>CompanySecretary |
|---|
Guangzhou, the People’s Republic of China
30 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 andYan Andrew Y as independent non-executive Directors.
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