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
November 25, 2022
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 November 24, 2022 on the Hong Kong Stock Exchange’s website at:
https://www1.hkexnews.hk/listedco/listconews/sehk/2022/1124/2022112400513.pdf, in relation to the completion of the non-public issuance of A shares.
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/ Chen Wei Hua and Liu Wei |
|---|---|
| Name: | Chen Wei Hua and Liu Wei |
| Title: | Joint Company Secretaries |
| Date: | November 25, 2022 |
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.
This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities ofChina Southern Airlines Company Limited.
(a joint stock limited company incorporated in the People’s Republic of China withlimited liability)
(Stock Code: 1055)
COMPLETION OF THE NON-PUBLIC ISSUANCE OF A SHARES
Reference are made to the announcements of China Southern Airlines Company Limited (the “Company”) dated 29 October 2021, 10 January 2022, 10 August 2022, 13 September 2022 and 10 October 2022 (the “Announcements”) and the circular of the Company dated 11 November 2021 (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 the following results of the A Share Issuance:
1. NUMBER OF SHARES ISSUED AND ISSUE PRICE
| Type of shares: | RMB ordinary shares (A Shares) |
|---|---|
| Number of shares issued: | 803,571,428 Shares |
| Issue price: | RMB5.60 per Share |
| Total proceeds: | RMB4,499,999,996.80 |
| Net proceeds: | RMB4,496,165,903.35 |
2. NUMBER OF SHARES SUBSCRIBED AND LOCK-UP PERIOD
| No. | Placee(s) | Number of shares<br><br><br>subscribed<br> <br>(shares) | Subscription<br><br><br>amount<br> <br>(RMB) | Lock-up period<br><br><br>(months) | |||
|---|---|---|---|---|---|---|---|
| 1 | China Southern Air Holding Company Limited | 803,571,428 | 4,499,999,996.80 | 36 |
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3. EXPECTED LISTED FOR TRADING DATES
On 23 November 2022, the procedures for registration of the new A Shares with the China Securities Depository and Clearing Corporation Limited, Shanghai Branch were completed. The new A Shares issued shall not be transferred within 36 months from the date of completion of the A Share Issuance. The expected first trading day of such shares will be the next trading day following the expiry of the lock-up period, and if such day is a public holiday or rest day, the next following trading day.
4. TRANSFER OFASSETS
All shares under the A Share Issuance were subscribed in cash and did not involve any transfer of non-cash assets.
5. CHANGES IN THE TOP TEN SHAREHOLDERS OF THE COMPANY BEFORE AND AFTER THE A SHARE ISSUANCE
(1) Top ten Shareholders of the Company before the A Share Issuance
As of 31 October 2022, the top ten Shareholders of the Company before the A Share Issuance are as follows:
| No. | Name of Shareholder<br><br><br>(full name) | Number of<br><br><br>Shares held<br> <br>(shares) | Percentage<br><br><br>of issued A<br> <br>Share<br><br><br>capital<br> <br>(%) | Type | ||
|---|---|---|---|---|---|---|
| 1 | China Southern Air Holding Company Limited | 8,600,897,508 | 67.87 | A Shares not subject to trading restrictions and A Shares subject to trading restrictions | ||
| 2 | Hong Kong Securities Clearing Company Limited | 606,992,660 | 4.79 | A Shares not subject to trading restrictions | ||
| 3 | China National Aviation Fuel Group Corporation | 350,162,257 | 2.76 | A Shares not subject to trading Restrictions | ||
| 4 | China Securities Finance Corporation Limited | 320,484,148 | 2.53 | A Shares not subject to trading Restrictions |
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| No. | Name of Shareholder<br><br><br>(full name) | Number of<br><br><br>Shares held<br> <br>(shares) | Percentage<br><br><br>of issued A<br> <br>Share<br><br><br>capital<br> <br>(%) | Type | ||
|---|---|---|---|---|---|---|
| 5 | China Structural Reform Fund Co., Ltd. | 192,659,933 | 1.52 | A Shares not subject to trading Restrictions | ||
| 6 | Spring Airlines Co., Ltd. | 140,531,561 | 1.11 | A Shares not subject to trading Restrictions | ||
| 7 | Guo Xin Central Enterprise Operation Investment Fund Management (Guangzhou) Co., Ltd. – Guo Xin Central Enterprise Operation (Guangzhou) Investment Fund (LLP) | 70,006,275 | 0.55 | A Shares not subject to trading restrictions | ||
| 8 | Industrial Bank Co., Ltd -. Guangfa Ruiyi Leading Hybrid Securities Investment Fund | 69,699,279 | 0.55 | A Shares not subject to trading Restrictions | ||
