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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM
20-F/A
(Amendment No. 1)
 
 
 
 
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
OR
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
     
to
     
OR
 
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
001-14660
中国南方航空股份有限公司
(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)
68 QI XIN ROAD
GUANGZHOU, 510403
PEOPLE’S REPUBLIC OF CHINA
(Address of principal executive offices)
Mr. Chen Weihua
Telephone: +
86 20 86112480
E-mail:
ir@csair.com
Fax: +86 20 86659040
Address: 68 QI XIN ROAD
GUANGZHOU, 510403
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:
None.
(Title of Class)
Securities registered or to be registered pursuant to Section 12(g) 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 Shares
 
N/A*
 
*
On January 23, 2023, the Company filed a Form 25 to delist its American Depositary Shares from the New York Stock Exchange. The delisting became effective on February 3, 2023, and the American Depositary Receipt program was terminated on March 6, 2023.
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None.
(Title of Class)
 
 
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: 13,476,895,402 A Shares of par value RMB1.00 per share and 4,643,997,308 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. ☐ Yes ☒ 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. ☐ Yes ☒ 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. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule
12b-2
of the Exchange Act.
 
Large accelerated filer      Accelerated filer     Non-accelerated filer     Emerging growth company  
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b) by the registered public accounting firm that prepared or issued its audit report.  Yes ☐ No
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Yes  No
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to
§240.10D-1(b). ☐ Yes ☐ No
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
 
U.S. GAAP ☐
    
International Financial Reporting Standards as issued
        Other ☐
    by the International Accounting Standards Board ☒        
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. ☐ Item 17 ☐ 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). ☐ Yes  No
 
Auditor Name:
 
Location:
 
Auditor Firm ID:
KPMG Huazhen LLP   Guangzhou, China   1186
 
 
 


EXPLANATORY NOTE
China Southern Airlines Company Limited (the “Company”) is filing this Amendment No. 1 (this “Amendment No. 1” or “Form
20-F/A”)
to its Annual Report on Form
20-F
for the fiscal year ended December 31, 2022, as originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 27, 2023 (the “Original Annual Report”), to address certain
comments
from the Staff of the SEC in relation to the Original Annual Report. Accordingly, the Company is restating in their entirety the following sections of the Original Annual Report: (1) “Part II - Item 16I. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections” and (2) “Part III - Item 19. Exhibits” in this Amendment No. 1.
This Amendment No. 1 speaks as of the date of the Original Annual Report. Other than as set forth above, this Amendment No. 1 does not, and does not purport to, amend, update or restate in any way the financial statements or any other item contained in the Original Annual Report as originally filed with the SEC (including the cover page hereto). As a result, this Amendment No. 1 does not reflect any events that may have occurred after the filing of the Original Annual Report on April 27, 2023. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Annual Report and the Company’s other filings with, and reports furnished to, the SEC subsequent to April 27, 2023.
As required by Rule
12b-15
of the Securities Exchange Act of 1934, as amended, new certifications required under Section 302 of the Sarbanes-Oxley Act of 2002 are filed herewith as exhibits to this Amendment No. 1.
 
1


PART II

 

ITEM 16I.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

For the fiscal years ended December 31, 2021 and 2022, KPMG Huazhen LLP served as our principal accountant, and issued audit reports on our consolidated financial statements.

On December 16, 2021, the PCAOB issued a report on its determinations that it was unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong because of positions taken by PRC authorities in those jurisdictions (“PCAOB-Identified Firm”). KPMG Huazhen LLP is an independent public accounting firm registered with the PCAOB that is headquartered in mainland China, and was therefore a PCAOB-Identified Firm under the PCAOB 2021 determinations. As a result, in May 2022, we were conclusively listed by the SEC as a Commission-Identified Issuer under the HFCAA following the filing of our annual report on Form 20-F for the fiscal year ended December 31, 2021.

On December 15, 2022, the PCAOB determined that it was able to inspect and investigate completely registered public accounting firms headquartered in mainland China and Hong Kong in 2022, and vacated its previous 2021 determinations to the contrary. Accordingly, KPMG Huazhen LLP is no longer a PCAOB-Identified Firm under the latest PCAOB determination.

