UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C.
20549
FORM
20-F/A
(Amendment
No.1)
(Mark One)
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o
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REGISTRATION
STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT
OF 1934
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OR
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þ
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ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the fiscal year ended December
31, 2008
OR
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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OR
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o
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SHELL COMPANY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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Date
of event requiring this shell company report _____________
For the transition period
from _________ to
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
PEOPLE’S
REPUBLIC OF CHINA, 510405
(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.
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Title
of each class
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Name
of each exchange on which registered
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Ordinary H Shares of par
value
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New
York Stock Exchange, Inc.
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RMB1.00
per share
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represented
by American
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Depositary
Receipts
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Securities
registered or to be registered pursuant to Section 12(g) of the
Act.
None
(Title of
Class)
(Title of
Class)
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SEC
1852 (05-06)
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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.
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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.
4,800,000,000 ordinary A Shares of par value RMB1.00 per share and 1,761,267,000
ordinary H Shares of par value RMB1.00 per share were issued and outstanding as
of December 31, 2008.
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:
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U.S.
GAAP ¨
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International
Financial Reporting Standards þ
as
issued by the International Accounting
Standards
Board
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Other
¨
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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 registrant’s annual
report on Form 20-F for the fiscal year ended December 31, 2008 filed on
June 25, 2009 (the “Form 20-F”) is being filed solely to re-file
Exhibit 4.3, Exhibit 4.4, Exhibit 4.5, Exhibit 4.6 and Exhibit 4.7
originally attached to the Form 20-F.
Each of
Exhibit 4.3, Exhibit 4.4, Exhibit 4.5, Exhibit 4.6 and Exhibit 4.7 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.
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CHINA
SOUTHERN AIRLINES COMPANY LIMITED
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/s/
Si Xian Min
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Name:
Si Xian Min
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Title:
Chairman of the Board of
Directors
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PART
III
ITEM
19. EXHIBITS.
Index
to Exhibits
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Exhibit No.
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Description of Exhibit
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1.1＊
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Restated
and Amended Articles of Association of China Southern Airlines Company
Limited.
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4.1
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Form
of Director’s Service Agreement (1)
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4.2
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Form
of Non-Executive Director’s Service Agreement (2)
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4.3
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Airbus
Aircraft Acquisition Agreement entered into by and between the Company and
Airbus on July 16, 2007 *†
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4.4
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Xiamen
Aircraft Acquisition Agreement entered into by and between Xiamen Airlines
and Boeing on July 16, 2007 *†
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4.5
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Boeing
Aircraft Acquisition Agreement entered into by and between the Company and
Boeing on August 20, 2007 *†
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4.6
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Airbus
Aircraft Acquisition Agreement entered into by and between the Company and
Airbus on October 23, 2007 *†
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4.7
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Aircraft
Acquisition Agreement entered into by and between Xiamen Airlines and
Boeing on April 18, 2008 *†
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4.8＊
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A
Shares Subscription Agreement entered into by and between the Company and
CSAHC on December 10, 2008
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4.9＊
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H
Shares Subscription Agreement entered into by and between the Company and
Nan Lung Holding Limited
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4.10＊
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Trademark
License Agreement entered into by and between the Company and CSAHC on May
22, 1997
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8.1＊
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Subsidiaries
of China Southern Airlines Company Limited
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11.1＊
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Code
of Ethics (included in Exhibit 4.1)
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12.1
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Section
302 Certification of President †
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12.2
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Section
302 Certification of Chief Financial Officer †
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13.1
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Section
906 Certification of President †
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13.2
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Section
906 Certification of Chief Financial Officer
†
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* 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
＊ Filed with our
Form 20-F (File No. 001-14660) for the year ended December 31, 2008 filed with
the Securities and Exchange Commission on June 25, 2009
(1)
Incorporated by reference to the Exhibit 4.1 to our 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 our 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