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, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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 For the transition period from to 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: Trading Title of each class symbol(s) 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 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: 8,600,723,089 A Shares of par value RMB1.00 per share and 3,666,449,197 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 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, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” 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 4040(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 18 A. History and Development of our Company 18 B. Business Overview 21 C. Organizational Structure 38 D. Property, Plant and equipment 39 ITEM 4A. UNRESOLVED STAFF COMMENTS 41 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 41 A. Operating Results 45 B. Liquidity and Capital Resources 48 C. Research and Development, Patents and Licenses, etc. 50 D. Trend information 50 E. Off-Balance Sheet Arrangements 50 F. Tabular Disclosure of Contractual Obligations 50 G. Safe Harbor 50 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 51 A. Directors, Senior Management and Employees 51 B. Compensation 58 C. Board Practices 58 D. Employees 60 E. Share Ownership 61 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 61 A. Major Shareholders 61 B. Related Party Transactions 62 C. Interests of Experts and Counsel 66 i ITEM 8. FINANCIAL INFORMATION 66 A. Consolidated Statements and Other Financial Information 66 B. Significant Changes 67 ITEM 9. THE OFFER AND LISTING 67 A. Offer and listing details 67 B. Plan of Distribution 67 C. Markets 67 D. Selling Shareholders 67 E. Dilution 68 F. Expenses of the Issue 68 ITEM 10. ADDITIONAL INFORMATION 68 A. Share Capital 68 B. Memorandum and Articles of Association 68 C. Material Contracts 72 D. Exchange Controls 72 E. Taxation 73 F. Dividends and Paying Agents 77 G. Statement By Experts 77 H. Documents on Display 77 I. Subsidiary Information 78 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 78 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 79 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 80 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 80 ITEM 15. CONTROLS AND PROCEDURES 81 ITEM 16A. AUDIT AND RISK MANAGEMENT COMMITTEE FINANCIAL EXPERT 82 ITEM 16B. CODE OF ETHICS 83 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 83 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT AND RISK MANAGEMENT COMMITTEE 83 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 83 ITEM 16F. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT 83 ITEM 16G. CORPORATE GOVERNANCE 84 ITEM 16H. MINE SAFETY DISCLOSURE 86 ITEM 17. FINANCIAL STATEMENTS 86 ITEM 18. FINANCIAL STATEMENTS 86 ITEM 19. EXHIBITS 86 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: • general economic and business conditions in markets where our Company operates, including changes in interest rates; • the effects of competition on the demand for and price of our services; • natural phenomena; • the impact of unusual events on our business and operations; • actions by government authorities, including changes in government regulations, and changes in CAAC’s regulatory policies; • our relationship with China Southern Air Holding Company Limited; • uncertainties associated with legal proceedings; • technological development; • our ability to attract key personnel and attract new talent; • future decisions by management in response to changing conditions; • the Company’s ability to execute prospective business plans; • the availability of qualified flight personnel and airport facilities; and • misjudgments in the course of preparing forward-looking statements. Our Company advises you that these cautionary remarks expressly qualify in their entirety all forward-looking statements attributable to our Company, our Group and persons acting on their behalf.