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
May 15, 2015
CHINA SOUTHERN AIRLINES COMPANY LIMITED
(Translation of registrant's name into English)
278 Jichang Road
Guangzhou, Guangdong 510405
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 x Form
40-F ¨
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¨ Nox
(If "Yes" is marked, indicate below the file number
assigned to the registrant in connection with Rule 12g3-2(b): 82-________.)
China Southern Airlines Company Limited (the “Company”)
published the following announcements on May 14, 2015 on the Hong Kong Stock Exchange’s website at:
http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0514/LTN20150514377.pdf,
in relation to the Notice of Annual General Meeting;
http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0514/LTN20150514342.pdf,
in relation to the circular relating to the Annual General Meeting;
http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0514/LTN20150514386.pdf,
in relation to the Form of Proxy for Annual General Meeting;
http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0514/LTN20150514428.pdf,
in relation to the Notification Letter; and
http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0514/LTN20150514404.pdf,
in relation to the Reply Slip.
The announcements in English are included
as exhibits 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/ Liu Wei and Xie Bing |
|
| |
|
| Name: Liu Wei and Xie Bing |
|
| |
|
| Title: Joint Company Secretaries |
|
| |
|
| Date: May 15, 2015 |
|
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.
(a joint stock limited
company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 1055)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that
the annual general meeting (the “AGM”) of China Southern Airlines Company Limited (the “Company”)
will be held at No. 1 Conference Room, 4th Floor, Pearl Hotel CSN, No. 5 Road, Southern Work District, Baiyun International Airport,
Guangzhou, Guangdong Province, the PRC on Tuesday, 30 June 2015 at 2:00 p.m. for the purpose of considering, if thought fit, to
approve the following resolutions. Unless otherwise indicated, capitalised terms used herein have the same meanings as those defined
in the circular of the Company dated 15 May 2015 (the “Circular”):
AS ORDINARY RESOLUTIONS
To consider and, if thought fit, approve the following
resolutions as ordinary resolutions:
| 1. | to consider and approve the Report of the Directors of the Company for the year 2014; |
| 2. | to consider and approve the Report of the Supervisory Committee of the Company for the year 2014; |
| 3. | to consider and approve the audited consolidated financial statements of the Company for the year
2014; |
| 4. | to consider and approve the profit distribution proposal for the year 2014; |
Under the PRC accounting standards,
as at 31 December 2014, the Company realised the net profit of RMB1,378 million (excluding the undistributed revenue of the subsidiaries).
According to the PRC Company Law, after withdrawing 10% of the net profits of the Company as the statutory surplus reserve amounting
to RMB138 million, the remaining distributable profits of the Company amounted to RMB1,240 million. Under the International Financial
Reporting Standards, the Company realised the net profit of RMB1,064 million (excluding the undistributed revenue of the investment
entities), and after withdrawing the statutory surplus reserve amounting to RMB138 million, the distributable profits of the Company
amounted to RMB926 million.
The Board hereby proposed to declare
a cash dividend of RMB393 million, or RMB0.4 per 10 shares (inclusive of applicable tax) based on the 9,817,567,000 issued shares
of the Company. The cash dividend is denominated and declared in RMB and payable in RMB to holders of A shares, and in Hong Kong
dollars to holders of H shares.
| 5. | to consider and approve re-appointment of PricewaterhouseCoopers Zhong Tian LLP to provide professional
services to the Company for its domestic financial reporting, U.S. financial reporting and internal control of financial reporting
for the year 2015 and PricewaterhouseCoopers to provide professional services to the Company for its Hong Kong financial reporting
for the year 2015, and the authorize the Board to determine their remuneration; |
| 6. | to consider and approve the supplemental agreement to the financial services framework agreement
entered into between the Company and Southern Airlines Group Finance Company Limited; and |
| 7. | to consider and approve to authorize Xiamen Airlines Company Limited to provide loan guarantees
to Hebei Airlines Company Limited with an aggregate balance up to RMB3.5 billion within the period from 1 July 2015 to 30 June
2016. |
AS SPECIAL RESOLUTIONS
To consider and, if thought fit, approve the following
resolutions as special resolutions:
| (A) | the authorisation of the Board of the Company to allot, issue and deal with additional shares of
the Company be and is hereby approved. |
| (1) | subject to paragraph (3) of this resolution, the exercise by the Board of the Company during the
Relevant Period (as defined in paragraph (4) of this resolution) of all the powers of the Company to allot, issue and deal with
additional A Shares and/or H Shares of the Company (hereinafter referred to as “Shares”) and to make or grant
offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved; |
| (2) | this approval shall authorise the Board of the Company during the Relevant Period to make or grant
offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period; |
| (3) | the amount of additional A Shares and H Shares (as the case may be) allotted, issued and dealt
with or agreed conditionally or unconditionally to be allotted, issued and dealt with either separately or concurrently by the
Board of the Company pursuant to the approval in paragraph (1) of this resolution shall not exceed
20% of each of the Company’s existing A Shares and H Shares (as the case may be) in issue at the date of passing this resolution;
and |
| (4) | for the purpose of this resolution: |
“Relevant Period” means
the period from the passing of this resolution until the earlier of:
| (a) | the conclusion of the next annual general meeting of the Company; |
| (b) | the expiration of the 12 months period following the passing of this resolution; and |
| (c) | the revocation or variation of the authority given to the Board of the Company under this resolution
by a special resolution of the Company’s shareholders in general meetings. |
| (B) | the Board of the Company be and is hereby authorised to increase the registered capital of the
Company to reflect the issue of Shares authorised pursuant to the above paragraph (A) of this resolution, and to make such appropriate
and necessary amendments to the Articles of Association of the Company as they think fit to reflect such increase in the registered
capital of the Company upon the allotment or issuance of shares and to take any other action and complete any formality required
to effect such increase of the registered capital of the Company.” |
| 9. | “THAT the Board be and is hereby authorised, generally and unconditionally, to issue
the debt financing instruments.” |
| |
By Order of the Board of |
| |
CHINA SOUTHERN AIRLINES COMPANY LIMITED |
| |
Xie Bing and Liu Wei |
| |
Joint Company Secretaries |
Guangzhou, the People’s Republic of China
15 May 2015
As at the date of this notice,
the Directors include Si Xian Min, Yuan Xin An and Yang Li Hua as non-executive Directors, Tan Wan Geng, Zhang Zi Fang and Li Shao
Bin as executive Directors; and Wei Jin Cai, Ning Xiang Dong, Liu Chang Le and Tan Jin Song as independent non-executive Directors.
