6-K

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 22, 2021

CHINA SOUTHERN AIRLINES COMPANY LIMITED

68 Qi Xin Road

Guangzhou, 510403

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  ☒            Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

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  ☐    No  ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): _N/A_

China Southern Airlines Company Limited (the “Company”) published the following announcement on December 21, 2021 on the Hong Kong Stock Exchange’s website at:

https://www1.hkexnews.hk/listedco/listconews/sehk/2021/1221/2021122100349.pdf, in relation to the approval by China Southern Air Holding Company Limited on the non-public issue of A shares and the non-public issue of H shares.

The announcement in English is included as an exhibit to this Form 6-K.

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/ Xie Bing
Name: Xie Bing
Title: Company Secretary

Date: December 22, 2021

EX-99.1

Exhibit 99.1

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

OVERSEAS REGULATORY ANNOUNCEMENT

This announcement is published pursuant to rules 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

As China Southern Airlines Company Limited has published the “Announcement of China Southern Airlines Company Limited in relation to the Approval by China Southern Air Holding Company Limited on the Non-public Issue of A Shares and the Non-public Issue of H Shares” on the Shanghai Stock Exchange, the full text of the announcement is set out below for information purpose.

By order of the Board

China Southern Airlines Company Limited Xie Bing

Company Secretary

Guangzhou, the People’s Republic of China 21 December 2021

As at the date of this announcement, the Directors include Ma Xu Lun and Han Wen Sheng as executive Directors; and Liu Chang Le, Gu Hui Zhong, Guo Wei and Yan Andrew Y as independent non-executive Directors.

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Stock short name: China South Air Stock Code: 600029 Notice No.: Lin 2021-052

Announcement of China Southern Airlines Company Limited in relation to

the Approval by China Southern Air Holding Company Limited on

the Non-public Issue of A Shares and the Non-public Issue of H Shares

The board (the “Board”) of directors (the “Directors”) of the Company and all of its members confirm that the contents of this announcement do not contain any misrepresentations, misleading statements or material omission, and jointly and severally accept full responsibilities for the truthfulness, accuracy and completeness of the information contained in this announcement.

China Southern Airlines Company Limited (the “Company”) held the third meeting of the ninth session of the Board on 29 October 2021, which considered the relevant proposals in relation to the non-public issue of A shares and the non-public issue of H shares of the Company. Please refer to the relevant announcements published on the China Securities Journal, Shanghai Securities News and Securities Times and the website of the Shanghai Stock Exchange (www.sse.com.cn) on 30 October 2021 for details.

On 21 December 2021, the Company received the “Approval on Relevant Matters for the Non-public Issue of A Shares and H Shares by China Southern Airlines Company Limited” (Nan Hang Ji Tuan Fa [2021] No. 25) from China Southern Air Holding Company Limited (“CSAH”), the controlling shareholder of the Company, stating that, in accordance with the relevant provisions of the “Measures for the Supervision and Administration of State-owned Equities of Listed Companies” (Order No. 36 of the State-owned Assets Supervision and Administration Commission of the State Council, the Minister of Finance and the China Securities Regulatory Commission), CSAH agreed in principle to the Company’s overall proposal of the non-public issue of A shares of 803,571,428 shares with the total amount of capital raised of no more than RMB4,500 million (including RMB4,500 million), and the non-public issue of H shares of no more than 855,028,969 shares (including 855,028,969 shares) with the total amount of capital raised of no more than HK$1,800 million (including HK$1,800 million) (the aforementioned non-public issue of A shares and the non-public issue of H shares are collectively referred to as the “Issuance”).

The overall proposal for the Issuance of the Company is still subject to the approval by the shareholders’ general meeting of the Company, and will be implemented upon obtaining the approval by the China Securities Regulatory Commission. According to the progress of this matter, the Company will strictly perform its information disclosure obligation in time in accordance with the rules and requirements of relevant laws and regulations regarding the non-public issue of shares by listed companies. Investors are advised to be aware of the investment risks.

The Board of Directors of

China Southern Airlines Company Limited

21 December 2021

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