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
May 12, 2015
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 announcement on May 11, 2015 on the Hong Kong Stock Exchange’s website at:
http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0511/LTN20150511379.pdf,
in relation to authorization of Xiamen Airlines Company Limited to provide loan guarantees to Hebei Airlines Company Limited.
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/ Liu Wei and Xie Bing |
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Name: Liu Wei and Xie Bing |
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Title: Joint Company Secretaries |
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Date: May 12, 2015
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 of China Southern Airlines Company Limited on the Proposed Authorization by General Meeting
to Xiamen Airlines Company Limited on the Provision of Loan Guarantees to Hebei Airlines Company Limited” on the Shanghai
Stock Exchange, 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 and Liu Wei
Joint Company Secretaries
Guangzhou, the People’s Republic of
China
11 May 2015
As at the date of this announcement,
the Directors include Si Xian Min, Yuan Xin An and Yang Li Hua as non-executive Directors, Tan Wan Geng, Zhang Zi Fang and Li Shao
Bin as executive Directors; and Wei Jin Cai, Ning Xiang Dong, Liu Chang Le and Tan Jin Song as independent non-executive Directors.
Stock short name: China South Air Stock |
Code: 600029 |
Notice No.: Lin 2015-013 |
ANNOUNCEMENT
of China Southern Airlines Company Limited
on
the proposed authorization by general meeting to xiamen airlines company limited on the provision of loan guarantees to hebei 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
do 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.
Important Notice:
● Information
on the authorization on provision of guarantees: it is proposed to authorize Xiamen Airlines Company Limited ("Xiamen Airlines")
to provide loan guarantees to Hebei Airlines Company Limited ("Hebei Airlines") with an aggregate balance up to RMB3.5
billion within the period from 1 July 2015 to 30 June 2016;
● The current
balance of guarantees provided by Xiamen Airlines to Hebei Airlines is RMB0;
● The overdue
loan balance in respect of the guarantees for training costs of self-sponsored trainee pilots provided by the Company and Xiamen
Airlines is approximately RMB1.275 million and RMB1.377 million, respectively;
● The proposed
authorization on provision of guarantees is subject to consideration and approval at the general meeting.
I. Overview of
the Authorization on Provision of Guarantees:
In accordance with the
Articles of Association of China Southern Airlines Company Limited (the "Company"), the Board unanimously approved the
following resolutions by way of written resolution on 11 May 2015 :
1. to authorize Xiamen
Airlines to provide loan guarantees to Hebei Airlines with an aggregate balance up to RMB3.5 billion within the period from 1 July
2015 to 30 June 2016;
2. to authorize the
legal representative of Xiamen Airlines (or his authorized person) to deal with all procedures in relation to the abovementioned
guarantees, including but not limited to executing relevant agreements and documents;
3. to request Xiamen
Airlines to submit monthly statements on the aggregate balance of guarantees to the Company and, with reference to actual operation
of Hebei Airlines, timely adjust its investment plan to mitigate investment risks; and
4. to submit the
aforesaid matters to the general meeting of the Company for consideration.
The number of Directors
supposed to be present was 10, of which 10 attended in person. The Directors approved the above resolutions unanimously after consideration.
The manner and procedures for considering the relevant resolution were in compliance with the provisions of the Company Law and
the Articles of Association of the Company.
II. Information
on the Guaranteed Party
(I) Overview of the
Guaranteed Party
Name of guaranteed party:
Hebei Airlines Company Limited
Place of registration:
World Trade Plaza Hotel, No. 303 Zhongshan East Road, Shijiazhuang
Legal representative:
Mu Jianyong
Registered capital:
RMB2.1 billion
Business scope: Domestic
air passenger and cargo transport services; operation and management of dedicated roads for airport; advertising design, production,
agency and publishing; leasing of aviation equipment, tools and devices, and sale of aviation equipment; and import and export
goods and technologies.
Credit rating: AA-
Material contingencies
affecting solvency of the guaranteed party: None
Financial information
for the latest year and the latest period:
| |
Unit: RMB million | |
Item | |
2014 | | |
As at 31 March 2015 | |
Total assets | |
| 4,129.36 | | |
| 4,250.96 | |
Total liabilities | |
| 3,111.61 | | |
| 2,925.66 | |
Total bank loans | |
| 655.62 | | |
| 794.88 | |
Total current liabilities | |
| 1,662.83 | | |
| 1,188.54 | |
Net assets | |
| 1,017.75 | | |
| 1,325.30 | |
Revenue | |
| 1,369.46 | | |
| 347.97 | |
Net profit | |
| -288.09 | | |
| 7.55 | |
Shareholding structure:
Hebei Airlines is owned as to 99.34% by Xiamen Airlines and 0.66% by Shenyang Zhongrui Investment Co., Ltd., respectively.
