China Southern Airlines Co Ltd 6-K, filed Sep 10, 2020
China Southern Airlines Co Ltd (CHKIF)
About this 6-K
China Southern Airlines Co Ltd filed this 6-K on September 10, 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
September 9, 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 September 9, 2020 on the Hong Kong Stock Exchange’s website at:
https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0909/2020090900349.pdf, in relation to the proposed listing of a wholly-owned subsidiary of the Company to attract capital.
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: September 9, 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.
OVERSEAS REGULATORY ANNOUNCEMENT
This announcement is published pursuant to rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
As China Southern Airlines Company Limited has published the “Announcement on the Proposed Listing of a Wholly-Owned Subsidiary of China Southern Airlines Company Limited to Attract Capital”, the full text of the announcement is set out below for information purpose.
| By order of the Board
China Southern Airlines Company Limited
Xie Bing
Company Secretary |
Guangzhou, the People’s Republic of China
9 September 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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| Stock short name: China South Air | Stock Code: 600029 | Notice No.: Lin 2020-057 |
ANNOUNCEMENT ON THE PROPOSED LISTING OF A WHOLLY-OWNED SUBSIDIARY OF CHINA SOUTHERN AIRLINES COMPANY LIMITED TO ATTRACT CAPITAL
The board (the “Board”) of directors (the “Directors”) of the Company and all of its members confirm that the contents of this announcement do not contain any misrepresentations, misleading statements or material omission, and jointly and severally accept full responsibilities for the truthfulness, accuracy and completeness of the information contained in this announcement.
In order to further deepen reforms, improve capital allocation and operational efficiency, and to build an internationally competitive modern logistics service provider, China Southern Airlines Cargo Logistics (Guangzhou) Co., Ltd. (the “CSA Logistics”), a wholly-owned subsidiary of China Southern Airlines Company Limited (the “Company”), intends to carry out mixed ownership reform. As such, it is proposed that CSA Logistics will be publicly listed on the Shanghai United Assets and Equity Exchange to publicly recruit one to fifteen strategic investors through capital increase with a share capital ratio not exceeding 49.5% (including employee shareholding). After the completion of the capital increase, the Company will remain as the controlling shareholder of CSA Logistics. In accordance with relevant regulations on state-owned asset transactions, CSA Logistics will determine the final investors and transaction prices after engaging in competitive negotiations and obtaining regulatory approvals. For the basic information of CSA Logistics and other relevant details, please refer to the “Application for Disclosure of Capital Increase Information” published by CSA Logistics on the website of the Shanghai United Assets and Equity Exchange.
On 9 September 2020, the Company’s eighth session of the Board held an extraordinary meeting to approve the proposal of CSA Logistics to be publicly listed on the Shanghai United Assets and Equity Exchange and select eligible investors through relevant transaction procedures (the transaction price shall not be lower than the recorded assessment value). The number of Directors supposed to be present was 7, of which 7 attended in person. The voting results was: 7 votes in favor, 0 vote against, and 0 abstention.
According to the financial data of CSA Logistics in the most recent fiscal year, this transaction does not constitute a material asset reorganization under the “Administrative Measures for the Material Asset Reorganizations of Listed Companies” and therefore does not need to be submitted to the Company’s general meeting for shareholders’ approval. Since this equity transaction is publicly listed on the Assets and Equity Exchange, the investors and the final transaction price are uncertain. The Company will disclose relevant information in a timely manner in accordance with the relevant requirements of the listing rules and specific transaction conditions. Investors are advised to pay attention to investment risks.
The Board of Directors of
China Southern Airlines Company Limited
9 September 2020
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