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
April 13,
2010
CHINA
SOUTHERN AIRLINES COMPANY LIMITED
(Translation
of registrant's name into English)
278
Jichang Road
Guangzhou,
Guangdong 510405
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. x Form 40-F. o
(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 o No. x
(If "Yes"
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-________.)
China
Southern Airlines Company Limited (the “Company”) published the following
announcements on April 12, 2010 on the Hong Kong Stock Exchange’s website
at:
(i) http://www.hkexnews.hk/listedco/listconews/sehk/20100412/LTN20100412890.pdf
with respect to further notices of its extraordinary general meeting, class
meeting for holders of A Shares, and class meeting for holders of H
Shares.
(ii)
http://www.hkexnews.hk/listedco/listconews/sehk/20100412/LTN20100412948.pdf
with respect to the resolutions passed at the board meeting of the Company held
on April 12, 2010; and
(iii)
http://www.hkexnews.hk/listedco/listconews/sehk/20100412/LTN20100412914.pdf
with respect to resolutions passed at the meeting of the supervisory committee
of the Company held on April 12, 2010.
English
versions of the announcements are included in this Form 6-K of the
Company.
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/ Liu Wei and
Xie
Bing
Name: Liu
Wei and Xie Bing
Title:
Joint Company Secretaries
Date:
April 13, 2010
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 13.09(2) of the Rules Governing the
Listing of Securities on the Stock Exchange of Hong Kong Limited.
China
Southern Airlines Company Limited (the “Company”) has published the “Further
Announcement of the First Extraordinary General Meeting of 2010, the First Class
Meeting for Holders of A Shares of 2010 and the First Class Meeting for Holders
of H Shares of 2010 of China Southern Airlines Company Limited” on the website
of Shanghai Stock Exchange, the full text of which is set out below for
information purpose only.
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By
order of the Board
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China
Southern Airlines Company Limited
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Xie
Bing and Liu Wei
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Joint
Company Secretaries
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Guangzhou,
the People’s Republic of China
12 April
2010
As
at the date of this announcement, the directors of the Company include Si Xian
Min, Li Wen Xin, Wang Quan Hua, Liu Bao Heng, Tan Wan Geng, Zhang Zi
Fang, Xu Jie Bo and Chen Zhen You as executive directors; and Wang Zhi, Sui
Guang Jun, Gong Hua Zhang and Lam Kwong Yu as independent non-executive
directors.
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Securities
Initial: CSA
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Securities
Code: 600029
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Announcement
SN: Lin 2010-010
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Further
Announcement of the First Extraordinary General Meeting of 2010, the First
Class
Meeting
for Holders of A Shares of 2010 and the First Class Meeting for Holders of H
Shares of
2010
of China Southern Airlines Company Limited
The board
(the “Board”) of directors (the “Directors”) of the Company and all of its
members confirm that the contents of this announcement does not contain
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.
SPECIAL
NOTICE
China
Southern Airlines Company Limited (the "Company") has published the notices of
the First Extraordinary General Meeting of 2010, the First Class Meeting for
Holders of A Shares of 2010 and the First Class Meeting for Holders of H Shares
of 2010 (the "Meetings") in China Securities Journal and Shanghai Securities
News on 16 March 2010 and would like to provide further notice as to the timing,
venue of and resolutions to be considered at the said Meetings:
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I.
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Time
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The First
Extraordinary General Meeting of 2010, the First Class Meeting for Holders of A
Shares of 2010 and the First Class Meeting for Holders of H Shares of 2010 will
be held immediately one after another from 2:00 pm on 30 April 2010
(Friday).
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II.
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Venue
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1st
Conference Room, 4/F, Southern Airlines Pearl Hotel, No. 5 Road, South Work
District, Guangzhou New Baiyun International Airport
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III.
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Manner
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These
Meetings will be held by way of on-site voting and online voting. Holders of A
Shares may exercise their voting right through the transaction platform of
Shanghai Stock Exchange within the transaction time.
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IV.
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Resolutions
to be considered
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(1)
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At
the First Extraordinary General Meeting of
2010:
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As
special resolutions
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1.
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“THAT, the satisfaction
of the conditions of the non-public issue of A Shares and the non-public
issue of H Shares by the Company be and is hereby considered and
approved.”
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2.