Notes:
| 1. | Persons who are entitled to attend the AGM |
| a. | Holders of the H Shares and A Shares whose names appear on the register of holders of H Shares
and register of holders of A Shares of the Company, respectively, at the close of trading in the afternoon of Friday, 29 May 2015
(“Eligible Shareholders”) or their representatives are entitled to attend the AGM after completion of the required
registration procedures in accordance with Note 2 “Registration procedures for attending the AGM”. Holders of A Shares
shall receive a notice separately. |
| b. | The directors, supervisors and senior management of the Company. |
| c. | Representatives of the professional advisers hired by the Company and special guests invited by
the Board. |
| 2. | Registration procedures for attending the AGM |
| a. | Eligible Shareholders who intend to attend the AGM either in person or by proxy must deliver to
the Company on or before Wednesday, 10 June 2015, in person or by post at the registration address of the Company, or by fax at
(+86) 20-8665 9040, the reply slip, which is attached to the notice of the AGM as Attachment A. |
| b. | When attending the AGM, individual Eligible Shareholder or his/her proxy shall bring along his/her identity card. The legal representative of a corporate Eligible Shareholder attending the AGM shall bring along his/her identity
card, together with a notarised copy of the resolution or power of attorney issued by the board of directors or other governing
body of the corporate Eligible Shareholder to appoint such legal representative to attend the meeting. |
| c. | Holders of H Shares who intend to attend the AGM must deliver their instruments of transfer together
with the relevant share certificates to Hong Kong Registrars Limited, the registrar of H Shares, at Shops 1712-1716, 17th Floor,
Hopewell Centre, 183 Queen’s Road East, Hong Kong, at or before 4:30 p.m. on Friday, 29 May 2015. |
| d. | 31 May 2015 to 30 June 2015 (both days inclusive), during which period no transfer of H Shares
will be registered. |
| a. | An Eligible Shareholder has the right to appoint one or more proxies to attend the AGM and vote
on his/her behalf. A proxy does not need to be a Shareholder. A proxy of a shareholder who has appointed more than one proxy may
only vote on a poll. |
| b. | A proxy must be appointed by an Eligible Shareholder or his/her attorney by way of a form of proxy
for the AGM, which is attached to the notice of AGM as Attachment B. If the proxy is appointed by the attorney of an Eligible Shareholder,
the power of attorney or other authorisation document(s) authorizing such attorney to appoint the proxy must be notarised. |
| c. | To be valid, for holders of A Shares, the notarially certified power of attorney, or other document
of authorisation, and the form of proxy must be delivered to the registered address of the Company no later than 24 hours before
the time appointed for the holding of the AGM. To be valid, for holders of H Shares, the notarised power of attorney or other authorisation
document(s), together with the completed form of proxy for the AGM, must be lodged with Hong Kong Registrars Limited within the
same period of time. |
| a. | The AGM is expected to last for not more than one day. Eligible Shareholders (or their proxies)
who attend shall bear their own travelling and accommodation expenses. |
| b. | The address of the headquarter of the Company is: |
1st Floor, No. 278 Ji Chang Road
Guangzhou 510405, Guangdong
Province
People’s Republic of China
Telephone No.: (+86) 20-8612 4462
Facsimile No.: (+86) 20-8665 9040
Website: www.csair.com
Contact person: Mao Lixing
| c. | Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the shareholders at a general meeting
must be taken by poll. Therefore, all resolutions proposed at the AGM shall be voted by poll. |
Exhibit 99.2
THIS CIRCULAR IS IMPORTANT AND REQUIRES
YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any
aspect of this circular, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor,
professional accountant or other professional adviser.
If you have sold or transferred all
your shares of China Southern Airlines Company Limited, you should at once hand this circular to the purchaser or transferee
or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or the transferee.
Hong Kong Exchanges and Clearing Limited
and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as
to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss however arising from or in reliance
upon the whole or any part of the contents of this circular.
(a joint stock limited company incorporated
in the People’s Republic of China with limited liability)
(Stock Code: 1055)
(1)
GENERAL MANDATE TO ISSUE SHARES
(2)
GENERAL MANDATE TO ISSUE DEBT FINANCING INSTRUMENTS
(3) PROPOSED
AUTHORIZATION TO XIAMEN AIRLINES ON THE
PROVISION OF LOAN GUARANTEES TO HEBEI AIRLINES
AND
(4) NOTICE OF AGM
A notice convening the AGM to be held at
2:00 p.m. on Tuesday, 30 June 2015 at No. 1 Conference Room, 4th Floor, Pearl Hotel CSN, No. 5 Road, Southern Work District, Baiyun
International Airport, Guangzhou, Guangdong Province, the PRC, a form of proxy to be used at the AGM and a reply slip are despatched
by the Company together with this circular and are also published on the websites of the Stock Exchange (http://www.hkexnews.hk)
and the Company (http://www.csair.com).
If you are not able to attend and/or vote
at the AGM, you are strongly urged to complete the accompanying form of proxy in accordance with the instructions printed thereon
and return it to the Company’s branch share registrar in Hong Kong, Hong Kong Registrars Limited, at 17M Floor, Hopewell
Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 24 hours before the
time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude
you from attending and voting at the AGM or any adjourned meeting should you so wish.
