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
February 26, 2016
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 o
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 o
No x
(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 February 25, 2016 on the Hong Kong Stock Exchange’s website at:
http://www.hkexnews.hk/listedco/listconews/SEHK/2016/0225/LTN20160225231.pdf,
in relation to acquisition of aircraft;
http://www.hkexnews.hk/listedco/listconews/SEHK/2016/0225/LTN20160225500.pdf,
in relation to the Notification Letter; and
http://www.hkexnews.hk/listedco/listconews/SEHK/2016/0225/LTN20160225513.pdf,
in relation to the Request Form.
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/ Xie Bing
Name: Xie Bing
Title: Company Secretary
Date: February 26, 2016
Exhibit 99.1
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 dealers in securities, bank manager, solicitor, professional
accountant or other professional advisers.
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 agents 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 howsoever 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)
MAJOR TRANSACTION
ACQUISITION OF AIRCRAFT
26 February 2016
CONTENTS
| |
Page |
| DEFINITIONS |
1 |
| |
|
| LETTER FROM THE BOARD |
3 |
| |
|
| APPENDIX I – FINANCIAL INFORMATION OF THE GROUP |
11 |
| |
|
| APPENDIX II – GENERAL INFORMATION |
14 |
DEFINITIONS
In this circular, unless the context requires otherwise, the following expressions have the following
meanings:
| “2012 Aircraft Acquisition Agreement” |
the aircraft acquisition agreement entered into between Boeing and Xiamen Airlines on 3 August 2012, pursuant to which Xiamen Airlines agreed to acquire and Boeing agreed to sell 40 Boeing B737 series aircraft |
| |
|
| “Acquisition” |
collectively, the CSA Transaction and the XA Transaction |
| |
|
| “Aircraft Acquisition Agreements” |
collectively, the Boeing Aircraft Acquisition Agreement and the Xiamen Aircraft Acquisition Agreement |
| |
|
| “Articles of Association” |
the articles of association of the Company |
| |
|
| “available tonne kilometers” or “ATKs” |
the tonnes of capacity available for the transportation of revenue load (passengers and/or cargo) multiplied by the kilometers flown |
| |
|
| “Board” |
the board of Directors |
| |
|
| “Boeing” |
the Boeing Company, the vendor to the Aircraft Acquisition Agreements |
| |
|
| “Boeing Aircraft” |
30 B737NG series aircraft and 50 B737 MAX series aircraft, the subject matter of the Boeing Aircraft Acquisition Agreement |
| |
|
| “Boeing Aircraft Acquisition Agreement” |
the aircraft acquisition agreement entered into between Boeing and the Company on 17 December 2015, pursuant to which the Company agreed to acquire and Boeing agreed to sell the Boeing Aircraft |
| |
|
| “China” or “PRC” |
the People’s Republic of China and, for the purpose of this circular, excludes Hong Kong, Macau and Taiwan |
| |
|
| “Company” |
China Southern Airlines Company Limited, a company incorporated under the laws of the PRC, whose H Shares, A Shares and American depositary shares are listed on the Stock Exchange, the Shanghai Stock Exchange and the New York Stock Exchange, respectively |
| |
|
| “CSA Transaction” |
the acquisition of the Boeing Aircraft under the Boeing Aircraft Acquisition Agreement |
| |
|
| “CSAHC” |
China Southern Air Holding Company, a state-owned enterprise established under the laws of the PRC and the controlling Shareholder of the Company |
DEFINITIONS
| “Director(s)” |
the director(s) of the Company |
| |
|
| “Group” |
the
Company and its subsidiaries (as defined under the Listing Rules) |
|
|
| “Hong Kong” |
The Hong Kong Special Administrative Region of the PRC |
| |
|
| “Latest Practicable Date” |
23 February 2016, 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 |
| |
|
| “RMB” |
Renminbi, the lawful currency of the PRC |
| |
|
| “SFO” |
Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) |
| |
|
| “Share(s)” |
share of RMB1.00 each in the capital of the Company |
| |
|
| “Shareholder(s)” |
the holders of the Shares |
| |
|
| “Stock Exchange” |
The Stock Exchange of Hong Kong Limited |
| |
|
| “Supervisor(s)” |
supervisor(s) of the Company |
| |
|
| “US dollars” or “US$” |
United States dollars, the lawful currency of the United States of America |
| |
|
| “XA Transaction” |
the acquisition of the XA Aircraft under the Xiamen Aircraft Acquisition Agreement |
| |
|
| “XA Aircraft” |
30 B737 MAX series aircraft, the subject matter of the Xiamen Aircraft Acquisition Agreement |
| |
|
| “Xiamen Aircraft Acquisition Agreement” |
the aircraft acquisition agreement entered into between Boeing and Xiamen Airlines on 17 December 2015, pursuant to which Xiamen Airlines agreed to acquire and Boeing agreed to sell the XA Aircraft |
| |
|
| “Xiamen Airlines” or “XA” |
Xiamen Airlines Company Limited, a limited liability company incorporated in the PRC and a subsidiary (as defined in the Listing Rules) owned as to 55% by the Company |
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 |
| Yuan Xin An |
PRC 510405 |
| Yang Li Hua |
|
Executive Directors
Tan Wan Geng (Vice Chairman of the
Board of Directors)
Zhang Zi Fang
Li
Shao Bin
Independent Non-Executive Directors:
Ning Xiang Dong
Liu Chang Le
Tan Jin
Song
Guo Wei
Jiao Shu Ge
Supervisors:
Pan Fu (Chairman of the Supervisory Committee)