Chinese governmental entities, through their wholly-owned entity CSAH, indirectly held and exercised the rights of ownership of 66.52% of our equity stake as of March 31, 2023. Chinese governmental entities have a controlling financial interest with respect to us.

The following table sets forth the current directors who were members of the Chinese Communist Party as of March 31, 2023.

 

Name

  

Titles within the Chinese Communist Party

  

Positions in the Company

Ma Xulun

   Party Secretary of China Southern Air Holding Company Limited (“CSAH”, the parent company of the Company)    Chairman of the Board of Directors and Executive Director

Han Wensheng  

   Deputy Party Secretary of CSAH    Vice Chairman of the Board of Directors, Executive Director and President

Luo Laijun

   Deputy Party Secretary of CSAH    Executive Director

Gu Huizhong

   None1    Independent Non-executive Director

Guo Wei

   None1    Independent Non-executive Director

 

1

Based on the information available to it, the Company determines that Mr. Guo Wei and Mr. Gu Huizhong are members of the Chinese Communist Party.

 

1


Our articles of association contains the following provisions regarding the Chinese Communist Party:

 

Article

  

Provisions

16    According to the Constitution of the Communist Party of China, the Company shall establish an organization of the Communist Party of China. The Party committee shall perform the core leading and political functions, control the directions, manage the situation and ensure the implementation. The Company shall set up the working organs of the Party, which shall be equipped with sufficient personnel to handle Party affairs and provided with sufficient funds to operate the Party organization.
163    Prior to making decisions on material issues of the Company, the Board shall first seek advice from the Party Committee of the Company.
256    The Company shall establish the Party Committee consisting of one secretary and several other members. The chairman of the Board of Directors and the secretary of the Party Committee shall be assumed by the same person in principle and the Party Committee shall set up a special position of deputy secretary who mainly takes in charge of the work of Party’s building. Eligible members of the Party Committee may join the Board of Directors, the Supervisory Committee and the management through legal procedures, and eligible Party members in the Board of Directors, the Supervisory Committee and the management may join the Party Committee in accordance with relevant regulations and procedures. Meanwhile, the Company shall establish the Discipline Committee in accordance with relevant regulations.
257
  

The Party Committee of the Company shall perform its duties in accordance with the regulations of the Party including the Constitution of Communist Party of China (《中国共产党章程》) and Regulations for the Work of the Communist Party of China (《中国共产党党委工作条例》).

 

(1) To monitor the implementation of the principles and policies of the Party and of the country within the Company, and to implement material strategic decisions made by the Central Committee of the Party and the State Council, as well as other important deployment of works assigned by the Party committee of the State-owned Assets Supervision and Administration Commission and Party organizations of higher levels.

 

(2) To persist in combining the principle of administration of officers by the Party with the legitimate selection by the Board of the managers and the legitimate use of human resources by the managers. The Party Committee shall consider and provide opinions on the candidates nominated by the Board of Directors or the general manager, or recommend nominees to the Board of Directors or the general manager; evaluate the proposed candidates in conjunction with the Board of Directors, collectively consider and make suggestions.

 

(3) To consider and discuss the matters on the reform, development and stability of the Company, major operation and management matters as well as key issues involving the vital interests of employees, and make suggestions.

 

(4) To take full responsibility for the strict discipline of the Party. To take the lead on the ideological and political work, united front work, construction of spiritual civilization, construction of enterprise culture and the work of the trade union and the Communist Youth League and other mass groups and organizations. To take the lead on improving Party conduct and upholding integrity and to support the performance by the Discipline Committee of its supervision duties.

 

2


PART III

 

ITEM 19.

EXHIBITS

Index to Exhibits

 

Exhibit

No.

