6-K

CHINA SOUTHERN AIRLINES CO LTD (CHKIF)

6-K 2021-05-28 For: 2021-05-28
View Original
Added on April 06, 2026

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 6-K

Report ofForeign Private Issuer

Pursuant to Rule 13a-16 or15d-16 of

the Securities Exchange Act of 1934

May 28, 2021

CHINASOUTHERN 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 27, 2021 on the Hong Kong Stock Exchange’s website at:

https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0527/2021052700454.pdf, in relation to the circular on (1) authorisation to Xiamen Airlines Company Limited on the provision of guarantees to its subsidiaries and (2) supplemental notice of annual general meeting;

https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0527/2021052700497.pdf, in relation to the supplemental notice of annual general meeting;

https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0527/2021052700521.pdf, in relation to the second form of proxy for annual general meeting; and

https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0527/2021052700539.pdf, in relation to the notification letter.

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 28, 2021

EX-99.1

Exhibit 99.1

THIS CIRCULAR IS IMPORTANT ANDREQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares of China Southern Airlines Company Limited, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this circular.

LOGO

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

LOGO

(Stock Code: 1055)

(1) AUTHORISATION TO XIAMEN AIRLINES COMPANY LIMITED

ON THE PROVISION OF GUARANTEES TO ITS SUBSIDIARIES

AND

(2) SUPPLEMENTALNOTICE OF ANNUAL GENERAL MEETING

A supplemental notice setting out the additional resolution to be resolved at the AGM to be held at 9:30 a.m. on Wednesday, 30 June 2021 at No. 3301 Conference Room, 33th Floor, China Southern Airlines Building, No. 68 Qixin Road, Bai Yun District, Guangzhou, Guangdong Province, the PRC is set out on pages 12 to 13 of this circular. Whether or not you intend to be present at the AGM, you are requested to complete the accompanying second form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company in Hong Kong, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, no later than 24 hours before the time fixed for holding the AGM or any adjournment thereof. Completion and return of the second form of proxy will not prevent you from attending and voting at the AGM or any adjournment thereof if you so wish.

28 May 2021

CONTENTS

page
DEFINITIONS 1
LETTER FROM THE 3
SUPPLEMENTAL NOTICE OF AGM 12
  • i -
DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions havethe following meanings:

“A Share(s)” A Share(s) of RMB1.00 each in the capital of the Company
“AGM” an annual general meeting of the Company to be convened at 9:30 a.m. on Wednesday, 30 June 2021
“Articles of Association” the articles of association of the Company, as amended from time to time
“Board” the board of directors of the Company
“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<br>Exchange, Inc., respectively
“Directors” the directors of the Company
“Group” the Company and its subsidiaries
“H Share(s)” H Share(s) of RMB1.00 each in the capital of the Company
“Hebei Airlines” Hebei Airlines Company Limited, a limited liability company incorporated under the laws of the PRC and a wholly-owned subsidiary of Xiamen Airlines as at the Latest Practicable Date
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Jiangxi Airlines” Jiangxi Airlines Company Limited, a limited liability company incorporated under the laws of the PRC and a majority-held subsidiary of Xiamen Airlines as at the Latest Practicable Date
“Latest Practicable Date” 26 May 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
“Listing Rules” The Rules Governing the Listing of Securities on The Stock Exchange
“PRC” or “China” the People’s Republic of China, for the purpose of this circular only, excludes Hong Kong, the Macau Special Administrative Region and Taiwan
  • 1 -
DEFINITIONS
“Authorisation on the Provision of Guarantees” the authorization by the AGM to Xiamen Airlines on the provision of guarantees to Hebei Airlines, Xiamen Airlines Finance, Xiamen Airlines Lease and Jiangxi Airlines
--- ---
“RMB” Renminbi, the lawful currency of the PRC
“Shareholders” the holders of the Shares
“Shares” collectively, A Shares and H Shares
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“Xiamen Airlines” Xiamen Airlines Company Limited, a limited liability company incorporated under the laws of the PRC and a majority-held subsidiary of the Company as at the Latest Practicable Date
“Xiamen Airlines Finance” Xiamen Airlines Finance (Hong Kong) Company Limited, a limited liability company incorporated under the laws of Hong Kong and a wholly-owned subsidiary of Xiamen Airlines as at the Latest Practicable Date
“Xiamen Airlines Lease” Xiamen Airlines Finance Lease Company Limited, a limited liability company incorporated under the laws of the PRC and a wholly-owned subsidiary of Xiamen Airlines as at the Latest Practicable Date
  • 2 -
LETTER FROM THE BOARD

