6-K

CHINA SOUTHERN AIRLINES CO LTD (CHKIF)

6-K 2022-08-11 For: 2022-08-11
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Added on April 06, 2026

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

August 11, 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 August 10, 2022 on the Hong Kong Stock Exchange’s website at:

https://www1.hkexnews.hk/listedco/listconews/sehk/2022/0810/2022081000798.pdf, in relation to the completion of the non-public issuance of H 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/ Xie Bing
Name: Xie Bing
Title: Company Secretary
Date: August 11, 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.

LOGO

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1055)

COMPLETION OF THE NON-PUBLIC ISSUANCE OF H SHARES

References are made to the announcements of China Southern Airlines Company Limited (the “Company”) dated 29 October 2021, 11 January 2022 and 18 March 2022 (the “Announcements”) and the circular of the Company dated 11 November 2021 (the “Circular”) in relation to, amongst others, the H 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 that all of the conditions precedent set out in the H Shares Subscription Agreement have been fulfilled. The H Share Subscription Price was determined as HK$4.88 per H Share in accordance with the mechanism as disclosed in the Circular, representing the latest audited net asset value per Share attributable to equity shareholders of the Company in HK$ calculated based on the central parity rate announced by the People’s Bank of China on the Board Meeting Date for the new H Shares. A total of 368,852,459 H Shares have been issued to Nan Lung Holding Limited (“Nan Lung”) at an issue price of HK$4.88 per H Share on 10 August 2022. Accordingly, immediately after completion of the H Share Issuance, the total number of issued Shares is 17,317,316,435 Shares, comprised of 4,643,997,308 issued H Shares and 12,673,319,127 issued A Shares. The net price of each new H Share issued under the H Share Issuance was HK$4.88 per H Share.

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EFFECTS ON SHAREHOLDING STRUCTURE

The shareholding structure of the Company immediately before and after the completion of the H Share Issuance is as follows:

Class of shares Immediately before thecompletion of the H ShareIssuance Immediately after thecompletion of the H ShareIssuance
number of<br><br><br>shares percentage<br><br><br>ratio (%) number of<br><br><br>shares percentage<br><br><br>ratio (%)
China Southern Air Holding Limited Company (“CSAH”) 10,880,881,085 64.20 11,249,733,544 64.96
Among which:
A Shares held directly by CSAH ^(Note 1)^ 8,600,897,508 50.75 8,600,897,508 49.67
H Shares held through Nan Lung*^(Note 1)^* 2,279,983,577 13.45 2,648,836,036 15.30
Other Shareholders (A Shares) 4,072,421,619 24.03 4,072,421,619 23.52
Other Shareholders (H Shares) 1,995,161,272 11.77 1,995,161,272 11.52
Total **** 16,948,463,976 **** 100.00 **** 17,317,316,435 **** 100.00 ^(Note 2)^ ****

Notes:

1. Immediately after completion of the H Share Issuance, CSAH was deemed to be interested in an aggregate of<br>2,648,836,036 H Shares through its direct and indirect wholly-owned subsidiaries in Hong Kong, of which 31,150,000 H Shares were directly held by Perfect Lines (Hong Kong) Limited (representing approximately 0.67% of its then total issued H Shares)<br>and 2,617,686,036 H Shares were directly held by Nan Lung (representing approximately 56.37% of its then total issued H Shares). As Perfect Lines (Hong Kong) Limited is also a wholly-owned subsidiary of Nan Lung, Nan Lung was also deemed to be<br>interested in the 31,150,000 H Shares held by Perfect Lines (Hong Kong) Limited.
2. Discrepancies between the column sum and the total shareholding are due to rounding of percentage numbers.<br>
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As at the date of this announcement, the A Share Issuance has not been completed. The Company will disclose the relevant information in a timely manner according to the progress of relevant matters. Investors are advised to pay attention to the investment risks.

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Shareholders and potential investors are advised to exercise caution when dealing in the Shares, and arerecommended to seek professional advice if they are in any doubt about their position and as to actions that they should take.

By order of the Board
China Southern Airlines Company Limited
Xie Bing
Company Secretary

Guangzhou, the People’s Republic of China

10 August 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, Guo Wei and Yan Andrew Y as independent non-executive Directors.

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