China Southern Airlines Co Ltd 6-K, filed Dec 29, 2022
China Southern Airlines Co Ltd (CHKIF)
About this 6-K
China Southern Airlines Co Ltd filed this 6-K on December 29, 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
December 29, 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 December 28, 2022 on the Hong Kong Stock Exchange’s website at:
https://www1.hkexnews.hk/listedco/listconews/sehk/2022/1228/2022122801041.pdf, in relation to the (1) poll results of 2022 first extraordinary general meeting and (2) appointment of directors and change in composition of board committees;
https://www1.hkexnews.hk/listedco/listconews/sehk/2022/1228/2022122801045.pdf, in relation to the 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: December 29, 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)
(1) POLL RESULTS OF 2022 FIRST EXTRAORDINARY GENERAL MEETING
AND
(2) APPOINTMENT OF DIRECTORS
AND CHANGE IN COMPOSITION OF BOARD COMMITTEES
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 EGM
The 2022 first extraordinary general meeting of the Company (the “EGM”) was held at 2:00 p.m. on Wednesday, 28 December 2022 at the No. 3301 Conference Room, 33th Floor, China Southern Airlines Building, No. 68 Qixin Road, Bai Yun District, Guangzhou, Guangdong Province, the PRC. The EGM was convened by the Board and was chaired and presided over by Mr. Ma Xu Lun, the Chairman of the Company. Save for independent non-executive Director Mr. Guo Wei and supervisor Mr. Lin Xiao Chun who did not attend the EGM due to other business arrangement, other Directors and supervisors of the Company attended the EGM. Some members of the senior management of the Company also attended the EGM. None of the resolutions proposed at the EGM was 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 EGM was 18,120,889,956 Shares. 31 shareholders of the Company (the “Shareholders”) and authorized proxies holding an aggregate of 13,597,732,146 Shares carrying voting rights, representing approximately 75.04% of the total number of voting Shares of the Company, were present at the EGM.
| Number of Shareholders and authorized proxies attended the EGM |
31 | |||
| Of which: number of holders of A shares of the Company (the “A Shareholders”) |
27 | |||
| number of holders of H shares of the Company (the “H Shareholders”) |
4 | |||
| Total number of voting Shares held (Shares) |
13,597,732,146 | |||
| Of which: total number of Shares held by A Shareholders |
10,350,612,770 | |||
| total number of Shares held by H Shareholders |
3,247,119,376 | |||
| Percentage of the total number of voting Shares of the Company (%) |
75.04 | |||
| Of which: percentage of total number of Shares held by A Shareholders (%) |
57.12 | |||
| percentage of total number of Shares held by H Shareholders (%) |
17.92 |
China Southern Air Holding Company Limited and its associates, who are directly and indirectly holding an aggregate of 12,053,304,972 Shares (representing approximately 66.52% of the issued share capital of the Company) as at the date of this announcement, are required to abstain from voting on the ordinary resolutions No. 3 to No.4 at the EGM. As such, China Southern Air Holding Company Limited and its associates had abstained from voting in relation to the respective resolutions as disclosed above.
Save as disclosed above, no Shareholder was required to abstain from voting on the resolutions at the EGM 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 EGM pursuant to Rule 13.40 of the Listing Rules.