LOGO

(Stock Code: 1055)

Directors: Registered address:
Unit 301, 3/F, Office Tower
Executive Directors:<br> <br>Ma Xu Lun<br>(Chairman and President)<br> <br>Han Wen Sheng Guanhao Science Park Phase I<br> <br>12 Yuyan Street,<br>Huangpu District<br> <br>Guangzhou
PRC 510530
Independent Non-Executive Directors:
Liu Chang Le
Gu Hui Zhong
Guo Wei
Yan Andrew Y
Supervisors:
Li Jia Shi (Chairman of the Supervisory Committee)
Mao Juan
Lin Xiao Chun
28 May 2021

To the Shareholders

Dear Sir or Madam,

(1) AUTHORISATION TOXIAMEN AIRLINES COMPANY LIMITED ON THE

PROVISION OF GUARANTEES TO ITS SUBSIDIARIES

AND

(2) SUPPLEMENTALNOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement of the Company dated 26 May 2021 in relation to the Authorisation on the Provision of Guarantees. The purposes of this circular are, among other things, (i) to provide you with more information in relation to the Proposed Authorisation on the Provision of Guarantees and (ii) to give you supplemental notice of the AGM, to enable you to make an informed decision on whether to vote for or against such resolution at the AGM.

  • 3 -
LETTER FROM THE BOARD
2. AUTHORISATION TO XIAMEN AIRLINES ON THE PROVISION OF GUARANTEES TO ITS SUBSIDIARIES
--- ---

General

On 26 May 2021, the Board resolved to authorise Xiamen Airlines to provide guarantees to Hebei Airlines, Xiamen Airlines Finance, Xiamen Airlines Lease and Jiangxi Airlines with an aggregate balance up to RMB5,300 million, RMB600 million, RMB3,500 million and RMB1,320 million or equivalent in foreign currency during the period from 1 July 2021 to 30 June 2022, respectively, authorise the legal representative of Xiamen Airlines (or his authorized person) to deal with all procedures in relation to the abovementioned guarantees. The Authorization on the Provision of Guarantees shall be subject to the Shareholders’ approval at the AGM in accordance with the requirements of Shanghai Stock Exchange and the Articles of Association.

Information on the Guaranteed Parties

(i) Hebei Airlines
Name of the guaranteed party: Hebei Airlines Company Limited
--- ---
Place of registration: World Trade Plaza Hotel, No. 303 Zhongshan East Road, Chang’an District, Shijiazhuang, Hebei Province
Legal representative: Jiang Wei Dong
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<br>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<br>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,<br>artware and souvenir. (Projects that are subject to approval according to the laws may only be carried out after approval by the relevant department)
  • 4 -
LETTER FROM THE BOARD
Material contingencies affecting solvency of the guaranteed party: None
--- ---
Shareholding structure: Hebei Airlines is owned as to 100% by Xiamen Airlines

As at the Latest Practicable Date, the guaranteed party was rated AA+ for the credit rating by Industrial and Commercial Bank of China.

Financial information for the latest one year and one period:

Unit: RMB million
Item As at<br><br><br>31 December 2020 As at<br><br><br>31 March 2021
(unaudited)
Total assets 3,336.95 4,520.11
Total liabilities 1,738.86 3,511.40
Total bank loans 0 0
Total current liabilities 1,100.28 1,562.92
Net assets 1,598.09 1,008.71
January-December<br><br><br>2020 January-March<br><br><br>2021
--- --- --- --- ---
(unaudited)
Revenue 2,199.05 265.90
Net profit -379.74 -225.23
(ii) Xiamen Airlines Finance
--- ---
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: Approximately RMB250 million
  • 5 -
LETTER FROM THE BOARD
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