15 May 2015
CONTENTS
| DEFINITIONS |
1 |
| |
|
| LETTER FROM THE BOARD |
3 |
| |
|
| NOTICE OF AGM |
10 |
DEFINITIONS
In this circular, unless the context
otherwise requires, the following expressions have the following meanings:
| “A Share(s)” |
|
A Share(s) of RMB1.00 each in the capital of the Company |
| |
|
|
| “AGM” |
|
an annual general meeting of the Company to be convened at 2:00 p.m. on Tuesday, 30 June 2015 |
| |
|
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| “Articles of Association” |
|
the articles of association of the Company, as amended from time to time |
| |
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| “Board” |
|
the board of the Directors |
| |
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| “China” or “PRC” |
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the People’s Republic of China and, for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region and Taiwan |
| |
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|
| “Company” |
|
China Southern Airlines Company Limited, a company incorporated under the laws of the PRC whose H Shares, A Shares and American depositary receipts are listed on the Stock Exchange, the Shanghai Stock Exchange and the New York Stock Exchange, Inc., respectively |
| |
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| “CSAHC” |
|
China Southern Air Holding Company, a state-owned enterprise established under the laws of the PRC and the controlling shareholder of the Company |
| |
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| “CSRC” |
|
the China Securities Regulatory Commission |
| |
|
|
| “Debt Financing Instruments” |
|
the debt financing instruments to be issued by the Company and/or its controlled or wholly-owned subsidiary in one or multiple tranches, including but not limited to corporate bonds, ultra short-term financing bills, short-term financing bills, mid-term notes |
| |
|
|
| “Directors” |
|
the directors of the Company |
| |
|
|
| “Group” |
|
the Company and its subsidiaries (as defined in the Listing Rules) |
| |
|
|
| “H Share(s)” |
|
H Share(s) of RMB1.00 each in the capital of the Company |
| |
|
|
| “Hebei Airlines” |
|
Hebei Airlines Company Limited, a limited liability company incorporated in the PRC and a 99.34%-owned subsidiary of Xiamen Airlines as at the Latest Practicable Date |
| |
|
|
| “Hong Kong” |
|
the Hong Kong Special Administrative Region of the PRC |
DEFINITIONS
| “Latest Practicable Date” |
|
12 May 2015, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein |
| |
|
|
| “Listing Rules” |
|
The Rules Governing the Listing of Securities on The Stock Exchange |
| |
|
|
| “Proposed Issuance” |
|
the proposed issuance of the Debt Financing Instruments by the Company |
| |
|
|
| “Proposed Provision of Loan Guarantees” |
|
the proposed authorization by the general meeting to Xiamen Airlines on the provision of loan guarantees to Hebei Airlines with an aggregate balance up to RMB3.5 billion within the period from 1 July 2015 to 30 June 2016 |
| |
|
|
| “RMB” |
|
Renminbi, the lawful currency of the PRC |
| |
|
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| “SASAC” |
|
the State-owned Assets Supervision and Administration Commission of the State Council of the PRC |
| |
|
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| “Shareholders” |
|
the holders of the Shares |
| |
|
|
| “Shares” |
|
the shares of RMB1.00 each in the capital of the Company |
| |
|
|
| “Stock Exchange” |
|
The Stock Exchange of Hong Kong Limited |
| |
|
|
| “Xiamen Airlines” |
|
Xiamen Airlines Company Limited, a limited liability company incorporated in the PRC and a 51%-owned subsidiary of the Company as at the Latest Practicable Date |
LETTER FROM THE BOARD
(a joint stock limited company incorporated
in the People’s Republic of China with limited liability)
(Stock Code: 1055)
| Directors: |
|
Registered address: |
| |
|
278 Ji Chang Road |
| Non-Executive Directors: |
|
Guangzhou |
| Si Xian Min (Chairman of the Board) |
|
PRC 510405 |
| Yuan Xin An |
|
|
| Yang Li Hua |
|
|
| |
|
|
| Executive Directors |
|
|
| Tan Wan Geng |
|
|
| Zhang Zi Fang |
|
|
| Li Shao Bin |
|
|
| |
|
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| Independent Non-Executive Directors: |
|
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| Wei Jin Cai |
|
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| Ning Xiang Dong |
|
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| Liu Chang Le |
|
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| Tan Jin Song |
|
|
| |
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| Supervisors: |
|
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| Pan Fu (Chairman of the Supervisory Committee) |
|
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| Li Jia Shi |
|
|
| Zhang Wei |
|
|
| Yang Yi Hua |
|
|
| Wu De Ming |
|
|
| |
|
|
| |
|
15 May 2015 |
To the Shareholders
Dear Sir or Madam,
(1)
GENERAL MANDATE TO ISSUE SHARES
(2)
GENERAL MANDATE TO ISSUE DEBT FINANCING INSTRUMENTS
(3)
PROPOSED AUTHORIZATION TO XIAMEN AIRLINES ON THE
PROVISION OF LOAN GUARANTEES TO HEBEI AIRLINES
AND
(4) NOTICE OF AGM
The purposes
of this circular are, among other things, (1) to provide you with further information in relation to the proposed grant of general
mandate to the Directors to issue Shares, the Proposed Issuance and the Proposed Provision of Loan Guarantees; and (2) to give
you notice of the AGM, to enable you to make an informed decision on whether to vote for or against the resolutions at the AGM.
LETTER FROM THE BOARD
| 2. | GENERAL MANDATE TO ISSUE SHARES |
In order to ensure flexibility and to give
discretion to the Directors in the event that it becomes desirable to issue any Shares, a special resolution will be proposed at
the AGM to give an unconditional general mandate to the Directors, to separately or concurrently, allot, issue, and deal with additional
A Shares and H Shares of the Company and to make or grant offers, agreements or options in respect thereof, with an aggregate nominal
value of not exceeding 20% of the aggregate nominal amount of each of the existing A Shares and H Shares issue as at the date of
the relevant resolution to be proposed and passed at the AGM (the “General Mandate”).
The General Mandate will lapse until the earlier
of:
| (a) | the conclusion of the next annual general meeting of the Company; |
| (b) | the expiration of the 12 months period following the passing of this resolution; and |
| (c) | the revocation or variation of the authority given to the Board under this resolution by a special
resolution of the Shareholders in general meetings. |
The Company
shall obtain the approval of the CSRC and other relevant authorities for any issue of new Shares under the General Mandate. Pursuant
to the relevant laws and regulations of the PRC, any further issuance of A Shares would still require the approval of the Shareholders
at a general meeting even if the General Mandate were approved at the AGM.
As at
the Latest Practicable Date, the Company had in issue 9,817,567,000 Shares including 7,022,650,000 A Shares and 2,794,917,000 H
Shares. Subject to the passing of the proposed resolution for the approval of the General Mandate and in accordance with the terms
therein, the Company would be allowed to allot, issue and deal with up to a maximum of 1,404,530,000 A Shares and 558,983,400 H
Shares, respectively, representing 20% of the number of A Shares and H Shares in issue, respectively on the basis that no further
A Shares and H Shares will be issued by the Company prior to the AGM.
It is
also proposed at the AGM to give a conditional general mandate to the Directors to increase the registered capital of the Company
to reflect the issuance of Shares authorised under the General Mandate, and to make such appropriate and necessary amendments to
the Articles of Association as they think fit to reflect such increase in the registered capital of the Company and to take any
other action and complete any formality required to effect such increase of the registered capital of the Company.
| 3. | GENERAL MANDATE TO ISSUE DEBT FINANCING INSTRUMENTS |
In order
to meet the demand of the operation of the Company, optimize and adjust its debt structure and lower its financing costs, the Company
proposes to issue one or a portfolio of Debt Financing Instruments in one or multiple tranches. In order to seize the market opportunity
and
LETTER FROM THE BOARD
improve the financing flexibility and efficiency,
the Board has resolved to obtain the general mandate to issue the Debt Financing Instruments, which shall be subject to the Shareholders’
approval by way of a special resolution at the AGM.