All resolutions as set out in the notice of the EGM were duly passed and the poll results are as follows:
Special Resolutions
| 1. | Resolution: The resolution regarding the purchase of 96 Airbus A320NEO family aircraft by the Company from 2024 to 2027 |
Result: Passed
Details:
| Types |
For | Against | Abstain | |||||||||||||||||||||
| Votes | Percentage (%) |
Votes | Percentage (%) |
Votes | Percentage (%) |
|||||||||||||||||||
| A Shares |
10,350,593,770 | 99.9998 | 18,900 | 0.0001 | 100 | 0.0001 | ||||||||||||||||||
| H Shares |
3,237,798,526 | 99.7129 | 171,600 | 0.0052 | 9,149,250 | 0.2819 | ||||||||||||||||||
| Total |
13,588,392,296 | 99.9313 | 190,500 | 0.0014 | 9,149,350 | 0.0673 | ||||||||||||||||||
| 2. | Resolution: The resolution regarding the purchase of 40 Airbus A320NEO family aircraft by Xiamen Airlines Company Limited |
Result: Passed
Details:
| Types |
For | Against | Abstain | |||||||||||||||||||||
| Votes | Percentage (%) |
Votes | Percentage (%) |
Votes | Percentage (%) |
|||||||||||||||||||
| A Shares |
10,350,593,770 | 99.9998 | 18,900 | 0.0001 | 100 | 0.0001 | ||||||||||||||||||
| H Shares |
3,237,775,476 | 99.7122 | 176,600 | 0.0054 | 9,167,300 | 0.2824 | ||||||||||||||||||
| Total |
13,588,369,246 | 99.9311 | 195,500 | 0.0014 | 9,167,400 | 0.0675 | ||||||||||||||||||
Ordinary Resolutions
| 3. | Resolution: The resolution regarding the renewal of finance and lease service framework agreement entered into between the Company and China Southern Air Leasing Company Limited |
Result: Passed
Details:
| Types |
For | Against | Abstain | |||||||||||||||||||||
| Votes | Percentage (%) |
Votes | Percentage (%) |
Votes | Percentage (%) |
|||||||||||||||||||
| A Shares |
946,125,334 | 99.9980 | 18,400 | 0.0019 | 100 | 0.0001 | ||||||||||||||||||
| H Shares |
583,672,990 | 91.9176 | 51,950 | 0.0081 | 51,270,400 | 8.0743 | ||||||||||||||||||
| Total |
1,529,798,324 | 96.7529 | 70,350 | 0.0044 | 51,270,500 | 3.2427 | ||||||||||||||||||
| 4. | Resolution: The resolution regarding the renewal of financial services framework agreement entered into between the Company and China Southern Airlines Group Finance Company Limited |
Result: Passed
Details:
| Types |
For | Against | Abstain | |||||||||||||||||||||
| Votes | Percentage (%) |
Votes | Percentage (%) |
Votes | Percentage (%) |
|||||||||||||||||||
| A Shares |
883,327,748 | 93.3608 | 62,815,986 | 6.6391 | 100 | 0.0001 | ||||||||||||||||||
| H Shares |
413,796,177 | 65.1652 | 169,938,513 | 26.7621 | 51,260,650 | 8.0727 | ||||||||||||||||||
| Total |
1,297,123,925 | 82.0373 | 232,754,499 | 14.7206 | 51,260,750 | 3.2421 | ||||||||||||||||||
Ordinary Resolutions (by accumulative voting method)
| Resolution | Number of votes | Percentage of the number of votes against the total number of votes with valid voting rights present at the EGM(%) |
Whether | |||||||||
| 5.00 | The resolution regarding the election of executive Directors for the 9th session of the Board of the Company: | |||||||||||
| 5.01 | The resolution regarding the election of Mr. Luo Lai Jun as an executive Director for the 9th session of the Board of the Company | 13,532,494,849 | 99.5202 | Yes | ||||||||
| 6.00 | The resolution regarding the election of independent non-executive Directors for the 9th session of the Board of the Company: | |||||||||||
| 6.01 | the resolution regarding the election of Mr. Cai Hong Ping as an independent non-executive Director for the 9th session of the Board of the Company | 13,521,811,458 | 99.4416 | Yes | ||||||||
More than 2/3 of the total valid voting rights held by attending Shareholders and authorized proxies were cast in favour of resolutions No. 1 to No. 2 at the EGM. More than 50% of the total valid voting rights held by attending Shareholders and authorized proxies were cast in favour of resolutions No. 3 to No. 4 at the EGM. Accumulative Voting was used in carrying out the voting and the counting of voting results in respect of Resolutions No. 5.00 and No. 6.00. As the votes cast for each of the candidates of Directors are more than half of the total number of Shares held by all Shareholders attending the EGM (before accumulation), all the candidates have been elected as directors.