Financial information for the latest one year and one period:

Unit: RMB million
Item As at<br><br><br>31 December 2020 As at<br><br><br>31 March 2021
(unaudited)
Total assets 189.05 190.31
Total liabilities 0.01 0.01
Total bank loans 0 0
Total current liabilities 0.01 0.01
Net assets 189.04 190.30
January-December<br><br><br>2020 January-March<br><br><br>2021
--- --- --- --- ---
(unaudited)
Revenue 0.05 0.003
Net profit 0.95 0.45
(iii) Xiamen Airlines Lease
--- ---
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 Road, Xiamen Area of China (Fujian) Pilot Free Trade Zone
Legal representative: Zeng Yi Wei
Registered capital: RMB1.0 billion
  • 6 -
LETTER FROM THE BOARD
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<br>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<br>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<br>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

Financial information for the latest one year and one period:

Unit: RMB million
Item As at<br><br><br>31 December 2020 As at<br><br><br>31 March 2021
(unaudited)
Total assets 350.64 351.58
Total liabilities 1.65 0.72
Total bank loans 0 0
Total current liabilities 1.65 0.72
Net assets 348.99 350.86
January-December<br><br><br>2020 January-March<br><br><br>2021
--- --- --- --- ---
(unaudited)
Revenue 3.52 2.41
Net profit 3.99 1.87
  • 7 -
LETTER FROM THE BOARD
(iv) Jiangxi Airlines
--- ---
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: RMB2.0 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,<br>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<br>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); food sales; online trade agency; other retail businesses not listed<br>(excluding those subject to permit and approval); all types of domestic advertising design, production, publishing and agency. (Projects that are subject to approval according to the laws may only be carried out after approval by the relevant<br>department)
Material contingencies affecting solvency of the guaranteed party: None
Shareholding structure: Jiangxi Airlines is owned as to 60% by Xiamen Airlines and 40% by Jiangxi Aviation Industry Group Co., Ltd. (江西省航空 產業集團有限公司), respectively

As at the Latest Practicable Date, the guaranteed party was rated BBB+ for the credit rating by Bank of China.

  • 8 -
LETTER FROM THE BOARD

Financial information for the latest one year and one period:

Unit: RMB million
Item As at<br><br><br>31 December 2020 As at<br><br><br>31 March 2021
(unaudited)
Total assets 2,694.18 3,466.59
Total liabilities 1,120.20 2,022.80
Total bank loans 0 0
Total current liabilities 494.92 852.94
Net assets 1,573.98 1,443.79
January-December<br><br><br>2020 January-March<br><br><br>2021
--- --- --- --- ---
(unaudited)
Revenue 822.34 209.59
Net profit -159.10 -59.39

Relationship between the Guaranteed Parties and the Company

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, Xiamen Airlines Finance and Xiamen Airlines Lease are wholly-owned subsidiaries of Xiamen Airlines. Jiangxi Airlines is a controlled subsidiary of Xiamen Airlines, which owns 60% shareholdings of Jiangxi Airlines. None of the abovementioned guaranteed parties are connected subsidiaries (as defined in the Listing Rules) or commonly-held entities (as defined in the Listing Rules) of the Company. None of the Authorization on the Provision of Guarantees constitute notifiable and/or connected transactions under the Listing Rules.

MainContents of Authorization on the Provision of Guarantees

As at the Latest Practicable Date, 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, that is the aggregate balance up to RMB5,300 million, RMB600 million, RMB3,500 million and RMB1,320 million or equivalent in foreign currency during the period from 1 July 2021 to 30 June 2022 to Hebei Airlines, Xiamen Airlines Finance, Xiamen Airlines Lease and Jiangxi Airlines, respectively, 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.