Li Jia Shi
Zhang Wei
Yang Yi Hua
Wu De Ming
To the Shareholders
Dear Sir or Madam,
MAJOR TRANSACTION
ACQUISITION OF AIRCRAFT
INTRODUCTION
Reference is made to the announcement of the Company dated 17 December
2015. The purpose of this circular is to provide you with, among other things, further details of the Acquisition.
LETTER FROM THE BOARD
| (I) | BOEING AIRCRAFT ACQUISITION AGREEMENT |
Date
17 December 2015 (after trading hours)
Parties
| (i) | The Company, as the purchaser. The principal business
activity of the Company is that of civil aviation. |
| (ii) | The Boeing Company, a company incorporated in the State
of Delaware of the United States of America, as the vendor. The principal business activity of Boeing is that of aircraft manufacturing.
To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, each of Boeing
and its ultimate beneficial owners is a third party independent of the Company and connected persons (as defined in the Listing
Rules) of the Company, and is not a connected person of the Company. |
Aircraft to be acquired
30 B737NG series aircraft and 50 B737MAX series aircraft
Consideration
According to the information provided by Boeing, the catalogue
price of each Boeing B737NG series aircraft and B737MAX series aircraft is priced about US$81.16 million and US$96.07 million,
respectively. Such catalogue prices include prices for airframe and engine.
The Boeing Aircraft Acquisition Agreement was negotiated
and entered into with customary business and industry practice. The aggregate actual consideration for the Boeing Aircraft, which
is payable in cash, and determined after an arm’s length negotiation between the parties, is significantly lower than the
catalogue price as provided by Boeing because of the substantial price concessions granted by Boeing in relation to the Boeing
Aircraft. The Board (including the independent nonexecutive Directors) is of the view that there is no material impact of the price
concessions obtained in the CSA Transaction on the operating costs of the Group.
In respect of the CSA Transaction, the Boeing Aircraft Acquisition
Agreement contains confidentiality provisions restricting, among other things, disclosure of the consideration of the CSA Transaction.
In addition, consistent with the customary practice of the local aviation industry, the consideration for the acquisition of the
Boeing Aircraft is not customarily disclosed to the public. The Company has on separate occasions sought the consents of Boeing
to the Company’s disclosure of certain information as required under Chapter 14 of the Listing Rules (including the relevant
actual consideration involved) in the relevant announcements and circulars. Nonetheless, Boeing rejected the Company’s request
in this respect, and insisted preservation of the confidentiality carried with such information to the extent possible. Disclosure
of the actual consideration will result in the loss of the significant price concessions and hence a significant negative impact
on the Group’s cost for the CSA Transaction and will therefore not be in the interest of the Company and its Shareholders
as a whole. The Company has made an application to the Stock Exchange for a waiver from strict compliance with the relevant provisions
under the Listing Rules in respect of the disclosure of the actual consideration for the Boeing Aircraft.
LETTER FROM THE BOARD
The Board is of the view that the extent of the price concessions granted to the Company in the CSA Transaction is comparable
with the price concessions that the Group had obtained in the past. The Company also believes that there is no material difference
between the effect of the price concessions obtained in the CSA Transaction and each of the previous purchase on the Group’s
operating costs taken as a whole.
Payment and delivery terms
The aggregate consideration for the CSA Transaction is payable by cash in United States dollars. The consideration will be
partly payable by cash and partly by financing arrangements with banking institutions. The Boeing Aircraft will be delivered
in stages to the Company during the period commencing from 2017 to 2021 and the consideration for each of the relevant Boeing
Aircraft will be paid according to its respective delivery schedule.
Source of funding
The CSA Transaction will be funded partly by internal resources of the Company and partly through commercial loans by commercial
banks. Such commercial banks are not and will not be connected persons (as defined in the Listing Rules) of the Company. As
at the Latest Practicable Date, the Company has not entered into any agreement with any of these commercial banks for financing
the CSA Transaction. The Company will follow the necessary legal procedures and will make the necessary disclosure in accordance
with the Articles of Association and comply with the applicable Listing Rules when the Company enters into any agreement with
any commercial bank for financing the CSA Transaction.
| (II) | XIAMEN AIRCRAFT ACQUISITION AGREEMENT |
Date
17 December 2015 (after trading hours)
Parties
| (i) | Xiamen Airlines, as the purchaser. The principal business
activity of Xiamen Airlines is that of civil aviation. Xiamen Airlines is owned as to 55% by the Company and is a subsidiary of
the Company under the Listing Rules. |
LETTER FROM THE BOARD
Aircraft to be acquired
30 B737MAX series aircraft
Consideration
According to the information provided by Boeing, the catalogue
price of one Boeing B737MAX series aircraft is priced about US$96.07 million. Such catalogue prices include prices for airframe
and engine.
The Xiamen Aircraft Acquisition Agreement was negotiated and
entered into with customary business and industry practice. The aggregate actual consideration for the XA Aircraft, which is payable
in cash, and determined after an arm’s length negotiation between the parties, is significantly lower than the catalogue
price as provided by Boeing because of the substantial price concessions granted by Boeing in relation to the XA Aircraft. The
Board (including the independent non-executive Directors) is of the view that there is no material impact of the price concessions
obtained in the XA Transaction on the operating costs of the Group.
