SEC Comment Letter 0000000000-23-013759 to CHINA SOUTHERN AIRLINES CO LTD (CHKIF) (CIK 0001041668) (CHKIF)
CHINA SOUTHERN AIRLINES CO LTD (CHKIF) (CIK 0001041668)
Date: Dec. 18, 2023 · CIK: 0001041668 · Accession: 0000000000-23-013759
AI Filing Summary & Sentiment
File numbers found in text: 001-14660
Letter
United States securities and exchange commission logo December 18, 2023 Chen Weihua Chief Legal Adviser CHINA SOUTHERN AIRLINES CO LTD 68 QI XIN ROAD Guangzhou, 510403 People's Republic of China Re:CHINA SOUTHERN AIRLINES CO LTD Form 20-F for the Fiscal Year Ended December 31, 2022 Response dated November 30, 2023 File No. 001-14660 Dear Chen Weihua: We have reviewed your November 30, 2023 response to our comment letter and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our November 2, 2023 letter. Form 20-F for the Fiscal Year Ended December 31, 2022 Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 114 1.We note that you do not believe that any members of your board of directors, including those who are members or officials of the leading Party members group of CSAH, are Chinese Communist Party officials. Please clarify the basis for this statement given that Article 33 of the Chinese Communist Party Constitution addresses the leading Party members groups or Party committees of state-owned enterprises, indicating they should play a leadership role and discuss and decide on major issues of their enterprise in accordance with regulations. In your response, please address the following:
• Please explain to us in reasonable detail the roles and responsibilities of the leading Party members group of CSAH, including how they participate in deciding the major
FirstName LastNameChen Weihua Comapany NameCHINA SOUTHERN AIRLINES CO LTD December 18, 2023 Page 2 FirstName LastName Chen Weihua CHINA SOUTHERN AIRLINES CO LTD December 18, 2023 Page 2 issues of their enterprise and the extent to which this group approves and directs the major decisions and activities of their enterprise.
• Please provide us with a detailed explanation of the roles and responsibilities of each of your directors who is also an official or member of the leading Party members group of CSAH on China Southern Airlines’ operations and major decisions.
• Please explain to us in more detail how you considered whether the leading Party members group of CSAH has effectively been appointed by or is effectively acting as an agent for the Chinese Communist Party and whether the functions of this role would reasonably meet a definition of a Chinese Communist Party official. Please contact Jennifer Thompson at 202-551-3737 or Jennifer Gowetski at 202-551- 3401 with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program cc: James Scoville
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United States securities and exchange commission logo
December 18, 2023
Chen Weihua
Chief Legal Adviser
CHINA SOUTHERN AIRLINES CO LTD
68 QI XIN ROAD
Guangzhou, 510403
People's Republic of China
Re:CHINA SOUTHERN AIRLINES CO LTD
Form 20-F for the Fiscal Year Ended December 31, 2022
Response dated November 30, 2023
File No. 001-14660
Dear Chen Weihua:
We have reviewed your November 30, 2023 response to our comment letter and have the
following comment.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our November 2, 2023
letter.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 114
1.We note that you do not believe that any members of your board of directors, including
those who are members or officials of the leading Party members group of CSAH, are
Chinese Communist Party officials. Please clarify the basis for this statement given that
Article 33 of the Chinese Communist Party Constitution addresses the leading Party
members groups or Party committees of state-owned enterprises, indicating they should
play a leadership role and discuss and decide on major issues of their enterprise in
accordance with regulations. In your response, please address the following:
• Please explain to us in reasonable detail the roles and responsibilities of the leading
Party members group of CSAH, including how they participate in deciding the major
FirstName LastNameChen Weihua
Comapany NameCHINA SOUTHERN AIRLINES CO LTD
December 18, 2023 Page 2
FirstName LastName
Chen Weihua
CHINA SOUTHERN AIRLINES CO LTD
December 18, 2023
Page 2
issues of their enterprise and the extent to which this group approves and directs the major
decisions and activities of their enterprise.
• Please provide us with a detailed explanation of the roles and responsibilities of each of
your directors who is also an official or member of the leading Party members group of
CSAH on China Southern Airlines’ operations and major decisions.
• Please explain to us in more detail how you considered whether the leading Party
members group of CSAH has effectively been appointed by or is effectively acting as an
agent for the Chinese Communist Party and whether the functions of this role would
reasonably meet a definition of a Chinese Communist Party official.
Please contact Jennifer Thompson at 202-551-3737 or Jennifer Gowetski at 202-551-
3401 with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc: James Scoville