  • 9 -
LETTER FROM THE BOARD

Status of the Accumulated External Guarantees

As at the Latest Practicable Date, 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 RMB207.8011 million, representing approximately 0.30% of the Company’s audited net assets for the latest period and the amount in respect of the joint-liability guarantees is approximately RMB21.1679 million. The balance of guarantees provided by the Company and controlled subsidiaries to 45 special purpose vehicles in operation was US$4,220 million, and no overdue guarantees up to date. The balance of external guarantee provided by Xiamen Airlines for its controlled subsidiaries was RMB2,724 million. The total guarantee amount provided by the Company and controlled subsidiaries for their controlled subsidiaries was approximately RMB29,851 million, representing approximately 43.05% of the Company’s audited net assets for the latest period (all of the above figures in relation to the guarantees are unaudited).

3. AGM

A notice convening the AGM to be held at 9:30 a.m. on Wednesday, 30 June 2021 at No. 3301 Conference Room, 33th Floor, China Southern Airlines Building, No. 68 Qixin Road, Bai Yun District, Guangzhou, Guangdong Province, the PRC, a form of proxy for the AGM and a reply slip have been despatched by the Company on 13 May 2021 and are also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.csair.com).

A supplemental notice setting out the additional resolution to be resolved at the AGM is set out on pages 12 to 13 of this circular. Whether or not you intend to be present at the AGM, you are requested to complete the accompanying second form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company in Hong Kong, Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, no later than 24 hours before the time fixed for holding the AGM or any adjournment thereof. Completion and return of the second form of proxy will not prevent you from attending and voting at the AGM or any adjournment thereof if you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules and the Articles of Association, any vote of the Shareholders at the AGM must be taken by poll.

4. RECOMMENDATION OF THE BOARD

The Directors believe that all the resolutions (including the resolution in relation to the Authorisation on the Provision of Guarantees) proposed for consideration and approval by the Shareholders at the AGM are in the best interests of the Company and the Shareholders as a whole, and the Company will continue to comply with the requirements of the Listing Rules and all the decisions made by the Board will be in the interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolutions (including the resolution in relation to the Authorisation on the Provision of Guarantees) to be proposed at the AGM as set out in the notice and the supplemental notice of the AGM.

  • 10 -
LETTER FROM THE BOARD
5. RESPONSIBILITY STATEMENT
--- ---

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

By Order of the Board
Ma Xu Lun
Chairman
  • 11 -

SUPPLEMENTAL NOTICE OF AGM

LOGO

(Stock Code: 1055)

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

Reference is made to the notice of the annual general meeting (the “AGM”) dated 13 May 2021 of China Southern Airlines Company Limited (the “Company”). The AGM 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 Wednesday, 30 June 2021 at 9:30 a.m.

The board of directors of the Company (the “Board”) received the motion made by China Southern Air Holding Limited Company, a controlling shareholder of the Company, for additional proposal to be submitted to the AGM for approval by the shareholders of the Company. According to the relevant requirements of laws, regulations and the Articles of Association, the Board consented to submit the additional proposal to AGM for review. The format and procedure for the proposed submission of additional resolution were in compliance with the provisions of the Company Law and the articles of association of the Company.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the AGM will be held as originally scheduled and will consider and, if thought fit, approve the following resolution as ordinary resolution. Unless otherwise indicated, capitalised terms used herein have the same meanings as those defined in the circular of the Company dated 13 May 2021 (the “Circular”).

AS ORDINARY RESOLUTION

To consider and, if thought fit, approve the following resolution as ordinary resolution:

8. To authorize Xiamen Airlines Company Limited on the provision of guarantees to its subsidiaries.<br>
By Order of the Board of
---
CHINA SOUTHERN AIRLINES COMPANY LIMITED
Xie Bing
Company Secretary

Guangzhou, the People’s Republic of China

28 May 2021

As at the date of this notice,the Directors include Ma Xu Lun and Han Wen Sheng as executive Directors; and Liu Chang Le, Gu Hui Zhong, Guo Wei and Yan Yan as independent non-executive Directors.