In respect of the XA Transaction, the Xiamen Aircraft Acquisition
Agreement contains confidentiality provisions restricting, among other things, disclosure of the consideration of the XA Transaction.
In addition, consistent with the customary practice of the local aviation industry, the consideration for the acquisition of the
XA Aircraft is not customarily disclosed to the public. The Company has on separate occasions sought the consents of Boeing to
the Company’s disclosure of certain information as required under Chapter 14 of the Listing Rules (including the relevant
actual consideration involved) in the relevant announcements and circulars. Nonetheless, Boeing rejected the Company’s request
in this respect, and insisted preservation of the confidentiality carried with such information to the extent possible. Disclosure
of the actual consideration will result in the loss of the significant price concessions and hence a significant negative impact
on the Group’s cost for the XA Transaction and will therefore not be in the interest of the Company and its Shareholders
as a whole. The Company has made an application to the Stock Exchange for a waiver from strict compliance with the relevant provisions
under the Listing Rules in respect of the disclosure of the actual consideration for the XA Aircraft.
The Board is of the view that the extent of the price concessions
granted to Xiamen Airlines in the XA Transaction is comparable with the price concessions that the Group had obtained in the past.
The Company also believes that there is no material difference between the effect of the price concessions obtained in the XA Transaction
and each of the previous purchase on the Group’s operating costs taken as a whole.
Payment and delivery terms
The aggregate consideration for the XA Transaction is payable
by cash in United States dollars. The consideration will be partly payable by cash and partly by financing arrangements with banking
institutions. The XA Aircraft will be delivered in stages to the Xiamen Airlines during the period commencing from 2018 to 2020
and the consideration for each of the relevant XA Aircraft will be paid according to its respective delivery schedule.
LETTER FROM THE BOARD
Source of funding
The XA
Transaction will be funded partly by internal resources of the Group and partly through commercial loans by commercial banks. Such
commercial banks are not and will not be connected persons (as defined in the Listing Rules) of the Company. As at the Latest Practicable
Date, Xiamen Airlines has not entered into any agreement with any of these commercial banks for financing the XA Transaction. The
Company will follow the necessary legal procedures and will make the necessary disclosure in accordance with the Articles of Association
and comply with the applicable Listing Rules when Xiamen Airlines enters into any agreement with any commercial bank for financing
the XA Transaction.
Other
Pursuant
to the Xiamen Aircraft Acquisition Agreement, Xiamen Airlines has the flexibility to decide if it will acquire the XA Aircraft
itself or assign the acquisition right to other independent third party purchaser, who will then enter into a sales and leases
back arrangement with Xiamen Airlines thereafter.
Further,
pursuant to the Xiamen Aircraft Acquisition Agreement, the parties also agreed that the 9 out of the 40 B737 series aircraft to
be acquired by Xiamen Airlines under the 2012 Aircraft Acquisition Agreement with Boeing be changed to 9 B737 MAX series aircraft
under the same terms as the XA Transaction. Details of the 2012 Aircraft Acquisition Agreement have been disclosed in the major
transaction announcement and circular of the Company issued on 3 August 2012 and 24 September 2014, respectively.
CONDITIONS PRECEDENT
The
Acquisition is subject to the following:
| (i) | the approval of the relevant government authorities in
the PRC; and |
| (ii) | the Shareholders’ approval, |
pursuant to the Listing Rules, the Articles
of Association and the relevant rules and regulations of the Shanghai Stock Exchange.
None
of the Shareholders is required to abstain from voting in respect of the proposed resolution to approve the Acquisition.
REASONS FOR THE ACQUISITION
The Directors (including
the independent non-executive Directors) consider that the Acquisition will facilitate the optimization of the
Company’s fleet structures, thus maximizing the operational efficiency and enhancing the competitiveness of the
Company. The Boeing Aircraft and the XA Aircraft in aggregate will
LETTER FROM THE BOARD
increase the ATKs of the Group by 16%, when compared to
the ATKs of the Group as at 31 December 2014, without taking into account the adjustment to be made by the Company according
to market conditions and age of the aircraft fleet.
The Directors (including
the independent non-executive Directors) consider that the Acquisition is in the ordinary and usual course of business of the Group,
the terms of the Aircraft Acquisition Agreements are fair and reasonable, are on normal commercial terms and in the interests of
the Company and its Shareholders as a whole.
IMPLICATION UNDER THE LISTING RULES
Pursuant to Rule
14.22 of the Listing Rules, the Xiamen Aircraft Acquisition Agreement was aggregated with the Boeing Aircraft Acquisition Agreement
so that the two transactions thereunder were treated as if they were one transaction. The relevant percentage ratio for the CSA
Transaction, aggregated with the XA Transaction, with regards to the consideration test under Rule 14.07 of the Listing Rules is
above 25% and less than 100%. The Acquisition will together constitute a major transaction, therefore is also subject to the reporting,
announcement and Shareholders’ approval requirements under the Listing Rules.
The Acquisition is
also required to be disclosed pursuant to the relevant rules and regulations of the Shanghai Stock Exchange.
