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

 

January 6, 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 ¨

 

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 ¨ 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 January 5, 2015 on the Hong Kong Stock Exchange’s website at: http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0105/LTN201501051728.pdf, in relation to resignation of director and removal of senior management.

 

The Company also published the following List of Directors and their Role and Function on January 5, 2015 on the Hong Kong Stock Exchange’s website at: http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0105/LTN201501051740.pdf.

 

The announcement and the List of Directors and their Role and Function 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/ Liu Wei and Xie Bing  
     
Name:    Liu Wei and Xie Bing  
     
Title: Joint Company Secretaries  

 

Date: January 6, 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.

 

 

RESIGNATION OF DIRECTOR

 

AND

 

REMOVAL OF SENIOR MANAGEMENT

 

This announcement is made by China Southern Airlines Company Limited (the "Company") pursuant to Rules 13.09 and 13.51(2) of the Rules Governing the Listing of Securities of The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong).

 

On 5 January 2015, the Company received a notice from China Southern Air Holding Company, its controlling shareholder, that a case on file for investigation against Mr. Xu Jie Bo, the Executive Director, Executive Vice President, Chief Financial Officer and Chief Accountant of the Company and Mr. Zhou Yue Hai, the Executive Vice President of the Company, have been placed due to the suspicion of job-related crime.

 

Mr. Xu Jie Bo has tendered his resignation in respect of his directorship with the Company with effect from today. Mr. Xu confirms that he has no disagreement in any respect with the board of directors of the Company (the "Board") and the Company, and there is no matter relating to his resignation that should be brought to the attention of the shareholders of the Company.

 

According to the relevant laws and regulations and the articles of association of the Company, all eleven members of the Board considered and unanimously approved that Mr. Xu Jie Bo be removed as the member of Strategic Decision-making Committee, Executive Vice President, Chief Financial Officer and Chief Accountant of the Company and Mr. Zhou Yue Hai be removed as the Executive Vice President of the Company with effect from today.

 

The Board considers that the above matter will not affect the business or operation of the Company.

 

By order of the Board
China Southern Airlines Company Limited
Xie Bing and Liu Wei

Joint Company Secretaries 

 

1
 

 

Guangzhou, the People’s Republic of China

 

5 January 2015

 

As at the date of this announcement, the Directors include Si Xian Min, Wang Quan Hua, 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.

 

2

 



 

Exhibit 99.2

 

 

List of Directors and their Role and Function

 

 

The members of the board of Directors (“Board”) of China Southern Airlines Company Limited are set out below.

 

Non-Executive Directors

Si Xian Min(Chairman)

Wang Quan Hua

Yuan Xin An

Yang Li Hua

 

Executive Directors

Tan Wan Geng(Vice Chairman and President)

Zhang Zi Fang(Executive Vice President)

Li Shao Bin

 

Independent Non-Executive Directors

Wei Jin Cai

Ning Xiang Dong

Liu Chang Le

Tan Jin Song

 

There are four Board committees. The table below provides membership information of these committees on which each Board member serves.

 

  Board
   

 Committee

Director

Audit
Committee
Remuneration
and
Assessment
Committee
Nomination
Committee
Strategic
Decision-
making
Committee
Si Xian Min     C M
Wang Quan Hua   M    
Yuan Xin An        
Yang Li Hua        
Tan Wan Geng       C
Zhang Zi Fang        
Li Shao Bin        
Wei Jin Cai M   M M
Ning Xiang Dong M C    
Liu Chang Le       M
Tan Jin Song C M M  

 

1
 

 

Notes:

C Chairman of the relevant Board committees
M Member of the relevant Board committees

  

Guangzhou, the People’s Republic of China

5 January 2015

 

2

 

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