(II) Relationship
of the Guaranteed Party with the Guarantor and the Company
Xiamen Airlines, a subsidiary
of the Company, is owned as to 51% by the Company, 34% by Xiamen Jianfa Group Co., Ltd. and 15% by Jizhong Energy Company Limited.
Hebei Airlines is a subsidiary of Xiamen Airlines, which owns 99.34% shareholdings of Hebei Airlines.
III. Principal
Terms of the Guarantee Agreement
No guarantee agreement
has been entered into by Xiamen Airlines. The above limit of guarantees represents the proposed aggregate amount of authorized
guarantees available for Xiamen Airlines, within which the amount of a given guarantee transaction is subject to the guarantee
contract to be entered into with relevant financial institutions. The Company will fulfill information disclosure obligations in
accordance with the execution progress of guarantee contracts.
IV. Opinion of
the Board
The Board is of the
opinion that the proposed authorization to Xiamen Airlines on provision of loan guarantees to Hebei Airlines, which takes full
consideration of the needs in production, operation and development of Hebei Airlines, is conducive for Hebei Airlines to broaden
its financing channels, reduce financing costs and assist it in achieving a turnaround from loss-making, and hence is in line with
the overall development needs of the Company and Xiamen Airlines. The Board approves to submit a proposal to the general meeting
for authorizing Xiamen Airlines to provide loan guarantees to Hebei Airlines with an aggregate balance up to RMB3.5 billion within
the period from 1 July 2015 to 30 June 2016.
The important decisions
and daily operations of Hebei Airlines, as a subsidiary of Xiamen Airlines, are under absolute control of Xiamen Airlines, and
hence the significant risks are foreseeable and under effective management. Xiamen Airlines has established strict rules on financing
to closely monitor the financing progress of Hebei Airlines. The Board is of the opinion that Hebei Airlines has adequate solvency
under centralized operation and management by Xiamen Airlines. Meanwhile, Xiamen Airlines is requested to submit monthly statements
on the aggregate balance of guarantees to the Company and, with reference to actual operation of Hebei Airlines, timely adjust
its investment plan to mitigate investment risks.
Independent Directors
of the Company have expressed the following independent opinions on the aforesaid matters:
1. The matters including
the proposed authorization to Xiamen Airlines on provision of loan guarantees to its subsidiary Hebei Airlines with an aggregate
balance up to RMB3.5 billion, as approved by the Board and subject to consideration by the general meeting, which take full consideration
of the needs in production, operation and development of Hebei Airlines, is conducive for Hebei Airlines to broaden its financing
channels, reduce financing costs and assist it in achieving a turnaround from loss-making, and hence is in line with the overall
development needs of the Company and Xiamen Airlines and in the interests of the Company and its shareholders as a whole;
2. As the guarantees
are to be provided to Hebei Airlines, a subsidiary of Xiamen Airlines, the Company and Xiamen Airlines can exercise effective control
and precaution against guarantee risks without damaging the interests of the Company and its shareholders as a whole;
3. The decision-making
procedures of the Board in respect of the abovementioned guarantees are in compliance with the applicable listing rules and the
Articles of Association of the Company and are legitimate and effective.
V. Aggregate Amount
of External Guarantees and Overdue External Guarantees
As at the date of this
announcement, the loan balance in respect of the guarantees for training costs of self-sponsored trainee pilots provided by the
Company and Xiamen Airlines is approximately RMB587.74 million and RMB45.434 million, respectively, representing approximately
1.65% and 0.13% of the Company's audited net assets for latest period, respectively, with aggregate amount of overdue guarantees
of approximately RMB1,275,000 and RMB1,377,000, respectively.
VI. Documents
Available for Inspection
1、The
Board Resolutions
2、Independent
opinions of independent Directors on the proposed authorization by general meeting to Xiamen Airlines Company Limited on the provision
of loan guarantees to Hebei Airlines Company Limited
The Board of
China Southern Airlines
Company Limited
11 May 2015
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