To the best of the
knowledge, information and belief of the Directors, after having made all reasonable enquiries, no Shareholder or any of their
respective associates have any material interest in the Aircraft Acquisition Agreements and the Acquisition, thus no Shareholder
is required to abstain from voting if the Company were to convene a general meeting for the approval of the Aircraft Acquisition
Agreements and the Acquisition. As disclosed in the announcement of the Company dated 17 December 2015, the Company has obtained
a written Shareholder approval from CSAHC, the controlling Shareholder holding approximately 51.99% of the total issued shares
of the Company as at the Latest Practicable Date, in lieu of holding a general meeting to approve the Aircraft Acquisition Agreements
and the Acquisition in accordance with Rule 14.44 of the Listing Rules.
FINANCIAL AND TRADING PROSPECTS
In the year of 2016,
as the series of measures introduced by China for maintaining growth is gradually taking effects, the Company will continue to
be benefited from the falling oil prices and the increased demand for international travel from China. However, China’s economy
will continue to come under severe downside pressure, when other uncertainties such as exchange rates and interest rates persist.
Nonetheless, the Directors believe that the Group’s strategies would enable it to continue to develop its business. Such
strategies include continuing to develop the Group’s hub network while ensuring operational safety, enhancing products and
services as well as carrying out reform and development in order to promote product innovation and improve customer experience,
etc. Thus, the Directors view the financial and trading prospectus during the current financial year of the Company ending 31 December
2016 with confidence. In addition, the Directors are of the view that the Acquisition is not expected to have any material impact
on earnings, assets and liabilities of the Company.
LETTER FROM THE BOARD
Operational Safety
The Company will
strengthen operation safety responsibility, so as to further improve the responsibility system and regulation system. The Company
will enhance preventive awareness and measures in respect of aviation safety with well-established emergency plans. Greater efforts
will also be extended to technical training, manual training as well as management and inspection in key segments.
Passenger Services
The Company will
continue to improve on the quality of its international segment, develop and attract more high-end customers of the first class
and business class. The Company will continue to expand its customer sourcing network and strengthen sales effort for transit services,
with an aim in broadening the effect of “Canton Route”. The Company will continuously strengthen cooperation with airlines
within and outside the Skyteam Alliance, so as to increase opportunities for international sales. The Company will take proactive
measures to manage intensified competition in the domestic market by continuously increasing its investment capacity in the key
markets and enhancing its competitive strength. The Company will deepen cooperation with Xiamen Airlines and Sichuan Airlines to
expand synergies. The Company will take our advantages to proactively respond to the challenges of low-cost carriers through implementing
a differentiated competition strategy. Efforts will also be extended to the marketing innovation to keep up with the trend of “Internet
+”. By stepping up the development of value-added products and continuously improving customer experience with our official
website, APP, WeChat account and other customer services on the Internet, the Company will put in every effort to raise the proportion
of direct sales.
Cargo Services and General Aviation
The Company will
increase its effort in the construction of Guangzhou and Shanghai cargo hubs, so as to achieve synergetic and complementary effects
and make full use of the overall network resources. The Company will continue to improve the operation of freighters, optimize
network planning, enhance round-trip sales and cooperation with key accounts and strengthen the sales of bellyhold, so as to seize
opportunities arising from cross-border e-commerce and other markets. The Company is in full gear to develop its general aviation
business by making strenuous efforts to expand land-based business and actively explore businesses such as flight training, repair
services for external parties and custody services.
Customer Experience
Focusing on the core
business, efforts will be made by the Company to improve the overall linkage of the fleets, so as to improve its operation efficiency
and the punctuality of flights. The Company will continue to improve its e-services in ticketing, seating, check-in and other services,
further perfecting travel experience for the passengers. The Company will focus on improving its transit services and make continuous
efforts to improve the transit process, with an aim to offer more convenient transit experience. The Company will spare no efforts
in enhancing our communications with our customers, in-flight entertainment, cabin meal and other key areas, so as to improve our
overall services. Leveraging on our customer care center, the Company will also give priority in dealing with customer complaints,
in an effort to improve its services. The Company will pay special attention to special circumstances and passengers with special
needs, so as to improve our pre-arrangements and enhance our ability in handling contingency matters.
LETTER FROM THE BOARD
RECOMMENDATION AND SHAREHOLDERS’
WRITTEN APPROVAL
This circular is
despatched to Shareholders for information purpose only. No general meeting will be convened for approving the Acquisition. As
at the Latest Practicable Date, CSAHC, the controlling Shareholder holding approximately 51.99% of the total issued shares of the
Company.
Although no general
meeting will be convened, the Board considers that the Acquisition was entered into on normal commercial terms and the terms of
the Acquisition are fair and reasonable and are in the best interests of the Company and the Shareholders as a whole. Accordingly,
if a general meeting were convened for approving the Acquisition, the Board would have recommended the Shareholders to vote in
favour of the Acquisition.
ADDITIONAL INFORMATION
Your attention is
drawn to the financial and general information set out in the appendices to this circular.
