Unassociated Document
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
December
12, 2008
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
December 11, 2008 on the Hong Kong Stock Exchange’s website at http://www.hkexnews.hk/listedco/listconews/sehk/20081211/LTN20081211477_C.pdf
with respect to
the
proposal for non-public issue of A Shares of the Company. The
following is the summary of the announcement:
The
Company plans to issue 721,150,000 A Shares for a total consideration of
RMB2,278,834,000 to China Southern Air Holding Company (“CSAHC”), all payable in
cash. The subscription price will be RMB3.16 per A Share which is at
least 90% of the average trading price of the Company’s A shares during the
previous 20 trading days before the pricing date. The subscription
price and the number of new A Shares to be subscribed shall be adjusted in case
of ex-right or ex-dividend during the pricing date to the date of issue of the
New A Shares. Before the completion of the non-public
issue of A Shares of the Company, CSAHC directly holds 50.3% of the Company’s
issued share capital and immediately following the completion, CSAHC will hold
55.2% of the Company’s issued share capital. The A Shares issued to
CSAHC will be subject to a thirty six (36) month lock-up.
The
subscription agreement dated on December 10, 2008 has been made by and between
the Company and CSAHC in connection with the proposed non-public issue of A
shares (“A Share Subscription Agreement”). The A Share Subscription
Agreement will become effective when the proposed transaction is approved by the
General Managers Meeting of CSAHC, the board of directors of the Company, the
extraordinary general meeting and the Class Meetings of the Company and the
China Securities Regulatory Commission. The proceeds of non-public
issue of A Shares will be used by the Company to repay the principal of the
Company’s bank loans.
Separately,
the Company also plans to issue 721,150,000 H shares to Nan Lung Holding
Limited. Upon completion of the issuance of A shares and H shares,
CSAHC will hold 59.3% of the Company’s issued share capital. The
proposal shall not be deemed as marketing materials for the proposed non-public
issue of H shares.
With
regard to the information of the A Shares subscription, you may also refer to
the information published in the Form 6-K dated on December 10, 2008 at http://www.sec.gov/Archives/edgar/data/1041668/000114420408068588/0001144204-08-068588-index.htm.
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:
December 12, 2008