United States Securities and Exchange Commission Washington, D.C
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ 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, 2020 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. Xie Bing Telephone: +86 20 86124462 E-mail: [email protected] 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: Title of each class Trading Symbol Name of each exchange on which registered Ordinary H Shares of par value ZNH New York Stock Exchange RMB1.00 per share represented by American Depositary Shares Securities registered or to be registered pursuant to Section 12(g) of the Act: None. (Title of Class) 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: 11,054,157,546 A Shares of par value RMB1.00 per share and 4,275,144,849 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 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 TABLE OF CONTENTS FORWARD-LOOKING STATEMENTS 1 INTRODUCTORY NOTE 2 GLOSSARY OF AIRLINE INDUSTRY TERMS 3 PART I 5 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 5 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 5 ITEM 3. KEY INFORMATION 5 A. SELECTED FINANCIAL DATA 5 B. CAPITALIZATION AND INDEBTEDNESS 7 C. REASONS FOR THE OFFER AND USE OF PROCEEDS 7 D. RISK FACTORS 7 ITEM 4. INFORMATION ON THE COMPANY 23 A. HISTORY AND DEVELOPMENT OF OUR COMPANY 23 B. BUSINESS OVERVIEW 26 C. ORGANIZATIONAL STRUCTURE 45 D. PROPERTY, PLANT AND EQUIPMENT 46 ITEM 4A. UNRESOLVED STAFF COMMENTS 48 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 48 A. OPERATING RESULTS 52 B. LIQUIDITY AND CAPITAL RESOURCES 56 C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC. 59 D. TREND INFORMATION 59 E. OFF-BALANCE SHEET ARRANGEMENTS 59 F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS 59 G. SAFE HARBOR 60 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 60 A. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 60 B. COMPENSATION 68 C. BOARD PRACTICES 68 D. EMPLOYEES 70 E. SHARE OWNERSHIP 72 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 72 A. MAJOR SHAREHOLDERS 72 B. RELATED PARTY TRANSACTIONS 72 C. INTERESTS OF EXPERTS AND COUNSEL 78 ITEM 8. FINANCIAL INFORMATION 78 A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION 78 B. SIGNIFICANT CHANGES 79 i ITEM 9. THE OFFER AND LISTING 79 A. OFFER AND LISTING DETAILS 79 B. PLAN OF DISTRIBUTION 80 C. MARKETS 80 D. SELLING SHAREHOLDERS 80 E. DILUTION 80 F. EXPENSES OF THE ISSUE 80 ITEM 10. ADDITIONAL INFORMATION 80 A. SHARE CAPITAL 80 B. MEMORANDUM AND ARTICLES OF ASSOCIATION 80 C. MATERIAL CONTRACTS 91 D. EXCHANGE CONTROLS 91 E. TAXATION 92 F. DIVIDENDS AND PAYING AGENTS 98 G. STATEMENT BY EXPERTS 98 H. DOCUMENTS ON DISPLAY 98 I. SUBSIDIARY INFORMATION 98 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 99 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 100 A. DEBT SECURITIES 100 B. WARRANTS AND RIGHTS 100 C. OTHER SECURITIES 101 D. AMERICAN DEPOSITARY SHARES 101 PART II 102 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 102 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 102 A. MATERIAL MODIFICATIONS TO THE INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS 102 B. MATERIAL MODIFICATIONS TO THE RIGHTS OF REGISTERED SECURITIES BY ISSUING OR MODIFYING ANY OTHER CLASS OF SECURITIES 102 C. WITHDRAWAL OR SUBSTITUTION OF A MATERIAL AMOUNT OF THE ASSETS SECURING ANY REGISTERED SECURITIES 102 D. CHANGE OF TRUSTEES OR PAYING AGENTS FOR ANY REGISTERED SECURITIES 102 E. USE OF PROCEEDS 102 ITEM 15. CONTROLS AND PROCEDURES 102 ITEM 16A. AUDIT AND RISK MANAGEMENT COMMITTEE FINANCIAL EXPERT 104 ITEM 16B. CODE OF ETHICS 105 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 105 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT AND RISK MANAGEMENT COMMITTEE 105 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 105 ITEM 16F. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT 105 ITEM 16G. CORPORATE GOVERNANCE 105 ITEM 16H. MINE SAFETY DISCLOSURE 110 ITEM 17. FINANCIAL STATEMENTS 110 ITEM 18. FINANCIAL STATEMENTS 110 ITEM 19. EXHIBITS 110 ii FORWARD-LOOKING STATEMENTS This Annual Report includes forward-looking statements for the purpose of the safe harbor provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements appear in a number of different places in this Annual Report. A forward- looking statement is usually identified by the use in this Annual Report of certain terminology such as “estimate”, “project”, “expect”, “intend”, “believe”, “plan”, “anticipate”, “may”, or their negatives or other comparable words. Also look for discussions of strategy that involve risks and uncertainties. Forward-looking statements include statements regarding the outlook for our future operations, forecasts of future costs and expenditures, evaluation of market conditions, the outcome of legal proceedings (if any), the adequacy of reserves, and other business plans. Forward-looking statements are, by their nature, subject to inherent risks and uncertainties, some of which are beyond our control, and are based on assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in particular circumstances. We caution you that a number of risks and assumptions could cause actual outcomes to differ, or differ materially, from those expressed in any forward-looking statements. These risks and assumptions, in addition to those identified under Item 3, “Key Information—Risk Factors,” include: