Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
14 July 2023 - 8:05PM
Edgar (US Regulatory)
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
July 14, 2023
CHINA
SOUTHERN AIRLINES COMPANY LIMITED
68 Qi Xin Road
Guangzhou, 510403
Peoples 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 ☐
China Southern Airlines Company Limited (the Company) published the following
announcements on July 13, 2023 on the Hong Kong Stock Exchanges website at:
https://www1.hkexnews.hk/listedco/listconews/sehk/2023/0713/2023071300793.pdf, in relation to the resignation of independent
non-executive director; change in composition of nomination committee; and proposed appointment of independent non-executive director; and
https://www1.hkexnews.hk/listedco/listconews/sehk/2023/0713/2023071300795.pdf, in relation to the list of directors and their roles and functions.
The announcements in English are included as exhibits 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/ Chen Wei Hua and Liu Wei |
Name: |
|
Chen Wei Hua and Liu Wei |
Title: |
|
Joint Company Secretaries |
Date: July 14, 2023
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.
(a joint stock limited company incorporated in the Peoples Republic of China with limited
liability)
(Stock Code: 1055)
RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR;
CHANGE IN COMPOSITION OF NOMINATION
COMMITTEE; AND
PROPOSED
APPOINTMENT OF INDEPENDENT
NON-EXECUTIVE DIRECTOR
RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND CHANGE IN COMPOSITION OF NOMINATION COMMITTEE
The board (the Board) of directors (the Directors, and each a Director) of China Southern Airlines
Company Limited (the Company, together with its subsidiaries, the Group) hereby announces that Mr. Liu Chang Le (Mr. Liu) has tendered his resignation as the
independent non-executive Director and a member of the nomination committee of the Board (the Nomination Committee) with effect from 13 July 2023 due to his health reason.
Mr. Liu confirmed that he has no disagreement in any respect with the Board or the Company, and there is no matter relating to his resignation that
should be brought to the attention of the shareholders of the Company (the Shareholders).
The Board would like to express its sincere
appreciation to Mr. Liu for his contribution to the Companys development during his terms of office.
PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR
On 13 July 2023, the Board resolved to propose to appoint Ms. Pansy Catilina Chiu
King Ho (Ms. Ho) as an independent non-executive Director of the 9th session of the Board based on the recommendation proposed by the Nomination Committee (the
Proposed Appointment).
1
In accordance with the articles of association of the Company, the Proposed Appointment is subject to the
approval by the Shareholders at a general meeting of the Company. The Proposed Amendment will be submitted to the second extraordinary general meeting of 2023 of the Company to be held on Thursday, 3 August 2023 at 9:00 a.m. (the
EGM) for consideration. Upon due appointment of Ms. Ho, she will enter into a service contract with the Company and shall hold her office until the expiration of the term of the current session of the Board.
The biographical details of Ms. Ho are as follows:
Ms. Pansy Catilina Chiu King Ho, female, born in August 1962 (aged 60), graduated from the Santa Clara University in California, the
United States with a Bachelors degree in Marketing and International Business Management. Ms. Ho is a member of the Chinese Peoples Political Consultative Conference and the Vice Chairman of
All-China Federation of Industry and Commerce. Currently, Ms. Ho serves as the Co-Chairman and Executive Director of MGM China Holdings Limited; the Executive
Chairman and Managing Director of Shun Tak Holdings Limited; the Chairman of Occasions Asia Pacific Holdings Company Limited; the Chairman of Macau Tower Convention & Entertainment Center; the
Non-Executive Director and Vice Chairman of the board of Phoenix Media Investment (Holdings) Limited; a Director of Artyzen Hospitality Group Limited; and an Executive Director of Air Macau Company Limited and
etc. Ms. Ho also served as an Independent Non-Executive Director of Sing Tao News Corporation Limited. Ms. Ho was bestowed the Commander Medal of Solidarity Star by the Government of Italy in 2006;
the Legion of Honor Medal by the Government of France in 2018; the Medal of Merit-Tourism by the Government of Macau in 2019; and the Grand Bauhinia Medal by the Government of the Hong Kong Special Administrative Region in 2020. Ms. Ho is the
Bearer of Red Flag March 8 and was awarded the Bearer of Red Flag March 8 Medal by Beijing Government. Ms. Ho was bestowed the Legion of Honor Officer Medal by the Government of France in 2022.
Pursuant to the Administrative Measures on Directors Remuneration of China Southern Airlines Company Limited, the annual basic emolument of
a Director is determined with reference to the responsibilities, risks and contributions of his/her position. The annual basic emolument of Ms. Ho as an independent non-executive Director of the 9th
session of the Board is either RMB200,000 (before taxation) or be determined according to relevant national policies. The annual basic emolument of independent non-executive Directors of the 9th session of the
Board was approved by the Shareholders on the first extraordinary general meeting of 2021 of the Company on 30 April 2021.
As at the date of this
announcement, save as disclosed above, Ms. Ho (i) has not held any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other major
appointments and professional qualifications; (ii) has not had any relationship with any Directors, supervisors, senior management, substantial or controlling shareholders of the Company; (iii) has not held any other position with the Group;
and (iv) has not had any interests in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
2
As at the date of this announcement, save as disclosed above, there is no other matter that needs to be
brought to the attention of the holders of securities of the Company in connection with the Proposed Appointment, nor is there any other information to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited.
GENERAL
The Company has issued a notice of the EGM on 19 June 2023. A supplemental notice of the EGM in relation to the above Proposed Appointment will be issued
and despatched to the Shareholders as soon as practicable.
|
By order of the Board
China Southern Airlines Company Limited
Chen Wei Hua and Liu Wei |
Joint Company Secretaries |
Guangzhou, the Peoples Republic of China
13 July 2023
As at the date of this announcement, the
Directors include Ma Xu Lun, Han Wen Sheng and Luo Lai Jun as executive Directors; and Gu Hui Zhong, Guo Wei and Cai Hong Ping as independent non-executive Directors.
3
Exhibit 99.2
(a joint stock limited company incorporated in the Peoples Republic of China with limited
liability)
(Stock Code: 1055)
List of Directors and their Roles and Functions
The members of the board of directors (the Board) of China Southern Airlines Company Limited are set out below.
Executive Directors
Ma Xu Lun (Chairman)
Han Wen Sheng (Vice Chairman and President)
Luo Lai Jun
Independent Non-Executive Directors
Gu Hui Zhong
Guo Wei
Cai Hong Ping
There are five Board committees. The table below
provides membership information of these committees on which each Board member serves.
|
|
|
|
|
|
|
|
|
|
|
Director Board Committee |
|
Audit and Risk
Management
Committee |
|
Remuneration and
Assessment
Committee |
|
Nomination
Committee |
|
Strategic and
Investment
Committee |
|
Aviation Safety
Committee |
Ma Xu Lun |
|
|
|
|
|
M |
|
|
|
C |
Han Wen Sheng |
|
|
|
M |
|
|
|
C |
|
M |
Gu Hui Zhong |
|
C |
|
M |
|
C |
|
M |
|
|
Guo Wei |
|
M |
|
C |
|
|
|
|
|
M |
Cai Hong Ping |
|
M |
|
|
|
|
|
M |
|
|
Notes:
C |
Chairman of the relevant Board committee |
M |
Member of the relevant Board committee |
Guangzhou, the Peoples Republic of China
13 July 2023
China Southern Airlines (PK) (USOTC:ZNHYY)
Historical Stock Chart
From May 2024 to Jun 2024
China Southern Airlines (PK) (USOTC:ZNHYY)
Historical Stock Chart
From Jun 2023 to Jun 2024