   Description of Exhibit
1.1†    Restated and Amended Articles of Association of China Southern Airlines Company Limited (as amended) (English translation)
2.1    Specimen Certificate for the H Shares (1)
2.2    Form of Deposit Agreement among the Registrant, The Bank of New York, as depositary, and Owners and Beneficial Owners from time to time of American Depositary Shares evidenced by American Depositary Receipt issued thereunder, including the form of American Depositary Receipt (2)
2.3†    Description of Rights of Each Class of Securities Registered under Section 12 of the Exchange Act
4.1    Form of Director’s Service Agreement (3)
4.2    Form of Non-executive Director’s Service Agreement (4)
4.3    Aircraft Acquisition Agreement entered into by and between Xiamen Airlines and Boeing on August 8, 2012*(5)
4.4    Aircraft Acquisition Agreement entered into by and between Xiamen Airlines and Boeing on December 17, 2015*(6)
4.5    Aircraft Acquisition Agreement entered into by and between our Company and Boeing on December 17, 2015 *(7)
4.6    Aircraft Acquisition Agreement entered into by and between our Company and Boeing on December 17, 2015 *(8)
4.7    Aircraft Acquisition Agreement entered into by and between our Company and Airbus S.A.S. on December 23, 2015*(9)
4.8    Import and Export Agency Framework Agreement entered into by and between our Company and Southern Airlines (Group) Import and Export Trading Company Limited on January 9, 2014(10)
4.9    Trademark License Agreement entered into by and between our Company and CSAH on May 22, 1997 (11)
4.10    A Share subscription agreement entered into by and between our Company and CSAH on June 11, 2012(12)
4.11    Aircraft Acquisition Agreement entered into by and between our Company and Airbus S.A.S. on May 16, 2014*(13)
4.12    English translation of Financial Services Framework Agreement entered into by and between our Company and Southern Airlines Group Finance Company Limited on August 29, 2016(14)

 

3


4.13    English translation of Insurance Business Platform Services Agreement entered into by and between our Company and Southern Airlines Group Finance Company Limited on November 19, 2015(15)
4.14    English translation of Property and Land Lease Framework Agreement entered into by and between our Company and CSAH on December 16, 2016(16)
4.15    English translation of Passenger and Cargo Sales and Ground Services Framework Agreement entered into by and between our Company and China Southern Air Holding Ground Services Company Limited on December 16, 2016(17)
4.16    Supplemental Agreement No. 3 to Purchase Agreement No. 03586 Relating to Boeing Model 787 Aircraft entered into by and between Xiamen Airlines and Boeing on July 27, 2016*(18)
4.17    Supplemental Agreement No. 4 to Purchase Agreement No. 03586 Relating to Boeing Model 787 Aircraft entered into by and between Xiamen Airlines and Boeing on July 27, 2016* (19)
4.18    Supplemental Agreement No. 3 to Purchase Agreement No. 03757 Relating to Boeing Model 737-800 Aircraft entered into by and between Xiamen Airlines and Boeing on April 26, 2016* (20)
4.19    Purchase Agreement No. GUN-PA-04455 Relating to Boeing Model 787-9 Aircraft entered into by and between our Company and Boeing on October 12, 2016* (21)
4.20    Airbus Aircraft Acquisition Agreement entered into by and between our Company and Airbus S.A.S on April 26, 2017*(22)
4.21    English translation of Aircraft Finance Lease Framework Agreement entered into by and between our Company and CSA International on May 26, 2017(23)
4.22    English translation of 2018-2019 Finance and Lease Service Framework Agreement entered into by and between our Company and CSA International on October 17, 2017(24)
4.23    Acquisition Agreement entered into by and between our Company and Boeing on October 20, 2017*(25)
4.24    Acquisition Agreement entered into by and between our Company and Boeing on October 20, 2017*(26)
4.25    Acquisition Agreement entered into by and between Xiamen Airlines and Boeing on March 21, 2018 *(27)
4.26    English translation of CSA Building Asset Lease Agreement entered into by and between our Company and GSAC on January 19, 2018(28)
4.27    English translation of Supplemental Agreement to the Financial Services Framework Agreement entered into by and between our Company and Finance Company on April 27, 2018(29)
4.28    English translation of Sale and Purchase Agreement entered into by and between our Company and Zhuhai China Southern Air Real Property Development Co., Ltd. on December 24, 2018(30)
4.29    English translation of Media Services Framework Agreement entered into by and between our Company and SACM on December 27, 2018(31)

 

