China Southern Airlines Co Ltd 6-K, filed Jun 19, 2020
China Southern Airlines Co Ltd (CHKIF)
About this 6-K
China Southern Airlines Co Ltd filed this 6-K on June 19, 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
June 18, 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 June 18, 2020 on the Hong Kong Stock Exchange’s website at:
https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0618/2020061801087.pdf, in relation to the completion of 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: June 18, 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 A SHARES
Reference is made to the announcements of China Southern Airlines Company Limited (the “Company”) dated 30 October 2019, 6 January 2020, 15 April 2020, 26 April 2020, 29 April 2020 and 27 May 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 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: | 2,453,434,457 Shares | |
| Issue price: | RMB5.21 per Share | |
| Total proceeds: | RMB12,782,393,520.97 | |
| Net proceeds: | RMB12,776,261,540.41 | |
| 2. | NUMBER OF SHARES SUBSCRIBED AND LOCK-UP PERIOD |
| No. | Placee(s) | Number of shares (shares) |
Subscription (RMB) |
Lock-up period (months) | ||||
| 1 |
China Southern Air Holding Company Limited | 2,453,434,457 | 12,782,393,520.97 | 36 |
| 3. | EXPECTED LISTED FOR TRADING DATES |
On 17 June 2020, the procedures for registration of the new A Shares with the Shanghai Securities Depository and Clearing Corporation Limited were completed. The new A Shares are subject to trading restrictions, and the lock-up period will be calculated from the day after the completion of registration.
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| 4. | TRANSFER OF ASSETS |
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 30 April 2020, the top ten Shareholders of the Company before the A Share Issuance are as follows:
| No. | Name of Shareholder (full name) |
Number of (shares) |
Percentage of (%) |
Type | ||||||||
| 1 |
China Southern Air Holding Company Limited | 4,528,431,323 | 52.65 | A Shares not subject to trading restrictions and A Shares subject to trading restrictions | ||||||||
| 2 |
Hong Kong Securities Clearing Company Limited | 539,800,664 | 6.28 | A Shares not subject to trading restrictions | ||||||||
| 3 |
China National Aviation Fuel Group Corporation | 490,980,970 | 5.71 | A Shares not subject to trading restrictions | ||||||||
| 4 |
China Securities Finance Corporation Limited | 320,484,156 | 3.73 | A Shares not subject to trading restrictions | ||||||||
| 5 |
China Structural Reform Fund Co., Ltd. | 242,524,916 | 2.82 | A Shares not subject to trading restrictions | ||||||||
| 6 |
Spring Airlines Co., Ltd. | 140,531,561 | 1.63 | 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 | 0.81 | A Shares not subject to trading restrictions | ||||||||
| 8 |
Central Huijin Investment Ltd. | 64,510,900 | 0.75 | A Shares not subject to trading restrictions | ||||||||
| 9 |
Zhong Hang Xin Gang Gaurantee Co., Ltd. | 47,528,800 | 0.55 | A Shares not subject to trading restrictions | ||||||||
| 10 |
Dacheng Fund—ABC—Dacheng—CSF Financial Asset Management Plan | 41,732,400 | 0.49 | A Shares not subject to trading restrictions | ||||||||
| Total: |
6,486,531,965 | 75.42 | ||||||||||
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(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:
| No. | Name of Shareholder (full name) |
Number of (shares) |
Percentage (%) |
Number of Shares subject to trading restrictions (shares) |
Type | |||||||||||
| 1 |
China Southern Air Holding Company Limited | 6,981,865,780 | 63.16 | 2,942,637,115 | A Shares not subject to trading restrictions and A Shares subject to trading restrictions | |||||||||||
| 2 |
Hong Kong Securities Clearing Company Limited | 569,912,868 | 5.16 | — | A Shares not subject to trading restrictions | |||||||||||
| 3 |
China National Aviation Fuel Group Corporation | 490,980,970 | 4.44 | — | A Shares not subject to trading restrictions | |||||||||||
| 4 |
China Securities Finance Corporation Limited | 320,484,156 | 2.90 | — | A Shares not subject to trading restrictions | |||||||||||
| 5 |
China Structural Reform Fund Co., Ltd. | 242,524,916 | 2.19 | — | A Shares not subject to trading restrictions | |||||||||||
| 6 |
Spring Airlines Co., Ltd. | 140,531,561 | 1.27 | — | 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 | 0.63 | — | A Shares not subject to trading restrictions | |||||||||||
| 8 |
Central Huijin Investment Ltd. | 64,510,900 | 0.58 | — | A Shares not subject to trading restrictions | |||||||||||
| 9 |
Zhong Hang Xin Gang Gaurantee Co., Ltd. | 47,448,800 | 0.43 | — | A Shares not subject to trading restrictions | |||||||||||
| 10 |
Dacheng Fund—ABC—Dacheng—CSF Financial Asset Management Plan | 41,732,400 | 0.38 | — | A Shares not subject to trading restrictions | |||||||||||
| Total: |
8,969,998,626 | 81.14 | 2,942,637,115 | — | ||||||||||||
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| 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 2,453,434,457 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 (As of 30 April 2020) |
Changes | After the A Share Issuance (As of 17 June 2020) |
|||||||||||||||||
| Number of (shares) |
Percentage of total issued share capital |
Number of (shares) |
Number of (shares) |
Percentage of total issued share capital |
||||||||||||||||
| Shares subject to trading restrictions |
1,698,824,235 | 13.19 | % | 2,453,434,457 | 4,152,258,692 | 27.09 | % | |||||||||||||
| Among which: |
||||||||||||||||||||
| A Shares |
489,202,658 | 3.80 | % | 2,453,434,457 | 2,942,637,115 | 19.20 | % | |||||||||||||
| H Shares |
1,209,621,577 | 9.39 | % | — | 1,209,621,577 | 7.89 | % | |||||||||||||
| Shares not subject to trading restrictions |
11,177,043,703 | 86.81 | % | — | 11,177,043,703 | 72.91 | % | |||||||||||||
| Among which: |
||||||||||||||||||||
| A Shares |
8,111,520,431 | 63.00 | % | — | 8,111,520,431 | 52.92 | % | |||||||||||||
| H Shares |
3,065,523,272 | 23.81 | % | — | 3,065,523,272 | 20.00 | % | |||||||||||||
| Total: |
12,875,867,938 | 100.00 | % | 2,453,434,457 | 15,329,302,395 | 100.00 | % | |||||||||||||
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| 7. | INTERMEDIARIES |
| Sponsor (lead underwriter): | China International Capital Corporation Limited | |
| Joint lead underwriter: | CSC Financial Co., Ltd. | |
| Huatai United Securities Co., Ltd. | ||
| Morgan Stanley Huaxin Securities Co., Ltd. | ||
| By order of the Board |
| China Southern Airlines Company Limited |
| Xie Bing |
| Company Secretary |
Guangzhou, the People’s Republic of China
18 June 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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