China Southern Airlines Company Limited

Rhea-AI Summary

On January 13, 2023, China Southern Airlines Company Limited (NYSE: ZNH) announced its intention to voluntarily delist its American depositary shares (ADSs) from the New York Stock Exchange (NYSE) and deregister its ADSs and underlying H Shares under the U.S. Securities Exchange Act. This decision is motivated by low trading volume of ADSs compared to H Shares, lack of follow-on financing on the NYSE, and high costs associated with maintaining the NYSE listing. The final trading day for ADSs is expected to be on or after February 2, 2023. The company will continue trading its H Shares on the Hong Kong Stock Exchange.

Positive

• Plans to terminate the ADS program, streamlining operations.
• Ongoing compliance with disclosure obligations on Hong Kong and Shanghai Stock Exchanges.

Negative

• Voluntary delisting may reduce liquidity and visibility for U.S. investors.
• No longer seeking a listing on U.S. exchanges which could limit fundraising opportunities.

GUANGZHOU, China, Jan. 13, 2023 /PRNewswire/ -- China Southern Airlines Company Limited (the "Company") (NYSE: ZNH; HKSE: 01055; SSE: 600029) announces today that the Company has notified the New York Stock Exchange (the "NYSE") on January 13, 2023 (Eastern Time in the U.S.) that it will apply for the voluntary delisting of its American depositary shares ("ADSs") from the NYSE and the deregistration of such ADSs and underlying overseas listed shares (the "H Shares") under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), due to a number of considerations, including the limited trading volume of its ADSs relative to the worldwide trading volume of its H Shares, the fact that the Company has never conducted a follow-on financing of securities listed on the NYSE since the listing of its ADSs on the NYSE, while The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") and the Shanghai Stock Exchange are strong alternatives for the Company because they can satisfy the Company's fundraising requirements necessary for its normal business operations, and the considerable costs of maintaining the listing of the ADSs on the NYSE, the registration of the ADSs and the underlying H Shares under the Exchange Act and complying with the periodic reporting requirements, internal control requirements and related obligations of the Exchange Act.

The Company intends to file a Form 25 with the United States Securities and Exchange Commission (the "SEC") on or after January 23, 2023 to delist its ADSs from the NYSE. The delisting of the ADSs from the NYSE is expected to become effective ten days thereafter. The last day of trading of the ADSs on the NYSE is expected to be on or after February 2, 2023. From and after that date, the ADSs of the Company will no longer be listed and traded on the NYSE.

Once the delisting has become effective and the criteria for deregistration have been satisfied, the Company intends to file a Form 15F with the SEC to deregister the ADSs and the underlying H Shares under the Exchange Act. Thereafter, all of the Company's reporting obligations under the Exchange Act will be suspended unless the Form 15F is subsequently withdrawn or denied. Deregistration and termination of the Company's reporting obligations under the Exchange Act are expected to become effective 90 days after its filing of Form 15F. Once the Form 15F is filed, the Company will publish the information required under Rule 12g3-2(b) of the Exchange Act on its website, https://www.csair.com.

The Company intends to terminate its ADS program after delisting its ADSs from the NYSE in due course in accordance with the deposit agreement. The Company does not intend to seek a listing or registration on a national securities exchange in the U.S. or quotation of the H Shares in the U.S. after the termination of its ADS program and the deregistration of its ADSs and the underlying H Shares. H Shares of the Company will continue to be traded on the Hong Kong Stock Exchange. The Company will continue to comply with its information disclosure and other obligations as a listed issuer under the relevant rules of the Hong Kong Stock Exchange and the Shanghai Stock Exchange as well as other applicable laws and regulations.

The Company reserves its rights in all respects, for any reason, to delay or withdraw the aforementioned filings prior to their effectiveness and will issue any further announcement if required under the listing rules or other applicable laws and regulations.

For further information, please visit the Company website: https://www.csair.com.

 

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SOURCE China Southern Airlines Corporation Limited

FAQ

Why is ZNH delisting from the NYSE?

ZNH is delisting due to low trading volume, high costs of maintaining the listing, and better fundraising opportunities on other exchanges.

What is the last trading date for ZNH's ADSs on the NYSE?

The last trading day for ZNH's ADSs on the NYSE is expected to be on or after February 2, 2023.

What will happen to ZNH's H Shares after delisting?

ZNH's H Shares will continue to be traded on the Hong Kong Stock Exchange after the delisting.

When will ZNH file the Form 25 with the SEC?

ZNH intends to file the Form 25 with the SEC on or after January 23, 2023.

Will ZNH continue to operate in the U.S. after the delisting?

ZNH does not plan to seek any U.S. listings or registrations after delisting its ADSs.