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“THAT, each of the
following items under the proposal of the non-public issue of A Shares and
the non-public issue of H Shares be considered and
approved:
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2.1
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Types
of Shares to be issued and the par
value
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2.2
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Issue
mechanism and subscription method
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2.3
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Targeted
subscribers and their relationship with the
Company
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2.4
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Price
determination date
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2.5
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Minimum
issue price
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2.6
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Number
of Shares to be issued and issue
scale
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2.7
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Adjustment
to the number of Shares issue and the issue
price
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2.8
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Lock-up
Period
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2.9
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Place
of listing
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2.10
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Use
of proceeds
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2.11
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The
relationship between the non-public issue of A Shares and the
non-publicissue
of H Shares
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2.12
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The
arrangement for the distribution of profits accumulated before the
non-public issue of Shares
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2.13
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The
Proposal for Non-Public Issue of A Shares by China Southern Airlines
Company Limited
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2.14
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Validity
period of this resolution.”
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3.
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“THAT, “the Subscription
Agreement for Non-Public Issue of A Shares of China Southern Airlines
Company Limited” and “the Subscription Agreement for Non-Public Issue of H
Shares of China Southern Airlines Company Limited" be considered and
approved.”
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4.
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“THAT any amendments to
the relevant provisions of the Articles of Association as a result of the
Non-Public issue of A shares and H shares be considered and
approved.”
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5.
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“THAT, the “Explanation
on the use of funds raised in previous fund raising exercise" be
considered and approved.”
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As
ordinary resolutions:
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6.
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“THAT, the “feasibility
study report on the funds raised from the non-public issue of A Shares of
China Southern Airlines Company Limited” is hereby considered
and approved.”
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7.
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“THAT, the waiver from
making a mandatory general offer to the Independent Shareholders by CSAHC
and Nan Lung be and is hereby considered and
approved.”
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8.
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“THAT, the Board be and
is hereby authorized with full power to deal with all matters relating to
the non-public issue of A Shares and the non-public issue of H
Shares.”
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Connected
shareholders shall be abstained from voting for resolutions no. 2, 3, 7 and 8 in
the Meetings.
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(2)
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At
the First Class Meeting for Holders of A Shares of 2010 and at the First
Class Meeting for Holders of H Shares of
2010:
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As
special resolutions:
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1.
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“THAT, the satisfaction
of the conditions of the non-public issue of A Shares and the non-public
issue of H Shares by the Company be and is hereby considered and
approved.”
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2.
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“THAT, each of the
following items under the proposal of the non-public issue of A Shares and
the non-public issue of H Shares be considered and
approved:
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2.1
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Types
of Shares to be issued and the par
value
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2.2
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Issue
mechanism and subscription method
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2.3
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Targeted
subscribers and their relationship with the
Company
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2.4
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Price
determination date
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2.5
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Minimum
issue price
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2.6
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Number
of Shares to be issued and issue
scale
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2.7
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Adjustment
to the number of Shares issue and the issue
price
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2.8
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Lock-up
Period
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2.9
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Place
of listing
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2.10
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Use
of proceeds
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2.11
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The
relationship between the non-public issue of A Shares and the non-public
issue of H Shares
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2.12
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The
arrangement for the distribution of profits accumulated before the
non-public issue of Shares
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2.13
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The
Proposal for Non-Public Issue of A Shares by China Southern Airlines
Company Limited
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2.14
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Validity
period of this resolution.”
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3.
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“THAT, “the Subscription
Agreement for Non-Public Issue of A Shares of China Southern Airlines
Company Limited” and “the Subscription Agreement for Non-Public Issue of H
Shares of China Southern Airlines Company Limited" be considered and
approved.”
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Connected
shareholders shall be abstained from voting for resolutions no. 2 and 3 in the
Meetings.
For
details of the First Extraordinary General Meeting of 2010, the First Class
Meeting for Holders of A Shares of 2010 and the First Class Meeting for Holders
of H Shares of 2010 of the Company, please refer to the notices of the First
Extraordinary General Meeting of 2009, the First Class Meeting for Holders of A
Shares of 2009 and the First Class Meeting for Holders of H Shares of 2009
published by the Company in China Securities Journal and Shanghai Securities
News on 16 March 2010.
The
Board of China Southern Airlines Company Limited
12 April
2010
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 13.09(2) of The Rules Governing the
Listing of Securities on the Stock Exchange of Hong Kong Limited.
