China Southern Airlines Co Ltd 6-K, filed Nov 14, 2022
China Southern Airlines Co Ltd (CHKIF)
About this 6-K
China Southern Airlines Co Ltd filed this 6-K on November 14, 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
November 14, 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 November 10, 2022 on the Hong Kong Stock Exchange’s website at:
https://www1.hkexnews.hk/listedco/listconews/sehk/2022/1110/2022111000367.pdf, in relation to the notice of extraordinary general meeting;
https://www1.hkexnews.hk/listedco/listconews/sehk/2022/1110/2022111000373.pdf, in relation to the form of proxy for the first extraordinary general meeting of 2022;
https://www1.hkexnews.hk/listedco/listconews/sehk/2022/1110/2022111000383.pdf, in relation to the reply slip; and
https://www1.hkexnews.hk/listedco/listconews/sehk/2022/1110/2022111000405.pdf, in relation to the notification letter.
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: | November 14, 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 notice, 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 notice.
(a joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 1055)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the first extraordinary general meeting of 2022 (the “EGM”) of China Southern Airlines Company Limited (the “Company”) will be held at No. 3301 Conference Room, 33th Floor, China Southern Airlines Building, No. 68 Qixin Road, Bai Yun District, Guangzhou, Guangdong Province, the PRC on Wednesday, 28 December 2022 at 2:00 p.m. for the purpose of considering, and if thought fit, approving the following resolutions.
Unless otherwise indicated, capitalised terms used herein have the same meanings as those defined in the circular of the Company dated 25 August 2022 (“Circular”):
AS SPECIAL RESOLUTIONS
To consider and, if thought fit, approve the following resolutions as special resolutions:
| 1. | The resolution regarding the purchase of 96 Airbus A320NEO family aircraft by the Company from 2024 to 2027. (Details of this resolution are set out in the Circular.) |
| 2. | The resolution regarding the purchase of 40 Airbus A320NEO family aircraft by Xiamen Airlines Company Limited. |
| By Order of the Board of |
| CHINA SOUTHERN AIRLINES COMPANY LIMITED |
| Chen Wei Hua and Liu Wei |
| Joint Company Secretaries |
Guangzhou, the People’s Republic of China
11 November 2022
As at the date of this notice, 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 -
Notes:
| 1. | Persons who are entitled to attend the EGM |
| a. | Holders of the H Shares and A Shares whose names appear on the register of holders of H Shares and register of holders of A Shares of the Company, respectively, on Monday, 28 November 2022 (“Eligible Shareholders”) or their representatives are entitled to attend the EGM after completion of the required registration procedures in accordance with Note 2 “Registration procedures for attending the EGM”. Holders of A Shares shall receive a notice separately. |
| b. | The Directors, Supervisors and senior management of the Company. |
| c. | Representatives of the professional advisers hired by the Company and special guests invited by the Board. |
| 2. | Registration procedures for attending the EGM |
| a. | Eligible Shareholders who intend to attend the EGM either in person or by proxy must deliver to the Company on or before Wednesday, 7 December 2022, in person or by post at the registration address of the Company, or by fax at (+86) 20-8665 9040, the reply slip, which is attached to the notice of the EGM as Attachment A. |
| b. | When attending the EGM, individual Eligible Shareholder or his/her proxy shall bring along his/ her identity card. The legal representative of a corporate Eligible Shareholder attending the EGM shall bring along his/her identity card, together with a notarised copy of the resolution or power of attorney issued by the board of directors or other governing body of the corporate Eligible Shareholder to appoint such legal representative to attend the meeting. |
| c. | Holders of H Shares who intend to attend the EGM must deliver their instruments of transfer together with the relevant share certificates to Hong Kong Registrars Limited, the registrar of H Shares, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, at or before 4:30 p.m. on Friday, 25 November 2022. |
| d. | The register of holders of H Shares will be closed from 28 November 2022 to 28 December 2022 (both days inclusive), during which period no transfer of H Shares will be registered. |
| 3. | Proxies |
| a. | An Eligible Shareholder has the right to appoint one or more proxies to attend the EGM and vote on his/her behalf. A proxy does not need to be a Shareholder. A proxy of a shareholder who has appointed more than one proxy may only vote on a poll. |
| b. | A proxy must be appointed by an Eligible Shareholder or his/her attorney by way of a form of proxy for the EGM, which is attached to the notice of EGM as Attachment B. If the proxy is appointed by the attorney of an Eligible Shareholder, the power of attorney or other authorisation document(s) authorizing such attorney to appoint the proxy must be notarised. |
- 2 -
| c. | To be valid, for holders of A Shares, the notarially certified power of attorney or other authorisation document(s), together with the completed form of proxy for the EGM must be delivered to the registered address of the Company by no later than 24 hours before the time appointed for the holding of the EGM. To be valid, for holders of H Shares, the notarially certified power of attorney or other authorisation document(s), together with the completed form of proxy for the EGM, must be lodged with Hong Kong Registrars Limited within the same period of time. |
| 4. | Important notice in relation to pandemic prevention and control |
In the event that the containment of the COVID-19 pandemic is still ongoing at the time of the EGM, in order to cooperate with the prevention and control of the pandemic so as to safeguard the health and safety of the shareholders and the participants of the meeting, at the same time ensuring that the shareholders may exercise their respective shareholders’ rights, the Company recommends holders of H Shares and their proxies intending to attend the relevant meeting to vote by completing and submitting the proxy form, i.e., to indicate how you wish your votes to be casted in the proxy form, and appoint the Chairman of the EGM as your proxy to vote on your behalf on site.
