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 |
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Name: |
Liu Wei and Xie Bing |
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Title: |
Joint Company Secretaries |
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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
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.
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 |
|
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
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