By Order of the Board
Tan Wan Geng
Vice Chairman
| APPENDIX I |
FINANCIAL INFORMATION OF THE GROUP |
| 1. | FINANCIAL INFORMATION OF THE GROUP |
Financial information
of the Group for each of the three years ended 31 December 2014, 2013 and 2012 and for the six months ended 30 June 2015 are disclosed
in the following documents which have been published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company
(http://www.csair.com):
| • | interim report of the Company for the six months period
ended 30 June 2015 published on 14 September 2015 (pages 46-72); |
http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0914/LTN20150914307.pdf
| • | annual report of the Company for the year ended 31 December
2014 published on 22 April 2015 (pages 112-200); |
http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0422/LTN201504221086.pdf
| • | annual report of the Company for the year ended 31 December
2013 published on 22 April 2014 (pages 76-185); and |
http://www.hkexnews.hk/listedco/listconews/SEHK/2014/0422/LTN20140422627.pdf
| • | annual report of the Company for the year ended 31 December
2012 published on 24 April 2013 (pages 61-179). |
http://www.hkexnews.hk/listedco/listconews/SEHK/2013/0424/LTN20130424609.pdf
At the close of business
on 31 December 2015, being the latest practicable date for the purpose of this indebtedness statement prior to the printing of
this circular, the total indebtedness of the Group was as follows:
| APPENDIX I |
FINANCIAL INFORMATION OF THE GROUP |
| | |
| RMB (Million) | |
| Bank loans and other loans | |
| | |
| Unsecured loans | |
| 25,371 | |
| Secured loans | |
| 9,515 | |
| | |
| | |
| Total | |
| 34,886 | |
| | |
| | |
| Obligations under finance leases | |
| | |
| Obligations under finance leases without guarantee | |
| 54,059 | |
| Obligations under finance leases with guarantee | |
| 1,765 | |
| | |
| | |
| Total | |
| 55,824 | |
| | |
| | |
| Bonds Payable | |
| 11,000 | |
| | |
| | |
| Contingent liabilities | |
| | |
| Personal bank loans for pilot trainees | |
| 454 | |
At 31 December 2015,
bank and other loans of the Group of approximately RMB9,100 million were secured by certain aircraft with a carrying amount of
RMB15,888 million. Bank and other loans of the Group of approximately RMB415 million were secured by certain land use right with
a carrying amount of RMB116 million. Obligations under finance leases were secured by the relevant leased aircraft with a carrying
amount of RMB74,350 million. In addition, obligations under finance leases of approximately RMB1,765 million were guaranteed by
certain banks.
Save as aforesaid
or as otherwise mentioned herein and apart from intra-group liabilities, the Group did not have any outstanding mortgages, charges,
debentures, loan capital, debt securities, bank loans and overdrafts or other similar indebtedness, finance leases or hire purchase
commitments, liabilities under acceptances or acceptance credits or any guarantees or other material contingent liabilities as
at the close of business on 31 December 2015.
The Directors are
not aware of any material changes in the indebtedness or contingent liabilities of the Group since 31 December 2015.
The Group’s
principal business activity is that of civil aviation. Following the completion of the Acquisition, the Group’s passenger
volume is expected to increase and operating cost per available seat kilometres is expected to decrease. The Boeing Aircraft and
the XA Aircraft in aggregate will increase the ATKs of the Group by 16%, when compared to the ATKs of the Group as at 31 December
2014, without
| APPENDIX I |
FINANCIAL INFORMATION OF THE GROUP |
taking into account the adjustment to be made by the Company according to market conditions and age of the aircraft
fleet. As a result, the Group’s earnings are expected to be better off. The Group therefore considered that the Acquisition
is in the best interest of the Group.
As the Acquisition
will be partly financed through commercial loans from commercial banks and partly financed by internal fund, the Acquisition may
therefore result in an increase in the Company’s debtto-equity ratio, but as the consideration for the Acquisition is payable
by instalments, it is not expected to have any substantial impact on the Company’s cash-flow position or its business operations
and the Acquisition will not add immediate financial burden to the Company. The Acquisition is not expected to result in any material
impact on the earnings, assets and liabilities of the Group.
| 4. | MATERIAL ADVERSE CHANGE |
The Directors were
not aware of any material adverse change in the financial or trading position of the Group since 31 December 2014 (being the date
to which the latest published audited financial statements of the Company were made up).
Taking into account
the present internal resources and the available banking facilities of the Group, and considering the effect of the Acquisition,
the Directors, after due and careful enquiry, are of the opinion that the working capital of the Group is sufficient for at least
12 months from the date of this circular.
| APPENDIX II |
GENERAL
INFORMATION |
| 1. | 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.
| 2. | DISCLOSURE OF INTERESTS OF DIRECTORS AND SUPERVISORS |
As at the Latest
Practicable Date, none of the Directors, chief executive or Supervisors and their respective associates had interests or short
positions in the shares, underlying shares and/or debentures (as the case may be) of the Company or its associated corporations
(within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to
Divisions 7 and 8 of Part XV of SFO (including interests or short positions which were taken or deemed to have under such provisions
of the SFO), or were required to be recorded in the register maintained by the Company pursuant to Section 352 of the SFO or which
were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors
of the Listed Issuers in Appendix 10 of the Listing Rules.
None of the Directors,
chief executive or Supervisors of the Company and their respective associates (as defined in the Listing Rules) has any competing
interests which would be required to be disclosed under Rule 8.10 of the Listing Rules if each of them were a controlling shareholder
of the Company.
