UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F/A

(Amendment No.1)

(Mark One)

 

  o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 

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

For the fiscal year ended December 31, 2011

OR

 

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

OR

 

  o 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 1-14660

 

 Z:\TQData\VINEYARD\Live Jobs\2012\12 Dec\20 Dec\Shift I\CHINA SOUTHERN AIRLINES COMPANY LIMITED\Draft\03-Production

 

(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

E-mail: ir@csair.com

Fax: +86 20 86659040

Address: 278 JI CHANG ROAD

GUANGZHOU

PEOPLE’S REPUBLIC OF CHINA, 510405

 

(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

(Title of Class)

(Title of Class)

 

SEC 1852 (05-06)   Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

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. 7,022,650,000 ordinary A Shares of par value RMB1.00 per share and 2,794,917,000 ordinary H Shares of par value RMB1.00 per share were issued and outstanding as of December 31, 2011.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

o Yes þ 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.

 

o Yes þ No

 

Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

 

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.

 

þ Yes oNo

 

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 þ Accelerated filer o Non-accelerated filer o

 

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 þ Other ¨
  as issued 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.

 

o Item 17 o 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).

 

oYes þ No

 

 
 

 

EXPLANATORY NOTE

 

This Amendment No. 1 (the “Amendment No. 1”) to the annual report of China Southern Airlines Company Limited (the "Registrant") on Form 20-F for the fiscal year ended December 31, 2011, filed on April 27, 2012 (the “Form 20-F”), is being filed solely to re-file Exhibit 4.3, Exhibit 4.4, Exhibit 4.5, and Exhibit 4.6 originally attached to the Form 20-F.

 

Each of Exhibit 4.3, Exhibit 4.4, Exhibit 4.5, and Exhibit 4.6 to this Amendment No. 1 supersedes and replaces the corresponding exhibit filed with the Form 20-F.

 

Save as described above, this Amendment No. 1 does not, and does not purport to, amend, update or restate the information contained in the Form 20-F or reflect any event that has occurred after the filing of the Form 20-F. In addition, save as described above, all the information contained in the Form 20-F remains unchanged and reflects the disclosures made by the Registrant as of the time when the Form 20-F was filed with the SEC.

 

 
 

 

SIGNATURES

 

The registrant hereby certifies that it meets all of the requirements for filing on the Form 20-F/A and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 on its behalf.

 

    CHINA SOUTHERN AIRLINES COMPANY LIMITED
     
  By: /s/ Si Xian Min
    Name: Si Xian Min
     
    Title: Chairman of the Board of Directors

 

Date: December 21, 2012

 

 
 

 

PART III

 

ITEM 19. EXHIBITS.

Index to Exhibits

 

Exhibit No.   Description of Exhibit
1.1Õ   Restated and Amended Articles of Association of China Southern Airlines Company Limited
     
4.1   Form of Director’s Service Agreement (1)
     
4.2   Form of Non-Executive Director’s Service Agreement (2)
     
4.3   Aircraft Acquisition Agreement entered into by and between Xiamen Airlines and Boeing on May 9, 2011*†
     
4.4   Aircraft Acquisition Agreement entered into by and between the Company and Boeing on May 31, 2011*†
     
4.5   Aircraft Acquisition Agreement entered into by and between the Company and Boeing on February 28, 2012*†
     
4.6   Supplemental Agreement No.1 to Purchase Agreement Number PA-03600 entered into by and between the Company and Boeing Company on February 28, 2012*†
     
8.1Õ   Subsidiaries of China Southern Airlines Company Limited
     
11.1Õ   Code of Ethics (included in Exhibit 4.1)
     
12.1   Section 302 Certification of President†
     
12.2   Section 302 Certification of Chief Financial Officer†
     
13.1   Section 906 Certification of President†
     
13.2   Section 906 Certification of Chief Financial Officer†

 

* Portions of this document have been omitted pursuant to a confidential treatment request, and the full, unredacted document has been separately submitted to the Securities and Exchange Commission with a confidential treatment request.

 

† Filed herewith.

 

Õ Filed with the Registrant's Form 20-F (File No. 001-14660) for the year ended December 31, 2011, filed with the Securities and Exchange Commission on April 27, 2012.

 

(1) Incorporated by reference to the Exhibit 4.1 to the Registrant's Form 20-F (File No. 001-14660) for the year ended December 31, 2005 filed with the Securities and Exchange Commission on June 30, 2006.

 

(2) Incorporated by reference to the Exhibit 4.2 to the Registrant's Form 20-F (File No. 001-14660) for the year ended December 31, 2005 filed with the Securities and Exchange Commission on June 30, 2006.