  • 12 -

Notes:

1. Save for the inclusion of the newly proposed resolution, there are no other changes to the resolutions set out<br>in the notice of AGM dated 13 May 2021. Please refer to the notice of AGM for the other resolutions to be passed at the AGM and other relevant matter.
2. Since the proxy form sent together with the Circular (the “First Proxy Form”) does not contain<br>the proposed additional resolution as set out in this supplemental notice of AGM, a new proxy form (the “Second Proxy Form”) has been prepared and is enclosed with this supplemental notice of AGM.
--- ---
3. The Second Proxy Form for use at AGM is enclosed and is also published on the websites of The Stock Exchange of<br>Hong Kong Limited (http://www.hkexnews.hk) and the Company (http://www.csair.com). Whether or not you intend to attend the AGM, you are requested to complete and return the enclosed Second Proxy Form in accordance with the instructions printed<br>thereon no later than 24 hours before the time fixed for holding the AGM or any adjournment thereof (as the case may be).
--- ---
4. A shareholder who has not yet lodged the First Proxy Form with the Company’s H Share registrar – Hong<br>Kong Registrars Limited is requested to lodge the Second Proxy Form if he or she wishes to appoint proxies to attend the AGM on his or her behalf. The Company’s H Share registrar – Hong Kong Registrars Limited is at 17M Floor, Hopewell<br>Centre, 183 Queen’s Road East, Wan Chai, Hong Kong. In this case, the First Proxy Form should not be lodged with the Company’s H Share registrar.
--- ---
5. A shareholder who has already lodged the First Proxy Form with the Company’s H Share registrar should note<br>that:
--- ---
a. If no Second Proxy Form is lodged with the Company’s H Share registrar, the First Proxy Form will be<br>treated as a valid proxy form lodged by him or her if correctly completed. The proxy so appointed by the shareholder will be entitled to vote at his or her discretion or to abstain from voting on any resolutions properly put to the AGM other than<br>those referred to in the notice convening the AGM and the First Proxy Form, including the additional proposed resolution as set out in this supplemental notice of AGM.
--- ---
b. If the Second Proxy Form is lodged with the Company’s H Share registrar at or before 9:30 a.m. on Tuesday,<br>29 June 2021, the Second Proxy Form will revoke and supersede the First Proxy Form previously lodged by him or her. The Second Proxy Form will be treated as a valid proxy form lodged by the shareholder if correctly completed.
--- ---
c. If the Second Proxy Form is lodged with the Company’s H share registrar after 9:30 a.m. on Tuesday, 29<br>June 2021, the Second Proxy Form will be invalid. It will not revoke the First Proxy Form previously lodged by the shareholder. The First Proxy Form will be treated as a valid proxy form lodged by him or her if correctly completed. The proxy so<br>appointed by the shareholder will be entitled to vote at his or her discretion or to abstain from voting on any resolutions properly put to the AGM other than those referred to in the notice convening the AGM and the First Proxy Form, including the<br>additional proposed resolution as set out in this supplemental notice of AGM.
--- ---
6. Shareholders are reminded that completion and delivery of the First Proxy Form and/or the Second Proxy Form<br>will not preclude shareholders from attending and voting in person at the AGM or at any adjourned meeting should they so wish.
--- ---

EX-99.2

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 norepresentation 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.

LOGO

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1055)

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

Reference is made to the notice of the annual general meeting (the “AGM”) dated 13 May 2021 of China Southern Airlines Company Limited (the “Company”). The AGM 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 Wednesday, 30 June 2021 at 9:30 a.m.

The board of directors of the Company (the “Board”) received the motion made by China Southern Air Holding Limited Company, a controlling shareholder of the Company, for additional proposal to be submitted to the AGM for approval by the shareholders of the Company. According to the relevant requirements of laws, regulations and the Articles of Association, the Board consented to submit the additional proposal to AGM for review. The format and procedure for the proposed submission of additional resolution were in compliance with the provisions of the Company Law and the articles of association of the Company.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the AGM will be held as originally scheduled and will consider and, if thought fit, approve the following resolution as ordinary resolution. Unless otherwise indicated, capitalised terms used herein have the same meanings as those defined in the circular of the Company dated 13 May 2021 (the “Circular”).