Particulars of Proposed Issuance
Particulars regarding the Proposed Issuance are as
follows:
| (i) |
|
Issuer: |
|
the Company and/or its wholly-owned or controlled subsidiary, and the specific issuer shall be determined by the Board according to the needs of issuance |
| |
|
|
|
|
| (ii) |
|
Issue size: |
|
the total balance of the Debt Financing Instruments outstanding will be within the permissible size for debt issuance in accordance with the provisions of the applicable laws, and the specific issue size shall be determined by the Board according to the capital needs and the market situations |
| |
|
|
|
|
| (iii) |
|
Term and type: |
|
not more than 15 years for one single-term instrument or a portfolio of instruments with various terms, and the specific term composition and the issue size of instruments with various terms shall be determined by the Board according to the relevant regulations and market situations |
| |
|
|
|
|
| (iv) |
|
Use of proceeds: |
|
the proceeds to be raised from the Proposed Issuance are intended to be used towards meeting the demand of the Company’s operations, adjusting its debt structure, replenishing its working capital and/or funding its capital investments, among others, and the specific use of proceeds shall be determined by the Board according to the capital needs |
| |
|
|
|
|
| (v) |
|
Term of validity of the resolution: |
|
from the date of the passing of the resolution at the AGM to the date of the annual general meeting of the Company for the year 2015 |
If the Board and/or
its authorised person has resolved to issue the Debt Financing Instruments within the term of the above general mandate and the
Company has obtained the approval, permission or registration for the issuance from the relevant regulatory authorities within
the term of the mandate, the Company may complete the issuance within the valid period of such approval, permission or registration.
LETTER FROM THE BOARD
Authorisation to the Board
It is
proposed to the Shareholders at the AGM to authorise the Board, generally and unconditionally, to deal with the following in accordance
with the specific needs of the Company and market conditions:
| (i) | to determine the issuer, type, specific instruments, detailed terms, conditions and other matters
relating to the Proposed Issuance (including, but not limited to, the issue size, principal amount, currency, issue price, interest
rate or mechanism for determining the interest rate, issue place, issue timing, term, whether or not to issue in multiple tranches
and number of tranches, whether or not to set repurchase or redemption terms, credit rating, guarantee, repayment term, use of
proceeds, underwriting arrangements and all other matters relating to the Proposed Issuance); |
| (ii) | to carry out all necessary and ancillary actions and procedures (including, but not limited to,
select and engage intermediary institutions, handle all approval, registration and filing procedures with the relevant regulatory
authorities in connection with the Proposed Issuance on behalf of the Company, execute all necessary documents for the Proposed
Issuance and handle any other matters relating to the issuance, repayment arrangement and trading of the Proposed Issuance); |
| (iii) | to approve, confirm and ratify any action or procedure relating to the Proposed Issuance as mentioned
above already taken by the Company; |
| (iv) | to make adjustments to the specific proposals for the Proposed Issuance in accordance with the
comments from the relevant regulatory authorities or the market conditions within the authority of the Board, in the case of any
change in policies of regulatory bodies in relation to the Proposed Issuance, or any change of market conditions, except where
voting at a general meeting is required by any relevant laws and regulations and the Articles of Association; |
| (v) | to determine and handle all relevant matters relating to the listing of the Debt Financing Instruments
upon the completion of the Proposed Issuance; and |
| (vi) | to approve, execute and despatch any announcements or circulars relating to the Proposed Issuance
and make any related disclosure in accordance with the listing rules of the relevant jurisdictions where the Shares are listed. |
| 4. | PROPOSED PROVISION OF LOAN GUARANTEES |
Reference
is made to the Company’s announcement dated 11 May 2015 in relation to the Proposed Provision of Loan Guarantees.
On 11 May 2015, the
Board resolved to propose to authorize Xiamen Airlines to provide loan guarantees to Hebei Airlines with an aggregate balance up
to RMB3.5 billion within the period from 1 July 2015 to 30 June 2016, authorize the legal representative of Xiamen Airlines (or
his authorized person) to deal with all procedures in relation to the abovementioned guarantees, and request Xiamen Airlines to
submit monthly statements on the aggregate balance of guarantees to the Company and, with reference to the actual operation of
Hebei Airlines, timely adjust its investment plan to mitigate investment risks. The Proposed Provision of Loan Guarantees shall
be subject to the Shareholders’ approval at the AGM in accordance with the requirements of Shanghai Stock Exchange and the
Articles of Association.
| Information on the Guaranteed Party |
| |
|
|
| Name of guaranteed party: |
|
Hebei Airlines |
| |
|
|
| Place of registration: |
|
World Trade Plaza Hotel, No. 303 Zhongshan
East Road, Shijiazhuang |
| |
|
|
| Legal representative: |
|
Mu Jianyong |
| |
|
|
| Registered capital: |
|
RMB2.1 billion |
| |
|
|
| Business scope: |
|
Domestic air passenger and cargo transport services; operation and management of dedicated roads for airport; advertising design, production, agency and publishing; leasing of aviation equipment, tools and devices, and sale of aviation equipment; and import and export goods and technologies |
| |
|
|
| Credit rating: |
|
AA- |
| |
|
|
| Material contingencies affecting solvency of the guaranteed party: |
|
None |
| |
|
|
| Shareholding structure: |
|
Hebei Airlines is owned as to 99.34%
by Xiamen Airlines and 0.66% by Shenyang Zhongrui Investment
Co., Ltd., respectively |
| Relationship of the guaranteed party with the guarantor and the Company: |
|
Xiamen Airlines, a subsidiary
of the Company, is owned as to 51% by the Company, 34% by Xiamen Jianfa Group Co., Ltd. and 15% by Jizhong Energy Company Limited.
Hebei Airlines is a subsidiary of Xiamen Airlines, which owns 99.34% shareholdings of Hebei Airlines |
Financial information:
Unit: RMB million
| Item | |
2014 | | |
As at 31 March 2015 | |
| | |
| | |
| |
| Total assets | |
| 4,129.36 | | |
| 4,250.96 | |
| Total liabilities | |
| 3,111.61 | | |
| 2,925.66 | |
| Total bank loans | |
| 655.62 | | |
| 794.88 | |
| Total current liabilities | |
| 1,662.83 | | |
| 1,188.54 | |
| Net assets | |
| 1,017.75 | | |
| 1,325.30 | |
| Revenue | |
| 1,369.46 | | |
| 347.97 | |
| Net profit | |
| -288.09 | | |
| 7.55 | |
Principal Terms of the Guarantee Agreement
No guarantee
agreement has been entered into by Xiamen Airlines. The above limit of guarantees represents the proposed aggregate amount of authorized
guarantees available for Xiamen Airlines, within which the amount of a given guarantee transaction is subject to the guarantee
contract to be entered into with relevant financial institutions. The Company will fulfill information disclosure obligations in
accordance with the execution progress of guarantee contracts as and when appropriate.