| 3. | SUBSTANTIAL SHAREHOLDERS |
As at the Latest Practicable
Date, so far as was known to the Directors, chief executive and Supervisors of the Company, the interests and short positions
of the following persons (other than the Directors, chief executive or Supervisors of the Company) in the Shares and underlying
Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO or who
| APPENDIX II |
GENERAL
INFORMATION |
were, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to
vote in all circumstances at general meeting of any other members of the Group, or had any option in respect of such capital are
set out below:
| | |
| |
| | |
| | |
| | |
| | |
% of the | |
| | |
| |
| | |
| | |
| | |
| | |
total issued | |
| | |
| |
| | |
| | |
% of the | | |
% of the | | |
share capital | |
| Name of | |
| |
Type of | | |
Number of | | |
total issued | | |
total issued | | |
of the | |
| shareholder | |
Capacity | |
Share | | |
Shares held | | |
A Shares | | |
H Shares | | |
Company | |
| CSAHC (Note) | |
Beneficial owner | |
| A Share | | |
| 4,039,228,665 | | |
| 57.52 | % | |
| – | | |
| 41.14 | % |
| | |
| |
| | | |
| (L) | | |
| | | |
| | | |
| | |
| | |
Interest in controlled | |
| H Share | | |
| 1,064,770,000 | | |
| – | | |
| 38.10 | % | |
| 10.85 | % |
| | |
corporation | |
| | | |
| (L) | | |
| | | |
| | | |
| | |
| | |
| |
| Total | | |
| 5,103,998,665 | | |
| – | | |
| – | | |
| 51.99 | % |
| | |
| |
| | | |
| (L) | | |
| | | |
| | | |
| | |
| Nan Lung Holding | |
Beneficial Owner | |
| H Share | | |
| 1,064,770,000 | | |
| – | | |
| 38.10 | % | |
| 10.85 | % |
| Limited (“Nan Lung”) (Note) | |
Interest in controlled
corporation | |
| | | |
| (L) | | |
| | | |
| | | |
| | |
| Note: | CSAHC
was deemed to be interested in an aggregate of 1,064,770,000 H Shares through its direct
and indirect wholly-owned subsidiaries in Hong Kong, of which 31,120,000 H Shares were
directly held by Yazhou Travel Investment Company Limited (representing approximately
1.11% of its then total issued H Shares) and 1,033,650,000 H Shares were directly held
by Nan Lung (representing approximately 36.98% of its then total issued H Shares). As
Yazhou Travel Investment Company Limited is also an indirect wholly-owned subsidiary
of Nan Lung, Nan Lung was also deemed to be interested in the 31,120,000 H Shares held
by Yazhou Travel Investment Company Limited. |
As
at the Latest Practicable Date, Mr. Yuan Xin An and Ms. Yang Li Hua were also senior management of CSAHC.
Save as disclosed above, as at the Latest
Practicable Date, so far as was known to the Directors, chief executive and Supervisors of the Company, no other person (other
than the Directors, chief executive or Supervisors of the Company) had an interest or short position in the Shares or underlying
Shares under the provisions of Divisions 2 and 3 of Part XV of the SFO or who were, directly or indirectly, interested in 10% or
more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meeting of any
other members of the Group.
No member of the Group was engaged in
any litigation or claims of material importance, and no such litigation or claim of material importance was known to the Directors
to be pending or threatened by or against any members of the Group, as at the Latest Practicable Date.
| APPENDIX II |
GENERAL
INFORMATION |
| 5. | DIRECTORS’ AND SUPERVISORS’ INTERESTS |
| (a) | None of the Directors or Supervisors has any direct or
indirect interest in any assets which have been, since 31 December 2014, the date to which the latest published audited financial
statements of the Company were made up, acquired or disposed of by or leased to, or which are proposed to be acquired or disposed
of by, or leased to, any member of the Group. |
| (b) | None of the Directors or Supervisors was materially interested
in any contract or arrangement subsisting as at the Latest Practicable Date and which was significant in relation to the business
of the Group. |
None of the Directors
or Supervisors has any existing or proposed service contract with any member of the Group which is not determinable by the Group
within one year without payment of compensation (other than statutory compensation).
| (a) | The company secretary of the Company is Mr. Xie Bing. |
Mr. Xie Bing, aged 43, graduated from Nanjing University of
Aeronautics and Astronautics, majoring in civil aviation management. He subsequently received a master degree of business administration,
a master degree of business administration (international banking and finance) and an Executive Master of Business Administration
(EMBA) degree from Jinan University, the University of Birmingham, Britain and Tsinghua University, respectively. Mr. Xie is a
senior economist. Mr. Xie worked in the Planning and Development Department, Company Secretary Office of the Company and General
Office of CSAHC. He has been the Company Secretary of the Company since November 2007.
| (b) | The registered address of the Company is at 278 Ji Chang
Road, Guangzhou, PRC and the principal place of business of the Company in Hong Kong is at Unit B1, 9th Floor, United Centre,
95 Queensway, Hong Kong. |
| (c) | The Hong Kong branch share registrar and transfer office
of the Company is Hong Kong Registrars Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong. |
The following contracts
have been entered into by the Group (not being contract entered into in the ordinary course of business) within the two years immediately
preceding the date of this circular:
| (a) | An agreement dated 31 December 2013 supplemental to the
old airport property management framework agreement between the Company and China Southern Airlines Group Property Management
Company Limited (“CSAGPMC”) on 28 December 2012, pursuant to which the parties have agreed to revise the services
fee in relation to provision of property management |
| APPENDIX II |
GENERAL
INFORMATION |
and maintenance services by CSAGPMC for the Company’s several properties
at the old Baiyun Airport and surrounding in Guangzhou from RMB22,250,000 per annum to RMB27,300,000 per annum.
