ZNH China Southern Airlines Co Ltd

 

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

 

October 26, 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¨      Nox

 

(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 October 22, 2015 on the Hong Kong Stock Exchange’s website at: http://www.hkexnews.hk/listedco/listconews/SEHK/2015/1022/LTN20151022438.pdf, in relation to Proposed Public Insurance of Corporate Bonds.

 

The announcement in English is included as 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/ Xie Bing

 

Name: Xie Bing

 

Title: Company Secretary

 

Date: October 26, 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 on the Proposed Pubic Issuance of the Corporate Bonds of China Southern 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
	Company Secretary

 

Guangzhou, the People’s Republic of China

22 October 2015

 

As at the date of this notice, the Directors include Si Xian Min, Yuan Xin An and Yang Li Hua as nonexecutive Directors, Tan Wan Geng, Zhang Zi Fang and Li Shao Bin as executive Directors; and Ning Xiang Dong, Liu Chang Le, Tan Jin Song, Guo Wei and Jiao Shu Ge as independent non-executive Directors.

 

 

Stock short name: China South Air                                Stock Code: 600029                                Notice No.: Lin 2015-030

 

ANNOUNCEMENT on the proposed public Issuance of

the corporate bonds of

China Southern 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.

 

In order to broaden financing channels and meet corporate capital needs, according to the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Administrative Measures on Issuance and Trading of Corporate Bonds and other relevant laws, regulations and regulatory documents, as well as Article 176 of the Articles of Association of China Southern Airlines Company Limited (the "Company") and the general mandate on issuance of debt financing instruments approved at the 2014 annual general meeting of the Company, the Board considered and passed the following resolution by means of written resolution on 22 October 2015:

 

It is agreed that the Company to publicly issue corporate bonds (the "Corporate Bonds") to qualified investors. The proposed details of issuance are set out as follows:

 

1.   Size of issuance: The proposed issuance of the Corporate Bonds will be in an amount of not more than RMB19 billion (including RMB19 billion).

 

2.   Category and maturity: The Corporate Bonds, with a maturity not more than 10 years (including 10 years), may be issued through one single-term instrument or a portfolio of instruments with various terms.

 

3.   Interest rate: The coupon rate of the Corporate Bonds and the payment term shall be determined by the Company and the underwriters based on market conditions.

 

4.   Use of proceeds: The proceeds will be utilized for purposes in compliance with the State's laws and regulations, including but not limited to replenishing working capital and repayment of interest-bearing debts.

 

5.   Issuance method: The Corporate Bonds may be issued through public issuance to qualified investors in one or more tranches, with number and size of the tranches determined by the Company’s capital needs and market conditions.

 

6.   Arrangement for placement to shareholders: There is no arrangement for preferential placement to shareholders of the Company under the proposed issuance of Corporate Bonds.

 

 

7.   Guarantee measures for debt service: At least the following guarantee measures for debt service will be adopted in case of expected or actual failure to pay interests or repay the principal of the Corporate Bonds as scheduled or upon maturity:

 

(1)   cessation of dividend distribution to shareholders;

 

(2)   restriction over the size of debts and external guarantees of the Company; and

 

(3)    restriction over major external investments of the Company.

 

8.   Underwriting method: The Corporate Bonds will be underwritten by a syndicate led by the lead underwriter on a basis of standby commitment.

 

9.   Guarantee: The Corporate Bonds will be issued on the unsecured basis.

 

10.  Listing place: Subject to satisfaction of the listing conditions, the Company will submit an application for listing of the Corporate Bonds with the Shanghai Stock Exchange as soon as possible upon completion of the issuance of the Corporate Bonds. Subject to approval of regulatory authorities, the Corporate Bonds may trade on other security exchanges as permitted by applicable laws.

 

11. Term of validity of the resolution: This resolution shall remain effective from the date of the passing at the Board meeting to the date of the 2015 annual general meeting of the Company. If the Board and/or its authorised person have resolved to issue the debt financing instruments within the term of the mandate and the Company has obtained the approval, permission or registration for the issuance from the relevant regulatory authorities within the term of the mandate, the Company may complete the issuance within the validity period of such approval, permission or registration.

 

12.   Mandate: To improve efficiency of the proposed issuance and within the extent permitted by laws and regulations, the Board has authorised Chairman of the Board and/or President and/or Chief Financial Officer of the Company to deal with, at their sole discretion, all matters related to the proposed issuance of Corporate Bonds, including but not limited to:

 

(1) subject to the State's laws, regulations, relevant requirements of securities regulators and resolutions of general meeting of the Company and based on actual conditions of the Company and market, to formulate the specific plan for the issuance of the Corporate Bonds and make modifications and adjustments to its offering terms, including but not limited to issue size, maturity, categories, clawback mechanism, interest rate and the determination basis, timing of issuance (including tranches), availability of innovative clauses including put option for investors and redemption clause, credit rating arrangements, specific subscription method, specific arrangement for placement, schedule and method for debt service, listing of bonds, termination of issuance, use of proceeds and any other matters in relation to the issuance terms;

 

(2)  to carry out on behalf of the Company all negotiations, signings of major agreements and other relevant matters relating to use of proceeds from the issuance of the Corporate Bonds, and make necessary information disclosure;

 

 

(3) to engage intermediaries and handle the filing procedures related to the proposed issuance of the Corporate Bonds and, upon its completion, deal with matters related to the listing of the Corporate Bonds, including but not limited to authorisation, signing, execution, modification and completion of all documents, contracts, agreements, covenants, announcements and other legal instruments necessary for the issuance and listing of the Corporate Bonds, and to make relevant information disclosure pursuant to laws and regulations and other regulatory documents;

 

(4)  to select entrusted manager for the Corporate Bonds, sign the Agreement on Entrusted Management of Bonds and formulate the Rules of Procedures for Bondholders' Meeting;

 

(5)  to make adjustments to the specific scheme for the proposed issuance of corporate bonds in accordance with the comments from the relevant regulatory authorities, in the case of any change in policies of regulatory authorities in relation to the proposed issuance of corporate bonds or any change of market conditions, except where voting at a general meeting is required by any relevant laws and regulations and the Articles of Association of the Company; and

 

(6)  to handle any other specific matters relating to issuance, listing and management within the duration of the Corporate Bonds.

 

The mandate above granted to the authorised persons by the Board shall remain effective from the date of passing this resolution at the Board meeting to the date on which the matters under the mandate are completed.

 

The issuance of the Corporate Bonds is subject to the approval by the China Securities Regulatory Commission.

 

The Board of

China Southern Airlines Company Limited

22 October 2015