Aggregate Amount of External Guarantees and Overdue
External Guarantees
As at
11 May 2015, the loan balance in respect of the guarantees for training costs of self-sponsored trainee pilots provided by the
Company and Xiamen Airlines is approximately RMB587.74 million and RMB45.434 million, respectively, representing approximately
1.65% and 0.13% of the Company’s audited net assets for latest period, respectively, with aggregate amount of overdue guarantees
of approximately RMB1.275 million and RMB1.377 million, respectively.
| 5. | REVISION OF ANNUAL CAP FOR THE FINANCIAL SERVICES
FRAMEWORK AGREEMENT |
Reference
is made to the announcement of the Company dated 4 May 2015 in relation to the proposed revision of annual cap for the provision
of deposit services and the provision of the loan service under the Financial Services Framework Agreement dated 8 November 2013
entered into between the Company and Southern Airlines Group Finance Company Limited. Further details of the proposed revision
of annual cap as required under the Listing Rules will be included in a separate circular to be despatched on or before 10 June
2015 to the Shareholders.
A notice
convening the AGM to be held at 2:00 p.m. on Tuesday, 30 June 2015 at No. 1 Conference Room, 4th Floor, Pearl Hotel CSN, No. 5
Road, Southern Work District, Baiyun International Airport, Guangzhou, Guangdong Province, the PRC, a form of proxy to be used
at the AGM and a reply slip are despatched by the Company together with this circular and are also published on the websites of
the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.csair.com).
In order
to determine the list of Shareholders who are entitled to attend the AGM, the Company’s register of members will be closed
from Sunday, 31 May 2015 to Tuesday, 30 June 2015, both days inclusive, during which period no transfer of H Shares will be effected.
In order to attend and vote at the AGM, holders of H Shares whose transfers have not been registered shall deposit the transfer
documents together with the relevant share certificates at the registrar of the Company in Hong Kong, Hong Kong Registrars Limited,
at or before 4:30 p.m. on Friday, 29 May 2015, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai,
Hong Kong.
Whether
or not you intend to attend the AGM, you are requested to complete and return (i) the reply slip in accordance with the instructions
printed thereon not later than Wednesday, 10 June 2015 and (ii) the form of proxy enclosed in the notice of AGM in accordance with
the instructions printed thereon not less than 24 hours before the time fixed for holding the AGM or any adjournment thereof (as
the case may be). Completion and return of the proxy form will not preclude you from attending the AGM and voting in person if
you so wish.
| 7. | RECOMMENDATION OF THE BOARD |
The Directors
consider that all the resolutions proposed for consideration and approval by the Shareholders at the AGM are in the interests of
the Group and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolutions
to be proposed at the AGM as set out in the notice of AGM.
| 8. | RESPONSIBILITY STATEMENT |
This circular,
for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with
the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries,
confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all
material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement
herein or this circular misleading.
| |
By Order of the Board |
| |
Si Xian Min |
| |
Chairman |
| NOTICE
OF ANNUAL GENERAL MEETING |
(a joint stock limited company incorporated in the
People’s Republic of China with limited liability)
(Stock Code: 1055)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY
GIVEN that the annual general meeting (the “AGM”) of China Southern Airlines Company Limited (the “
Company”) will be held at No. 1 Conference Room, 4th Floor, Pearl Hotel CSN, No. 5 Road, Southern Work District,
Baiyun International Airport, Guangzhou, Guangdong Province, the PRC on Tuesday, 30 June 2015 at 2:00 p.m. for the purpose of considering,
if thought fit, to approve the following resolutions. Unless otherwise indicated, capitalised terms used herein have the same meanings
as those defined in the circular of the Company dated 15 May 2015 (the “Circular”):
AS ORDINARY RESOLUTIONS
To consider and, if thought fit, approve the following
resolutions as ordinary resolutions:
| 1. | to consider and approve the Report of the Directors of
the Company for the year 2014; |
| 2. | to consider and approve the Report of the Supervisory Committee of the Company for the year 2014; |
| 3. | to consider and approve the audited consolidated financial statements of the Company for the year
2014; |
| 4. | to consider and approve the profit distribution proposal for the year 2014; |
Under the PRC accounting standards,
as at 31 December 2014, the Company realised the net profit of RMB1,378 million (excluding the undistributed revenue of the subsidiaries).
According to the PRC Company Law, after withdrawing 10% of the net profits of the Company as the statutory surplus reserve amounting
to RMB138 million, the remaining distributable profits of the Company amounted to RMB1,240 million. Under the International Financial
Reporting Standards, the Company realised the net profit of RMB1,064 million (excluding the undistributed revenue of the investment
entities), and after withdrawing the statutory surplus reserve amounting to RMB138 million, the distributable profits of the Company
amounted to RMB926 million.
The Board hereby proposed to declare
a cash dividend of RMB393 million, or RMB0.4 per 10 shares (inclusive of applicable tax) based on the 9,817,567,000 issued shares
of the Company. The cash dividend is denominated and declared in RMB and payable in RMB to holders of A shares, and in Hong Kong
dollars to holders of H shares.
