SCHEDULE 13G
Amendment No. 2
CHINA SOUTHERN AIRLINES LTD
Common Stock
Cusip #Y1503W102
Cusip #Y1503W102
Item 1: Reporting Person - FMR LLC
Item 4: Delaware
Item 5: 80,362,000
Item 6: 0
Item 7: 80,362,000
Item 8: 0
Item 9: 80,362,000
Item 11: 2.875%
Item 12: HC
Cusip #Y1503W102
Item 1: Reporting Person - Edward C. Johnson 3d
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 80,362,000
Item 8: 0
Item 9: 80,362,000
Item 11: 2.875%
Item 12: IN
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Item 1(a). Name of Issuer:
CHINA SOUTHERN AIRLINES LTD
Item 1(b). Name of Issuer's Principal Executive Offices:
278 JI Chang Road
Guangzhou, 510405
China
Item 2(a). Name of Person Filing:
FMR LLC
Item 2(b). Address or Principal Business Office or, if None,
Residence:
245 Summer Street, Boston, Massachusetts 02210
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
Y1503W102
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
and the person filing,
FMR LLC, is a parent holding company in accordance with Section 240.13d-
1(b)(ii)(G). (Note: See Item 7).
Item 4. Ownership
(a) Amount Beneficially Owned: 80,362,000
(b) Percent of Class: 2.875%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
80,362,000
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the
disposition of: 80,362,000
(iv) shared power to dispose or to direct the
disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as
of the date hereof, the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the
following (X).
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company.
See attached Exhibit A.
Item 8. Identification and Classification of Members of the Group.
Not applicable. See attached Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
In as much as the reporting persons are no longer the beneficial owners of
more than five percent of the number of shares outstanding, the reporting
persons have no further reporting obligation under Section 13(d) of the
Securities and Exchange Commission thereunder, and the reporting persons
have no obligation to amend this Statement if any material change occurs in
the facts set forth herein. I also certify that, to the best of my
knowledge and belief, FIL Limited and its various non-U.S. investment
management subsidiaries included on this Schedule 13G are subject to a
regulatory scheme substantially comparable to the regulatory scheme
applicable to the functionally equivalent U.S. institutions. I also
undertake to furnish to the Commission staff, upon request, information
that would otherwise be disclosed in a Schedule 13D with respect to FIL
Limited and its various non-U.S. investment management subsidiaries
included on this Schedule 13G.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
January 9, 2014
Date
/s/ Scott C. Goebel
Signature
Scott C. Goebel
Duly authorized under Power of Attorney effective as of June 1, 2008,
by and on behalf of FMR LLC and its direct and indirect subsidiaries
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Strategic Advisers, Inc., 245 Summer Street, Boston,
Massachusetts 02210, a wholly-owned subsidiary of FMR LLC and an investment
adviser registered under Section 203 of the Investment Advisers Act of
1940, provides investment advisory services to individuals. As such, FMR
LLC's beneficial ownership includes 968,000 shares, or 0.035%, of the
Common Stock outstanding of CHINA SOUTHERN AIRLINES LTD, beneficially owned
through Strategic Advisers, Inc.
Pyramis Global Advisors, LLC ("PGALLC"), 900 Salem Street,
Smithfield, Rhode Island 02917, an indirect wholly-owned subsidiary of FMR
LLC and an investment adviser registered under Section 203 of the
Investment Advisers Act of 1940, is the beneficial owner of 4,742,000
shares or 0.170% of the outstanding Common Stock of CHINA SOUTHERN AIRLINES
LTD as a result of its serving as investment adviser to institutional
accounts, non-U.S. mutual funds, or investment companies registered under
Section 8 of the Investment Company Act of 1940 owning such shares.
Edward C. Johnson 3d and FMR LLC, through its control of
PGALLC, each has sole dispositive power over 4,458,000 shares and sole
power to vote or to direct the voting of 5,710,000 shares of Common Stock
owned by the institutional accounts or funds advised by PGALLC as reported
above.
Members of the family of Edward C. Johnson 3d, Chairman of
FMR LLC, are the predominant owners, directly or through trusts, of Series
B voting common shares of FMR LLC, representing 49% of the voting power of
FMR LLC. The Johnson family group and all other Series B shareholders have
entered into a shareholders' voting agreement under which all Series B
voting common shares will be voted in accordance with the majority vote of
Series B voting common shares. Accordingly, through their ownership of
voting common shares and the execution of the shareholders' voting
agreement, members of the Johnson family may be deemed, under the
Investment Company Act of 1940, to form a controlling group with respect to
FMR LLC.
FIL Limited ("FIL"), Pembroke Hall, 42 Crow Lane, Hamilton,
Bermuda, and various foreign-based subsidiaries provide investment advisory
and management services to a number of non-U.S. investment companies and
certain institutional investors. FIL, which is a qualified institution
under section 240.13d-1(b)(1)(ii), is the beneficial owner of 74,652,000
shares or 2.671% of the Common Stock outstanding of the Company.
Partnerships controlled predominantly by members of the
family of Edward C. Johnson 3d, Chairman of FMR LLC and FIL, or trusts for
their benefit, own shares of FIL voting stock. While the percentage of
total voting power represented by these shares may fluctuate as a result of
changes in the total number of shares of FIL voting stock outstanding from
time to time, it normally represents more than 25% and less than 50% of the
total votes which may be cast by all holders of FIL voting stock. FMR LLC
and FIL are separate and independent corporate entities, and their Boards
of Directors are generally composed of different individuals.
FMR LLC and FIL are of the view that they are not acting as
a "group" for purposes of Section 13(d) under the Securities Exchange Act
of 1934 (the "1934" Act) and that they are not otherwise required to
attribute to each other the "beneficial ownership" of securities
"beneficially owned" by the other corporation within the meaning of Rule
13d-3 promulgated under the 1934 Act. Therefore, they are of the view that
the shares held by the other corporation need not be aggregated for
purposes of Section 13(d). However, FMR LLC is making this filing on a
voluntary basis as if all of the shares are beneficially owned by FMR LLC
and FIL on a joint basis.
FIL has sole dispositive power over 75,782,000 shares owned
by the International Funds. FIL has sole power to vote or direct the voting
of 74,652,000 shares and no power to vote or direct the voting of 0 shares
of Common Stock held by the International Funds as reported above.
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) AGREEMENT
The undersigned persons, on January 9, 2014, agree and
consent to the joint filing on their behalf of this Schedule 13G in
connection with their beneficial ownership of the Common Stock of CHINA
SOUTHERN AIRLINES LTD at December 31, 2013.
FMR LLC
By /s/ Scott C. Goebel
Scott C. Goebel
Duly authorized under Power of Attorney effective as of June 1, 2008, by
and on behalf of FMR LLC and its direct and indirect subsidiaries
Edward C. Johnson 3d
By /s/ Scott C. Goebel
Scott C. Goebel
Duly authorized under Power of Attorney effective as of June 1, 2008, by
and on behalf of Edward C. Johnson 3d
Document-Separator. This page separates the filing documents of two
notifications.
Page of
Exhibit A