In the case that the holders of H Shares or their proxies choose to attend the meeting in person by then, they must comply with the policies and requirements regarding the containment of COVID-19 pandemic. On the way to, from and at the venue of the relevant meeting, please adopt proper personal preventive measures. Upon arrival at the venue of the relevant meeting, please follow the arrangement and guidance of the staff and cooperate with the pandemic prevention and control requirements including, among others, attendee registration, temperature check and wearing of masks.
| 5. | Miscellaneous |
| a. | The EGM are expected to last for not more than one day. Eligible Shareholders (or their proxies) who attend shall bear their own travelling and accommodation expenses. |
| b. | The address of the headquarter of the Company is: |
China Southern Airlines Building,
68 Qixin Road, Baiyun District,
Guangzhou (Postcode 510403)
Telephone No.: (+86) 20-8611 2480
Facsimile No.: (+86) 20-8665 9040
Website: www.csair.com
Contact person: Mr. Wu
| c. | Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the shareholders at a general meeting must be taken by poll. Therefore, all resolutions proposed at the EGM shall be voted by poll. |
Exhibit 99.2
(a joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 1055)
Attachment B
| The number of H Shares to which this proxy form relates1 |
Form of Proxy for Extraordinary General Meeting
I/We2, ,
residing at ,
being the registered holder of3 ordinary shares of the Company,
HEREBY, APPOINT4, ,
residing at as my/our proxy/proxies to attend on my/our behalf the first extraordinary general meeting of 2022 (the “EGM”) of China Southern Airlines Company Limited (the “Company”) to be held at the No. 3301 Conference Room, 33th Floor, China Southern Airlines Building, No. 68 Qixin Road, Bai Yun District, Guangzhou, Guangdong Province, the PRC at 2:00 p.m., on Wednesday, 28 December 2022 and to act and vote on my/our behalf at the EGM in respect of the resolutions listed below, in accordance with my/our instructions below5.
| Special Resolutions |
For5 |
Against5 |
Abstain5 | |||||
| 1. | The resolution regarding the purchase of 96 Airbus A320NEO family aircraft by the Company from 2024 to 2027. | |||||||
| 2. | The resolution regarding the purchase of 40 Airbus A320NEO family aircraft by Xiamen Airlines Company Limited. | |||||||
| Signature6: |
|
Date: |
Notes:
| 1. | Please insert the number of shares in the Company registered in your name(s) and to which this proxy form relates. If no such number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s). |
| 2. | Please insert the name(s) and address(es) (as shown in the register of members) in block capital(s). |
| 3. | Please insert the number of all the shares in the Company registered in your name(s). |
| 4. | If no person is appointed as proxy, the Chairman of the EGM will be deemed to have been appointed by you as your proxy. |
| 5. | If you wish to vote for any of the resolutions, please insert a “✓” in the box marked “FOR” or if you wish to vote against any of the resolutions, please insert a “✓” in the box marked “AGAINST”; or if you wish to abstain from voting for or against the resolution, please insert a “✓” in the box marked “ABSTAIN”. If no indication is given, then your proxy/proxies may vote in such manner as he/she/they think(s) fit. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the EGM. The shares abstained will be counted in the calculation of required majority. |
| 6. | This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a company or an organization, either under the common seal or under the hand of any director or attorney duly authorised in writing. In any event, the execution shall be made in accordance with the articles of association of such company or organization. |
| 7. | To be valid, this proxy form and, if such proxy form is signed by a person under a power of attorney or authority on behalf of the appointer, a notarised copy of that power of attorney or other authority, must be delivered to Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong in not less than 24 hours before the time appointed for the holding of the EGM. |
| 8. | A proxy, on behalf of the shareholder, attending EGM shall bring along the proxy form duly completed and signed as well as the proof of identification of the proxy, in the case of a company or an organization, the proxy shall also bring along a notarised copy of the resolution of the board of directors or other governing body of the appointer or a letter of authorization. |
| 9. | This proxy form shall be completed in form of a set of two copies, one of which shall be lodged to the Company pursuant to Note 7; and the other copy shall be produced upon the EGM by the proxy of the shareholder pursuant to Note 8. |
| 10. | Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned EGM should you so wish. |
Exhibit 99.3
(a joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 1055)
Attachment A
Reply Slip
To: China Southern Airlines Company Limited
I/we intend to attend (in person/by proxy) the first extraordinary general meeting of 2022 of the Company to be held on Wednesday, 28 December 2022.