| NOTICE
OF ANNUAL GENERAL MEETING |
| 5. | to consider and approve re-appointment of PricewaterhouseCoopers Zhong Tian LLP to provide professional
services to the Company for its domestic financial reporting, U.S. financial reporting and internal control of financial reporting
for the year 2015 and PricewaterhouseCoopers to provide professional services to the Company for its Hong Kong financial reporting
for the year 2015, and the authorize the Board to determine their remuneration; |
| 6. | to consider and approve the supplemental agreement to the financial services framework agreement
entered into between the Company and Southern Airlines Group Finance Company Limited; and |
| 7. | to consider and approve to authorize Xiamen Airlines Company Limited to provide loan guarantees
to Hebei Airlines Company Limited with an aggregate balance up to RMB3.5 billion within the period from 1 July 2015 to 30 June
2016. |
AS SPECIAL RESOLUTIONS
To consider and, if thought fit, approve the following resolutions
as special resolutions:
| (A) | the authorisation of the Board of the Company to allot,
issue and deal with additional shares of the Company be and is hereby approved. |
| (1) | subject to paragraph (3) of this resolution, the exercise
by the Board of the Company during the Relevant Period (as defined in paragraph (4) of this resolution) of all the powers of the
Company to allot, issue and deal with additional A Shares and/or H Shares of the Company (hereinafter referred to as “ Sharesandto
make or grant offers, agreements and options which might”) require the exercise of such powers be and is hereby generally
and unconditionally approved; |
| (2) | this approval shall authorise the Board of the Company
during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after
the end of the Relevant Period; |
| (3) | the amount of additional A Shares and H Shares (as the case may be) allotted, issued and dealt
with or agreed conditionally or unconditionally to be allotted, issued and dealt with either separately or concurrently by the
Board of the Company pursuant to the approval in paragraph (1) of this resolution shall not exceed 20% of each of the Company’s
existing A Shares and H Shares (as the case may be) in issue at the date of passing this resolution; and |
| NOTICE
OF ANNUAL GENERAL MEETING |
| (4) | for the purpose of this resolution: |
“Relevant
Period” means the period from the passing of this resolution until the earlier of:
| (a) | the conclusion of the next annual general meeting of
the Company; |
| (b) | the expiration of the 12 months period following the passing of this resolution; and |
| (c) | the revocation or variation of the authority given to the Board of the Company under this resolution
by a special resolution of the Company’s shareholders in general meetings. |
| (B) | the Board of the Company be and is hereby authorised to increase the registered capital of the
Company to reflect the issue of Shares authorised pursuant to the above paragraph (A) of this resolution, and to make such appropriate
and necessary amendments to the Articles of Association of the Company as they think fit to reflect such increase in the registered
capital of the Company upon the allotment or issuance of shares and to take any other action and complete any formality required
to effect such increase of the registered capital of the Company.” |
| 9. | “THAT the Board be and is hereby authorised, generally and unconditionally, to issue
the debt financing instruments.” |
| |
By Order of the Board of |
| |
CHINA SOUTHERN AIRLINES COMPANY LIMITED |
| |
Xie Bing and Liu Wei |
| |
Joint Company Secretaries |
Guangzhou, the People’s Republic of China
15 May 2015
As at the date
of this notice, the Directors include Si Xian Min, Yuan Xin An and Yang Li Hua as non-executive Directors, Tan Wan Geng, Zhang
Zi Fang and Li Shao Bin as executive Directors; and Wei Jin Cai, Ning Xiang Dong, Liu Chang Le and Tan Jin Song as independent
non-executive Directors.
| NOTICE
OF ANNUAL GENERAL MEETING |
Notes:
| 1. | Persons who are entitled to attend the AGM |
| a. | Holders of the H Shares and A Shares whose names appear
on the register of holders of H Shares and register of holders of A Shares of the Company, respectively, at the close of trading
in the afternoon of Friday, 29 May 2015 (“Eligible Shareholders”) or their representatives are entitled to attend
the AGM after completion of the required registration procedures in accordance with Note 2 “Registration procedures for
attending the AGM”. Holders of A Shares shall receive a notice separately. |
| b. | The directors, supervisors and senior management of the Company. |
| c. | Representatives of the professional advisers hired by the Company and special guests invited by
the Board. |
| 2. | Registration procedures for attending the AGM |
| a. | Eligible Shareholders who intend to attend the AGM either in person or by proxy must deliver to
the Company on or before Wednesday, 10 June 2015, in person or by post at the registration address of the Company, or by fax at
(+86) 20-8665 9040, the reply slip, which is attached to the notice of the AGM as Attachment A. |
| b. | When attending the AGM, individual Eligible Shareholder or his/her proxy shall bring along his/her
identity card. The legal representative of a corporate Eligible Shareholder attending the AGM shall bring along his/her identity
card, together with a notarised copy of the resolution or power of attorney issued by the board of directors or other governing
body of the corporate Eligible Shareholder to appoint such legal representative to attend the meeting. |
| c. | Holders of H Shares who intend to attend the AGM must deliver their instruments of transfer together
with the relevant share certificates to Hong Kong Registrars Limited, the registrar of H Shares, at Shops 1712-1716, 17th Floor,
Hopewell Centre, 183 Queen’s Road East, Hong Kong, at or before 4:30 p.m. on Friday, 29 May 2015. |
| d. | 31 May 2015 to 30 June 2015 (both days inclusive), during which period no transfer of H Shares
will be registered. |
| a. | An Eligible Shareholder has the right to appoint one or more proxies to attend the AGM and vote
on his/her behalf. A proxy does not need to be a Shareholder. A proxy of a shareholder who has appointed more than one proxy may
only vote on a poll. |
| b. | A proxy must be appointed by an Eligible Shareholder or his/her attorney by way of a form of proxy
for the AGM, which is attached to the notice of AGM as Attachment B. If the proxy is appointed by the attorney of an Eligible Shareholder,
the power of attorney or other authorisation document(s) authorizing such attorney to appoint the proxy must be notarised. |
| c. | To be valid, for holders of A Shares, the notarially certified power of attorney, or other document
of authorisation, and the form of proxy must be delivered to the registered address of the Company no later than 24 hours before
the time appointed for the holding of the AGM. To be valid, for holders of H Shares, the notarised power of attorney or other authorisation
document(s), together with the completed form of proxy for the AGM, must be lodged with Hong Kong Registrars Limited within the
same period of time. |
| NOTICE
OF ANNUAL GENERAL MEETING |
| a. | The AGM is expected to last for not more than one day. Eligible Shareholders (or their proxies)
who attend shall bear their own travelling and accommodation expenses. |
| b. | The address of the headquarter of the Company is: |
1st
Floor, No. 278 Ji Chang Road
Guangzhou 510405, Guangdong Province
People’s Republic of China
Telephone No.: (+86) 20-8612 4462
Facsimile No.: (+86)
20-8665 9040
Website: www.csair.com
Contact person: Mao Lixing
| c. | Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the shareholders at a general meeting
must be taken by poll. Therefore, all resolutions proposed at the AGM shall be voted by poll. |
Exhibit 99.3
(a joint stock limited company incorporated in the People’s
Republic of China with limited liability)
(Stock Code: 1055)
Attachment B
| |
The number of H Shares to which
this proxy form relates1 |
|
Form of Proxy for Annual General Meeting
I/We2, _________________________________________________________________________________________,
residing at ______________________________________________________________________________________,
being the registered holder of3 ___________________________________
ordinary shares of the Company, HEREBY, APPOINT4, ________________________________________, residing at _____________________________________
_______________________________________________________________________________________________
as my/our proxy/proxies to attend on
my/our behalf the annual general meeting (the “AGM”) of China Southern Airlines Company Limited (the “Company”)
to be held at the No. 1 Conference Room, 4th Floor, Pearl Hotel CSN, No. 5 Road, Southern Work District, Baiyun International Airport,
Guangzhou, Guangdong Province, the PRC at 2:00 p.m., on Tuesday, 30 June 2015 and to act and vote on my/our behalf at the AGM in
respect of the resolutions listed below, in accordance with my/our instructions below5.