According to the requirements of the Listing Rules, KPMG was appointed as the scrutineer in respect of voting at the EGM. (Note)
Lv Hui and Huang Kuangchun, PRC lawyers from Beijing Dentons Law Offices, LLP (Guangzhou), attended the EGM and issued legal opinion stating that the convening, holding and voting procedures of the EGM 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 EGM and the convener are lawful and valid, and that voting results of the EGM and the resolutions passed at the EGM 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 by the 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 Hong Kong 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 on matters of legal interpretation or entitlement to vote.
APPOINTMENT OF DIRECTORS AND CHANGE IN COMPOSITION OF BOARD COMMITTEES
The Company is pleased to announce that Mr. Luo Lai Jun (“Mr. Luo”) is elected as an executive Director of the 9th session of the Board and Mr. Cai Hong Ping (“Mr. Cai”) is elected as an independent non-executive Director of the 9th session of the Board after approval by the Shareholders at the EGM and the said appointments took effect on the date of passing of the relevant resolutions at the EGM.
4
Each of Mr. Luo and Mr. Cai will enter into a service contract with the Company and shall hold his office until the expiration of the term of the 9th session of the Board. The biographical details and the emolument information of each of Mr. Luo and Mr. Cai have been set out in the announcement of the Company dated 28 November 2022 and the circular of the Company dated 1 December 2022.
The Board would like to take this opportunity to welcome Mr. Luo and Mr. Cai to join the Board.
Save as disclosed above and the circular of the Company dated 1 December 2022, as at the date of this announcement, each of Mr. Luo and Mr. Cai (i) has not held any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other major appointments and professional qualifications; (ii) has not had any relationship with any Directors, supervisors, senior management, substantial or controlling shareholders of the Company; (iii) has not held any other position with the Group; and (iv) has 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).
As at the date of this announcement, save as disclosed above, there is no other matter that needs to be brought to the attention of the Shareholders in connection with the appointment of Mr. Luo and Mr. Cai as a Director, nor is there any other information to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.
On 28 December 2022, the Board considered and approved (i) the appointment of Mr. Han Wen Sheng as the chairman, and Mr. Cai as the member of the Strategic and Investment Committee; and (ii) the appointment of Mr. Cai as the member of the Audit and Risk Management Committee. With effect from 28 December 2022, (i) Mr. Ma Xu Lun ceased to be the chairman, and Mr. Liu Chang Le ceased to be a member of the Strategic and Investment Committee; and (ii) Mr. Liu Chang Le ceased to be a member of the Audit and Risk Management Committee.
| 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 December 2022
As at the date of this announcement, the directors include Ma Xu Lun, Han Wen Sheng and Luo Lai Jun as executive directors; and Liu Chang Le, Gu Hui Zhong, Guo Wei and Cai Hong Ping as independent non-executive directors.
5
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)
Luo Lai Jun
Independent Non-Executive Directors
Liu Chang Le
Gu Hui Zhong
Guo Wei
Cai Hong Ping
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 |
Remuneration and Assessment |
Nomination |
Strategic and Investment Committee |
Aviation Safety Committee | |||||
| Director | ||||||||||
| Ma Xu Lun | M | C | ||||||||
| Han Wen Sheng | M | C | M | |||||||
| Liu Chang Le | M | |||||||||
| Gu Hui Zhong | C | M | C | M | ||||||
| Guo Wei | M | C | M | |||||||
| Cai Hong Ping | M | M |
Notes:
| C | Chairman of the relevant Board committee |
| M | Member of the relevant Board committee |
Guangzhou, the People’s Republic of China
28 December 2022