| Name2 |
| |
| Number of ordinary shares registered in my name3 |
| |
| Identity card/passport number1, 4 |
| |
| Share account number |
| |
| Mailing address |
| |
| Telephone number |
| |
| Signature5: | Date: |
Notes:
| 1. | Please delete the option which is not applicable. |
| 2. | Please insert your full name in both English and Chinese in block capital letters. |
| 3. | Please attach a photocopy of proof of ownership of your shares. |
| 4. | Please attach a photocopy of your identity card/passport. |
| 5. | This reply slip must be signed by the registered shareholder. If the registered shareholder is a company or an organization, then this reply slip must be sealed with the common seal of such company or organization or under hand by any directors or agents duly appointed by such company or organization. |
Exhibit 99.4
(a joint stock limited company incorporated in the People’s Republic of China with limited liability)
（在中華人民共和國註冊成立的股份有限公司）
(Stock Code 股份代號：1055)
NOTIFICATION LETTER 通知信函
11 November 2022
Dear Non-registered Holders(1),
China Southern Airlines Company Limited (the “Company”)
— Notice of Publication of Notice of Extraordinary General Meeting (“Current Corporate Communications”)
The English and Chinese versions of the Company Current Corporate Communications are available on the Company’s website at www.csair.com and the website of HKEXnews of Hong Kong Exchanges and Clearing Limited (the “HKEXnews”) at www.hkexnews.hk. You may access the Current Corporate Communications by clicking “Investor Relations” on the home page of the Company’s website, then selecting “Announcements & Circulars” and viewing them through Adobe® Reader® or browsing through the HKEXnews’s website.
If you want to receive a printed version of the Current Corporate Communications, please complete the Request Form on the reverse side and return it to the Company c/o Hong Kong Registrars Limited (the “Hong Kong Share Registrar”) by using the mailing label at the bottom of the Request Form (no need to affix a stamp if posted in Hong Kong; otherwise, please affix an appropriate stamp). The address of the Hong Kong Share Registrar is 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong. The Request Form may also be downloaded from the Company’s website at www.csair.com or the HKEXnews’s website at www.hkexnews.hk.
Should you have any queries relating to any of the above matters, please send an email to csair.ecom@computershare.com.hk.
| Yours faithfully, |
| By order of the Board of |
| China Southern Airlines Company Limited |
| Chen Wei Hua and Liu Wei |
| Joint Company Secretaries |
| Note: | (1) This letter is addressed to Non-registered Holders of the Company only (“Non-registered Holder” means such person or company whose shares are held in the Central Clearing and Settlement System (CCASS) and who has notified the Company from time to time through Hong Kong Securities Clearing Company Limited to receive corporate communications). If you have sold or transferred your shares in the Company, please disregard this letter and the Request Form on the reverse side. |
各位非登記持有人(1) :
中國南方航空股份有限公司（「本公司」）
—臨時股東大會通告（「本次公司通訊文件」）之發佈通知
本公司的本次公司通訊文件的中、英文版本已上載於本公司網站 ( www.csair.com ) 及香港交易及結算所有限公司披露易（「披露易」）網站 ( www.hkexnews.hk )，歡迎瀏覽。請在本公司網站主頁按「投資者關係」一項，再在「公告及通函」下使用 Adobe® Reader®開啟查閱或在披露易網站瀏覽有關文件。