4


4.30    English translation of Catering Services Framework Agreement entered into by and between our Company and SACC on December 27, 2018(32)
4.31    Form of Senior Management Services Agreement(33)
4.32    English translation of Capital Increase agreement entered into by and between our Company, CSAH, Xiamen Airlines, Shantou Airlines, Zhuhai Airlines and Nanland on March 1, 2019 (34)
4.33    English translation of Entrusted Loan Agreement entered into by and between our Company, CSAH and Finance Company on July 8, 2019(35)
4.34    English translation of Financial Services Framework Agreement entered into by and between our Company and Finance Company on August 27, 2019(36)
4.35    English translation of Framework Agreement on the Use of Facility entered into by and between our Company and Sichuan Airline on August 30, 2019(37)
4.36    English translation of Entrusted Loan Agreement entered into by and between our Company, CSAH and Finance Company on September 3, 2019(38)
4.37    English translation of 2020-2022 Finance and Lease Service Framework Agreement entered into by and between our Company and CSA International on October 10, 2019(39)
4.38    English translation of Subscription Agreement entered into by and between our Company and CSAH on October 30, 2019(40)
4.39    English translation of Subscription Agreement entered into by and between our Company and Nan Lung on October 30, 2019(41)
4.40    English translation of Supplemental Agreement to Media Services Framework Agreement entered into by and between our Company and SACM on November 29, 2019(42)
4.41    English translation of Property and Land Lease Framework Agreement entered into by and between our Company and CSAH on December 30, 2019(43)
4.42    English translation of Property Management Framework Agreement entered into by and between our Company and China Southern Airlines Group Property Management Co., Ltd. on December 21, 2020(44)
4.43    English translation of Asset Lease Framework Agreement entered into by and between our Company and CSAH on December 21, 2020(45)
4.44    English translation of Capital Increase and Equity Transfer Agreement entered into by and between Southern Airlines General Aviation Co., Ltd., our Company, China Southern Power Grid Industry Investment Group Co., Ltd., Guoxin Shuangbai No. 1 (Hangzhou) Equity Investment Partnership (Limited Partnership), China Southern Airlines Group Capital Holding Limited and Zhuhai General Aviation Investment Partnership (Limited Partnership) on November 25, 2020(46)
4.45    English translation of Catering Services Framework Agreement entered into by and between our Company and SACC on December 28, 2021(47)
4.46    English translation of Entrusted Loan Contract entered into by and between our Company, CSAH and China Southern Airlines Group Finance Company Limited on June 4, 2021(48)

 

5


4.47    English translation of Media Services Framework Agreement entered into by and between our Company and SACM on December 28, 2021(49)
4.48    English translation of the Conditional Subscription Agreement relating to the Subscription of the A Shares under the Non-public Issue of A Shares of China Southern Airlines Company Limited entered into by and between our Company and CSAH on October 29, 2021(50)
4.49    English translation of the Conditional Subscription Agreement relating to the Subscription of the H Shares under the Non-public Issue of H Shares of China Southern Airlines Company Limited entered into by and between our Company and Nan Lung on October 29, 2021(51)
4.50†    Airbus Aircraft Purchase Agreement entered into by and between our Company and Airbus S.A.S on July 1, 2022**
4.51†    Airbus Aircraft Purchase Agreement entered into by and between Xiamen Airlines and Airbus S.A.S on September 22, 2022**
4.52†    English translation of 2023-2025 Framework Agreement on Financing and Leasing Service entered into by and between our Company and CSA International on October 28, 2022
4.53†    English translation of Financial Services Framework Agreement entered into by and between our Company and Finance Company on October 28, 2022
4.54†    English translation of Property and Land Lease Framework Agreement entered into by and between our Company and CSAH on December 28, 2022
8.1†    Subsidiaries of China Southern Airlines Company Limited
11.1    Code of Ethics (52)
12.1††    Section 302 Certification of President
12.2††    Section 302 Certification of Principal Financial Officer

 

101.Inline INS†    XBRL Instance Document
101. Inline SCH†    XBRL Taxonomy Extension Schema Document
101. Inline CAL†    XBRL Taxonomy Extension Calculation Linkbase Document
101. Inline DEF†    XBRL Taxonomy Extension Definition Linkbase Document
101. Inline LAB†    XBRL Taxonomy Extension Labels Linkbase Document
101. Inline PRE†    XBRL Taxonomy Extension Presentation Linkbase Document
104††    Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

 

Previously filed with the Original Annual Report

††

Filed herewith

 

6


*

Portions of this document have been omitted pursuant to a confidential treatment request, and the full, unredacted document has been separately submitted to the Securities and Exchange Commission with a confidential treatment request.