| Ordinary Resolutions |
For5 |
Against5 |
Abstain5 |
| 1. |
To consider and approve the Report of the Directors of the Company for the year 2014. |
|
|
|
| 2. |
To consider and approve the Report of the Supervisory Committee of the Company for the year 2014. |
|
|
|
| 3. |
To consider and approve the audited consolidated financial statements of the Company for the year 2014. |
|
|
|
| 4. |
To consider and approve the profit distribution proposal for the year 2014. |
|
|
|
| 5. |
To consider and approve the re-appointment of PricewaterhouseCoopers Zhong Tian LLP to provide professional services to the Company for its domestic financial reporting, U.S. financial reporting and internal control of financial reporting for the year 2015 and PricewaterhouseCoopers to provide professional services to the Company for its Hong Kong financial reporting for the year 2015, and authorize the Board to determine their remuneration. |
|
|
|
| 6. |
to consider and approve the supplemental agreement to the financial services framework agreement entered into between the Company and Southern Airlines Group Finance Company Limited. |
|
|
|
| 7. |
to consider and approve to authorize Xiamen Airlines Company Limited to provide loan guarantees to Hebei Airlines Company Limited with an aggregate balance up to RMB3.5 billion within the period from 1 July 2015 to 30 June 2016. |
|
|
|
| Special Resolutions |
For5 |
Against5 |
Abstain5 |
| 8. |
To authorise the Board to allot, issue and deal with additional shares of the Company and to authorise the Board to increase the registered capital and make such appropriate and necessary amendments to the Articles of Association of the Company to reflect such increase in the registered capital of the Company upon the allotment or issuance of shares. |
|
|
|
| 9. |
To consider the authorization given to the Board, generally and unconditionally, to issue the debt financing instruments. |
|
|
|
Notes:
| 1. | Please insert the number of shares in the Company registered in your name(s) and to which this
proxy form relates. If no such number is inserted, this form of proxy will be deemed to relate to all the shares in the Company
registered in your name(s). |
| 2. | Please insert the name(s) and address(es) (as shown in the register of members) in block capital(s). |
| 3. | Please insert the number of all the shares in the Company registered in your name(s). |
| 4. | If no person is appointed as proxy, the Chairman of the AGM will be deemed to have been appointed
by you as your proxy. |
| 5. | If you wish to vote for any of the resolutions, please insert a “ü” in the box marked
“FOR” or if you wish to vote against any of the resolutions, please insert a “ü” in the box marked “AGAINST”;
or if you wish to abstain from voting for or against the resolution, please insert a “ü” in the box marked “ABSTAIN”.
If no indication is given, then your proxy/proxies may vote in such manner as he/she/they think(s) fit. Your proxy will also be
entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening
the AGM. The shares abstained will be counted in the calculation of required majority. |
| 6. | This form of proxy must be signed by you or your attorney duly authorised in writing or, in the
case of a company or an organization, either under the common seal or under the hand of any director or attorney duly authorised
in writing. In any event, the execution shall be made in accordance with the articles of association of such company or organization. |
| 7. | To be valid, this proxy form and, if such proxy form is signed by a person under a power of attorney
or authority on behalf of the appointer, a notarised copy of that power of attorney or other authority, must be delivered to Hong
Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong in not less than 24 hours
before the time appointed for the holding of the AGM. |
| 8. | A proxy, on behalf of the shareholder, attending AGM shall bring along the proxy form duly completed
and signed as well as the proof of identification of the proxy, in the case of a company or an organization, the proxy shall also
bring along a notarised copy of the resolution of the board of directors or other governing body of the appointer or a letter of
authorization. |
| 9. | This proxy form shall be completed in form of a set of two copies, one of which shall be lodged
to the Company pursuant to Note 7; and the other copy shall be produced upon the AGM by the proxy of the shareholder pursuant to
Note 8. |
| 10. | Completion and return of the form of proxy will not preclude you from attending and voting in person
at the AGM or any adjourned AGM should you so wish. |
Exhibit 99.4
(a
joint stock limited company incorporated in the People’s Republic of China with limited liability)
(在中華人民共和國註冊成立的股份有限公司)
(Stock
Code 股份代號 : 1055)
NOTIFICATION
LETTER 通知信函
15
May 2015
Dear Non-registered holder
(1),
China Southern Airlines
Company Limited (the “Company”)
— Notice of Publication
of Circular and Notice of Annual General Meeting (“Current Corporate Communications”)
The
English and Chinese versions of the Company’s Current Corporate Communications are available on the Company’s website
at www.csair.com and the HKExnews’s website at www.hkexnews.hk. You may access the Current Corporate Communications
by clicking “Investor Relations” on the home page of our website, then selecting “Performance
Report” or “Other Reports” and viewing them through Adobe® Reader®
or browsing through the HKExnews’s website.
If
you want to receive a printed version of the Current Corporate Communications, please complete the Request Form on the reverse
side and return it to the Company c/o Hong Kong Registrars Limited (the “Hong Kong Share Registrar”)
by using the mailing label at the bottom of the Request Form (no need to affix a stamp if posted in Hong Kong; otherwise, please
affix an appropriate stamp). The address of the Hong Kong Share Registrar is 17M Floor, Hopewell Centre, 183 Queen’s Road
East, Wanchai, Hong Kong. The Request Form may also be downloaded from the Company’s website at www.csair.com or
the HKExnews’s website at www.hkexnews.hk.
Should
you have any queries relating to any of the above matters, please send an email to csair.ecom@computershare.com.hk.
| |
Yours
faithfully,
For
and on behalf of
China
Southern Airlines Company Limited
Si
Xianmin
Chairman |
| Note: | (1)
This letter is addressed to Non-registered holders of the Company only (“Non-registered
holder” means such person or company whose shares are held in The Central
Clearing and Settlement System (CCASS) and who has notified the Company from time to
time through Hong Kong Securities Clearing Company Limited to receive Corporate Communications).