| (b) | An agreement dated 31 December 2013 supplemental to the
new airport property management framework agreement between the Company and CSAGPMC on 11 January 2013, pursuant to which the
parties have agreed to revise the services fee in relation to the provision of property management and maintenance services by
CSAGPMC for the Company’s leased properties at the airport terminal, the base and the 110KV transformer substation at the
new Baiyun International Airport from RMB32,750,000 per annum to RMB42,700,000 per annum. |
| (c) | An import and export agency framework agreement (the
“Import and Export Agency Framework Agreement”) dated 9 January 2014 between the Company and SAIETC, a wholly
owned subsidiary of CSAHC, pursuant to which SAIETC agrees to provide the (1) import and export services of aircraft, aircraft
engines, flight equipment, aircraft simulator, special vehicles for airline use, communication and navigation facilities, ground
facilities, computer software and etc., and the relevant lease services; (2) customs clearance services; (3) customs declaration
and inspection services, and the relevant storage, transportation and insurance agency services; and (4) tendering and agency
services to the Group. The maximum annual aggregate amount of the services fee payable by the Company to SAIETC under the Import
and Export Agency Framework Agreement for each of the three years ending 31 December 2016 shall not exceed RMB160 million. |
| (d) | A property lease agreement (the “Property Lease
Agreement”) dated 9 January 2014 between the Company and CSAHC, pursuant to which CSAHC agreed to lease certain properties,
facilities and other infrastructure located in various cities such as Guangzhou, Shenyang, Dalian, Harbin, Xinjiang, Changchun,
Beijing and Shanghai held by CSAHC or its subsidiaries to the Company for office use related to the civil aviation business development.
The maximum annual aggregate amount of rent payable by the Company to CSAHC under the Property Lease Agreement for each of the
three years ending 31 December 2016 shall not exceed RMB40,114,700. |
| (e) | A land lease agreement (the “Land Lease Agreement”)
dated 9 January 2014 between the Company and CSAHC, pursuant to which CSAHC agreed to lease certain lands located in Xinjiang,
Harbin, Changchun, Dalian and Shenyang by leasing the land use rights of such lands to the Company for the purposes of civil aviation
and related businesses of the Company. The maximum annual aggregate amount of rent payable by the Company to CSAHC under the Land
Lease Agreement for each of the three years ending 31 December 2016 shall not exceed RMB63,582,200. |
| (f) | An aircraft acquisition agreement dated 16 May 2014 between
the Company and Airbus S.A.S, pursuant to which the Company agreed to acquire and Airbus S.A.S agreed to sell 30 Airbus A320 series
aircrafts and 50 A320 NEO series aircrafts. The catalogue price of one Airbus A320 series aircraft is priced differently in the
range of US$85.8 million and US$110.1 million and one A320 NEO series aircraft is priced differently in the range of US$94.4 million
to US$120.5 million. |
| APPENDIX II |
GENERAL
INFORMATION |
| (g) | An aircraft disposal agreement dated 16 May 2014 between
the Company and Airbus S.A.S, pursuant to which the Company agreed to sell and Airbus S.A.S agreed to acquire 6 ERJ145 aircrafts,
certain aircraft spare parts and spare engines. |
| (h) | An equity transfer agreement dated 13 October 2014 between
Xiamen Airlines and Hebei Airlines Investment Group Company Limited, pursuant to which Xiamen Airlines agreed to acquire the 95.50%
equity interest in Hebei Airlines Company Limited for RMB680 million. |
| (i) | The electronic aviation passenger comprehensive insurance
four parties cooperation agreements (the “Cooperation Agreements”) dated 21 November 2014 between Guangdong
CSA E-commerce Co., Ltd. (“E-commerce Company”, a wholly-owned subsidiary of the Company), Southern Airlines
Group Finance Company Limited (the “Finance Company”), Air Union Insurance Brokers (Beijing) Co., Ltd. (“Air
Union”) and each of the four insurance companies, respectively, for a period of three years commencing from 12 June
2014 to 31 May 2017. Pursuant to the Cooperation Agreements, the E-commerce Company agreed to authorise other parties to use the
B2C website, the mobile terminal air tickets sale platform and VOS sale system of the Company for sales of online insurances in
consideration for a fixed service fees for each policy sold through its electronic platform. The Group will charge a fixed service
fee of RMB5 for each insurance policy sold through its electronic platforms. The annual caps in relation to the service fees to
be charged by the Group are RMB14.24 million, RMB30.27 million, RMB42.38 million and RMB24.72 million for the seven months ended
31 December 2014, for the two years ending 31 December 2016 and the five months ending 31 May 2017. |
| (j) | An asset lease agreement (the “Asset Lease Agreement”)
dated 29 December 2014 between the Company and CSAHC, pursuant to which the parties agreed to renew the existing asset lease agreement
dated 25 September 2012. CSAHC agreed to continue to lease the Company certain parcels of land, properties and civil aviation
structures and facilities at existing locations in Guangzhou, Haikou, Wuhan, Hengyang, Jingzhou, Zhanjiang, Changsha and Nanyang
(mainly referred to Jiangying Airport) for a term of three years commencing from 1 January 2015 to 31 December 2017. Under the
Asset Lease Agreement, the annual rent payable by the Company is RMB86,268,700 and the Company shall fund this wholly out of its
internal funds. |
| (k) | A property management framework agreement (the “Property
Management Framework Agreement”) dated 29 December 2014 between the Company and CSAGPMC to renew the appointment of
CSAGPMC for the provision of property management and maintenance services for the Company’s properties at the old Baiyun
Airport and the new Baiyun International Airport and surrounding in Guangzhou, the Company’s leased properties in the airport
terminal at new Baiyun International Airport, the base and the 110KV transformer substation at the new Baiyun International Airport
to ensure the ideal working conditions of the Company’s production and office facilities and physical environment, and the
normal operation of equipment. In addition, CSAGPMC has also been appointed for the provision of the property management and maintenance
services for the power transformation and distribution equipment at Guangzhou cargo terminal, and the provision of the electricity
charge agency services to the Group, which is newly added services to be provided by CSAGPMC to the Group. The Property Management
Framework Agreement is for a fixed term of three years, |
| APPENDIX II |
GENERAL
INFORMATION |
commencing from 1 January 2015 to 31 December 2017, and is renewable by
agreement between both parties thereto. The annual cap for the Property Management Framework Agreement was set at RMB90 million,
RMB92 million and RMB96 million for each of the three years ending 31 December 2017, respectively.
