China Southern Airlines Co Ltd 6-K, filed Oct 31, 2022
China Southern Airlines Co Ltd (CHKIF)
About this 6-K
China Southern Airlines Co Ltd filed this 6-K on October 31, 2022.
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
October 31, 2022
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 October 28, 2022 on the Hong Kong Stock Exchange’s website at:
https://www1.hkexnews.hk/listedco/listconews/sehk/2022/1028/2022102801591.pdf, in relation to resignation of independent non-executive director and change in composition of audit and risk management committee; and
https://www1.hkexnews.hk/listedco/listconews/sehk/2022/1028/2022102801597.pdf, in relation to list of directors and their roles and functions.
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/ Chen Wei Hua and Liu Wei | |
| Name: | Chen Wei Hua and Liu Wei | |
| Title: | Joint Company Secretaries | |
Date: October 31, 2022
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.
(a joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 1055)
RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR
AND
CHANGE IN COMPOSITION OF AUDIT AND RISK MANAGEMENT COMMITTEE
The board of directors (the “Board”) of China Southern Airlines Company Limited (the “Company”) announced in the 10th meeting of the 9th session of the Board convened on 28 October 2022 that Mr. Yan Andrew Y (“Mr. Yan”) has tendered his resignation as the independent non-executive director of the Company and a member of the audit and risk management committee of the Board with effect from 28 October 2022 due to personal reasons. Mr. Yan confirmed that he has no disagreement in any respect with the Board or the Company, and there is no matter relating to his resignation that should be brought to the attention of the shareholders of the Company.
The Board also announced in the same Board meeting that, following the resignation of Mr. Yan, Mr. Liu Chang Le has been appointed as a member of the audit and risk management committee of the Board with effect from 28 October 2022.
The Board would like to express its sincere appreciation to Mr. Yan for his contribution to the Company’s development during his terms of office.
| By order of the Board |
| China Southern Airlines Company Limited |
| Chen Wei Hua and Liu Wei |
| Joint Company Secretaries |
Guangzhou, the People’s Republic of China
28 October 2022
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 and Guo Wei as independent non-executive directors.
1
Exhibit 99.2
(a joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 1055)
List of Directors and their Roles and Functions
The members of the board of directors (the “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
There are five Board committees. The table below provides membership information of these committees on which each Board member serves.
| Board Committee |
Audit and Risk Management Committee |
Remuneration and Assessment Committee |
Nomination Committee |
Strategic and Investment Committee |
Aviation Safety Committee | |||||
| Director | ||||||||||
| Ma Xu Lun | M | C | C | |||||||
| Han Wen Sheng | M | M | ||||||||
| Liu Chang Le | M | M | M | |||||||
| Gu Hui Zhong | C | M | C | M | ||||||
| Guo Wei | M | C | M | |||||||
Notes:
C Chairman of the relevant Board committee
M Member of the relevant Board committee
Guangzhou, the People’s Republic of China
28 October 2022