| 9 | National Social Security Fund 115 Portfolio | 56,000,000 | 0.44 | A Shares not subject to trading Restrictions | ||
| 10 | Agricultural Bank of China Limited - Guangfa Balanced Preferred Hybrid Securities Investment Fund | 52,956,996 | 0.42 | A Shares not subject to trading Restrictions | ||
| Total: | **** | 10,460,390,617 | **** | 82.54 | — |
(2) Top ten Shareholders of the Company after the A Share Issuance
The top ten Shareholders of the Company upon the completion of registration of the new A Shares issued pursuant to the A Share Issuance are set out as follows:
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| No. | Name of Shareholder<br><br><br>(full name) | Number of<br><br><br>Shares held<br> <br>(shares) | Percentage<br><br><br>of issued A<br> <br>Share<br><br><br>capital<br> <br>(%) | Type | ||
|---|---|---|---|---|---|---|
| 1 | China Southern Air Holding Company Limited | 9,404,468,936 | 69.78 | A Shares not subject to trading restrictions and A Shares subject to trading restrictions | ||
| 2 | Hong Kong Securities Clearing Company Limited | 606,992,660 | 4.50 | A Shares not subject to trading restrictions | ||
| 3 | China National Aviation Fuel Group Corporation | 350,162,257 | 2.60 | A Shares not subject to trading restrictions | ||
| 4 | China Securities Finance Corporation Limited | 320,484,148 | 2.38 | A Shares not subject to trading restrictions | ||
| 5 | China Structural Reform Fund Co., Ltd. | 192,659,933 | 1.43 | A Shares not subject to trading restrictions | ||
| 6 | Spring Airlines Co., Ltd. | 140,531,561 | 1.04 | A Shares not subject to trading restrictions | ||
| 7 | Guo Xin Central Enterprise Operation Investment Fund Management (Guangzhou) Co., Ltd. – Guo Xin Central Enterprise Operation (Guangzhou) Investment Fund (LLP) | 70,006,275 | 0.52 | A Shares not subject to trading restrictions | ||
| 8 | Industrial Bank Co., Ltd. - Guangfa Ruiyi Leading Hybrid Securities Investment Fund | 69,699,279 | 0.52 | A Shares not subject to trading restrictions |
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| No. | Name of Shareholder<br><br><br>(full name) | Number of<br><br><br>Shares held<br> <br>(shares) | Percentage of issued AShare<br><br><br>capital<br> <br>(%) | Type | ||
|---|---|---|---|---|---|---|
| 9 | National Social Security Fund 115 Portfolio | 56,000,000 | 0.42 | A Shares not subject to trading restrictions | ||
| 10 | Agricultural Bank of China Limited - Guangfa Balanced Preferred Hybrid Securities Investment Fund | 52,956,996 | 0.39 | A Shares not subject to trading restrictions | ||
| Total: | **** | 11,263,962,045 | **** | 83.58 | — |
6. CHANGES IN SHAREHOLDING STRUCTURE BEFORE AND AFTER THE A SHARE ISSUANCE
Upon the completion of the A Share Issuance, the number of Shares subject to trading restrictions of the Company has increased by 803,571,428 Shares. The changes in shareholding structure of the Company before and after the A Share Issuance are as follows:
| Type of Shares | Before the A Share Issuance<br><br><br>(As of 22 November 2022) | Changes | After the A Share Issuance<br><br><br>(As of 24 November 2022) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of<br><br><br>Shares<br> <br>(shares) | Percentageof<br><br><br>totalissued<br><br><br>sharecapital | Number of<br><br><br>Shares<br> <br>(shares) | Number of<br><br><br>Shares<br> <br>(shares) | Percentageof<br><br><br>totalissued<br><br><br>sharecapital | ||||||||
| Shares subject to trading restrictions | 2,453,434,457 | 14.17 | % | 803,571,428 | 3,257,005,885 | 17.97 | % | |||||
| Among which: | ||||||||||||
| A Shares | 2,453,434,457 | 14.17 | % | 803,571,428 | 3,257,005,885 | 17.97 | % | |||||
| H Shares | — | — | — | — | — | |||||||
| Shares not subject to trading restrictions | 14,863,884,071 | 85.83 | % | — | 14,863,884,071 | 82.03 | % | |||||
| Among which: | ||||||||||||
| A Shares | 10,219,886,763 | 59.02 | % | — | 10,219,886,763 | 56.40 | % | |||||
| H Shares | 4,643,997,308 | 26.82 | % | — | 4,643,997,308 | 25.63 | % | |||||
| Total: | 17,317,318,528 | 100.00 | % | 803,571,428 | 18,120,889,956 | 100.00 | % |
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7. INTERMEDIARY
| Sponsor (lead underwriter): | China International Capital Corporation Limited |
|---|---|
| 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
24 November 2022
As at the date of this announcement, theDirectors 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.
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