**

Portions of this document have been omitted because they are both not material and are the type that we treat as private or confidential.

(1)

Incorporated by reference to the Exhibit 2.1 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2012 filed with the Securities and Exchange Commission on April 26, 2013.

(2)

Incorporated by reference to our Registration Statement on Form F-6 (File No. 333-07116), filed with the Securities and Exchange Commission on August 7, 2012.

(3)

Incorporated by reference to the Exhibit 4.1 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2005 filed with the Securities and Exchange Commission on June 30, 2006.

(4)

Incorporated by reference to the Exhibit 4.2 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2005 filed with the Securities and Exchange Commission on June 30, 2006.

(5)

Incorporated by reference to the Exhibit 4.4 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2012 filed with the Securities and Exchange Commission on April 26, 2013.

(6)

Incorporated by reference to the Exhibit 4.6 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2015 filed with the Securities and Exchange Commission on April 28, 2016.

(7)

Incorporated by reference to the Exhibit 4.7 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2015 filed with the Securities and Exchange Commission on April 28, 2016.

(8)

Incorporated by reference to the Exhibit 4.8 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2015 filed with the Securities and Exchange Commission on April 28, 2016.

(9)

Incorporated by reference to the Exhibit 4.9 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2015 filed with the Securities and Exchange Commission on April 28, 2016.

(10)

Incorporated by reference to the Exhibit 4.11 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2013 filed with the Securities and Exchange Commission on April 25, 2014.

(11)

Incorporated by reference to the Exhibit 4.10 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2008 filed with the Securities and Exchange Commission on June 25, 2009.

(12)

Incorporated by reference to the Exhibit 4.11 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2012 filed with the Securities and Exchange Commission on April 26, 2013.

(13)

Incorporated by reference to the Exhibit 4.23 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2014 filed with the Securities and Exchange Commission on April 30, 2015.

(14)

Incorporated by reference to the Exhibit 4.35 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2016 filed with the Securities and Exchange Commission on April 27, 2017.

(15)

Incorporated by reference to the Exhibit 4.36 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2016 filed with the Securities and Exchange Commission on April 27, 2017.

(16)

Incorporated by reference to the Exhibit 4.37 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2016 filed with the Securities and Exchange Commission on April 27, 2017.

(17)

Incorporated by reference to the Exhibit 4.38 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2016 filed with the Securities and Exchange Commission on April 27, 2017.

(18)

Incorporated by reference to the Exhibit 4.39 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2016 filed with the Securities and Exchange Commission on April 27, 2017.

(19)

Incorporated by reference to the Exhibit 4.40 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2016 filed with the Securities and Exchange Commission on April 27, 2017.

(20)

Incorporated by reference to the Exhibit 4.41 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2016 filed with the Securities and Exchange Commission on April 27, 2017.

(21)

Incorporated by reference to the Exhibit 4.42 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2016 filed with the Securities and Exchange Commission on April 27, 2017.

(22)

Incorporated by reference to the Exhibit 4.43 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2017 filed with the Securities and Exchange Commission on April 26, 2018.

(23)

Incorporated by reference to the Exhibit 4.44 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2017 filed with the Securities and Exchange Commission on April 26, 2018.

(24)

Incorporated by reference to the Exhibit 4.45 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2017 filed with the Securities and Exchange Commission on April 26, 2018.

(25)

Incorporated by reference to the Exhibit 4.46 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2017 filed with the Securities and Exchange Commission on April 26, 2018.

 

7


(26)

Incorporated by reference to the Exhibit 4.47 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2017 filed with the Securities and Exchange Commission on April 26, 2018.

(27)

Incorporated by reference to the Exhibit 4.49 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2017 filed with the Securities and Exchange Commission on April 26, 2018.