| (l) | A supplemental agreement dated 29 December 2014 to the
media service framework agreement between the Company and Southern Airlines Culture and Media Co., Ltd. (“SACM”)
to revise the annual cap for services provided by the SACM and its subsidiaries for the period from 1 January 2015 to 31 December
2015 from RMB113 million to RMB118.5 million. |
| (m) | A supplemental agreement dated 4 May 2015 to the financial
services agreement (the “Financial Services Agreement”) dated 8 November 2013 between the Company and the Finance
Company to revise each of the cap in relation to the provision of deposit services and provision of the loan services for the
period from the effective date of the Supplemental Agreement to 31 December 2016 from RMB6 billion to RMB8 billion. |
| (n) | A supplemental agreement dated 4 May 2015 to the financial
services framework agreement pursuant to which the parties have agreed to revise the cap for the period from the effective date
of the Supplemental Agreement to 31 December 2016 from RMB6 billion to RMB8 billion. |
| (o) | A share transfer agreement (the “Share Transfer
Agreement”) dated 14 July 2015 between the Company and Xiamen Jianfa Group Co., Ltd. (“Xiamen Jianfa”),
pursuant to which the Company agreed to purchase and Xiamen Jianfa agreed to sell 4% equity interests in Xiamen Airlines Company
Limited at the consideration of RMB586,666,667. |
| (p) | An agreement dated 13 August 2015 supplemental to the
Property Lease Agreement pursuant to which the parties have agreed that the maximum annual aggregate amount of rent payable by
the Company to CSAHC under the Property Lease Agreement for the two years ending 31 December 2016 shall be slightly adjusted to
not more than RMB40,270,700 (original cap of RMB40,114,700) and RMB40,348,700 (original cap of RMB40,114,700), respectively. |
| (q) | An insurance business platform cooperation framework
agreement (the “Cooperation Framework Agreement”) dated 19 November 2015 between the Company and the Finance
Company on the sale of aviation insurance for two years from 1 January 2015 to 31 December 2016. Pursuant to the insurance business
platform cooperation arrangements under the Cooperation Framework Agreement, the Company as the platform service provider, agreed
to cooperate with the Finance Company, and authorise the Finance Company to use the various platforms of the Group including online
channels and ground service counter channels as the sales platforms for sale of various insurances relating to aviation transportation
including baggage insurance and aviation passenger accident insurance. The annual cap for the Cooperation Framework Agreement
was set at RMB40 million and RMB60 million for each of the two years ending 31 December 2016, respectively. |
| APPENDIX II |
GENERAL
INFORMATION |
| (r) | A supplemental agreement dated 8 December 2015 to the
Share Transfer Agreement, pursuant to which the parties agreed to adjust the consideration from RMB586,666,667 to RMB626,666,667
so as to reflect the profit attribution arrangement. |
| (s) | Aircraft Acquisition Agreements. |
| 9. | DOCUMENTS AVAILABLE FOR INSPECTION |
Copies of the following
documents are available for inspection during normal business hours at the principal place of business of the Company in Hong Kong
at Unit B1, 9th Floor, United Centre, 95 Queensway, Hong Kong up to and including 15 March 2016:
| (a) | Articles of Association; |
| (b) | the material contracts referred to in the paragraph headed
“Material Contracts” in this Appendix; |
| (c) | the 2015 Interim Report, 2014 and 2013 Annual Reports. |
The Company has applied
a waiver for the Acquisition from strict compliance with Rule 14.58(4), Rule 14.66(10) and Appendix 1B paragraph 43(2)(b) to the
Listing Rules from the Stock Exchange, so that only the redacted version of Aircraft Acquisition Agreement 1, Aircraft Acquisition
Agreement 2 and Airbus Aircraft Acquisition Agreement will be available for inspection by the public. Information in relation
to the actual consideration will not be disclosed in the aforesaid aircraft acquisition agreements.
Exhibit 99.2
(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
26
February 2016
Dear Non-registered holder
(1),
China Southern Airlines
Company Limited (the “Company”)
— Notice of Publication
of Circular (“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
Tan
Wan Geng
Vice
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」)
— 通函 (「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
副董事長
譚萬庚
謹啟 |
2016年2月26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。 |
Exhibit 99.3
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。 |
| |
|
| 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。 |
| |
|
|
|
|
|
| 閣下寄回申請表格時, 請將此郵寄標籤剪貼於信封上。 |
|
|
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 |
|
|
| No
postage stamp necessary if posted in Hong Kong. |
|
|
香港
Hong Kong |
|
|
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