China Southern Airlines Co Ltd 6-K, filed Apr 16, 2020
China Southern Airlines Co Ltd (CHKIF)
About this 6-K
China Southern Airlines Co Ltd filed this 6-K on April 16, 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
April 15, 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 April 15, 2020 on the Hong Kong Stock Exchange’s website at:
https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0415/2020041501069.pdf, in relation to the completion of the non-public issuance of H 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: April 15, 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.
COMPLETION OF THE NON-PUBLIC ISSUANCE OF H SHARES
References are made to the announcements of China Southern Airlines Company Limited (the “Company”) dated 30 October 2019, 11 February 2020 and 8 April 2020 (the “Announcements”) and the circular of the Company dated 12 November 2019 (the “Circular”) in relation to, amongst others, the H 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 all of the conditions precedent set out in the H Shares Subscription Agreement have been fulfilled. The Price Benchmark Date for the new H Shares was 8 April 2020 and the H Share Subscription Price was determined as HK$5.75 per H Share in accordance with the mechanism as disclosed in the Circular, representing the latest audited net asset value per Share attributable to equity shareholders of the Company in HK$ calculated based on the median exchange rate announced by the People’s Bank of China on the Price Benchmark Date for the new H Shares. A total of 608,695,652 H Shares have been issued to Nan Lung Holding Limited (“Nan Lung”) at an issue price of HK$5.75 per H Share on 15 April 2020. Accordingly, immediately after completion of the H Share Issuance, the total number of issued Shares is 12,875,867,938 Shares, comprised of 4,275,144,849 issued H Shares and 8,600,723,089 issued A Shares. The net price of each new H Share issued under the H Share Issuance was HK$5.74 per H Share.
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EFFECTS ON SHAREHOLDING STRUCTURE
The shareholding structure of the Company immediately before and after the completion of the H Share Issuance is as follows:
| Class of shares | Immediately before the completion of the H Share Issuance |
Immediately after the completion of the H Share Issuance |
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| number of shares | percentage ratio (%) |
number of shares | percentage ratio (%) |
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| China Southern Air Holding Limited Company (“CSAH”) |
6,199,719,248 | 50.54 | 6,808,414,900 | 52.88 | ||||||||||||
| Among which: |
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| A Shares held directly by CSAH (Note 1) |
4,528,431,323 | 36.92 | 4,528,431,323 | 35.17 | ||||||||||||
| H Shares held through Nan Lung (Note 1) |
1,671,287,925 | 13.62 | 2,279,983,577 | 17.71 | ||||||||||||
| Other Shareholders (A Shares) |
4,072,291,766 | 33.20 | 4,072,291,766 | 31.63 | ||||||||||||
| Other Shareholders (H Shares) |
1,995,161,272 | 16.26 | 1,995,161,272 | 15.50 | ||||||||||||
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| Total |
12,267,172,286 | 100.00 | 12,875,867,938 | 100.00 | (Note 2) | |||||||||||
Notes:
| 1. | Immediately after completion of the H Share Issuance, CSAH was deemed to be interested in an aggregate of 2,279,983,577 H Shares through its direct and indirect wholly-owned subsidiaries in Hong Kong, of which 31,150,000 H Shares were directly held by Perfect Lines (Hong Kong) Limited (representing approximately 0.73% of its then total issued H Shares) and 2,248,833,577 H Shares were directly held by Nan Lung (representing approximately 52.60% of its then total issued H Shares). As Perfect Lines (Hong Kong) Limited is also a wholly-owned subsidiary of Nan Lung, Nan Lung was also deemed to be interested in the 31,150,000 H Shares held by Perfect Lines (Hong Kong) Limited. |
| 2. | Discrepancies between the column sum and the total shareholding are due to rounding of percentage numbers. |
As at the date of this announcement, the A Share Issuance has not been completed. The Company will disclose the relevant information in a timely manner according to the progress of relevant matters. Investors are advised to pay attention to the investment risks.
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
15 April 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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