如 閣下欲收取本次公司通訊文件之印刷本，請填妥在本函背面的申請表格，並使用隨附之郵寄標籤經香港證券登記有限公司（「 香港證券登記處」）寄回本公司（如在香港投寄，毋須貼上郵票；否則，請貼上適當的郵票）。香港證券登記處地址為香港灣仔皇后大道東 183號合和中心17M樓。申請表格亦可於本公司網站 ( www.csair.com ) 或香港交易所披露易網站( www.hkexnews.hk )內下載。
如對本函內容有任何疑問，請電郵至 csair.ecom@computershare.com.hk 。
| 承董事會命 |
| 中國南方航空股份有限公司 |
| 聯席公司秘書 |
| 陳威華及劉巍 |
2022 年 11 月 11 日
| 附註： |
(1)此函件只向本公司之非登記持有人（「 非登記持有人」指股份存放於中央結算及交收系統的人士或公司，透過香港中央結算有限公司不時向本公司發出通知，希望收到公司通訊文件）發出。如果 閣下已經出售或轉讓所持有之本公司股份，則無需理會本函件及所附申請表格。 |
|
CCS3680 CSAH_NRH
|
Non-registered Holder’s information (English Name and Address)
非登記持有人資料（英文姓名及地址）
Request Form 申請表格
| To: | China Southern Airlines Company Limited (the “Company”) (Stock Code: 1055) c/o Hong Kong Registrars Limited 17M Floor, Hopewell Centre, 183 Queen’s Road East Wanchai, Hong Kong |
致：中國南方航空股份有限公司（「本公司」） (股份代號：1055) 經香港證券登記有限公司 香港灣仔皇后大道東183號 合和中心17M樓 |
I/We would like to receive the corporate communications* of the Company (“Corporate Communications”) in the manner as indicated below:
本人╱我們希望以下列方式收取 貴公司之公司通訊文件*（「公司通訊文件 」）：
(Please mark ONLY ONE (X) of the following boxes)
(請從下列選擇中，僅在其中一個空格內劃上「X」號)
| ☐ | to receive the printed English version of all Corporate Communications ONLY; OR |
僅收取公司通訊文件之英文印刷本；或
| ☐ | to receive the printed Chinese version of all Corporate Communications ONLY; OR |
僅收取公司通訊文件之中文印刷本；或
| ☐ | to receive both printed English and Chinese versions of all Corporate Communications. |
同時收取公司通訊文件之 英文及中文印刷本。
|
|
| |||
| Contact telephone number 聯絡電話號碼 |
Signature(s) 簽名 |
Notes: 附註：
| 1. | Please complete all your details clearly. 請 閣下清楚填妥所有資料。 |
|||
| 2. | This letter is addressed to the non-registered holders of the Company only (‘‘Non-registered Holder’’ means such person or company whose shares are held in the Central Clearing and Settlement System (CCASS) and who has notified the Company from time to time through Hong Kong Securities Clearing Company Limited to receive Corporate Communications). 此函件只向本公司之非登記持有人（ 「非登記持有人」指股份存放於中央結算及交收系統的人士或公司，透過香港中央結算有限公司不時向本公司發出通知，希望收到公司通訊文件）發出。 |
| ||
| 3. | Any form with more than one box marked(X), with no box marked(X), with no signature or otherwise incorrectly completed will be void. 如在本表格作出超過一項選擇、或未有作出選擇、或未有簽署、或在其他方面填寫不正確，則本表格將會作廢。 |
| ||
| 4. | The above instruction will apply to the Corporate Communications to be sent to you until you notify the Company c/o Hong Kong Registrars Limited to the contrary or unless you have at anytime ceased to have holdings in the Company. 上述指示適用於發送予 閣下之所有公司通訊文件， 直至 閣下通知本公司於香港證券登記有限公司另外之安排或任何時候停止持有本公司的股份。 | |||
| 5. | For the avoidance of doubt, we do not accept any other instructions given on this Request Form. 為免存疑，任何在本申請表格上的額外指示，本公司將不予處理。 | |||
| * | Corporate Communications includes but not limited to (a) the directors’ report, its annual accounts together with the auditors’ report and, where applicable, its summary financial report; (b) the interim report and, where applicable, its summary interim report; (c) a notice of meeting; (d) a listing document; (e) a circular; and (f) a proxy form. 公司通訊文件包括但不限於：(a)董事會報告、年度財務報表連同核數師報告及財務摘要報告(如適用)；(b)中期報告及中期摘要報告(如適用)；(c)會議通 告；(d)上市文件；(e)通函；及(f)委任代表表格。 |
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| Mailing Label 郵寄標籤 | Please cut the mailing label and stick it on an envelope to return this Request Form to us. No postage is necessary if posted in Hong Kong.
當 閣下寄回本申請表格時，請將郵寄標籤剪貼於信封上。 如在本港投寄， 閣下無需支付郵費或貼上郵票。 |
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