As China
Southern Airlines Company Limited (the “Company”) has published the
“Announcement on Resolutions passed at the Eleventh Meeting of the Fifth Session
of the Board of China Southern Airlines Company Limited” on the Shanghai Stock
Exchange, the full text of the announcement is set out below for information
purpose.
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By
order of the Board
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China
Southern Airlines Company Limited
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Xie
Bing and Liu Wei
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Joint
Company Secretaries
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Guangzhou,
the People’s Republic of China
12 April
2010
As
at the date of this announcement, the directors of the Company include Si Xian
Min, Li Wen Xin, Wang Quan Hua, Liu Bao Heng, Tan Wan Geng, Zhang Zi Fang, Xu
Jie Bo and Chen Zhen You; and independent non-executive directors include Wang
Zhi, Sui Guang Jun, Gong Hua Zhang and Lam Kwong Yu.
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Stock
short name: China South Air
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Stock
Code: 600029
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Notice
No.: Lin 2010-011
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ANNOUNCEMENT
ON RESOLUTIONS PASSED AT THE ELEVENTH
MEETING
OF THE FIFTH SESSION OF THE BOARD OF
CHINA
SOUTHERN AIRLINES COMPANY LIMITED
All
members of the board of the Company jointly and severally warrant the
truthfulness, accuracy and completeness of the contents of this announcement,
and accept responsibility for any misrepresentations, misleading statements or
material omissions contained herein.
On 12
April 2010, China Southern Airlines Company Limited (the "Company") held the
eleventh meeting of the fifth session of the Board at the 1st Conference Room,
4/F, Guangzhou Baiyun International Airport Southern Airlines Pearl Hotel. The
number of Directors supposed to be present was 12, of which 10 attended in
person. Director Liu Bao Heng, who did not attend the meeting because of
business reasons, authorized director Wang Quan Hua to attend the meeting on his
behalf. Director Tan Wan Geng, who did not attend the meeting because of
business reasons, authorized director Zhang Zi Fang to attend the meeting on his
behalf. The meeting was held in compliance with the relevant provisions of the
Company Law of the People's Republic of China and the Articles of Association of
the Company.
The
following resolutions were passed at the meeting:
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I.
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To
consider and approve the whole text and summary of the annual report and
results announcement for the year 2009 (including financial statements
prepared under the PRC accounting standards and the IFRS as well as the
Report of the Directors), and to publish the results for 2009 of the
Company on the same date.
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II.
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To
consider and pass the profit distribution
plan.
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As
audited by KPMG Huazhen, under the PRC accounting standards, profit attributable
to equity shareholders of the Company for 2009 amounted to RMB 358 million, as
at 31 December 2009, the accumulated loss of the Company amounted to RMB5.734
billion. According to the provisions of the Company Law, there is no withdrawal
of reserve fund and no payment of dividend by the Company for the year
2009.
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III.
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To
consider and pass the change of accounting policy for property, plant and
equipment according to the IFRS
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As the
Company adopted the revaluation model to account for property, plant and
equipment in accordance with IFRSs for its listing in 1997, the Company
continues to use the revaluation model to account for its fixed assets under the
IFRS, which is different from the accounting policies used by the financial
statements prepared under the PRC Accounting Standards. According to
Interpretation 2 of Accounting Standards for Business Enterprises issued by the
Ministry of Finance in August 2008 which aims to drive the elimination of
differences in financial statements prepared under the PRC accounting standards
and the IFRSs, the Company changed its IFRSs accounting policy in respect of the
property, plant and equipment from the revaluation model to the historical cost
model. Such change will not affect the financial statements prepared
under the PRC Accounting Standards.
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IV.
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To
consider and approve reappointment of KPMG as the international auditors
and KPMG Huazhen as the domestic auditors of the Company, and propose to
the general meeting to authorise the Board to fix their
remuneration.
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V.
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To
consider and approve the “Internal Control Appraisal Report for 2009” and
the "Board’s
Internal Control Self-Appraisal Report for 2009" of the
Company.
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The full
text of the "Board’s Internal Control Self-Appraisal Report for 2009" of the
Company is published on the website of Shanghai Stock Exchange (www.sse.com.cn).
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VI.
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To
consider and approve the "Corporate Social Responsibility Report for
2009" of the
Company.