(28)

Incorporated by reference to the Exhibit 4.29 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2017 filed with the Securities and Exchange Commission on April 26, 2018.

(29)

Incorporated by reference to the Exhibit 4.31 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2018 filed with the Securities and Exchange Commission on April 26, 2019.

(30)

Incorporated by reference to the Exhibit 4.32 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2018 filed with the Securities and Exchange Commission on April 26, 2019.

(31)

Incorporated by reference to the Exhibit 4.33 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2018 filed with the Securities and Exchange Commission on April 26, 2019.

(32)

Incorporated by reference to the Exhibit 4.34 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2018 filed with the Securities and Exchange Commission on April 26, 2019.

(33)

Incorporated by reference to the Exhibit 4.35 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2018 filed with the Securities and Exchange Commission on April 26, 2019.

(34)

Incorporated by reference to the Exhibit 4.34 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2019 filed with the Securities and Exchange Commission on April 28, 2020.

(35)

Incorporated by reference to the Exhibit 4.35 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2019 filed with the Securities and Exchange Commission on April 28, 2020.

(36)

Incorporated by reference to the Exhibit 4.36 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2019 filed with the Securities and Exchange Commission on April 28, 2020.

(37)

Incorporated by reference to the Exhibit 4.37 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2019 filed with the Securities and Exchange Commission on April 28, 2020.

(38)

Incorporated by reference to the Exhibit 4.38 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2019 filed with the Securities and Exchange Commission on April 28, 2020.

(39)

Incorporated by reference to the Exhibit 4.39 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2019 filed with the Securities and Exchange Commission on April 28, 2020.

(40)

Incorporated by reference to the Exhibit 4.40 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2019 filed with the Securities and Exchange Commission on April 28, 2020.

(41)

Incorporated by reference to the Exhibit 4.41 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2019 filed with the Securities and Exchange Commission on April 28, 2020.

(42)

Incorporated by reference to the Exhibit 4.42 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2019 filed with the Securities and Exchange Commission on April 28, 2020.

(43)

Incorporated by reference to the Exhibit 4.43 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2019 filed with the Securities and Exchange Commission on April 28, 2020.

(44)

Incorporated by reference to the Exhibit 4.42 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2020 filed with the Securities and Exchange Commission on April 28, 2021.

(45)

Incorporated by reference to the Exhibit 4.43 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2020 filed with the Securities and Exchange Commission on April 28, 2021.

(46)

Incorporated by reference to the Exhibit 4.44 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2020 filed with the Securities and Exchange Commission on April 28, 2021.

(47)

Incorporated by reference to the Exhibit 4.45 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2021 filed with the Securities and Exchange Commission on April 28, 2022.

(48)

Incorporated by reference to the Exhibit 4.46 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2021 filed with the Securities and Exchange Commission on April 28, 2022.

(49)

Incorporated by reference to the Exhibit 4.47 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2021 filed with the Securities and Exchange Commission on April 28, 2022.

(50)

Incorporated by reference to the Exhibit 4.48 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2021 filed with the Securities and Exchange Commission on April 28, 2022.

(51)

Incorporated by reference to the Exhibit 4.49 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2021 filed with the Securities and Exchange Commission on April 28, 2022.

(52)

Incorporated by reference to the Exhibit 11.1 to our Form 20-F (File No. 001-14660) for the year ended December 31, 2019 filed with the Securities and Exchange Commission on April 28, 2020.

 

8


SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 on its behalf.

 

    CHINA SOUTHERN AIRLINES COMPANY LIMITED
       By:  

/s/ Ma Xulun

       Name:   Ma Xulun
       Title:   Chairman of the Board and Executive Director
Date: May 28, 2024      

ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

EX-12.1

EX-12.2

XBRL TAXONOMY EXTENSION SCHEMA

XBRL TAXONOMY EXTENSION CALCULATION LINKBASE

XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

XBRL TAXONOMY EXTENSION LABEL LINKBASE

XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

IDEA: R1.htm

IDEA: Financial_Report.xlsx

IDEA: FilingSummary.xml

IDEA: MetaLinks.json

IDEA: d838542d20fa_htm.xml