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
February
18, 2011
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. o
(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 o 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 an announcement on
February 17, 2011 on the Hong Kong Stock Exchange’s website at: http://www.hkexnews.hk/listedco/listconews/sehk/20110217/LTN20110217242.pdf
to disclose resolutions adopted by the Board of the Company at an extraordinary
meeting held on January 11, 2011, with respect to the extension of the Airline
Service Agreement of TravelSky Technology Limited for an additional term of one
year commencing from January 1, 2011 to December 31, 2011.
An
English version of the announcement is included in this Form 6-K of the
Company.
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:
February 18, 2011
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 13.09(2) of the Rules Governing the
Listing of Securities on the Stock Exchange of Hong Kong Limited.
China
Southern Airlines Company Limited (the “Company”) has published an “Announcement
of the Connected Transactions of China Southern Airlines Company Limited” on the
website of Shanghai Stock Exchange, the full text of which is set out below for
information purpose only.
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
17
February 2011
As
at the date of this announcement, the Directors include Si Xian Min, Li Wen Xin
and Wang Quan Hua as non-executive Directors, Tan Wan Geng, Zhang Zi Fang, Xu
Jie Bo and Chen Zhen You as executive Directors; and Gong Hua Zhang, Lam Kwong
Yu, Wei Jin Cai and Ning Xiang Dong as independent non-executive
Directors.
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Stock
Short Name: CSA Stock Code: 600029
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Announcement
No.: Lin 2011-004
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Announcement
of the Connected Transactions 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 does 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.
Pursuant
to the Articles of Association of China Southern Airlines Company Limited (the
("Company"), the Board held an extraordinary meeting on 11 January 2011 and
adopted the following resolution:
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1.
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The
Airline Service Agreement of TravelSky Technology Limited (“Airline
Service Agreement”) entered into between the Company and TravelSky
Technology Limited ("TravelSky") in May 2009 was approved to be extended
for one year for the period from 1 January 2011 to 31 December 2011 and
the executive Directors are authorized to execute agreements in relation
thereto.
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The
number of Directors supposed to be present was 10, of which 10 attended in
person. The above resolutions have been reviewed and approved by the Directors
unanimously. As Mr. Wang Quan Hua, a Director of the Company is also a director
of TravelSky, the above transactions constitute connected transactions under the
listing rules of Shanghai Stock Exchange (the "SSE Listing Rules"), therefore
Mr. Wang Quan Hua being a connected director had abstained from voting on the
resolution. The method and procedures for the consideration and approval of the
resolutions are in compliance with the relevant provisions of the Company Law,
the Securities Law and the Articles of Association of the Company. As the 2011 annual cap for
the continuing connected transactions to be conducted between the Company and
TravelSky in the ordinary course of business is set at RMB 400 million, which
exceeds 5% of the latest audited net assets value of the Company. The above
connected transactions are not required to be submitted for approval at the
general meeting of the Company under the SSE Listing Rules.
I. SUMMARY
OF THE CONNECTED TRANSACTIONS
TravelSky
is a provider of information technology solutions for aviation and travel
industry which provides flight control system services, electronic travel
distribution system services, civil aviation and commercial data network
services and ticket-reservation system extended services to airline companies.
In May 2009, the Company entered into the Airline Service Agreement with
TravelSky. For details of the Airline Service Agreement, please refer to the
announcement issued by the Company on 8 May 2009 on China Securities Journal,
Shanghai Securities News and the website of Shanghai Stock Exchange
(www.sse.com.cn). The Airline Service Agreement expired on 31 December 2009. The
Company and TravelSky extended the term of the Airline Service Agreement for the
period from 1 January 2010 to 31 December 2010. As the Airline Service Agreement
already expired on 31 December 2010, the Company and TravelSky agree to further
extend the term of the Airline Service Agreement for the period from 1 January
2011 to 31 December 2011. In addition, further to the negotiation between the
Company and TravelSky, clause 10.2 of the Airline Service Agreement that "The
Airline Service Agreement shall take effect after being signed by the legal
representatives or authorised representatives, affixed with company seals and
approved by the board of directors and shareholders at the general meeting of
the respective parties" shall be amended as "The Airline Service Agreement shall
take effect after being signed by the legal representatives or authorised
representatives, affixed with company seals of the respective parties and the
completion of all the relevant internal approval procedures of Party A and Party
B." and all other terms of the Airline Service Agreement shall remain
unchanged.
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II.
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INFORMATION
ON THE CONNECTED PARTIES AND THEIR
RELATIONSHIP
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TravelSky
was incorporated in October 2000 and was listed and traded on the Stock Exchange
of Hong Kong Limited in February 2001, with its legal representative being Xu
Qiang. Its registered office is at No. 7, Yumin Da Street, Hou Sha Yu Zhen, Shun
Yi District, Beijing, the People’s Republic of China. It has a
registered capital of RMB1,950,806,393. Its business scope covers “Permitted
businesses - Internet information services (other than the press, publication,
education, health care, pharmaceuticals, medical equipment and BBS) expiring on
18 July 2011 and General businesses - computer software and hardware
undertaking; computer software and hardware, peripherals, the research,
development, production, sales and leasing of networking product and the
technical information, technical services related with such businesses; import
and export; consulting service on trade and tourism information."
As Mr.
Wang Quan Hua, a Director of the Company is also a director of TravelSky,
TravelSky is a connected person of the Company under Rules 10.1.3 and 10.1.5 of
the SSE Listing Rules and the transactions entered into between the Company and
TravelSky constitute connected transactions.
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III.
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MAIN
CONTENTS OF THE CONNECTED
TRANSACTIONS
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The
principal terms of the Airline Service Agreement entered into between the
Company and TravelSky in May 2009 are as follows:
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1.
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TravelSky
is to provide the Company with flight control system services, electronic
travel distribution system services, ticket-reservation system extended
services and civil aviation and commercial data network services during
the term of the contract.
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2.
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TravelSky
is responsible for the central computer's software and hardware upgrade
and the daily maintenance of the application system, ensuring the reliable
operation of the production system and providing the Company with
round-the-clock system services and network service safeguarding as well
as necessary basic training.
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3.
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The
services provided by TravelSky to the Company must comply with the
purposes as agreed by both parties in the Airline Service Agreement and
the relevant safety and quality standards provided by the state and civil
aviation administrative
authorities.
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4.
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The
Company shall pay service fees in time for the services provided by
TravelSky with reference to the rates provided by Civil Aviation
Administration of China.
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IV.
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THE
HISTORICAL FIGURE OF THE CONTINUING CONNECTED TRANSACTION BETWEEN THE
COMPANY AND TRAVELSKY FROM 2008 TO SEPTEMBER
2010
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From 2008
to September 2010, the historical figures of the above transaction between the
Company and TravelSky are set out below:
| Unit: RMB Million | ||||
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Year
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TravelSky
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|||
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2008
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328 | |||
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2009
|
357 | |||
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2010
(January - September)
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180 | |||
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Note:
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the
figures are the amount payable by the Company for the period from January
to September 2010 according to the contract and is
unaudited.
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V.
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COMMENTS
OF THE BOARD
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The
above-mentioned connected transactions were entered into in accordance with the
relevant provisions of Civil Aviation Administration of China after due and
thorough negotiation and based on fair and reasonable commercial terms. The
extending of the term of the Airline Service Agreement for one more year helps
ensure the daily operation of the Company, satisfy the increasing needs of the
Company for aviation information service and technical support service and is in
the interests of the Company and the shareholders as a whole.
VI. INDEPENDENT
OPINIONS OF INDEPENDENT DIRECTORS
In order
to protect the interests of the minority shareholders and comply with the
relevant provisions of the SSE Listing Rules, the independent Directors of the
Company shall express their independent opinions on these connected
transactions.
The
independent Directors of the Company have carefully considered the extension of
the term of the connected transactions under the Airline Service Agreement
entered into between the Company and TravelSky for one more year and reviewed
the relevant agreements, and made inquiries to the executive Directors and
senior management of the Company on relevant issues and hereby present their
independent opinions on the connected transactions as follows:
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1.
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A
majority of the Board passed the resolution on the connected transactions
with the connected Directors abstaining from voting and the
decision-making procedures are legal and
valid;
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2.
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The
above-mentioned connected transactions were entered into in accordance
with the needs of daily operation and production under the principles of
"fairness, equity, voluntariness and sincerity", which are in line with
market practices and in the interests of the Company and the shareholders
as a whole without jeopardizing the interests of minority
shareholders.
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3.
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The
above-mentioned connected transactions are able to satisfy the increasing
needs of the Company for system service and technical support service and
will help to ensure the normal operation and production of the Company and
boost the operating results of the Company. It is beneficial to the
operation and long-term development of the Company and in the interests of
the Company and the shareholders as a
whole.
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VII. INDEPENDENT
OPINIONS OF THE SUPERVISORY COMMITTEE
The
Supervisory Committee of the Company has carefully considered the extension of
the term of the connected transactions under the Airline Service Agreement
entered into between the Company and TravelSky for one more year and concluded
that the above connected transactions are in line with the fair market
conditions without jeopardizing the interests of the Company and its
shareholders, especially the minority shareholders. The decision-making
procedures are in compliance with the listing rules of the stock exchange where
its shares are listed as well as the articles of association of the Company and
therefore valid and beneficial to the operation and long-term development of the
Company.
VIII. DOCUMENTS
AVAILABLE FOR INSPECTION
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1.
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Resolutions
of the Board of Directors of China Southern Airlines Company Limited (No.
Lin 20101231);
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2.
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Independent
opinions of Independent Directors of China Southern Airlines Company
Limited on the extension of the term of the connected transactions under
the Airline Service Agreement entered into between the Company and
TravelSky for one more year;
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3.
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Independent
opinions of the Supervisory Committee of China Southern Airlines Company
Limited on the extension of the term of the connected transactions under
the Airline Service Agreement entered into between the Company and
TravelSky for one more year;
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4.
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Confirmation
of renewal of the Airline Service Agreement entered into between the
Company and TravelSky Technology
Limited.
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China
Southern Airlines Company Limited
17
February 2011
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Note:
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As
TravelSky is not a connected person of the Company under The Rules
Governing the Listing of Securities on the Stock Exchange of Hong Kong
Limited (the "Listing Rules"), the reporting, announcement and independent
shareholders’ approval requirements pursuant to Chapter 14A of the Listing
Rule is not applicable to this continuing connected transaction
contemplated under the Airline Service
Agreement.
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