If you have sold or transferred your shares in the Company, please disregard this letter
and the Request Form on the reverse side. |
各位非登記持有人(1):
中國南方航空股份有限公司 (「本公司」)
— 股東通函及股東週年大會通告 (「本次公司通訊文件」) 之發佈通知
本公司的本次公司通訊文件的中、英文版本已上載於本公司網站 (www.csair.com)
及香港交易所披露易網站 (www.hkexnews.hk), 歡迎瀏覽。請在本公司網站主頁按「投資者關係」一項,
再在「業績報告」或「其他報告」下使用Adobe®
Reader® 開啟查閱或在香港交易所披露易網站瀏覽有關文件。
如 閣下欲收取本次公司通訊文件之印刷本,
請填妥在本函背面的申請表格, 並使用隨附之郵寄標籤寄回本公司經香港證券登
記有限公司 (「香港證券登記處」) (如在香港投寄,
毋須貼上郵票; 否則, 請貼上適當的郵票)
。香港證券登記處地址為香港灣仔皇
后大道東183號合和中心17M樓。申請
表格亦可於本公司網站 (www.csair.com) 或香
港交易所披露易網站 (www.hkexnews.hk) 內下載。
如對本函內容有任何疑問,
請電郵至 csair.ecom@computershare.com.hk 。
| |
代表
中國南方航空股份有限公司
董事長
司獻民
謹啟 |
2015年5月15日
| 附註
: |
(1)此函件只向本公司之非登記持有人 (「非登記持有人」指股份存放於中央結算及交收系統的人士或公司,
透過香港中央結算有限公司 不時向本公司發出通知,
希望收到公司通訊文件) 發出。如果
閣下已經出售或轉讓所持有之本公司股份,
則無需理會本函件及所附申 請表格。 |
Non-registered holder’s
information (English Name and Address)
非登記持有人資料 (英文姓名及地址)
Request
Form 申請表格
| To: |
China Southern
Airlines Company Limited (the “Company”) |
致 : |
中國南方航空股份有限公司 (「本公司」) |
| |
(Stock Code: 1055) |
|
(股份代號:
1055) |
| |
c/o Hong Kong Registrars Limited |
|
經香港證券登記有限公司 |
| |
17M Floor, Hopewell Centre,
183 Queen’s Road East |
|
香港灣仔皇后大道東183號 |
| |
Wanchai, Hong Kong |
|
合和中心17M樓 |
I/We would like to receive
the Corporate Communications* of the Company (“Corporate Communications”) in the manner as indicated
below:
本人╱我們希望以下列方式收取 貴公司之公司通訊文件*(「公司通訊文件」):
(Please mark ONLY ONE
(X) of the following boxes)
(請從下列選擇中,
僅在其中一個空格內劃上「X」號)
| ¨ |
to
receive the printed English version of all Corporate Communications ONLY; OR |
| |
僅收取公司通訊文件之英文印刷本;
或 |
| |
|
| ¨ |
to receive
the printed Chinese version of all Corporate Communications ONLY; OR |
| |
僅收取公司通訊文件之中文印刷本;
或 |
| |
|
| ¨ |
to receive
both printed English and Chinese versions of all Corporate Communications. |
| |
同時收取公司通訊文件之英文及中文印刷本。 |
| |
|
|
| Contact
telephone number |
|
Signature(s) |
| 聯絡電話號碼 |
|
簽名 |
| Notes 附註: |
| 1. |
Please complete
all your details clearly. |
| |
請 閣下清楚填妥所有資料。 |
| |
|
| 2. |
This letter is addressed to
the Non-registered holders of the Company only (“Non-registered holder” means such person
or company whose shares are held in The Central Clearing and Settlement System (CCASS) and who has notified the Company from
time to time through Hong Kong Securities Clearing Company Limited to receive Corporate Communications). |
| |
此函件只向本公司之非登記持有人(「非登記持有人」指股份存放於中央結算及交收系統的人士或公司,
透過香港中央結算有限公司不時向本公司發出通知,
希望收到公司通訊) 發出。 |
| |
|
| 3. |
Any form with more than one
box marked(X), with no box marked(X), with no signature or otherwise incorrectly completed will be void. |
| |
如在本表格作出超過一項選擇、或未有作出選擇、或未有簽署、或在其他方面填寫不正確,
則本表格將會作廢。 |
| |
|
| 4. |
The above instruction will apply
to the Corporate Communications to be sent to you until you notify the Company c/o Hong Kong Registrars Limited to the contrary
or unless you have at anytime ceased to have holdings in the Company. |
| |
上述指示適用於發送予
閣下之所有公司通訊, 直至 閣下通知本公司之香港證券登記處香港證券登記有限公司另外之安排或任何時候停止持有本公司的股份。 |
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| 5. |
For the avoidance of doubt,
we do not accept any other instruction given on this Request Form. |
| |
為免存疑,
任何在本申請表格上的額外指示, 本公司將不予處理。 |
| |
|
| * |
Corporate Communications
includes but not limited to (a) the directors’ report, its annual accounts together with a copy of the auditors’ report
and, where applicable, its summary financial report; (b) the interim report and, where applicable, its summary interim
report; (c) a notice of meeting; (d) a listing document; (e) a circular; and (f) a proxy form. |
| |
公司通訊文件包括但不限於
: (a)董事會報告、年度財務報表連同核數師報告及如適用,
財務摘要報告 ; (b)中期報告及如適用 ,
中期摘要報告 ; (c)會議通告; (d)上市文件;
(e)通函; 及(f)委任代表表格。 |
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|
|
|
|
|
| 閣下寄回申請表格時, 請將此郵寄標籤剪貼於信封上。 |
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|
郵寄標籤
MAILING LABEL |
|
|
| 如在本港投寄毋須貼上郵票。 |
|
|
香港證券登記有限公司 |
|
|
| Please cut
the mailing label and stick this on the envelope |
|
|
Hong Kong
Registrars Limited |
|
|
| to return
this Request Form to us. |
|
|
簡便回郵號碼
Freepost No. 37 |
|
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| No
postage stamp necessary if posted in Hong Kong. |
|
|
香港
Hong Kong |
|
|
CSAH-15052015-1(0)
Exhibit 99.5
(a joint stock limited company incorporated in the People’s
Republic of China with limited liability)
(Stock Code: 1055)
Attachment A
Reply Slip
To: China Southern Airlines Company Limited
I/we intend to attend (in person/by proxy) the annual
general meeting of the Company to be held on Thuesday, 30 June 2015.
| Name2 |
|
| Number of ordinary shares registered in my name3 |
|
| Identity card/passport number1, 4 |
|
| Share account number |
|
| Mailing address |
|
| Telephone number |
|
Notes:
| 1. | Please delete the option which is not applicable. |
| 2. | Please insert your full name in both English and Chinese in block capital letters. |
| 3. | Please attach a photocopy of proof of ownership of your shares. |
| 4. | Please attach a photocopy of your identity card/passport. |
| 5. | This reply slip must be signed by the registered shareholder. If the registered shareholder is
a company or an organization, then this reply slip must be sealed with the common seal of such company or organization or under
hand by any directors or agents duly appointed by such company or organization. |
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