file:///T:/v437560/proof.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C. 20549 FORM 20-F

D 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, 2015 OR

D TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to OR

D 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 1-14660

(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)

278 JI CHANG ROAD GUANGZHOU, 510405

PEOPLE'S REPUBLIC OF CHINA

(Address of principal executive offices)

Mr. Xie Bing Telephone: +86 20 86124462

  1. mail: ir@csair.com

    Fax: +86 20 86659040 Address: 278 JI CHANG ROAD

    GUANGZHOU, 510405 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:

    Title of each class Name of each exchange on which registered

    Ordinary H Shares of par value New York Stock Exchange RMB1.00 per share

    represented by American

    Depositary Receipts

    Securities registered or to be registered pursuant to Section 12(g) of the Act:

    None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

    None

    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: 7,022,650,000 A Shares of par value RMB1.00 per share and 2,794,917,000 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.

    D 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.

    D 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 D No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

D Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer Accelerated filer D Non-accelerated filer D

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP D

International Financial Reporting Standards

as issued by the International Accounting Standards Board Other D

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.

D Item 17 D 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).

D Yes No

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS 1

INTRODUCTORY NOTE 2

GLOSSARY OF AIRLINE INDUSTRY TERMS 3

PART I 4

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS. 4

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE. 4

ITEM 3. KEY INFORMATION. 5

  1. Selected Financial Data. 5

  2. Capitalization and Indebtedness. 7

  3. Reasons for the Offer and Use of Proceeds. 7

  4. Risk Factors. 7

ITEM 4. INFORMATION ON THE COMPANY. 18

  1. History and Development of the Company 18

  2. Business Overview 21

  3. Organizational Structure 43

  4. Property, Plant and Equipment 45

ITEM 4A. UNRESOLVED STAFF COMMENTS 46

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 46

Critical Accounting Policies 46

Recently Pronounced International Financial Reporting Standards 48

Overview 48

Certain Financial Information and Operating Data by Geographic Region 51

  1. Operating Results 53

  2. Liquidity and Capital Resources 59

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 62

  1. Directors, Senior Management and Employees 62

  2. Compensation 69

  3. Board Practices 70

  4. Employees 72

  5. Share Ownership 73

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 74

  1. Major Shareholders 74

  2. Related Party Transactions 75

  3. Interests of Experts and Counsel 82

ITEM 8. FINANCIAL INFORMATION 82

  1. Consolidated Statements and Other Financial Information 82

  2. Significant Changes 83

ITEM 9. THE OFFER AND LISTING 83

  1. Offer and Listing Details 83

  2. Plan of Distribution 84

  3. Markets 84

  4. Selling Shareholders 85

  5. Dilution 85

  6. Expenses of the Issue 85

ITEM 10. ADDITIONAL INFORMATION 85

  1. Share Capital 85

  2. Memorandum and Articles of Association 85

  3. Material Contracts 90

  4. Exchange Controls 90

  5. Taxation 91

  6. Dividends and Paying Agents 96

  7. Statement by Experts 96

  8. Documents on Display 96

  9. Subsidiary Information 96

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 96

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 98

  1. Debt Securities 98

  2. Warrants and Rights 98

  3. Other Securities 98

    PART II99

  4. American Depositary Shares 98

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 99

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 99

  1. Material Modifications to the Instruments Defining the Rights of Security Holders 99

  2. Material Modifications to the Rights of Registered Securities by Issuing or Modifying any other Class of Securities 99

  3. Withdrawal or Substitution of a Material Amount of the Assets Securing any Registered Securities 99

  4. Change of Trustees or Paying Agents for any Registered Securities 99

  5. Use of Proceeds 99

ITEM 15. CONTROLS AND PROCEDURES 99

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 100

ITEM 16B. CODE OF ETHICS 100

ITEM 16C. PRINCIPAL ACCOUNTING FEES AND SERVICES 101

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEE 101

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 101

ITEM 16F. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT 101

ITEM 16G. CORPORATE GOVERNANCE 101

ITEM 16. MINE SAFETY DISCLOSURE 105

ITEM 17. FINANCIAL STATEMENTS 105

ITEM 18. FINANCIAL STATEMENTS 105

ITEM 19. EXHIBITS 105

Index to Exhibits105

China Southern Airlines Company Ltd. published this content on 28 April 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 25 May 2016 02:55:03 UTC.

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