China Southern Airlines : 2016 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C. 20549

FORM 20-F

D REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[RI ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016

OR

D TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

OR

D 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, 510405

PEOPLE'S REPUBLIC OF CHINA

(Address of principal executive offices)

Mr. Xie Bing Telephone: +86 20 86124462

E-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 RMB1.00 per share represented by American Depositary Receipts

New York Stock Exchange

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 [RI 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 [RI 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.

[RI 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 [RI 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 [RI 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 [RI

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 [RI No

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS1

INTRODUCTORY NOTE2

GLOSSARY OF AIRLINE INDUSTRY TERMS3

PART I4

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS4

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE4

ITEM 3. KEY INFORMATION5

A. Selected Financial Data.5

B. Capitalization and Indebtedness7

C. Reasons for the Offer and Use of Proceeds7

D. Risk Factors7

ITEM 4. INFORMATION ON THE COMPANY17

A. History and Development of our Company17

B. Business Overview20

C. Organizational Structure43

D. Property, Plant and Equipment44

ITEM 4A. UNRESOLVED STAFF COMMENTS45

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS45

A. Operating Results52

B. Liquidity and Capital Resources60

C. Research and Development, Patents and Licenses, etc.61

D. Trend Information61

E. Off-Balance Sheet Arrangements62

F. Tabular Disclosure of Contractual Obligations62

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES63

A. Directors, Senior Management and Employees63

B. Compensation71

C. Board Practices72

D. Employees73

E. Share Ownership74

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS75

A. Major Shareholders75

B. Related Party Transactions75

C. Interests of Experts and Counsel84

ITEM 8. FINANCIAL INFORMATION85

A. Consolidated Statements and Other Financial Information85

B. Significant Changes86

ITEM 9. THE OFFER AND LISTING86

1. Offer and Listing Details 86
2. Plan of Distribution 87
3. Markets 87
4. Selling Shareholders 87
5. Dilution 87
6. Expenses of the Issue 87

ITEM 10. ADDITIONAL INFORMATION 87

1. Share Capital 87
2. Memorandum and Articles of Association 87
3. Material Contracts 92
4. Exchange Controls 92
5. Taxation 93
6. Dividends and Paying Agents 98
7. Statement by Experts 98
8. Documents on Display 98
9. Subsidiary Information 98

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 98

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 101

1. Debt Securities 101
2. Warrants and Rights 101
3. Other Securities 101
4. American Depositary Shares 101

PART II 102

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 102

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 102

1. Material Modifications to the Instruments Defining the Rights of Security Holders 102
2. Material Modifications to the Rights of Registered Securities by Issuing or Modifying any other Class of Securities 102
3. Withdrawal or Substitution of a Material Amount of the Assets Securing any Registered Securities 102
4. Change of Trustees or Paying Agents for any Registered Securities 102
5. Use of Proceeds 102

ITEM 15. CONTROLS AND PROCEDURES102

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT104

ITEM 16B. CODE OF ETHICS104

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES105

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEE105

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS105

ITEM 16F. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT105