China Southern Airlines Co Ltd 6-K, filed May 15, 2020
China Southern Airlines Co Ltd (CHKIF)
About this 6-K
China Southern Airlines Co Ltd filed this 6-K on May 15, 2020.
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 14, 2020
CHINA SOUTHERN AIRLINES COMPANY LIMITED
68 Qi Xin Road
Guangzhou, 510403
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 ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
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 ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
China Southern Airlines Company Limited (the “Company”) published the following announcements on May 14, 2020 on the Hong Kong Stock Exchange’s website at:
https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0514/2020051401341.pdf, in relation to the proposed authorization by general meeting to Xiamen Airlines Company Limited on the provision of guarantees to its four controlled subsidiaries;
https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0514/2020051401363.pdf, in relation to the proposed authorization by general meeting to the Company and controlled subsidiaries on the provision of guarantees to wholly-owned subsidiaries;
https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0514/2020051401476.pdf, in relation to the proposed issuance of A share convertible bonds and possible subscription for A share convertible bonds by connected person;
https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0514/2020051401543.pdf, in relation to the notice of 2020 first class meeting for holders of H shares;
https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0514/2020051401549.pdf, in relation to the notice of annual general meeting;
https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0514/2020051401559.pdf, in relation to the reply slip for 2020 first class meeting for holders of H shares;
https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0514/2020051401565.pdf, in relation to the form of proxy for 2020 first class meeting for holders of H shares;
https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0514/2020051401579.pdf, in relation to the form of proxy for annual general meeting;
https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0514/2020051401589.pdf, in relation to the notification letter; and
https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0514/2020051401595.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/ Xie Bing | |
| Name: Xie Bing | ||
| Title: Company Secretary | ||
Date: May 14, 2020
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.
OVERSEAS REGULATORY ANNOUNCEMENT
This announcement is published pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”).
As China Southern Airlines Company Limited has published the “Announcement of China Southern Airlines Company Limited on the Proposed Authorization by General Meeting to Xiamen Airlines Company Limited on the Provision of Guarantees to its Four Controlled Subsidiaries”, the full text of the announcement is set out below for information purpose. The mentioned transaction is required to be disclosed under the Rules Governing the Listing of Stocks on Shanghai Stock Exchange, and does not constitute any notifiable transaction or connected transaction as defined under the Hong Kong Listing Rules.
| By order of the Board China Southern Airlines Company Limited Xie Bing Company Secretary |
Guangzhou, the People’s Republic of China
14 May 2020
As at the date of this announcement, the Directors include Wang Chang Shun, Ma Xu Lun and Han Wen Sheng as executive Directors; and Zheng Fan, Gu Hui Zhong, Tan Jin Song and Jiao Shu Ge as independent non-executive Directors.
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Stock short name: China South Air Stock Code: 600029 Notice No.: Lin 2020-025
ANNOUNCEMENT OF
CHINA SOUTHERN AIRLINES COMPANY LIMITED ON THE PROPOSED
AUTHORIZATION BY GENERAL MEETING TO XIAMEN AIRLINES COMPANY
LIMITED ON THE PROVISION OF GUARANTEES TO ITS FOUR CONTROLLED
SUBSIDIARIES
The board (the “Board”) of directors (the “Directors”) of the Company and all of its members confirm that the contents of this announcement do not contain misrepresentations, misleading statements or material omission, and jointly and severally accept full responsibilities for the truthfulness, accuracy and completeness of the information contained in this announcement.
Important notice:
●Information on the authorization on provision of guarantees: it is proposed to authorize Xiamen Airlines Company Limited (hereinafter referred to as “Xiamen Airlines”) to provide guarantees to Hebei Airlines Company Limited (hereinafter referred to as “Hebei Airlines”), Jiangxi Airlines Company Limited (hereinafter referred to as “Jiangxi Airlines”), Xiamen Airlines Finance (Hong Kong) Company Limited (hereinafter referred to as “Xiamen Airlines Finance”) and Xiamen Airlines Finance Lease Company Limited (hereinafter referred to as “Xiamen Airlines Lease”) with an aggregate balance up to RMB4,000 million, RMB2,200 million, RMB600 million and RMB7,200 million or equivalent in foreign currency during the period from 1 July 2020 to 30 June 2021, respectively;
●Xiamen Airlines shall provide guarantee to Jiangxi Airlines on the premise that Jiangxi Aviation Investment Co., Ltd. (hereinafter referred to as “Jiangxi Aviation Investment”), the other shareholder of Jiangxi Airlines, shall provide, in proportion to its contribution, corresponding counter guarantee to Xiamen Airlines;
●As at the date of this announcement, the balance of guarantees provided by Xiamen Airlines to Hebei Airlines, Jiangxi Airlines, Xiamen Airlines Finance and Xiamen Airlines Lease are approximately RMB2,233 million, RMB1,237 million, RMB0 and RMB0, respectively;
●In accordance with the relevant requirements of the Articles of Association of China Southern Airlines Company Limited (the “Company”), the authorization on the provisions of guarantees is subject to consideration at the general meeting of the Company.
I. OVERVIEW OF THE GUARANTEES
In accordance with the Articles of Association of Company, the Company’s eighth session of the Board held an interim meeting by way of correspondence on 14 May 2020, in which, considered and approved unanimously that during the period from 1 July 2020 to 30 June 2021, Xiamen Airlines:
1. to provide guarantees to Hebei Airlines with an aggregate balance up to RMB4,000 million or equivalent in foreign currency;
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2. on the premise that Jiangxi Aviation Investment, the other shareholder of Jiangxi Airlines, shall provide, in proportion to its contribution, corresponding counter guarantee to Xiamen Airlines, to provide guarantees to Jiangxi Airlines with an aggregate balance up to RMB2,200 million or equivalent in foreign currency;
3. to provide guarantees to Xiamen Airlines Finance with an aggregate balance up to RMB600 million or equivalent in foreign currency;
4. to provide guarantees to Xiamen Airlines Lease with an aggregate balance up to RMB7,200 million or equivalent in foreign currency.
Meanwhile, the aforementioned guarantees shall be submitted to the upcoming general meeting of the Company for consideration and to authorize the legal representative of Xiamen Airlines or his authorized person to sign the corresponding documents as to guarantee upon the approval from the general meeting.
The number of Directors supposed to be present at the interim meeting was 7, of which 7 attended in person. The Directors approved the above resolutions unanimously after consideration. The manner and procedures for considering the relevant resolutions were in compliance with the provisions of the Company Law, Securities Law and the Articles of Association of the Company.
II. BASIC INFORMATION OF THE GUARANTEED PARTY
(I) Basic information of the guaranteed party
1. Name of the guaranteed party: Hebei Airlines Company Limited
Place of registration: World Trade Plaza Hotel, No. 303 Zhongshan East Road, Shijiazhuang
Legal representative: Jiang Weidong
Registered capital: RMB2.6 billion
Business scope: Domestic (including Hong Kong, Macau and Taiwan) air passenger and cargo transport services; international (to the neighboring countries) 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 (except for the operation prohibited or restricted by the laws, regulations and the decisions of The State Council); and import and export goods and technologies (except for the prohibition and those need to approved in the country); insurance broker and agency services; food and beverages services; retail of prepackaged foods, daily necessities, artware and souvenir. (Projects that are subject to approval according to the laws may only be carried out after approval by the relevant department).
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Material contingencies affecting solvency of the guaranteed party: None
As at the date of this announcement, the guaranteed party was rated AA+ for the credit rating by Industrial and Commercial Bank of China.
Shareholding structure: Hebei Airlines is owned as to 100% by Xiamen Airlines.
Financial information for the latest one year and one period:
| Unit: RMB million | ||||||||
| Item |
As at 31 December 2019 | |
As at 31 March 2020 (unaudited |
) | ||||
| Total assets |
3,759.23 | 3,595.10 | ||||||
| Total liabilities |
1,781.39 | 1,810.13 | ||||||
| Total bank loans |
0 | 58.05 | ||||||
| Total current liabilities |
1,003.50 | 1,069.64 | ||||||
| Net assets |
1,977.84 | 1,784.97 | ||||||
| January-December 2019 | |
January-March 2020 (unaudited |
) | |||||
| Revenue |
3,193.47 | 471.72 | ||||||
| Net profit |
18.63 | -192.86 | ||||||
2. Name of the guaranteed party: Jiangxi Airlines Company Limited
Place of registration: Changbei International Airport, Xinjian District, Nanchang, Jiangxi Province
Legal representative: Zhang Zhi Zhong
Registered capital: RMB2 billion
Business Scope: Domestic (including Hong Kong, Macau and Taiwan) air passenger and cargo transport services; international (to the neighboring countries) air passenger and cargo transport services; maintenance of aircraft/airframes, power units, aircraft components other than the entire engine/propeller, aircraft/engine non-destructive testing, aviation material supply chain management, self-operation and as agent for import and export of various commodities and technologies (except for the import and export of commodities and technologies to be carried out by companies being prohibited or restricted by the state); other retail businesses not listed (excluding those subject to permit and approval); all types of domestic advertising design, production, distribution, and agency. (Projects that are subject to approval according to the laws may only be carried out after approval by the relevant department).
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Material contingencies affecting solvency of the guaranteed party: None
As at the date of this announcement, the guaranteed party was rated BBB+ for the credit rating by Bank of China.
Shareholding structure: Jiangxi Airlines is owned as to 60% by Xiamen Airlines and 40% by Jiangxi Aviation Investment, respectively.
Financial information for the latest one year and one period:
| Unit: RMB million | ||||||||
| Item |
As at 31 December 2019 | |
As at 31 March 2020 (unaudited |
) | ||||
| Total assets |
2,607.86 | 2,455.09 | ||||||
| Total liabilities |
874.78 | 765.71 | ||||||
| Total bank loans |
0 | 0 | ||||||
| Total current liabilities |
489.20 | 403.96 | ||||||
| Net assets |
1,733.08 | 1,689.38 | ||||||
| January-December 2019 | |
January-March 2020 (unaudited |
) | |||||
| Revenue |
1,265.38 | 204.76 | ||||||
| Net profit |
2.97 | -44.97 | ||||||
3. Name of the guaranteed party: Xiamen Airlines Finance (Hong Kong) Company Limited
Place of registration: FLAT/RM A BLK 9 12/F ISLAND HARBOURVIEW 11
HAIFAN RD TAI KOK TSUI KL，HONGKONG
Legal representative: Zeng Yi Wei
Registered capital: HKD30 million
Business scope: Import and export trade, procurement of aircraft, procurement of engines, procurement of aviation materials, procurement of jet fuel, aircraft leasing, aviation consulting services and other services.
Material contingencies affecting solvency of the guaranteed party: None
Shareholding structure: Xiamen Airlines Finance is owned as to 100% by Xiamen Airlines.
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Financial information for the latest one year and one period:
| Unit: RMB million | ||||||||
| Item |
As at 31 December 2019 | |
As at 31 March 2020 (unaudited |
) | ||||
| Total assets |
27.37 | 27.84 | ||||||
| Total liabilities |
0.01 | 0.01 | ||||||
| Total bank loans |
0 | 0 | ||||||
| Total current liabilities |
0.01 | 0.01 | ||||||
| Net assets |
27.35 | 27.83 | ||||||
| January-December 2019 | |
January-March 2020 (unaudited |
) | |||||
| Revenue |
0.75 | 0.05 | ||||||
| Net profit |
0.45 | -0.08 | ||||||
4. Name of the guaranteed party: Xiamen Airlines Finance Lease Company Limited
Place of registration: Unit H, 431, 4th Floor, Building C, Xiamen International Shipping Center, No. 93 Xiangyu Roard, Xiamen Area of China (Fujian) Polit Free Trade Zone
Legal representative: Zeng Yi Wei
Registered capital: RMB1 billion
Business scope: Finance leasing business, leasing business, purchase of leased property from domestic and overseas, dealing with residual value and maintenance of leased property, leasing transaction consultation and guarantee, other finance leasing business approved by the approval departments; concurrently engaging in commercial factoring related to main business; other unspecified professional consultation services (excluding items requiring approval); import and export of various types of commodities and technologies (not attached to the import and export commodity catalogue), except for commodities and technologies that are restricted or prohibited by the State to operate or import or export by the company; society economic consultation (excluding financial business consultation); other unspecified service industries (excluding items requiring approval).
Material contingencies affecting solvency of the guaranteed party: None
Shareholding structure: Xiamen Airlines Lease is owned as to 75% by Xiamen Airlines and 25% by Xiamen Airlines Finance, respectively.
Xiamen Airlines Lease was established in May 2020, therefore there is no financial information can be provided.
(II) Relationship between the Guaranteed Parties and the Company
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Xiamen Airlines, a controlled subsidiary of the Company, is owned as to 55% by the Company, 34% by Xiamen Jianfa Group Co., Ltd. and 11% by Fujian Investment and Development Group Company Limited. Hebei Airlines is a wholly-owned subsidiary of Xiamen Airlines. Jiangxi Airlines is a controlled subsidiary of Xiamen Airlines, which owns 60% shareholdings of Jiangxi Airlines. Xiamen Airlines Finance is a wholly-owned subsidiary of Xiamen Airlines. Xiamen Airlines Lease is a wholly-owned subsidiary of Xiamen Airlines, which owns 75% shareholdings of Xiamen Airlines Lease and the remaining 25% shareholdings is owned by Xiamen Airlines Finance.
III. MAIN CONTENTS OF AUTHORIZATION ON THE PROVISION OF GUARANTEES
(I) Provision of Guarantees by Xiamen Airlines for Hebei Airlines
1. Guarantee Method : joint liability guarantee
2. Guarantee Amounts: aggregate balance up to RMB4,000 million or equivalent in foreign currency during the period from 1 July 2020 to 30 June 2021.
3. Coverage: the principal amount, interest, liquidated damages, damage awards and costs for realization of creditor’s right involved in the financing contract and aircraft leasing contract of Hebei Airlines.
4. Period of Guarantee: agreed based on the period of principal debt.
(II) Provision of Guarantees by Xiamen Airlines for Jiangxi Airlines
1. Guarantee Method : joint liability guarantee
2. Guarantee Amounts: aggregate balance up to RMB2,200 million or equivalent in foreign currency during the period from 1 July 2020 to 30 June 2021.
3. Coverage: the principal amount, interest, liquidated damages, damage awards and costs for realization of creditor’s right involved in the financing contract and aircraft leasing contract of Jiangxi Airlines.
4. Period of Guarantee: agreed based on the period of principal debt.
(III) Provision of Guarantees by Xiamen Airlines for Xiamen Airlines Finance
1. Guarantee Method : joint liability guarantee
2. Guarantee Amounts: aggregate balance up to RMB600 million or equivalent in foreign currency during the period from 1 July 2020 to 30 June 2021.
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3. Coverage: the principal amount, interest, liquidated damages, damage awards and costs for realization of creditor’s right involved in the financing contract of Xiamen Airlines Finance.
4. Period of Guarantee: agreed based on the period of principal debt.
(IV) Provision of Guarantees by Xiamen Airlines for Xiamen Airlines Lease
1. Guarantee Method : joint liability guarantee
2. Guarantee Amounts: aggregate balance up to RMB7,200 million or equivalent in foreign currency during the period from 1 July 2020 to 30 June 2021.
3. Coverage: the principal amount, interest, liquidated damages, damage awards and costs for realization of creditor’s right involved in the financing contract and aircraft leasing contract of Xiamen Airlines Lease.
4. Period of Guarantee: agreed based on the period of principal debt.
As at the date of this announcement, Xiamen Airlines shall not exceed the scope of authorization to enter into any relevant guarantee agreement with any third-party entity. The foregoing approved guarantee limit shall be only the guarantee limit available to be provided by Xiamen Airlines as authorized. As to the specific guarantee amount within the foregoing guarantee limit, the guarantee contract entered into with relevant financial institutions shall prevail. The Company will perform its information disclosure obligations according to the actual signing of guarantee contract.
IV. OPINIONS OF THE BOARD
The important decisions and daily operations of Hebei Airlines, Jiangxi Airlines, Xiamen Airlines Finance and Xiamen Airlines Lease (as the controlled subsidiaries of Xiamen Airlines), are under the absolute control of Xiamen Airlines, and hence the significant risks are foreseeable and under effective management. Xiamen Airlines has developed strict fund raising standards for strictly monitoring the fund raising of Hebei Airlines, Jiangxi Airlines , Xiamen Airlines Finance and Xiamen Airlines Lease. The Board is of the opinion that Hebei Airlines, Jiangxi Airlines, Xiamen Airlines Finance and Xiamen Airlines Lease have adequate solvency under centralized operation and management by Xiamen Airlines. Xiamen Airlines provides guarantees to Hebei Airlines, Jiangxi Airlines, Xiamen Airlines Finance and Xiamen Airlines Lease by taking full considerations of their actual needs for production, operation and development. This would help to expand their financing channels, reduce their financing costs and meet the overall needs for the development of the Company and Xiamen Airlines. The Board approved to propose to the general meeting for considering and approving the aforesaid provision of guarantees.
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Independent Directors of the Company express their independent opinions on the aforesaid provision of guarantees as follows: 1. approved Xiamen Airlines to provide to Hebei Airlines, Jiangxi Airlines , Xiamen Airlines Finance and Xiamen Airlines Lease, a respective guarantee with an accumulative balance of not more than RMB4,000 million, RMB2,200 million, RMB600 million and RMB7,200 million or equivalent in foreign currency by taking full considerations of the actual needs for production, operation and development of the abovementioned companies. This would help to expand their financing channels, reduce their financing costs; the provision of guarantees meets the overall needs for the development of the Company and Xiamen Airlines and is also in the interests of the Company and all shareholders; 2. the guaranteed parties Hebei Airlines, Jiangxi Airlines, Xiamen Airlines Finance and Xiamen Airlines Lease are controlled subsidiaries of Xiamen Airlines. And the guarantee to Jiangxi Airlines is based on the premise that Jiangxi Aviation Investment, the other shareholder of Jiangxi Airlines, shall provide, in proportion to its contribution, corresponding counter guarantee to Xiamen Airlines. Therefore, Xiamen Airlines can effectively control and prevent the guarantee risks, and no damage would be caused to the interests of the Company and all shareholders; 3. the decision-making procedures of the Board in respect of the abovementioned guarantees are in compliance with the requirements of the listing rules of the listing place and the Articles of Association of the Company, and are legitimate and effective.
V. STATUS OF THE ACCUMULATED EXTERNAL GUARANTEES
As at the date of this announcement, the Company and Xiamen Airlines provided loan guarantees to self-sponsored trainee pilots with respect to their training fees. The outstanding loan guaranteed was approximately RMB253.5791 million, representing approximately 0.40% of the Company’s audited net assets for the latest period and the amount in respect of the joint-liability guarantees is approximately RMB20.8840 million. The balance of guarantees provided by the Company and controlled subsidiaries to 43 special purpose vehicles in operation was US$4,797 million, and no overdue guarantees up to date. The balance of external guarantee provided by Xiamen Airlines for its controlled subsidiaries was RMB3,470 million. The total guarantee amount provided by the Company and controlled subsidiaries for their controlled subsidiaries was approximately RMB37,049 million, representing approximately 58.01% of the Company’s audited net assets for the latest period (all of the above figures in relation to the guarantees are unaudited).
Board of Directors of
China Southern Airlines Company Limited
14 May 2020
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Exhibit 99.2
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.
OVERSEAS REGULATORY ANNOUNCEMENT
This announcement is published pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”).
As China Southern Airlines Company Limited has published the “Announcement of China Southern Airlines Company Limited on the Proposed Authorization by General Meeting to the Company and Controlled Subsidiaries on the Provision of Guarantee to Wholly-owned Subsidiaries”, the full text of the announcement is set out below for information purpose. The mentioned transaction is required to be disclosed under the Rules Governing the Listing of Stocks on Shanghai Stock Exchange, and does not constitute any notifiable transaction or connected transaction as defined under the Hong Kong Listing Rules.
| By order of the Board |
| China Southern Airlines Company Limited |
| Xie Bing |
| Company Secretary |
Guangzhou, the People’s Republic of China
14 May 2020
As at the date of this announcement, the Directors include Wang Chang Shun, Ma Xu Lun and Han Wen Sheng as executive Directors; and Zheng Fan, Gu Hui Zhong, Tan Jin Song and Jiao Shu Ge as independent non-executive Directors.
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| Stock short name: China South Air | Stock Code: 600029 | Notice No.: Lin 2020-026 |
ANNOUNCEMENT OF
CHINA SOUTHERN AIRLINES COMPANY LIMITED ON THE PROPOSED
AUTHORIZATION BY GENERAL MEETING TO THE
COMPANY AND CONTROLLED SUBSIDIARIES ON THE PROVISION OF
GUARANTEES TO WHOLLY-OWNED SUBSIDIARIES
The board (the “Board”) of directors (the “Directors”) of the Company and all of its members confirm that the contents of this announcement do not contain misrepresentations, misleading statements or material omission, and jointly and severally accept full responsibilities for the truthfulness, accuracy and completeness of the information contained in this announcement.
Important notice:
• Information on the authorization on provision of guarantees:
| Guaranteed party |
Guaranteed amount |
Is there any counter- guarantee |
Guarantor | |||
| Southern Airlines No. 15 Lease (Tianjin) Company Limited | The additional maximum amount of US$269 million, equivalent to approximately RMB1,883 million (calculated based on exchange rate of US$1 against RMB7, same for the below) | No | China Southern Airlines Company Limited (hereinafter referred to as the “Company”) | |||
| 17 companies, including “Xiamen Airlines No. 1 (Xiamen) Aircraft Lease Company Limited” to “Xiamen Airlines No. 17 (Xiamen) Aircraft Lease Company Limited” | The additional maximum amount of US$25 million, equivalent to approximately RMB175 million. | No | Xiamen Airlines Company Limited, a controlled subsidiary of the Company (hereinafter referred to as “Xiamen Airlines”) | |||
| Chongqing Airlines No. 2 (Chongqing) Aircraft Lease Company Limited | The maximum amount of US$40.8 million, equivalent to approximately RMB285.6 million | No | Chongqing Airlines Company Limited, a controlled subsidiary of the Company (hereinafter referred to as “Chongqing Airlines”) | |||
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● As of the date of this announcement, the balance of external guarantees for Special Purpose Vehicle (hereinafter referred to as “SPV”) provided by the Company and controlled subsidiaries, Chongqing Airlines and Xiamen Airlines, were approximately US$4,188 million (equivalent to approximately RMB29,316 million), US$249 million (equivalent to approximately RMB1,743 million) and US$360 million (equivalent to approximately RMB2,520 million) (unaudited), respectively;
● In accordance with the relevant requirements of the Articles of Association of the Company, this authorization on the provision of guarantees shall be submitted to the general meeting of the Company for approval.
I. OVERVIEW OF THIS GUARANTEES
Pursuant to the requirements of Articles of Association, on 14 May 2020, the Company’s eighth session of the Board held an interim meeting by way of correspondence, and considered and approved the Company and its controlled subsidiaries, Xiamen Airlines and Chongqing Airlines to provide guarantee to their wholly-owned SPVs, of which the additional total guarantee to be provided by the Company for Southern Airlines No. 15 Lease (Tianjin) Company Limited will not exceeding US$269 million; the additional total guarantee to be provided by Xiamen Airlines for its 17 SPVs will not exceeding US$25 million, and it is agreed that Xiamen Airlines can allocate and adjust specific guarantee amounts for their respective SPV according to the actual number of aircraft under operation and the lease term; the total guarantee to be provided by Chongqing Airlines for Chongqing Airlines No. 2 (Chongqing) Aircraft Lease Company Limited will not exceeding US$40.8 million. The period of guarantee is ended until all the obligations under the lease agreement has been fully performed, and the scope of the guarantee is in accordance with guarantee agreement. The Board agreed to submit the above guarantees to the upcoming general meeting of the Company and authorized the Company, Xiamen Airlines and Chongqing Airlines to respectively enter into corresponding documents as to guarantee upon the approval from the general meeting.
The number of Directors supposed to be present at the interim meeting was 7, of which 7 attended in person. The Directors approved the above resolutions unanimously after consideration. The manner and procedures for considering the relevant resolutions were in compliance with the provisions of the Company Law, Securities Law and the Articles of Association of the Company.
II. BASIC INFORMATION OF THE GUARANTEED PARTIES
The main information of the 19 SPVs to which the guarantee are given is as follows:
1. Guaranteed party: Southern Airlines No. 15 Lease (Tianjin) Company Limited
Registered address: Dongjiang Free Trade Port Zone of Tianjin
Legal representative: Yuan Jin Tao
Registered capital: RMB1.7 million
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Main business scope: Lease business; purchase of leased property from domestic and overseas markets; dealing with residual value and maintenance of leased property; economical consultation. (Items that must be approved in accordance with law can only be operated after approval by the relevant departments).
Material contingencies affecting the guaranteed parties’ solvency: None;
The Company hold 100% equity of Southern Airlines No. 15 Lease (Tianjin) Company Limited
2. Guaranteed parties: “Xiamen Airlines No. 1 (Xiamen) Aircraft Lease Company Limited” to “Xiamen Airlines No. 17 (Xiamen) Aircraft Lease Company Limited”
Registered address: Xiangyu Free Trade Zone of Xiamen
Legal representative: Wang Qing
Registered capital: from RMB0.1 million to RMB0.2 million, depending on the quantity and model of the operating aircraft of each SPV
Main business scope: Aircraft and aircraft equipment leasing business (SPV only); other unlisted machinery and equipment leasing (excluding items requiring approval); purchase of leased property from domestic and overseas; dealing with residual value of leased property; other unspecified professional consultation services (excluding items requiring approval); import and export of various types of commodities and technologies (not attached to the import and export commodity catalogue), except for commodities and technologies that are restricted or prohibited by the State to operate or import or export by the company; society economic consultation (excluding financial business consultation); other unspecified service industries (excluding items requiring approval).
Material contingencies affecting the guaranteed parties’ solvency: None;
Xiamen Airlines, a controlled subsidiary of the Company, is owned as to 55% by the Company, 34% by Xiamen Jianfa Group Co., Ltd. and 11% by Fujian Investment and Development Group Company Limited. “Xiamen Airlines No. 1 (Xiamen) Aircraft Lease Company Limited” to “Xiamen Airlines No. 17 (Xiamen) Aircraft Lease Company Limited” are wholly-owned subsidiaries of Xiamen Airlines.
3. Guaranteed parties: Chongqing Airlines No. 2 (Chongqing) Aircraft Lease Company Limited
Registered address: Lianglucuntan Free Trade Port Zone of Chongqing
Legal representative: Jin Wei Feng
Registered capital: RMB0.1 million
Main business scope: Permitted items: import and export of technology, import and export of goods (items that must be approved in accordance with the law can only be operated after approval by the relevant departments, and specific business items are subject to the approval documents or licenses of the relevant departments) General items: transportation equipment leasing services (except for items that are required to be approved according to law, business activities can be independently carried out according to law with the business license).
Material contingencies affecting the guaranteed parties’ solvency: None;
Chongqing Airlines is the controlled subsidiary of the Company, the Company hold 60% equity of Chongqing Airlines, and Chongqing City Transportation Development & Investment Group Corporation Limited hold 40% equity of Xiamen Airlines. Chongqing Airlines No. 2 (Chongqing) Aircraft Lease Company Limited is a wholly-owned subsidiary of Chongqing Airlines.
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III. MAIN CONTENTS OF AUTHORIZATION ON THE PROVISION OF GUARANTEES
| Name of Guaranteed party |
Guarantee Limit |
Type of Guarantee |
Guarantee |
Period of Guarantee |
Major Content of Guarantee | |||||
| Southern Airlines No. 15 Lease (Tianjin) Company Limited | The additional maximum amount of US$269 million, equivalent to approximately RMB1,883 million (calculated based on exchange rate of US$1 against RMB7, same for the below) | Credit Guarantee |
Joint Liability Guarantee | The period of guarantee is ended until all the obligations under the lease agreement has been fully performed. If a lease extension occurs, the period of guarantee shall be extended accordingly. | The Company provides guarantees in respect of debts owned by SPV to overseas lessor (such as rent payable) and liabilities under the lease agreement. If SPV fail to settle debts or liabilities under the lease agreement in whole or part, the Company shall fulfill the obligation of guarantee as agreed, and undertake an obligation in respect of rent and other payables to overseas lessor and liabilities under the lease agreement. | |||||
| 17 companies, including “Xiamen Airlines No. 1 (Xiamen) Aircraft Lease Company Limited” to “Xiamen Airlines No. 17 (Xiamen) Aircraft Lease Company Limited” | The additional maximum amount of US$25 million, equivalent to approximately RMB175 million. | |||||||||
| Chongqing Airlines No. 2 (Chongqing) Aircraft Lease Company Limited | The maximum amount of US$40.8 million, equivalent to approximately RMB285.6 million | |||||||||
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Xiamen Airlines may allocate and adjust specific guarantee amounts for their respective SPV according to the actual number of aircraft under operation and the lease term within their respective maximum guarantee amounts.
IV. OPINIONS OF THE BOARD
The Board of the Company considers that the provision of guarantee for their wholly-owned SPVs by the Company and its controlled subsidiaries, is beneficial for the Company to obtain policy support in free trade zone through sub-leasing structural business and lower aircraft leasing cost and in the interests of the Company and all shareholders as a whole. As wholly-owned subsidiaries of the Company, Xiamen Airlines and Chongqing Airlines the significant decisions and daily operation of the above 19 SPVs are fully controlled by the Company, Xiamen Airlines and Chongqing Airlines, significant risk can be identified in advance and prevented effectively.
Independent Directors of the Company issued independent opinions on the above matters as follows: 1. agreed that the Company provide additional total guarantee for Southern Airlines No. 15 Lease (Tianjin) Company Limited not exceeding US$269 million; Xiamen Airlines provide additional total guarantee for its 17 SPVs will not exceeding US$25 million; Chongqing Airlines provide a total guarantee for Chongqing Airlines No. 2 (Chongqing) Aircraft Lease Company Limited not exceeding US$40.8 million. The guarantees above are beneficial for the Company, Xiamen Airlines and Chongqing Airlines to reduce aircraft leasing cost and are in the interests of the Company and all shareholders; 2. the guaranteed parties are the SPVs, which are wholly-owned subsidiaries of the Company, Xiamen Airlines and Chongqing Airlines, significant risk can be identified in advance and prevented effectively by the Company and will not damage the interest of the Company and all shareholders; 3. the decision-making procedures of the Board in respect of the abovementioned guarantees are in compliance with the requirements of the listing rules of the listing place and the Articles of Association of the Company, and are legitimate and effective.
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V. STATUS OF THE ACCUMULATED EXTERNAL GUARANTEES
As at the date of this announcement, the Company and Xiamen Airlines provided loan guarantees to self-sponsored trainee pilots with respect to their training fees. The outstanding loan guaranteed was approximately RMB253.5791 million, representing approximately 0.40% of the Company’s audited net assets for the latest period and the amount in respect of the joint-liability guarantees is approximately RMB20.8840 million. The balance of guarantees provided by the Company and controlled subsidiaries to 43 special purpose vehicles in operation was US$4,797 million, and no overdue guarantees up to date. The balance of external guarantee provided by Xiamen Airlines for its controlled subsidiaries was RMB3,470 million. The total guarantee amount provided by the Company and controlled subsidiaries for their controlled subsidiaries was approximately RMB37,049 million, representing approximately 58.01% of the Company’s audited net assets for the latest period (all of the above figures in relation to the guarantees are unaudited).
Board of Directors of
China Southern Airlines Company Limited
14 May 2020
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Appendix – Main financial information of SPVs for the year 2019 and the first quarter of 2020
Unit: RMB
| Year 2019 or As at 31 December 2019 |
||||||||||||||||||||||||||||
| SPV |
Total assets | Total liabilities |
Total bank loans |
Total current liabilities |
Net assets | Revenue | Net profit | |||||||||||||||||||||
| Southern Airlines No. 15 Lease (Tianjin) Company Limited |
8,051,831 | 5,210,139 | 0 | 5,210,139 | 2,841,692 | 745,607,243 | 10,341,692 | |||||||||||||||||||||
| Xiamen Airlines No. 1 (Xiamen) Aircraft Lease Company Limited |
2,579,862 | 2,529,075 | 0 | 2,529,075 | 50,787 | 20,487,075 | -149,213 | |||||||||||||||||||||
| Xiamen Airlines No. 2 (Xiamen) Aircraft Lease Company Limited |
613,923 | 615,640 | 0 | 615,640 | -1,717 | 5,462,753 | -101,717 | |||||||||||||||||||||
| Xiamen Airlines No.3 (Xiamen) Aircraft Lease Company Limited |
3,312,173 | 3,332,124 | 0 | 3,332,124 | -19,950 | 3,984,141 | -119,950 | |||||||||||||||||||||
| Xiamen Airlines No.4 (Xiamen) Aircraft Lease Company Limited |
3,222,302 | 3,240,740 | 0 | 3,240,740 | -18,439 | 4,900,855 | -118,439 | |||||||||||||||||||||
8
| Xiamen Airlines No.5 (Xiamen) Aircraft Lease Company Limited |
1,046,549 | 1,079,865 | 0 | 1,079,865 | -33,316 | 7,788,472 | -133,316 | |||||||||||||||||||||
| Xiamen Airlines No.6 (Xiamen) Aircraft Lease Company Limited |
1,054,239 | 1,181,831 | 0 | 1,181,831 | -127,592 | 4,479,952 | -227,592 | |||||||||||||||||||||
| Xiamen Airlines No.7 (Xiamen) Aircraft Lease Company Limited |
5,721,489 | 5,702,226 | 0 | 5,702,226 | 19,263 | 7,419,749 | -80,737 | |||||||||||||||||||||
| Xiamen Airlines No.8 (Xiamen) Aircraft Lease Company Limited |
4,339,106 | 4,370,842 | 0 | 4,370,842 | -31,736 | 10,562,390 | -131,736 | |||||||||||||||||||||
| Xiamen Airlines No.9 (Xiamen) Aircraft Lease Company Limited |
9,591,360 | 9,625,482 | 0 | 9,625,482 | -34,122 | 9,457,291 | -134,122 |
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| Xiamen Airlines No.10 (Xiamen) Aircraft Lease Company Limited |
4,292,026 | 4,340,540 | 0 | 4,340,540 | -48,514 | 10,631,580 | -148,514 | |||||||||||||||||||||
| Xiamen Airlines No.11 (Xiamen) Aircraft Lease Company Limited |
7,688,522 | 7,738,149 | 0 | 7,738,149 | -49,627 | 11,405,536 | -149,627 | |||||||||||||||||||||
| Xiamen Airlines No.12 (Xiamen) Aircraft Lease Company Limited |
4,987,503 | 5,027,986 | 0 | 5,027,986 | -40,483 | 7,401,699 | -140,483 | |||||||||||||||||||||
| Xiamen Airlines No.13 (Xiamen) Aircraft Lease Company Limited |
4,598,352 | 4,729,110 | 0 | 4,729,110 | -130,758 | 7,179,847 | -230,758 | |||||||||||||||||||||
| Xiamen Airlines No.14 (Xiamen) Aircraft Lease Company Limited |
44,795 | 157,217 | 0 | 157,217 | -112,422 | 5,670,188 | -212,422 |
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| Xiamen Airlines No.15 (Xiamen) Aircraft Lease Company Limited |
43,451 | 159,716 | 0 | 159,716 | -116,265 | 5,667,689 | -216,265 | |||||||||||||||||||||
| Xiamen Airlines No.16 (Xiamen) Aircraft Lease Company Limited |
2,486,026 | 2,509,318 | 0 | 2,509,318 | -23,292 | 3,463,294 | -123,292 | |||||||||||||||||||||
| Xiamen Airlines No.17 (Xiamen) Aircraft Lease Company Limited |
7,490,130 | 7,501,758 | 0 | 7,501,758 | -11,628 | 16,512,958 | -211,628 |
Unit: RMB
| First Quarter of 2020 or As at 31 March 2020 (the figures are unaudited) |
||||||||||||||||||||||||||||
| SPV |
Total assets | Total liabilities |
Total bank loans |
Total current liabilities |
Net assets | Revenue | Net profit |
|||||||||||||||||||||
| Southern Airlines No. 15 Lease (Tianjin) Company Limited |
11,903,996 | 9,068,528 | 0 | 9,068,528 | 2,835,468 | 85,486,540 | -6,224 | |||||||||||||||||||||
| Xiamen Airlines No. 1 (Xiamen) Aircraft Lease Company Limited |
686,506 | 162,786 | 0 | 162,786 | 523,720 | 11,642,687 | 349,933 | |||||||||||||||||||||
| Xiamen Airlines No. 2 (Xiamen) Aircraft Lease Company Limited |
316,446 | 15,908 | 0 | 15,908 | 300,538 | 6,139,874 | 302,254 | |||||||||||||||||||||
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| Xiamen Airlines No.3 (Xiamen) Aircraft Lease Company Limited |
137,095 | 1,680 | 0 | 1,680 | 135,415 | 5,948,124 | 31,920 | |||||||||||||||||||||
| Xiamen Airlines No.4 (Xiamen) Aircraft Lease Company Limited |
398,087 | 12,089 | 0 | 12,089 | 385,998 | 8,502,078 | 229,694 | |||||||||||||||||||||
| Xiamen Airlines No.5 (Xiamen) Aircraft Lease Company Limited |
379,541 | 14,727 | 0 | 14,727 | 364,814 | 7,869,743 | 279,805 | |||||||||||||||||||||
| Xiamen Airlines No.6 (Xiamen) Aircraft Lease Company Limited |
258,691 | 11,682 | 0 | 11,682 | 247,010 | 5,548,161 | 221,949 | |||||||||||||||||||||
| Xiamen Airlines No.7 (Xiamen) Aircraft Lease Company Limited |
193,512 | 0 | 0 | 0 | 193,512 | 0 | -93,652 |
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| Xiamen Airlines No.8 (Xiamen) Aircraft Lease Company Limited |
238,638 | 9 | 0 | 9 | 238,629 | 0 | 173 | |||||||||||||||||||||
| Xiamen Airlines No.9 (Xiamen) Aircraft Lease Company Limited |
429,832 | 34,346 | 0 | 34,346 | 395,487 | 8,963,318 | 11,877 | |||||||||||||||||||||
| Xiamen Airlines No.10 (Xiamen) Aircraft Lease Company Limited |
239,698 | 9 | 0 | 9 | 239,689 | 0 | 174 | |||||||||||||||||||||
| Xiamen Airlines No.11 (Xiamen) Aircraft Lease Company Limited |
658,577 | 64,438 | 0 | 64,438 | 594,139 | 9,102,160 | 262,444 | |||||||||||||||||||||
| Xiamen Airlines No.12 (Xiamen) Aircraft Lease Company Limited |
159,995 | 3,678 | 0 | 3,678 | 156,317 | 1,920,164 | -87,894 |
13
| Xiamen Airlines No.13 (Xiamen) Aircraft Lease Company Limited |
105,209 | 0 | 0 | 0 | 105,209 | 1,864,626 | -16,983 | |||||||||||||||||||||
| Xiamen Airlines No.14 (Xiamen) Aircraft Lease Company Limited |
249,182 | 10,219 | 0 | 10,219 | 238,963 | 5,724,794 | 194,168 | |||||||||||||||||||||
| Xiamen Airlines No.15 (Xiamen) Aircraft Lease Company Limited |
248,205 | 10,238 | 0 | 10,238 | 237,967 | 5,724,794 | 194,516 | |||||||||||||||||||||
| Xiamen Airlines No.16 (Xiamen) Aircraft Lease Company Limited |
294,621 | 9,112 | 0 | 9,112 | 285,509 | 5,940,286 | 173,133 | |||||||||||||||||||||
| Xiamen Airlines No.17 (Xiamen) Aircraft Lease Company Limited |
462,106 | 7,850 | 0 | 7,850 | 454,256 | 5,827,900 | 149,142 |
Note: Chongqing Airlines No.2 (Chongqing) Aircraft Lease Company Limited is newly established, therefore there is no financial information.
14
Exhibit 99.3
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.
PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS AND POSSIBLE SUBSCRIPTION FOR A SHARE CONVERTIBLE BONDS BY CONNECTED PERSON
On 14 May 2020, the thirteenth meeting of the eighth session of the Board considered and approved, among others, the relevant resolutions on the A Share Convertible Bond Issuance Plan and the Possible Subscription for A Share Convertible Bonds by CSAH.
The Proposed Issuance of A Share Convertible Bonds is subject to the Shareholders’ approvals at the AGM and the Class Meetings of the Company and the approvals from CSRC and other relevant authorities. The Possible Subscription for A Share Convertible Bonds by CSAH is subject to Independent Shareholders’ approval at the AGM. A circular containing, among others, details of the Proposed Issuance of A Share Convertible Bonds and the Possible Subscription for A Share Convertible Bonds by CSAH will be despatched to the Shareholders as soon as practicable and within 15 business days after the publication of this announcement.
On 14 May 2020, the thirteenth meeting of the eighth session of the Board considered and approved, among others, the relevant resolutions on the A Share Convertible Bond Issuance Plan and the Possible Subscription for A Share Convertible Bonds by CSAH.
I. THE ISSUANCE SATISFIES THE CONDITIONS OF THE PUBLIC ISSUANCE OF A SHARE CONVERTIBLE BONDS
Pursuant to the relevant requirements under the Company Law, the Securities Law, the Administrative Measures for the Issuance of Securities by Listed Companies (《上市公司証券發行管理辦法》) and other laws, regulations and normative documents, upon the Company’s review on the qualifications and conditions of a company applying for issuance of A share convertible bonds, the Company believes that it has satisfied all the regulations and requirements of the relevant laws, regulations and normative documents in relation to the public issuance of A share convertible bonds by listed companies, that it is not a subject of bad faith and that it possesses the qualifications and conditions for public issuance of A share convertible bonds.
II. OVERVIEW OF THE ISSUANCE
Details of the A Share Convertible Bond Issuance Plan are as follows:
1. Type of securities to be issued
The type of the securities to be issued is convertible bonds which can be converted into A Shares. The A Share Convertible Bonds and the A Shares to be converted will be listed on the Shanghai Stock Exchange.
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2. Size of issuance
The total amount of the A Share Convertible Bonds proposed to be issued will not exceed RMB16 billion (including RMB16 billion). The actual size of the issuance shall be determined by the Board (or persons authorised by the Board) within the above range, subject to the authorisation by the Shareholders at the AGM and the Class Meetings.
3. Par value and issue price
The A Share Convertible Bonds will be issued at par with a nominal value of RMB100.00 each.
4. Term
According to the provisions of the relevant laws and regulations and the progress of implementation of the planned projects using the fund raising proceeds, combined with the scale of issuance of this Proposed Issuance of A Shares Convertible Bonds and the Company’s future operating and financial status, etc., the term of the A Share Convertible Bonds will be six years from the date of the issuance.
5. Interest rate
The Board proposed to the Shareholders at the AGM and the Class Meetings to authorise the Board (or persons authorised by the Board) to determine the method of determining the nominal interest rate as well as the final interest rate for each interest accrual year upon negotiation with the sponsor (the lead underwriter) in accordance with national policies, market conditions and the actual conditions of the Company before the Proposed Issuance of A Share Convertible Bonds.
6. Method and timing of interest payment and repayment of the principal
The interest of the A Share Convertible Bonds will be paid annually. The principal of the unconverted A Share Convertible Bonds will be repaid and the interest for the final year will be paid upon maturity.
| (1) | Calculation of Annual Interest |
The formula for calculating the Annual Interest is: I = B × i
I: denotes the Annual Interest;
B: denotes the aggregate nominal value of the A Share Convertible Bonds held by an A Share Convertible Bond Holder as at the record date for interest payment in an interest accrual year;
i: denotes the nominal interest rate of the A Share Convertible Bonds of that year.
| (2) | Method of interest payment |
| a. | The interest of the A Share Convertible Bonds will be paid annually, accruing from the date of the issuance of the A Share Convertible Bonds. |
| b. | Interest payment date: The interest is payable annually on each anniversary of the date of the issuance of the A Share Convertible Bonds. Where such a date falls on a statutory holiday or rest day, the interest payment date shall be postponed to the next working day, with no additional interest accrued during the period of postponement. The period between any two consecutive interest payment dates will be interest accrual year. |
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| c. | Record date for interest payment: The record date for interest payment in each year will be the trading day immediately preceding the interest payment date. The Company will pay the interest accrued for that year within five trading days from the interest payment date. Where an A Share Convertible Bond Holder converts his/her A Share Convertible Bonds into A Shares on or before the record date for interest payment in any interest accrual year, that A Share Convertible Bond Holder shall not be entitled to any interest for that year and any subsequent interest accrual year. |
| d. | Tax payable on the interest income of an A Share Convertible Bond Holder shall be borne by such holder him/herself. |
7. Conversion period
The conversion period of the A Share Convertible Bonds shall commence on the first trading day immediately following the expiry of the six-month period after the date of the issuance of the A Share Convertible Bonds, and end on the maturity date of the A Share Convertible Bonds.
8. Determination and adjustment of the conversion price
| (1) | Basis for determining the initial conversion price |
The initial conversion price of A Share Convertible Bonds shall not be lower than the following: (i) the average trading price of A Shares during the 20 trading days immediately preceding the date of publication of the Offering Document (in the event that during such 20 trading days, the share price has been adjusted due to ex-rights or ex-dividend, the average share price for the trading days before the adjustment shall be accordingly adjusted with reference to the adjusted share price following the ex-rights or ex-dividend); (ii) the average trading price of A Shares on the trading day immediately preceding the date of publication of the Offering Document; (iii) the latest audited net asset value per Share; and (iv) par value per Share. The actual initial conversion price shall be determined by the Board (or persons authorised by the Board) upon negotiation with the sponsor (the lead underwriter) in accordance with the market conditions and actual conditions of the Company before the Proposed Issuance of A Share Convertible Bonds, subject to the authorisation by the Shareholders at the AGM and the Class Meetings.
The average trading price of A Shares for the 20 trading days immediately preceding the date of publication of the Offering Document = the total trading amount of A Shares during such 20 trading days/the total trading volume of A Shares during such 20 trading days;
The average trading price of A Shares for the trading day immediately preceding the date of publication of the Offering Document = the total trading amount of A Shares on such a trading day/the total trading volume of A Shares on such a trading day.
| (2) | Method of adjustment to the conversion price |
The conversion price is subject to adjustments in certain events subsequent to the issuance of the A Share Convertible Bonds such as distribution of share dividends, capitalisation, issuance of new shares or rights issue and distribution of cash dividends (excluding any increase in the share capital as a result of conversion of the A Share Convertible Bonds). The Company will adjust the conversion price based on the following formula (rounded off to two decimal places):
Distribution of share dividends or capitalisation: P1=P0/(1+n);
Issuance of new shares or rights issue: P1=(P0+A×k)/(1+k);
The above two events occurring concurrently: P1=(P0+A×k)/(1+n+k);
Distribution of cash dividends: P1=P0-D;
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The above three events occurring concurrently: P1=(P0-D+A×k)/(1+n+k)
In the aforesaid formulae, “P0” denotes the conversion price before the adjustment; “n” denotes the rate of distribution of share dividends or capitalisation; “k” denotes the rate of issuance of new shares or rights issue; “A” denotes the price of issuance of new shares or rights issue; “D” denotes the cash dividend per share and “P1” denotes the adjusted conversion price.
Upon occurrence of any of the abovementioned changes in A Shares and/or A Shareholders’ interests, the Company will adjust the conversion price in accordance with the above method, and an announcement in relation to the adjustment of the conversion price will be made on the media designated by CSRC for information disclosure of listed companies. Such an announcement will indicate the date of the adjustment to the conversion price, method of the adjustment and suspension period of share conversion (if necessary). Meanwhile, the Company shall disclose the information to the Hong Kong market in accordance with the Listing Rules and the Articles of Association of the Company (if necessary). If the conversion price adjustment date is on or after the date on which an A Share Convertible Bond Holder applies for conversion of his/her A Share Convertible Bonds but before the registration date of the shares to be issued upon conversion, such conversion will be executed based on the adjusted conversion price.
In the event that the A Share Convertible Bond Holders’ interests or the interests derived from the share conversion of the A Share Convertible Bonds are affected by the change in the Company’s share class, quantity and/or Shareholders’ interests due to any possible share repurchase, consolidation, division or any other circumstances, the Company will adjust the conversion price based on the actual situations and in accordance with the principles of fairness, justice and equality so as to fully protect the interests of the A Share Convertible Bond Holders. The details of the adjustment to the conversion price and its implementation measures shall be determined in accordance with the relevant national laws and regulations and the relevant requirements of the securities regulatory authorities.
9. Terms of downward adjustment to the conversion price
| (1) | Authorisation and magnitude of adjustment |
If, during the term of the A Share Convertible Bonds, the closing prices of A Shares in at least 15 trading days out of any 30 consecutive trading days are lower than 85% of the prevailing conversion price, the Board may propose a downward adjustment to the conversion price to Shareholders at the general meeting and the class meetings for their consideration and approval.
The abovementioned proposal is subject to approvals of more than two-thirds of the voting rights of the Shareholders who attend the general meeting and the class meetings. Shareholders who hold the A Share Convertible Bonds should abstain from voting at the general meeting and class meetings. The adjusted conversion price should be no less than the following: (i) the average trading price of A Shares during the 20 trading days immediately preceding the date of such a general meeting and class meetings (in the event that during such 20 trading days, the share price has been adjusted due to ex-rights or ex-dividend, the average share price for the trading days before the adjustment shall be accordingly adjusted with reference to the adjusted share price following the ex-rights or ex-dividend); and (ii) the average trading price of A Shares on the trading day immediately preceding the date of such a general meeting and class meetings, whichever is higher. At the same time, the adjusted conversion price shall not be lower than the latest audited net asset value per Share and par value per Share.
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In the event that an adjustment to the conversion price by the Company is made during the aforementioned 30 trading days, in respect of the trading days prior to the adjustment to the conversion price, the calculation shall be based on the unadjusted conversion price and the closing price of the A Shares on each such day, while in respect of the trading day on which adjustment to the conversion price is made and the trading days afterwards, the calculation shall be based on the adjusted conversion price and the closing price of the A Shares on each such day.
| (2) | Adjustment procedures |
If the Company decides to make a downward adjustment to the conversion price, the Company shall publish the relevant announcement on media designated by CSRC for information disclosure of listed companies. Such an announcement shall disclose information including the magnitude of the adjustment, the registration date of the shares subject to the downward adjustment to the conversion price, the suspension period of share conversion (if any) and such other information. Meanwhile, the Company shall disclose the information to the Hong Kong market in accordance with the Listing Rules and the Articles of Association of the Company (if necessary). Application for conversion of the A Share Convertible Bonds at the adjusted conversion price shall be resumed upon the first trading day after the registration date, i.e. the conversion price adjustment date.
If the conversion price adjustment date is on or after the date of the application for conversion but before the registration date of the shares to be issued upon conversion, such conversion will be executed based on the adjusted conversion price.
10. Method of determining the number of shares for conversion
Where an A Share Convertible Bond Holder applies to convert his/her A Share Convertible Bonds into A Shares during the conversion period, the formula for calculating the number of A Shares to be issued upon conversion is as below:
Q = V/P, any fractional share shall be rounded down to the nearest integer.
| V: | denotes the aggregate nominal value of the A Share Convertible Bonds in respect of which the A Share Convertible Bond Holder applies for conversion; |
| P: | denotes the prevailing conversion price as at the date of application for conversion. |
An A Share Convertible Bond Holder can only apply to convert such A Share Convertible Bonds into A Shares in integers. Within five trading days from the conversion of the A Share Convertible Bonds, the Company will pay the A Share Convertible Bond Holder in cash an amount equal to the nominal value of such A Share Convertible Bonds which are insufficient to be converted into one share and the interest accrued for current period on such a balance in accordance with the relevant requirements of the Shanghai Stock Exchange and such other authorities (please refer to the section headed “11. Terms of redemption” for the method of calculating the interest accrued for current period).
11. Terms of redemption
| (1) | Terms of redemption upon maturity |
Within five trading days upon maturity of the A Share Convertible Bonds, the Company will redeem all the A Share Convertible Bonds which have not been converted into A Shares by then, at a price determined by the Board (or persons authorised by the Board) upon negotiation with the sponsor (the lead underwriter) with reference to the market conditions before the issuance of the A Share Convertible Bonds, subject to the authorisation by the Shareholders at the general meeting and class meetings.
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| (2) | Terms of conditional redemption |
During the conversion period, in case of one of the following two circumstances, the Company has the right to redeem all or part of the A Share Convertible Bonds which have not been converted into shares based on the par value plus the accrued interest then:
| (1) | where the closing prices of A Shares for at least 15 trading days out of any 30 consecutive trading days during the conversion period are no less than 130% (including 130%) of the prevailing conversion price; |
| (2) | where the balance of the outstanding A Share Convertible Bonds under the issuance is lower than RMB30 million. |
Formula for calculating the then accrued interest is: IA = B×i×t/365
| IA: | denotes the accrued interest for the current period; |
| B: | denotes the aggregate nominal value of the A Share Convertible Bonds to be deemed that are held by the A Share Convertible Bond Holders under the issuance; |
| i: | denotes the nominal interest rate of the A Share Convertible Bonds for current year; |
| t: | denotes the number of days on which interest is accrued, i.e. the actual number of calendar days from the last interest payment date up to the redemption date of that interest accrual year (including the last interest payment date and excluding the redemption date) |
In the event that an adjustment to the conversion price is made during the aforesaid 30 trading days, the amount for trading days prior to the date of the adjustment shall be calculated based on the conversion price and the closing price of the A Shares before the adjustment, while the amount for trading days after the adjustment shall be calculated based on the conversion price and the closing price after the date of the adjustment.
Redemption period of the A Share Convertible Bonds under the issuance is consistent with the conversion period, i.e., to commence from the first trading day immediately following the expiry of the six-month period after the date of the issuance, and to end on the maturity date of the A Share Convertible Bonds.
12. Terms of sale back
| (1) | Terms of conditional sale back |
During the last two interest accrual years within the term of the A Share Convertible Bonds under the issuance, if the closing prices of the A Shares on any 30 consecutive trading days are lower than 70% of the prevailing conversion price, the A Share Convertible Bond Holders are entitled to sell back all or part of their A Share Convertible Bonds to the Company at par plus the then accrued interest (formula for calculating the then accrued interest is set out in relevant contents of terms of redemption).
In the event that an adjustment to the conversion price is made during the aforesaid 30 trading days, the amount for trading days prior to the date of the adjustment shall be calculated based on the conversion price and the closing price of the A Shares before the adjustment, while the amount for trading days after the adjustment shall be calculated based on the conversion price and the closing price after the date of the adjustment. In the event that there is a downward adjustment to the conversion price, the aforesaid “30 consecutive trading days” shall be re-counted from the first trading day following the adjustment to the conversion price.
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During the last two interest accrual years within the term of the A Share Convertible Bonds under the issuance, the A Share Convertible Bond Holders can exercise their sale back rights once every year upon the first satisfaction of the conditions of the sale back in accordance with the abovementioned terms. If the A Share Convertible Bond Holders, upon the first satisfaction of the conditions of the sale back, do not apply for and exercise their sale back rights during the sale back declaration period specified by the Company, they are not entitled to exercise their sale back rights during that interest accrual year. The A Share Convertible Bond Holders are not allowed to exercise part of their sale back rights repeatedly.
| (2) | Additional terms of sale back |
If the actual use of proceeds from the Proposed Issuance of A Share Convertible Bonds significantly differs from the undertakings of the use of proceeds set out by the Company in the Offering Document, and such a change is regarded as a change in the use of proceeds by relevant provisions of the CSRC or determined by the CSRC, the A Share Convertible Bond Holders will be entitled to a one-off right to sell all or part of the A Share Convertible Bonds back to the Company at par plus the then accrued interest. The A Share Convertible Bond Holders can exercise their sale back rights upon the satisfaction of the additional terms of sale back during the additional sale back declaration period as announced by the Company. If the A Share Convertible Bond Holders do not exercise their sale back rights during the declaration period, they shall be deemed to abandon the rights (formula for calculating the then accrued interest is set out in relevant contents of terms of redemption).
13. Attribution of dividend in the year of conversion
The new A Shares to be issued as a result of the conversion of the A Share Convertible Bonds shall rank pari passu with all the existing A Shares. All ordinary Shareholders of A Shares (including those becoming ordinary Shareholders as a result of the conversion of the A Share Convertible Bonds) whose names are recorded on the register of members of the Company on the share registration date for dividend distribution shall be entitled to receive the dividend of that period and equal rights and interests.
14. Method of issuance and targeted subscribers
The actual method of the issuance of the A Share Convertible Bonds will be determined by the Board (or persons authorised by the Board) upon negotiation with the sponsor (the lead underwriter), subject to authorisation by the Shareholders at the AGM and the Class Meetings. The targeted subscribers of the A Share Convertible Bonds are natural persons, legal persons, securities investment funds and other investors in compliance with the legal requirements, who have maintained securities accounts in the Shanghai Branch of China Securities Depository and Clearing Corporation Limited (excluding those prohibited by national laws and regulations).
15. Subscription arrangement for the existing A Shareholders
The existing A Shareholders are entitled to the pre-emptive rights to subscribe for the A Share Convertible Bonds. The existing A Shareholders may choose not to exercise such rights. It will be proposed at the AGM and the Class Meetings to authorise the Board (or persons authorised by the Board) to determine the actual amount of the A Share Convertible Bonds which are subject to the abovementioned pre-emptive rights in accordance with determination by the Board upon negotiation with the sponsor (the lead underwriter), with reference to the market conditions during the Proposed Issuance of A Share Convertible Bonds. Such determination shall be disclosed in the announcement regarding the Proposed Issuance of A Share Convertible Bonds. Such pre-emptive rights shall be subject to the Company Law, the Listing Rules and any other applicable laws, regulations and rules of any government or regulatory authorities (including but not limited to any rules and requirements regarding related party transactions or connected transactions).
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The A Share Convertible Bonds which are not subject to the abovementioned pre-emptive rights and which are not subscribed for upon the exercise of the abovementioned pre-emptive rights will be either offered to institutional investors offline or issued by way of online fixed price offering through the trading system of the Shanghai Stock Exchange, with the remaining balance underwritten by the underwriter(s) in case of undersubscription. The actual method of the issuance of the A Share Convertible Bonds will be determined by the Board (or persons authorised by the Board) upon negotiation with the sponsor (the lead underwriter) and before the Proposed Issuance of A Share Convertible Bonds, subject to authorisation by the Shareholders at the AGM and the Class Meetings.
16. Matters relating to A Share Convertible Bond Holders’ meetings
| (1) | Rights of the A Share Convertible Bond Holders: |
| (a) | to receive agreed interests in accordance with the number of the A Share Convertible Bonds held by A Share Convertible Bond Holders; |
| (b) | to convert the A Share Convertible Bonds held by A Share Convertible Bond Holders into A Shares of the Company according to the agreed conditions set out in the Offering Document; |
| (c) | to exercise right of sale back on agreed conditions set out in the Offering Document; |
| (d) | to attend the meetings of A Share Convertible Bond Holders, either in person or by proxy, and vote in accordance with the provisions of laws and administrative regulations; |
| (e) | to assign, bestow or pledge the A Share Convertible Bonds held by A Share Convertible Bond Holders in accordance with the provisions of laws, administrative regulations, the Articles of Association and rules for A Share Convertible Bond Holders’ meetings; |
| (f) | to receive relevant information in accordance with the provisions of laws, administrative regulations, the Articles of Association and rules for A Share Convertible Bond Holders’ meetings; |
| (g) | to request the Company to repay the principal and interest of the A Share Convertible Bonds within the agreed period and by the agreed manner set out in the Offering Document; |
| (h) | other rights as creditors of the Company prescribed by laws, administrative regulations and the Articles of Association. |
| (2) | Obligations of the A Share Convertible Bond Holders: |
| (a) | to abide by the relevant terms of the issuance of A Share Convertible Bonds by the Company; |
| (b) | to pay the subscription amount in accordance with the number of A Share Convertible Bonds subscribed for; |
| (c) | to abide by the effective resolutions approved at the meetings of A Share Convertible Bond Holders; |
| (d) | not to request the Company to make prepayment of the principal and interest of A Share Convertible Bonds, unless otherwise required by laws and regulations, or otherwise agreed in the Offering Document; and |
| (e) | other obligations required to be undertaken by A Share Convertible Bond Holders prescribed by laws, administrative regulations and the Articles of Association. |
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| (3) | During the term of A Share Convertible Bonds, an A Share Convertible Bond Holders’ meeting shall be convened upon the occurrence of any of the following events: |
| (a) | the Company proposes to change the terms of the Offering Document; |
| (b) | proposed amendments to the rules for A Share Convertible Bond Holders’ meetings; |
| (c) | the Company defaults in paying the principal and interests of A Share Convertible Bonds for the current period on time; |
| (d) | the Company undertakes a capital reduction (except for a share repurchase under an employee stock ownership plan, share incentive scheme, share repurchase for conversion of convertible bonds issued by the Company, performance commitments resulting in share repurchases, and reduction resulting from repurchases necessary to maintain the Company’s value and Shareholders’ equity), merger, division, restructuring, dissolution or files for bankruptcy; |
| (e) | any material change arises from the guarantors (if any) or the collaterals (if any); |
| (f) | proposed amendment or termination of the entrusted manager of this A Share Convertible Bond Issuance Plan; |
| (g) | inability to perform duties duly by the management of the Company leads to serious uncertainties on the Company’s ability to repay debts, and actions should be taken in accordance with laws; |
| (h) | the Company proposes a debt restructuring plan; |
| (i) | other circumstances where the Board of the Company, A Share Convertible Bond Holders, either individually or jointly, holding 10% or more of the aggregate nominal value of the outstanding A Share Convertible Bonds for the period, entrusted manager of this A Share Convertible Bond Issuance Plan or other entities or persons prescribed by the relevant laws and regulations and the CSRC, propose(s) in writing to convene; |
| (j) | other matters which may significantly and materially affect the interests of A Share Convertible Bond Holders; and |
| (k) | other matters required to be considered and determined at the meetings of the A Share Convertible Bond Holders in accordance with the provisions of the laws, administrative regulations, the CSRC, the Shanghai Stock Exchange, and the rules of the meetings of the A Share Convertible Bond Holders. |
| (4) | The following entities or persons may propose an A Share Convertible Bond Holders’ meeting: |
| (a) | the Board; |
| (b) | A Share Convertible Bond Holders, either individually or jointly, holding 10% or more of the aggregate nominal value of the outstanding A Share Convertible Bonds for the period, entrusted manager of this A Share Convertible Bond Issuance Plan, proposing in writing; and |
| (c) | other entities or persons prescribed by the laws, regulations or CSRC. |
The Company will set out the method of protecting the interest of the A Share Convertible Bonds Holders and the rights, procedures and conditions of effecting resolutions of the A Share Convertible Bond Holders’ meeting in the Offering Document.
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17. Use of proceeds
The total amount of proceeds from the Proposed Issuance of A Share Convertible Bonds will not exceed RMB16 billion (including RMB16 billion), which will be used for the following projects after deducting the issuance expense.
Unit: RMB ‘0000
| No. |
Project Name |
Total amount of investment |
Amount of proceeds proposed to be used |
|||||||
| 1 | Purchasing aircraft and aviation equipment and maintenance projects | 2,168,601.96 | 1,060,000.00 | |||||||
| 2 | Introduction of spare engines | 65,553.50 | 60,000.00 | |||||||
| 3 | Supplementing working capital | 480,000.00 | 480,000.00 | |||||||
| Total |
2,714,155.46 | 1,600,000.00 | ||||||||
If the actual net proceeds from the Proposed Issuance of A Share Convertible Bonds, after deducting the issuance expense, is less than the amount of proceeds to be invested in the above projects, the Company will make up the shortfall by utilising its own funds or self-raising funds. Before the receipt of the proceeds from the Proposed Issuance of A Share Convertible Bonds, the Company will implement the projects utilising its own funds or self-raised funds in accordance with the actual progress of the projects. Upon receipt of the proceeds, the proceeds will be used to replace the remaining funds and cover the spent funds.
The Board (or persons authorised by the Board) may make adjustment to the proposed investment amount of the proceeds for the above one or multiple projects, based on the actual situation of project progress and funding requirements.
18. Guarantee and security
There is no guarantee or security in relation to the A Share Convertible Bonds.
19. Deposit account for proceeds raised
The Company has established the Administrative Measures for the Proceeds Raised. The proceeds of the A Share Convertible Bonds shall be maintained in an account designated by the Board (or persons authorised by the Board). Details regarding the opening of the account will be determined by the Board before the issuance and announced in the relevant announcement.
20. Ratings
Credit rating agencies possessing the relevant qualifications will issue a credit rating report for this Proposed Issuance of A Share Convertible Bonds by the Company.
21. Validity period of the proposal on the issuance of A Share Convertible Bonds
The Proposed Issuance of A Share Convertible Bonds will be valid for 12 months from the date of the considering and passing of the A Share Convertible Bonds Issuance Plan at the AGM and the Class Meetings.
III. POSSIBLE SUBSCRIPTION FOR A SHARE CONVERTIBLE BONDS BY CSAH
CSAH, being a controlling Shareholder of the Company, is entitled to the pre-emptive rights to subscribe for the A Share Convertible Bonds under the A Share Convertible Bond Issuance Plan of the Company, which is compliant with the relevant laws, regulations and normative documents and the Articles of Association.
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The terms of the Possible Subscription for A Share Convertible Bonds by CSAH are the same as the terms and conditions which are set out in the A Share Convertible Bond Issuance Plan. As at the date of this announcement, based on the maximum issuance size of the Proposed Issuance of A Share Convertible Bonds (i.e. RMB16 billion) and the direct shareholding percentage of CSAH in the A Shares of the Company (i.e. approximately 52.65%), the maximum subscription amount under the Possible Subscription for A Share Convertible Bonds by CSAH is approximately RMB8,424 million.
If the non-public issuance of not more than 2,453,434,457 new A Shares (including 2,453,434,457 A Shares) to CSAH as announced by the Company on 30 October 2019 and approved by the relevant Shareholders in the relevant general meeting and class meetings on 27 December 2019 was completed, the direct shareholding of CSAH in the A Shares of the Company would increase from approximately 52.65% to approximately 63.16% and the maximum subscription amounts under the Possible Subscription for A Share Convertible Bonds by CSAH would be approximately RMB10,106 million.
IV. REASONS FOR AND BENEFITS OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS
In recent years, China’s aviation industry has maintained rapid growth, and there is still huge room for development in the future. The Company is the airline with the most transport aircraft, the most developed route network, and the largest passenger turnover in China. As the construction of the Guangdong-Hong Kong-Macau Greater Bay Area was elevated to a national strategy, an important development opportunity was laid before the Company. In the current economic and industry environment, in order to fully grasp the industry opportunities, the Company has proposed the overall strategic goal of becoming an international network airline, and fully promote the strategic layout of the Guangzhou-Beijing dual hub model. On one hand, the Company will focus on the development of the Greater Bay Area market, build a high-quality Guangzhou aviation hub, serve and contribute to the development of world-class city clusters and airport clusters in Guangdong, Hong Kong and Macau and provide first-class aviation upstream and downstream solutions; on the other hand, the Company has placed emphasis on promoting the construction of the Beijing hub. Daxing International Airport commenced operations in October 2019, and according to the ‘Change of Airport’ plan by the General Administration of Civil Aviation of China, the Company and its subsidiaries’ market share in Daxing International Airport will reach 43% by March 2021 and become the largest main base airline of Daxing International Airport, when the ‘Change of Airport plan’ becomes fully implemented. As at the date of this announcement, the Company has successfully completed the change of airport of the first and second batch of flights to Daxing International Airport.
Under the abovementioned background, scientifically and rationally expanding the fleet size, ensuring safe operating efficiency, and enhancing the stability of the air transportation network are important strategic measures for the Company to actively seize the good development opportunities of China’s air transportation industry, and has a great strategic significance in the Company’s goal of better serving the economic development of the Greater Bay Area and the Company’s aim of becoming an international network airline. At the same time, due to the impact of the novel coronavirus pandemic, the aviation industry’s market demand has been affected to a certain extent, which has adversely impacted the income and cash flow levels of industry participants. Airlines generally face the need to supplement working capital. Therefore, the proceeds raised from the Proposed Issuance of A Share Convertible Bonds will mainly be used for purchasing of aircraft, aviation materials and reparation projects, introduction of backup generators and supplementing working capital, to further enhance the core competitiveness of the Company’s main business, optimise the financial position and enhance the Company’s risk-resistance capability, in order to lay a solid foundation for the Company to achieve its strategic goals.
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V. IMPLICATIONS ON THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS AND THE POSSIBLE SUBSCRIPTION FOR A SHARE CONVERTIBLE BONDS UNDER THE PRC REGULATORY REQUIREMENTS
The A Share Convertible Bonds proposed to be issued by the Company may lead to the issuance of new A Shares upon the exercise of the conversion rights of the A Share Convertible Bonds, the actual number of which depends on a number of factors, including the conversion price of the A Share Convertible Bonds. The Board considers that the conversion of A Share Convertible Bonds into new A Shares will dilute the interests of the existing A Shareholders and H Shareholders in the Company’s share capital.
Pursuant to the Articles of Association and the provisions of the relevant PRC laws and regulations, the Proposed Issuance of A Share Convertible Bonds shall be subject to, among others, the Shareholders’ approval at the general meeting and the class meetings, and approvals from the relevant PRC regulatory authorities.
VI. IMPLICATIONS UNDER THE LISTING RULES
Pursuant to rule 19A.38 of the Listing Rules, the Proposed Issuance of A Share Convertible Bonds is subject to the requirements for Shareholders’ approvals at the AGM and the Class Meetings.
CSAH being a party directly holding 4,528,431,323 A Shares of the Company as at the date of this announcement, is a connected person of the Company. If CSAH exercises its pre-emptive rights to subscribe for the A Share Convertible Bonds, the Possible Subscription for A Share Convertible Bonds will constitute a connected transaction under Chapter 14A of the Listing Rules and be subject to the requirements of reporting, announcement and the independent shareholders’ approval under the Listing Rules. All existing A Shareholders of the Company are entitled to pre-emptively subscribe for the A Share Convertible Bonds on a pro rata basis. No Shareholders can enjoy any privilege in the capacity of connected persons of the Company.
Mr. Wang Chang Shun, Mr. Ma Xu Lun, and Mr. Han Wen Sheng, were required to abstain from voting in the Board meeting in respect of the resolution to approve the Possible Subscription for A Share Convertible Bonds. All remaining four Directors who were entitled to vote, unanimously approved the above resolution. The format and procedure for passing the resolutions were in compliance with the Company Law of the PRC and the Articles of Association. Save for the above, no other Directors are interested or deemed to have material interests in the above transaction. In addition, no Directors have abstained from voting on other Board resolutions.
The Board expects that the Company will maintain sufficient public float to meet the applicable minimum requirement under the Listing Rules.
VII. EQUITY FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS
On 30 October 2019, the Board proposed to put forward to the extraordinary general meeting and the class meetings to approve and authorise the Board to issue not more than 2,453,434,457 new A Shares (including 2,453,434,457 A Shares) to CSAH (“2019 A Share Issuance”) at the A Share subscription price, and enter into the A Shares subscription agreement with CSAH, pursuant to which CSAH proposed to subscribe for not more than 2,453,434,457 new A Shares, the consideration of which shall be satisfied by cash. On the same day, the Board of the Company also proposed to put forward to the extraordinary general meeting to approve the connected transaction in relation to the issuance of not more than 613,358,614 new H Shares (including 613,358,614 H Shares) to Nan Lung (a wholly-owned subsidiary of CSAH) (“2019 H Share Issuance”) at the H Share subscription price and to enter into the H Shares Subscription Agreement with Nan Lung. The total funds to be raised from the aforesaid 2019 A Share Issuance would be not more than RMB16,800.00 million (including RMB16,800.00 million), which will be utilised in the procurement of aircraft and the repayment of the Company’s borrowings. The total funds to be raised from the aforesaid 2019 H Share Issuance would be not more than HK$3,500.00 million (including HK$3,500.00 million), which would be utilised to supplement the general working capital of the Company.
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Both of the 2019 A Share Issuance and the 2019 H Share Issuance were approved by the extraordinary general meeting and the respective class meetings on 27 December 2019. A total of 608,695,652 H Shares have been issued to Nan Lung at the issue price of HK$5.75 per H Share on 15 April 2020. On 24 April 2020, the Issuance Examination Committee of the CSRC reviewed the application for the 2019 A Share Issuance. According to the review results, the Company’s application for the 2019 A Share Issuance was approved. As at the date of this announcement, the Company has not received the written approval from the CSRC. The Company will issue a separate announcement upon receipt of the formal approval document from the CSRC.
Save as disclosed above, the Company has not conducted any fundraising activities involving the issuance of equity securities within 12 months immediately before the date of this announcement.
VIII. PRINCIPAL BUSINESS OF MAJOR PARTY TO THE TRANSACTION
The Company is principally engaged in the business of civil aviation and is an airline with the largest number of transport aircraft, the most developed route network and the largest annual passenger turnover in the PRC. By the end of 2019, the Company has operated a total of 862 passenger and cargo transport aircraft and served nearly 152 million passengers. The Company is ranked first in Asia and third in the world in terms of fleet scale and passenger turnover. The Company has maintained the best safety record among Chinese airlines. The Company was awarded “Two-Star Diamond Award for Flight Safety”, the top award for flight safety from the General Administration of Civil Aviation of China, in June 2018 and has been an airlines with the highest safety star in China.
CSAH is a state-owned enterprise established in the PRC. It is the controlling Shareholder of the Company.
IX. INDEPENDENT OPINION REGARDING THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS FROM THE INDEPENDENT NON-EXECUTIVE DIRECTORS
Upon review, the Independent non-executive Directors consider the Company satisfies all conditions in issuing A share convertible corporate bonds. The price determination mechanism of the Proposed Issuance of A Share Convertible Bonds is fair, equal and compliant with the Company Law and other laws, regulations and normative documents, is in line with the Company’s strategic development requirements, and is beneficial to further enhancing the Company’s core competitiveness and ability to develop sustainably.
The Company’s planned use of proceeds from the Proposed Issuance of A Share Convertible Bonds complies with the relevant industrial policies of the country and the relevant provisions of the “Guidance on the Supervision of Listed Companies No. 2-Regulatory Requirements for the Management and Use of Raised Funds of Listed Companies” (《上市公司監管指引第2號—上市公司募集資金管理和使用的監管要求》) and the “Measures for the Administration of Raised Capital of Listed Companies on the Shanghai Stock Exchange” (《上海證券交易所上市公司募集資金管理辦法》), is conducive to improving the Company’s comprehensive operating capacity, in line with the interests of all Shareholders.
The Company’s “Report on the Use of Funds Raised by China Southern Airlines Company Limited as of April 30, 2020” prepared by the Company is true, accurate, and complete. There are no false records, misleading statements, and major omissions, it is compliant with relevant requirements of CSRC, the Shanghai Stock Exchange and other relevant laws and regulations on the storage and use of raised funds, and there is no violation of the storage and use of raised funds.
The Company has formulated practical and feasible measures to mitigate the dilution risk of immediate returns of the Proposed Issuance of A Share Convertible Bonds, which is conducive to enhancing the Company’s business scale and efficiency; at the same time, the Company’s controlling Shareholders and all directors and senior management personnel of the company legally comply with the content of their commitment to fulfil the remedial measures, which is conducive to protecting the interests of all Shareholders, especially the legitimate rights and interests of minority Shareholders.
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The “Rules for A Share Convertible Bond Holders’ Meetings” formulated by the Company complies with the relevant laws and regulations, and does not infringe the interests of minority Shareholders, and is in line with the Company’s and all Shareholders’ interest.
The Possible Subscription for A Share Convertible Bonds by CSAH is conducive to boosting market confidence and protecting the interests of the Company and the minority Shareholders.
Connected Directors have abstained from voting in the Board meeting considering the Proposed Issuance of A Share Convertible Bonds. The procedures for convening the Board meeting and voting were in compliance with the relevant laws and regulations and the Articles of Association. The resolutions formed were legal, valid, and did not involve any action which harms the interests of the Company and all its Shareholders.
X. AGM AND CLASS MEETINGS
AGM and Class Meetings will be convened by the Company to consider and, if thought fit, approve, among others, the resolutions on the Proposed Issuance of A Share Convertible Bonds and the Possible Subscription for A Share Convertible Bonds.
The Independent Board Committee comprising all independent non-executive Directors has been established to advise the Independent Shareholders on the Possible Subscription for A Share Convertible Bonds. TUS Corporate Finance Limited, a licensed corporation licensed to carry out Type 1(dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, has been appointed as the independent financial adviser in accordance with the Listing Rules to advise the Independent Board Committee and the Independent Shareholders on the Possible Subscription for A Share Convertible Bonds.
In respect of the proposed resolution to approve the Possible Subscription for A Share Convertible Bonds, CSAH and its associates, who are directly and indirectly holding an aggregate of 6,808,414,900 Shares (representing approximately 52.88% of the issued share capital of the Company) as at the date of this announcement, are required to abstain from voting at the AGM. In respect of all the proposed resolutions in the class meeting for holders of H Shares, Nan Lung and Perfect Lines (Hong Kong) Limited, who are holding an aggregate of 2,279,983,577 H Shares (representing approximately 53.33% of the total issued H Shares) as at the date of this announcement, are required to abstain from voting at the class meeting for holders of H Shares.
Save as disclosed above, to the best of the Directors’ knowledge, information and belief, none of the other Shareholders has any material interest in the Possible Subscription for A Share Convertible Bonds and therefore will be required to abstain from voting on the resolution approving the Possible Subscription for A Share Convertible Bonds at the AGM and the Class Meetings. In addition, to the best of the Directors’ knowledge, information and belief, none of the other Shareholders will be required to abstain from voting on the other resolutions.
A circular containing, among others, the details of the Proposed Issuance of A Share Convertible Bonds and the Possible Subscription for A Share Convertible Bonds will be despatched to Shareholders as soon as practicable and within 15 business days after the publication of this announcement.
Investors should be aware that the Proposed Issuance of A Share Convertible Bonds is subject to: (i) approvals of Shareholders at the AGM and the Class Meetings; and (ii) approvals from CSRC and other relevant authorities. As the Proposed Issuance of A Share Convertible Bonds is still subject to the fulfilment of various conditions thereof, the Proposed Issuance of A Share Convertible Bonds may not proceed or may not become unconditional or may not become effective. Investors and potential investors in Shares of the Company should exercise caution and only rely on the information issued by the Company when dealing, or contemplate dealing, in the Shares.
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DEFINITIONS
In this announcement, the following words have the following meanings unless the context requires otherwise:
| “AGM” | the 2019 annual general meeting of the Company to be held on Tuesday, 30 June 2020 for the purpose of, among other, approving the Proposed Issuance of A Share Convertible Bonds and the Possible Subscription for A Share Convertibles Bonds by CSAH | |
| “Annual Interest” | the interest accrued to the A Share Convertible Bond Holders in each year on each anniversary of the date of issuance of the A Share Convertible Bonds, calculated based on the aggregate nominal value of the A Share Convertible Bonds | |
| “Articles of Association” | the articles of association of the Company, as amended from time to time | |
| “A Share(s)” | A Share(s) of RMB1.00 each in the capital of the Company | |
| “A Share Convertible Bond Holder(s)” | holder(s) of A Share Convertible Bonds proposed to be issued by the Company | |
| “A Share Convertible Bond Issuance Plan” | the A Share Convertible Bond issuance plan of the Company to be considered and, if thought fit, approved at the AGM and the Class Meetings, details of which are set out in this announcement | |
| “A Share Convertible Bonds” | the convertible corporate bonds in the total amount of not more than RMB16 billion (including RMB16 billion) which are convertible into new A Shares and proposed to be issued by the Company within the PRC | |
| “A Shareholder(s)” | the holder(s) of the A Share(s) of the Company | |
| “associate(s)” | has the meaning assigned to it under the Listing Rules | |
| “Board” | the board of Directors | |
| “Class Meetings” | the class meeting for holders of A Shares to be held immediately after conclusion of the AGM and the class meeting for holders of H Shares to be held immediately after the conclusion of the said class meeting of the holders of A Shares for the purpose of, among others, approving the Proposed Issuance of A Share Convertible Bonds | |
| “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 | |
| “Company Law” | the Company Law of the People’s Republic of China (《中華人民共和國公司法》), as amended from time to time | |
| “connected person(s)” | has the meaning assigned to it under the Listing Rules | |
| “CSAH” | China Southern Air Holding Limited Company, a state-owned enterprise established under the laws of the PRC and the controlling Shareholder | |
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| “CSRC” | China Securities Regulatory Commission | |
| “Director(s)” | the director(s) of the Company | |
| “Hong Kong” | the Hong Kong Special Administrative Region of the PRC | |
| “H Share(s)” | H Share(s) of RMB1.00 each in the capital of the Company | |
| “Independent Board Committee” | the independent committee of the Company that consists of all independent non-executive Directors formed to advise the Independent Shareholders in respect of the Possible Subscription for A Share Convertibles Bonds by CSAH | |
| “Independent Shareholders” | the Shareholders, other than CSAH and its associates | |
| “Listing Rules” | the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended from time to time | |
| “Nan Lung” | Nan Lung Holding Limited, a wholly-owned subsidiary of CSAH | |
| “Offering Document” | Offering Document of the Public issuance of A Share Convertible Bonds by China Southern Airlines Company Limited | |
| “Possible Subscription for A Share Convertible Bonds” | CSAH may exercise the pre-emptive rights to subscribe for the A Share Convertible Bonds under the A Share Convertible Bond Issuance Plan, the specific subscription amount and conversion price on the exercise of the pre-emptive rights shall be subject to the determination made by the Board as authorised by the AGM, based on the market conditions before the issuance | |
| “PRC” | the People’s Republic of China (for the purposes of this announcement excluding Hong Kong, Macau Special Administrative Region of the People’s Republic of China and Taiwan) | |
| “Proposed Issuance of A Share Convertible Bonds” | the issuance of A Share Convertible Bonds proposed by the Company according to the A Share Convertible Bond Issuance Plan | |
| “RMB” | Renminbi, the lawful currency of the PRC | |
| “Securities Laws” | Securities Laws of the People’s Republic of China, as amended from time to time | |
| “SFO” | Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time | |
| “Share(s)” | share of RMB1.00 each in the capital of the Company | |
| “Shareholder(s)” | the holder(s) of the Share(s) of the Company | |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited | |
| “%” | percent | |
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By order of the Board
China Southern Airlines Company Limited
Xie Bing
Company Secretary
Guangzhou, PRC
14 May 2020
As at the date of this announcement, the Directors include Wang Chang Shun, Ma Xu Lun and Han Wen Sheng as executive Directors; and Zheng Fan, Gu Hui Zhong, Tan Jin Song and Jiao Shu Ge as independent non-executive Directors.
17
Exhibit 99.4
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.
NOTICE OF CLASS MEETING FOR HOLDERS OF H SHARES
NOTICE IS HEREBY GIVEN that the 2020 first class meeting for holders of H shares (“H Shares”) of China Southern Airlines Company Limited (the “Company”) will be held at No. 3301 Conference Room, 33th Floor, China Southern Airlines Building, No. 68 Qixin Road, Bai Yun District, Guangzhou, Guangdong Province, the PRC on Tuesday, 30 June 2020 immediately after the conclusion of the annual general meeting (which will be held at 9:00 a.m. at the same venue) and the 2020 first class meeting for holders of A Shares (which will be held immediately after the conclusion of the annual general meeting at the same venue) for the purpose of considering, if thought fit, to approve the following resolutions:
AS SPECIAL RESOLUTIONS
To consider and, if thought fit, approve the following resolutions as special resolutions:
| 1.0 | the proposal on the public issuance of A share convertible bonds by the Company; |
| 1.1 | Type of securities to be issued |
| 1.2 | Size of issuance |
| 1.3 | Par value and issue price |
| 1.4 | Term |
| 1.5 | Interest rate |
| 1.6 | Method and timing of interest payment and repayment of principal |
| 1.7 | Conversion period |
| 1.8 | Determination and adjustment of the conversion price |
- 1 -
| 1.9 | Terms of downward adjustment to the conversion price |
| 1.10 | Method for determining the number of shares for conversion |
| 1.11 | Terms of redemption |
| 1.12 | Terms of sale back |
| 1.13 | Attribution of dividend in the year of conversion |
| 1.14 | Method of issuance and targeted subscribers |
| 1.15 | Subscription arrangement for the existing A shareholders |
| 1.16 | Matters relating to A share convertible bond holders’ meetings |
| 1.17 | Use of proceeds |
| 1.18 | Guarantee and security |
| 1.19 | Deposit account for proceeds raised |
| 1.20 | Ratings |
| 1.21 | Validity period of the proposal on the issuance of A share convertible bonds |
| 2. | the preliminary plan of the proposed issuance of A share convertible bonds; |
| 3. | the proposal to general meeting to authorize the board of directors of the Company and its authorised persons to manage the matters relating to the proposed public issuance of A share convertible bonds; |
A circular containing details of the resolutions set out above will be dispatched to the shareholders of the Company in due course.
| By Order of the Board of CHINA SOUTHERN AIRLINES COMPANY LIMITED Xie Bing Company Secretary |
Guangzhou, the People’s Republic of China
15 May 2020
- 2 -
As at the date of this notice, the Directors include Wang Chang Shun, Ma Xu Lun and Han Wen Sheng as executive Directors; and Zheng Fan, Gu Hui Zhong, Tan Jin Song and Jiao Shu Ge as independent non-executive Directors.
Notes:
| 1. | Persons who are entitled to attend the 2020 first class meeting for holders of H Shares |
| a. | Holders of the H Shares whose names appear on the register of holders of H Shares of the Company, respectively, on Friday, 29 May 2020 (“Eligible Shareholders”) or their representatives are entitled to attend the 2020 first class meeting for holders of H Shares after completion of the required registration procedures in accordance with Note 2 “Registration procedures for attending the 2020 first class meeting for holders of H Shares”. 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 2020 first class meeting for holders of H Shares |
| a. | Eligible Shareholders who intend to attend the 2020 first class meeting for holders of H Shares either in person or by proxy must deliver to the Company on or before Tuesday, 9 June 2020, 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 2020 first class meeting for holders of H Shares as Attachment A. |
| b. | When attending the 2020 first class meeting for holders of H Shares, individual Eligible Shareholder or his/her proxy shall bring along his/her identity card. The legal representative of a corporate Eligible Shareholder attending the 2020 first class meeting for holders of H Shares 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 2020 first class meeting for holders of H Shares 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 Thursday, 28 May 2020. |
| d. | 29 May 2020 to 30 June 2020 (both days inclusive), during which period no transfer of H Shares will be registered. |
| 3. | Proxies |
| a. | An Eligible Shareholder has the right to appoint one or more proxies to attend the 2020 first class meeting for holders of H Shares 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. |
- 3 -
| b. | A proxy must be appointed by an Eligible Shareholder or his/her attorney by way of a form of proxy for the 2020 first class meeting for holders of H Shares, which is attached to the notice of 2020 first class meeting for holders of H Shares 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 H Shares, the notarised power of attorney or other authorisation document(s), together with the completed form of proxy for the 2020 first class meeting for holders of H Shares, must be lodged with Hong Kong Registrars Limited within the same period of time. |
| 4. | Important notice in relation to pandemic prevention and control |
In the event that the containment of the novel coronavirus pneumonia pandemic is still ongoing at the time of the 2020 first class meeting for holders of H Shares, in order to cooperate with the prevention and control of the pandemic so as to safeguard the health and safety of the shareholders and the participants of the meeting, at the same time ensuring that the shareholders may exercise their respective shareholders’ rights, the Company recommends holders of the H Shares and their proxies intending to attend the 2020 first class meeting for holders of H Shares to vote by completing and submitting the proxy form, i.e. to indicate how you wish your votes to be casted in the proxy form, and appoint the Chairman of the 2020 first class meeting for holders of H Shares as your proxy to vote on your behalf on site.
In case holders of the H Shares or their proxies choose to attend the meeting in person by then, they must comply with the policies and requirements regarding the containment of novel coronavirus pneumonia pandemic. On the way to, from and at the venue of the 2020 first class meeting for holders of H Shares, please adopt proper personal preventive measures. Upon arrival at the venue of the 2020 first class meeting for holders of H Shares, please follow the arrangement and guidance of the staff and cooperate with the pandemic prevention and control requirements including, among others, attendee registration, temperature check and wearing of masks.
- 4 -
| 5. | Miscellaneous |
| a. | The 2020 first class meeting for holders of H Shares 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: China Southern Airlines Building, |
68 Qixin Road, Baiyun District,
Guangzhou (Postcode 510403)
Telephone No.: (+86) 20-8611 2480
Facsimile No.: (+86) 20-8665 9040 Website: www.csair.com
Contact person: Mr. Xiao
| 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 2020 first class meeting for holders of H Shares shall be voted by poll. |
- 5 -
Exhibit 99.5
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.
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. 3301 Conference Room, 33th Floor, China Southern Airlines Building, No. 68 Qixin Road, Bai Yun District, Guangzhou, Guangdong Province, the PRC on Tuesday, 30 June 2020 at 9:00 a.m. for the purpose of considering, if thought fit, to approve the following resolutions:
AS ORDINARY RESOLUTIONS
To consider and, if thought fit, approve the following resolutions as ordinary resolutions:
| 1. | the Report of the Directors of the Company for the year 2019; |
| 2. | the Report of the Supervisory Committee of the Company for the year 2019; |
| 3. | the audited consolidated financial statements of the Company for the year 2019; |
| 4. | the profit distribution proposal for the year 2019; |
The Company distributed cash dividends of totally RMB1.622 billion in 2017 and 2018, accounting for more than 40% of the annual average distributable profits attributable to shareholders of the Company realized in 2017 to 2019, which is higher than the requirement stipulated under the relevant regulations for listed companies and the articles of association of the Company, that is “the cumulative profit distributed in cash in the last three years shall not be less than 30% of the annual average distributable profits realized by the Company in those three years”.
- 1 -
The Company’s non-public issuance of A shares and H shares, which was approved at the extraordinary general meeting and class meetings convened by the Company on 27 December 2019. According to the relevant regulations of the China Securities Regulatory Commission, securities cannot be issued before the completion of the implementation of profit distribution. As the distribution of cash dividends of the Company in the past three years complied with the regulations, in view of the strategic significance of the non-public issuance to the Company and in order to ensure the smooth progress of the project, after comprehensive consideration of the Company’s long term development and the interests of all shareholders of the Company, the Board did not recommend any payment of final cash dividend and conversion of capital reserve to share capital of the Company for the year ended 31 December 2019. The retained undistributed profits will be used to supplement the Company’s working capital to meet the development needs of the Company’s principal business activity.
| 5. | the re-appointment of external auditor; |
To re-appoint KPMG Huazhen (Special General Partnership) to provide professional services to the Company for its domestic financial reporting and internal control reporting, U.S. financial reporting and internal control of financial reporting for the year 2020 and to re-appoint KPMG to provide professional services to the Company for its Hong Kong financial reporting for the year 2020, and to propose to the general meeting to authorise the Board to determine their remuneration based on actual work done;
| 6. | to authorize Xiamen Airlines Company Limited to provide guarantees to its four holding subsidiaries; |
| 7. | to authorize the Company and its holding subsidiaries to respectively provide guarantees to their special purpose vehicles. |
AS SPECIAL RESOLUTIONS
To consider and, if thought fit, approve the following resolutions as special resolutions:
| 8. | THAT |
| (A) | the authorisation of the board of directors (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; |
- 2 -
| (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 determine the specific debt financing instruments and issuance plan, and to issue, in one or multiple tranche(s), debt financing instruments within the permissible size for debt issuance in accordance with the provisions of the applicable laws and regulations. |
AS ORDINARY RESOLUTION
To consider and, if thought fit, approve the following resolution as ordinary resolution:
| 10. | the satisfaction by the Company of the conditions of the public issuance of A share convertible bonds; |
- 3 -
AS SPECIAL RESOLUTIONS
To consider and, if thought fit, approve the following resolutions as special resolutions:
| 11.0 | the proposal on the public issuance of A share convertible bonds by the Company; |
| 11.1 | Type of securities to be issued |
| 11.2 | Size of issuance |
| 11.3 | Par value and issue price |
| 11.4 | Term |
| 11.5 | Interest rate |
| 11.6 | Method and timing of interest payment and repayment of principal |
| 11.7 | Conversion period |
| 11.8 | Determination and adjustment of the conversion price |
| 11.9 | Terms of downward adjustment to the conversion price |
| 11.10 | Method for determining the number of shares for conversion |
| 11.11 | Terms of redemption |
| 11.12 | Terms of sale back |
| 11.13 | Attribution of dividend in the year of conversion |
| 11.14 | Method of issuance and targeted subscribers |
| 11.15 | Subscription arrangement for the existing A shareholders |
| 11.16 | Matters relating to A share convertible bond holders’ meetings |
| 11.17 | Use of proceeds |
| 11.18 | Guarantee and security |
| 11.19 | Deposit account for proceeds raised |
| 11.20 | Ratings |
| 11.21 | Validity period of the proposal on the issuance of A share convertible bonds |
| 12. | the preliminary plan of the proposed issuance of A share convertible bonds; |
- 4 -
AS ORDINARY RESOLUTIONS
To consider and, if thought fit, approve the following resolutions as ordinary resolutions:
| 13. | the feasibility report on the use of proceeds raised from the proposed public issuance of A share convertible bonds; |
| 14. | the report on the use of previously raised proceeds; |
| 15. | the risk notifications on the dilution of immediate returns by the proposed public issuance of A share convertible bonds and the remedial measures to be adopted by the Company and undertakings from relevant entities; |
AS SPECIAL RESOLUTION
To consider and, if thought fit, approve the following resolution as special resolution:
| 16. | the proposal to general meeting to authorize the board of directors of the Company and its authorised persons to manage the matters relating to the proposed public issuance of A share convertible bonds; |
AS ORDINARY RESOLUTIONS
To consider and, if thought fit, approve the following resolutions as ordinary resolutions:
| 17. | the rules for A share convertible bond holders’ meeting; |
| 18. | the possible pre-emptive subscription for the proposed public issuance of A share convertible bonds by the controlling shareholder. |
A circular containing details of the resolutions set out above will be dispatched to the shareholders of the Company in due course.
By Order of the Board of
CHINA SOUTHERN AIRLINES COMPANY LIMITED
Xie Bing
Company Secretary
Guangzhou, the People’s Republic of China 15 May 2020
As at the date of this notice, the Directors include Wang Chang Shun, Ma Xu Lun and Han Wen Sheng as executive Directors; and Zheng Fan, Gu Hui Zhong, Tan Jin Song and Jiao Shu Ge as independent non-executive Directors.
- 5 -
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, on Friday, 29 May 2020 (“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 Tuesday, 9 June 2020, 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 Thursday, 28 May 2020. |
| d. | 29 May 2020 to 30 June 2020 (both days inclusive), during which period no transfer of H Shares will be registered. |
| 3. | Proxies |
| 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. |
- 6 -
| 4. | Important notice in relation to pandemic prevention and control |
In the event that the containment of the novel coronavirus pneumonia pandemic is still ongoing at the time of the AGM, in order to cooperate with the prevention and control of the pandemic so as to safeguard the health and safety of the shareholders and the participants of the meeting, at the same time ensuring that the shareholders may exercise their respective shareholders’ rights, the Company recommends holders of the H Shares and their proxies intending to attend the AGM to vote by completing and submitting the proxy form, i.e. to indicate how you wish your votes to be casted in the proxy form, and appoint the Chairman of the AGM as your proxy to vote on your behalf on site.
In case holders of the H Shares or their proxies choose to attend the meeting in person by then, they must comply with the policies and requirements regarding the containment of novel coronavirus pneumonia pandemic. On the way to, from and at the venue of the AGM, please adopt proper personal preventive measures. Upon arrival at the venue of the AGM, please follow the arrangement and guidance of the staff and cooperate with the pandemic prevention and control requirements including, among others, attendee registration, temperature check and wearing of masks.
| 5. | Miscellaneous |
| a. | The AGM are 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: |
China Southern Airlines Building,
68 Qixin Road, Baiyun District,
Guangzhou (Postcode 510403)
Telephone No.: (+86) 20-8611 2480
Facsimile No.: (+86) 20-8665 9040
Website: www.csair.com
Contact person: Mr. Xiao
| 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. |
- 7 -
Exhibit 99.6
Attachment A
Reply Slip for 2020 First Class Meeting for Holders of H Shares
To: China Southern Airlines Company Limited
I/we intend to attend (in person/by proxy) the 2020 First Class Meeting for Holders of H Shares of the Company to be held on Tuesday, 30 June 2020.
| Name2 |
| Number of ordinary shares registered in my name3 |
| Identity card/passport number1, 4 |
| Share account number |
| Mailing address |
| Telephone number |
|
Signature5: |
Date: |
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 organisation, then this reply slip must be sealed with the common seal of such company or organisation or under hand by any directors or agents duly appointed by such company or organisation. |
Exhibit 99.7
Attachment B
| The number of H Shares to which this proxy form relates1 |
Form of Proxy for 2020 First Class Meeting for Holders of H Shares
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 2020 first class meeting for holders of H shares (the “Class Meeting”) of China Southern Airlines Company Limited (the “Company”) to be held at the No. 3301 Conference Room, 33/F, China Southern Air Building, No. 68 Qixin Road, Baiyun District, Guangzhou, PRC on Tuesday, 30 June 2020 immediately after the conclusion of the annual general meeting (which will be held at 9:00 a.m. at the same venue) and the 2020 first class meeting of holders of A shares of the Company (which will be held immediately after the conclusion of the annual general meeting at the same venue) and to act and vote on my/our behalf at the Class Meeting in respect of the resolutions listed below, in accordance with my/our instructions below5.
| Special Resolutions |
For5 | Against5 | Abstain5 | |||||||||||
| 1.00 | The proposal on the public issuance of A share convertible bonds by the Company | |||||||||||||
| 1.01 | Type of securities to be issued | |||||||||||||
| 1.02 | Size of issuance | |||||||||||||
| 1.03 | Par value and issue price | |||||||||||||
| 1.04 | Term | |||||||||||||
| 1.05 | Interest rate | |||||||||||||
| 1.06 | Method and timing of interest payment and repayment of principal | |||||||||||||
| 1.07 | Conversion period | |||||||||||||
| 1.08 | Determination and adjustment of the conversion price | |||||||||||||
| 1.09 | Terms of downward adjustment to the conversion price | |||||||||||||
| 1.10 | Method for determining the number of shares for conversion | |||||||||||||
| 1.11 | Terms of redemption | |||||||||||||
| 1.12 | Terms of sale back | |||||||||||||
| 1.13 | Attribution of dividend in the year of conversion | |||||||||||||
| 1.14 | Method of issuance and targeted subscribers | |||||||||||||
| 1.15 | Subscription arrangement for the existing A shareholders | |||||||||||||
| 1.16 | Matters relating to A share convertible bond holders’ meetings | |||||||||||||
| 1.17 | Use of proceeds | |||||||||||||
| 1.18 | Guarantee and security | |||||||||||||
| 1.19 | Deposit account for proceeds raised | |||||||||||||
| 1.20 | Ratings | |||||||||||||
| 1.21 | Validity period of the proposal on the issuance of A share convertible bonds | |||||||||||||
| 2. | The preliminary plan of the proposed issuance of A share convertible bonds | |||||||||||||
| 3. | The proposal to general meeting to authorize the board of directors of the Company and its authorised persons to manage the matters relating to the proposed public issuance of A share convertible bonds | |||||||||||||
| Signature7: | Date: |
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 Class Meeting 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 “✓” in the box marked “FOR” or if you wish to vote against any of the resolutions, please insert a “✓” in the box marked “AGAINST”; or if you wish to abstain from voting for or against the resolution, please insert a “✓” 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 Class Meeting other than those referred to in the notice convening the Class Meeting. 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 organisation, 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 organisation. |
| 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 Class Meeting. |
| 8. | A proxy, on behalf of the shareholder, attending Class Meeting 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 organisation, 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 authorisation. |
| 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 Class Meeting 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 Class Meeting or any adjourned Class Meeting should you so wish. |
Exhibit 99.8
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. 3301 Conference Room, 33th Floor, China Southern Airlines Building, No. 68 Qixin Road, Bai Yun District, Guangzhou, Guangdong Province, the PRC at 9:00 a.m., on Tuesday, 30 June 2020 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. | The Report of the Directors of the Company for the year 2019 | |||||||||||||
| 2. | The Report of the Supervisory Committee of the Company for the year 2019 | |||||||||||||
| 3. | The audited consolidated financial statements of the Company for the year 2019 | |||||||||||||
| 4. | The profit distribution proposal of the Company for the year 2019 | |||||||||||||
| 5. | The the re-appointment of external auditor | |||||||||||||
| 6. | To authorize Xiamen Airlines Company Limited to provide guarantees to its four holding subsidiaries | |||||||||||||
| 7. | To authorise the Company and its holding subsidiaries to respectively provide guarantees to their special purpose vehicles | |||||||||||||
| Special Resolutions |
For5 | Against5 | Abstain5 | |||||||||||
| 8. | The proposal to general meeting to authorize the board of directors of the Company to issue shares under the general mandate | |||||||||||||
| 9. | The proposal to general meeting to authorize the board of directors of the Company to issue the debt financing instruments under the general mandate | |||||||||||||
| Ordinary Resolution |
For5 | Against5 | Abstain5 | |||||||||||
| 10. | The satisfaction by the Company of the conditions of the public issuance of A share convertible bonds | |||||||||||||
| Special Resolutions |
For5 | Against5 | Abstain5 | |||||||||||
| 11.00 | The proposal on the public issuance of A share convertible bonds by the Company | |||||||||||||
| 11.01 | Type of securities to be issued | |||||||||||||
| 11.02 | Size of issuance | |||||||||||||
| 11.03 | Par value and issue price | |||||||||||||
| 11.04 | Term | |||||||||||||
| 11.05 | Interest rate | |||||||||||||
| 11.06 | Method and timing of interest payment and repayment of principal | |||||||||||||
| 11.07 | Conversion period | |||||||||||||
| 11.08 | Determination and adjustment of the conversion price | |||||||||||||
| 11.09 | Terms of downward adjustment to the conversion price | |||||||||||||
| 11.10 | Method for determining the number of shares for conversion | |||||||||||||
| 11.11 | Terms of redemption | |||||||||||||
| 11.12 | Terms of sale back | |||||||||||||
| 11.13 | Attribution of dividend in the year of conversion | |||||||||||||
| 11.14 | Method of issuance and targeted subscribers | |||||||||||||
| 11.15 | Subscription arrangement for the existing A shareholders | |||||||||||||
| 11.16 | Matters relating to A share convertible bond holders’ meetings | |||||||||||||
| 11.17 | Use of proceeds | |||||||||||||
| 11.18 | Guarantee and security | |||||||||||||
| 11.19 | Deposit account for proceeds raised | |||||||||||||
| 11.20 | Ratings | |||||||||||||
| 11.21 | Validity period of the proposal on the issuance of A share convertible bonds | |||||||||||||
| 12. | The preliminary plan of the proposed issuance of A share convertible bonds | |||||||||||||
| Ordinary Resolutions |
For5 | Against5 | Abstain5 | |||||||||||
| 13. | The feasibility report on the use of proceeds raised from the proposed public issuance of A share convertible bonds | |||||||||||||
| 14. | The report on the use of previously raised proceeds | |||||||||||||
| 15. | The risk notifications on the dilution of immediate returns by the proposed public issuance of A share convertible bonds and the remedial measures to be adopted by the Company and undertakings from relevant entities | |||||||||||||
| Special Resolution |
For5 | Against5 | Abstain5 | |||||||||||
| 16. | The proposal to general meeting to authorize the board of directors of the Company and its authorised persons to manage the matters relating to the proposed public issuance of A share convertible bonds | |||||||||||||
| Ordinary Resolutions |
For5 | Against5 | Abstain5 | |||||||||||
| 17. | The rules for A share convertible bond holders’ meeting | |||||||||||||
| 18. | The possible pre-emptive subscription for the proposed public issuance of A share convertible bonds by the controlling shareholder | |||||||||||||
| Signature7: | Date: |
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 “✓” in the box marked “FOR” or if you wish to vote against any of the resolutions, please insert a “✓” in the box marked “AGAINST”; or if you wish to abstain from voting for or against the resolution, please insert a “✓” 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 99.9
(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 2020
Dear Non-registered Holders(1),
China Southern Airlines Company Limited (the “Company”)
— Notice of Publication of Notice of Annual General Meeting and Notice of Class Meeting (“Current Corporate Communications”)
The English and Chinese versions of the Company Current Corporate Communications are available on the Company’s website at www.csair.com and the HKEXnews’ website at www.hkexnews.hk. You may access the Current Corporate Communications by clicking “Investor Relations” on the home page of the Company’s website, then selecting “Announcement and Circular” 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 Wang Chang Shun 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」）
— 股東週年大會通告及類別股東大會通告（「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「公告及通函」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 王昌順 董事長 謹啟 |
| 2020 | 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。 |
| + | CCS7539 | CSAH_NRH | + | |||
| 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 ï€ | 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，希望收到公司通訊文件）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 t o 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文件， 直至 閣下通知本公司於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 instructions 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 the auditor s’ 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財務摘要報告 (如適用)；(b)中期報告及中期摘要報告(如適用)；(c)會議通 告；(d)上市文件；(e)通函；及(f)委任代表表格。
| Mailing Label 郵寄標籤 | Please cut the mailing label and stick it on an envelope | Get in touch with us 與我們聯繫 | ||
| Computershare Hong Kong Investor Services Limited | to return this Request Form to us. | Send us an enquiry 垂詢 | ||
| No postage is necessary if posted in Hong Kong. | Rate our service 評價 | |||
| 香港中央證券登記有限公司 | Lodge a complaint 投訴 | |||
| 當 閣下寄回本申請表格時，請將郵寄標籤剪貼於信封上。 | Contact Us 聯繫我們 | |||
| Freepost No. 簡便回郵號碼：37 Hong Kong 香港 |
如在本港投寄， 閣下無需支付郵費或貼上郵票。  | www.computershare.com/hk/contact |
Exhibit 99.10
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 Tuesday, 30 June 2020.
| Name2 |
| Number of ordinary shares registered in my name3 |
| Identity card/passport number1, 4 |
| Share account number |
| Mailing address |
| Telephone number |
| Signature5: | Date: |
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. |