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The full
text of the "Corporate Social Responsibility Report for 2009" of the Company is
published on the website of Shanghai Stock Exchange (www.sse.com.cn).
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VII.
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To
consider and approve the "Management
System of External Information Users" of the
Company.
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The full
text of the "Management System of External Information Users" of the Company is
published on the website of Shanghai Stock Exchange (www.sse.com.cn).
According
to the rules and regulation on the places of listing of the Company and its
articles of association, the aforesaid resolutions no. 1, 2 and 4 shall be
submitted to the Company's 2009 annual general meeting for review. Further
announcements will be made in relation to the specific matters to be discussed
at the Company's 2009 annual general meeting.
The
Board of
China
Southern Airlines Company Limited
12 April
2010
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 13.09(2) of The Rules Governing the
Listing of Securities on the Stock Exchange of Hong Kong Limited.
As China
Southern Airlines Company Limited (the “Company”) has published the
“Announcement on the Resolutions passed at the Eighth Meeting of the Fifth
Session of the Supervisory Committee of China Southern Airlines Company Limited”
on the Shanghai Stock Exchange, the full text of the announcement is set out
below for information purpose.
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By
order of the Board
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China
Southern Airlines Company Limited
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Xie
Bing and Liu Wei
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|
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Joint
Company Secretaries
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Guangzhou,
the People’s Republic of China
12 April
2010
As
at the date of this announcement, the directors of the Company include Si Xian
Min, Li Wen Xin, Wang Quan Hua, Liu Bao Heng, Tan Wan Geng, Zhang Zi Fang, Xu
Jie Bo and Chen Zhen You; and independent non-executive directors include Wang
Zhi, Sui Guang Jun, Gong Hua Zhang and Lam Kwong Yu.
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Stock
short name: China South Air
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Stock
Code: 600029
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Notice
No.: Lin 2010-012
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ANNOUNCMENT
ON RESOLUTIONS PASSED AT THE EIGHTH MEETING OF THE
FIFTH
SESSION OF THE SUPERVISORY COMMITTEE OF
CHINA
SOUTHERN AIRLINES COMPANY LIMITED
All
members of the supervisory committee of the Company jointly and severally
warrant the truthfulness, accuracy and completeness of the contents of this
announcement, and accept responsibility for any misrepresentations, misleading
statements or material omissions contained herein.
On 12
April 2010, the Fifth Session of the supervisory committee (“Supervisory
Committee”) of China Southern Airlines Company Limited (the “Company”) held the
eighth Supervisory Committee meeting at No. 3 Conference Room, 4th Floor, Pearl
Hotel CSN. Five supervisors (the “Supervisors”) are eligible to attend the
Supervisory Committee meeting and five Supervisors attended the Supervisory
Committee meeting. The procedures of the Supervisory Committee meeting were in
compliance with the relevant requirements of Company Law of the PRC and the
Articles of Association of the Company.
The
Supervisors who were present at the Supervisory Committee meeting passed the
following resolutions:
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1.
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the
full text and summary of the 2009 annual report (the “Annual Report”), the
annual results announcement for the year 2009 of the Company (including H
Shares and A Shares) were considered and
approved;
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2.
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the
Report of the Supervisory Committee for the year 2009, and its proposed
submission to the 2009 annual general meeting of the Company for approval,
were considered and approved;
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3.
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the
“Corporate Social Responsibility Report for 2009 of China Southern
Airlines Company Limited” was considered and approved
.
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The
Supervisory Committee reviewed the Annual Report prepared by the board of
directors of the Company and formed the following opinions:
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a.
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the
preparation and approval procedures of the Annual Report were in
compliance with the requirements under the applicable laws and
regulations, articles of association of the Company and the relevant
internal corporate governance rules and regulations of the
Company;
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b.
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the
contents and format of the Annual Report were in compliance with the
relevant requirements of China Securities Regulatory Commission and
Shanghai Stock Exchange, and information disclosed therein reflected
correctly the operational, management and financial status of the Company,
without any false representation, misleading statement or material
omission; and
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c.
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none
of the persons involved in the preparation and approval of the Annual
Report has committed any action in breach of confidentiality requirements
in respect of the Annual Report.
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The
Supervisory Committee of
China
Southern Airlines Company Limited
12 April
2010