China Southern Airlines Co Ltd 6-K, filed May 27, 2020
China Southern Airlines Co Ltd (CHKIF)
About this 6-K
China Southern Airlines Co Ltd filed this 6-K on May 27, 2020.
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
May 27, 2020
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 announcement on May 27, 2020 on the Hong Kong Stock Exchange’s website at:
https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0527/2020052700683.pdf, in relation to the announcement regarding approval by the CSRC of the application for the non-public issuance of A shares of the Company.
The announcement in English is included as 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: | May 27, 2020 | |
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.
This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of China Southern Airlines Company Limited.
ANNOUNCEMENT IN RELATION TO APPROVAL BY
THE CSRC OF THE APPLICATION FOR THE NON-PUBLIC
ISSUANCE OF A SHARES OF THE COMPANY
References are made to the announcements of China Southern Airlines Company Limited (the “Company”) dated 30 October 2019, 6 January 2020, 15 April 2020 and 26 April 2020 (the “Announcements”) and the circular of the Company dated 12 November 2019 (the “Circular”) in relation to, amongst others, the A Share Issuance of the Company. Unless otherwise defined, capitalised terms used herein shall have the same meaning as those defined in the Announcements and the Circular.
The Company is pleased to announce that on 27 May 2020, the Company received the “Approval on the Non-Public Issuance of Shares of China Southern Airlines Company Limited (關於核准中國南方航空股份有限公司非公開發行股票的批復 )”(Zheng Jian Xu Ke [2020] No. 918) (the “Approval”) issued by the China Securities Regulatory Commission (the “CSRC”). The main contents of the Approval are as follows:
| 1. | The non-public issuance of not more than 2,453,434,457 new A Shares by the Company was approved. If there are changes in the total share capital due to capitalization of capital reserve or other circumstances, the number of shares under the issuance can be adjusted accordingly. |
| 2. | The issuance of shares shall be implemented in strict compliance with the application documents submitted to the CSRC by the Company. |
| 3. | The Approval shall be valid for twelve months from the date of the approval of issue. |
| 4. | If there is any material event of the Company from the date of the approval of issue to the date of completion of the issuance of shares, the Company shall make timely report to the CSRC and handle the matters in accordance with the relevant regulations. |
The board of directors of the Company will handle the matters in relation to the A Share Issuance within the prescribed period and fulfil the information disclosure obligations in a timely manner in accordance with the relevant laws and regulations, requirements of the Approval and the authorisation from the shareholders’ meeting of the Company.
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Shareholders and potential investors are advised to exercise caution when dealing in the Shares, and are recommended to seek professional advice if they are in any doubt about their position and as to actions that they should take.
| By order of the Board |
| China Southern Airlines Company Limited |
| Xie Bing |
| Company Secretary |
Guangzhou, the People’s Republic of China
27 May 2020
As at the date of this announcement, the Directors include Wang Chang Shun, Ma Xu Lun and Han Wen Sheng as executive Directors; and Zheng Fan, Gu Hui Zhong, Tan Jin Song and Jiao Shu Ge as independent non-executive Directors.
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