D REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR- ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
D TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to ORD SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report Commission file number 1-14660(Exact name of Registrant as specified in its charter)
CHINA SOUTHERN AIRLINES COMPANY LIMITED(Translation of Registrant's name into English)
THE PEOPLE'S REPUBLIC OF CHINA(Jurisdiction of incorporation or organization)
278 JI CHANG ROAD GUANGZHOU, 510405PEOPLE'S REPUBLIC OF CHINA
(Address of principal executive offices)
Mr. Xie Bing Telephone: +86 20 86124462
mail: ir@csair.com
Fax: +86 20 86659040 Address: 278 JI CHANG ROAD
GUANGZHOU, 510405 PEOPLE'S REPUBLIC OF CHINA
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Ordinary H Shares of par value New York Stock Exchange RMB1.00 per share
represented by American
Depositary Receipts
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: 7,022,650,000 A Shares of par value RMB1.00 per share and 2,794,917,000 H Shares of par value RMB1.00 per share.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
D Yes No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
D Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes D No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
D Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer Accelerated filer D Non-accelerated filer D
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP D
International Financial Reporting Standards
as issued by the International Accounting Standards Board Other D
If "Other" has been checked in response to the previous question, indicate by check mark which financial statement Item the registrant has elected to follow.
D Item 17 D Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
D Yes No
TABLE OF CONTENTSFORWARD-LOOKING STATEMENTS 1
INTRODUCTORY NOTE 2
GLOSSARY OF AIRLINE INDUSTRY TERMS 3
PART I 4
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS. 4
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE. 4
ITEM 3. KEY INFORMATION. 5
Selected Financial Data. 5
Capitalization and Indebtedness. 7
Reasons for the Offer and Use of Proceeds. 7
Risk Factors. 7
ITEM 4. INFORMATION ON THE COMPANY. 18
History and Development of the Company 18
Business Overview 21
Organizational Structure 43
Property, Plant and Equipment 45
ITEM 4A. UNRESOLVED STAFF COMMENTS 46
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 46
Critical Accounting Policies 46
Recently Pronounced International Financial Reporting Standards 48
Overview 48
Certain Financial Information and Operating Data by Geographic Region 51
Operating Results 53
Liquidity and Capital Resources 59
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 62
Directors, Senior Management and Employees 62
Compensation 69
Board Practices 70
Employees 72
Share Ownership 73
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 74
Major Shareholders 74
Related Party Transactions 75
Interests of Experts and Counsel 82
ITEM 8. FINANCIAL INFORMATION 82
Consolidated Statements and Other Financial Information 82
Significant Changes 83
ITEM 9. THE OFFER AND LISTING 83
Offer and Listing Details 83
Plan of Distribution 84
Markets 84
Selling Shareholders 85
Dilution 85
Expenses of the Issue 85
ITEM 10. ADDITIONAL INFORMATION 85
Share Capital 85
Memorandum and Articles of Association 85
Material Contracts 90
Exchange Controls 90
Taxation 91
Dividends and Paying Agents 96
Statement by Experts 96
Documents on Display 96
Subsidiary Information 96
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 96
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 98
Debt Securities 98
Warrants and Rights 98
Other Securities 98
PART II99
American Depositary Shares 98
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 99
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 99
Material Modifications to the Instruments Defining the Rights of Security Holders 99
Material Modifications to the Rights of Registered Securities by Issuing or Modifying any other Class of Securities 99
Withdrawal or Substitution of a Material Amount of the Assets Securing any Registered Securities 99
Change of Trustees or Paying Agents for any Registered Securities 99
Use of Proceeds 99
ITEM 15. CONTROLS AND PROCEDURES 99
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 100
ITEM 16B. CODE OF ETHICS 100
ITEM 16C. PRINCIPAL ACCOUNTING FEES AND SERVICES 101
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEE 101
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 101
ITEM 16F. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT 101
ITEM 16G. CORPORATE GOVERNANCE 101
ITEM 16. MINE SAFETY DISCLOSURE 105
ITEM 17. FINANCIAL STATEMENTS 105
ITEM 18. FINANCIAL STATEMENTS 105
ITEM 19. EXHIBITS 105
Index to Exhibits105
China Southern Airlines Company Ltd. published this content on 28 April 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 25 May 2016 02:55:03 UTC.
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