AS ORDINARY RESOLUTION

To consider and, if thought fit, approve the following resolution as ordinary resolution:

8. To authorize Xiamen Airlines Company Limited on the provision of guarantees to its subsidiaries.<br>

By Order of the Board of

CHINA SOUTHERN AIRLINES COMPANY LIMITED

Xie Bing

Company Secretary

Guangzhou, the People’s Republic of China

28 May 2021

  • 1 -

As at the date of this notice, the Directors include Ma Xu Lun and Han Wen Sheng as executive Directors;and Liu Chang Le, Gu Hui Zhong, Guo Wei and Yan Yan as independent non-executive Directors.

Notes:

1. Save for the inclusion of the newly proposed resolution, there are no other changes to the resolutions set out<br>in the notice of AGM dated 13 May 2021. Please refer to the notice of AGM for the other resolutions to be passed at the AGM and other relevant matter.
2. Since the proxy form sent together with the Circular (the “First Proxy Form”) does not contain<br>the proposed additional resolution as set out in this supplemental notice of AGM, a new proxy form (the “Second Proxy Form”) has been prepared and is enclosed with this supplemental notice of AGM.
--- ---
3. The Second Proxy Form for use at AGM is enclosed and is also published on the websites of The Stock Exchange of<br>Hong Kong Limited (http://www.hkexnews.hk) and the Company (http://www.csair.com). Whether or not you intend to attend the AGM, you are requested to complete and return the enclosed Second Proxy Form in accordance with the instructions printed<br>thereon no later than 24 hours before the time fixed for holding the AGM or any adjournment thereof (as the case may be).
--- ---
4. A shareholder who has not yet lodged the First Proxy Form with the Company’s H Share registrar – Hong<br>Kong Registrars Limited is requested to lodge the Second Proxy Form if he or she wishes to appoint proxies to attend the AGM on his or her behalf. The Company’s H Share registrar – Hong Kong Registrars Limited is at 17M Floor, Hopewell<br>Centre, 183 Queen’s Road East, Wan Chai, Hong Kong. In this case, the First Proxy Form should not be lodged with the Company’s H Share registrar.
--- ---
5. A shareholder who has already lodged the First Proxy Form with the Company’s H Share registrar should note<br>that:
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a. If no Second Proxy Form is lodged with the Company’s H Share registrar, the First Proxy Form will be<br>treated as a valid proxy form lodged by him or her if correctly completed. The proxy so appointed by the shareholder will be entitled to vote at his or her discretion or to abstain from voting on any resolutions properly put to the AGM other than<br>those referred to in the notice convening the AGM and the First Proxy Form, including the additional proposed resolution as set out in this supplemental notice of AGM.
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b. If the Second Proxy Form is lodged with the Company’s H Share registrar at or before 9:30 a.m. on Tuesday,<br>29 June 2021, the Second Proxy Form will revoke and supersede the First Proxy Form previously lodged by him or her. The Second Proxy Form will be treated as a valid proxy form lodged by the shareholder if correctly completed.
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c. If the Second Proxy Form is lodged with the Company’s H share registrar after 9:30 a.m. on Tuesday, 29<br>June 2021, the Second Proxy Form will be invalid. It will not revoke the First Proxy Form previously lodged by the shareholder. The First Proxy Form will be treated as a valid proxy form lodged by him or her if correctly completed. The proxy so<br>appointed by the shareholder will be entitled to vote at his or her discretion or to abstain from voting on any resolutions properly put to the AGM other than those referred to in the notice convening the AGM and the First Proxy Form, including the<br>additional proposed resolution as set out in this supplemental notice of AGM.
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  • 2 -
6. Shareholders are reminded that completion and delivery of the First Proxy Form and/or the Second Proxy Form<br>will not preclude shareholders from attending and voting in person at the AGM or at any adjourned meeting should they so wish.
  • 3 -

EX-99.3

Exhibit 99.3

LOGO

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1055)

Attachment B

The number of H Shares to which this proxy form<br>relates^1^

Second Form of Proxy for Annual General Meeting

I/We^2^,

,

residing at

,

being the registered holder of^3^

ordinary shares of the Company,

HEREBY, APPOINT^4^,

,

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 9:30 a.m., on Wednesday, 30 June 2021 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 below^5^.

Ordinary Resolutions For^5^ Against^5^ Abstain^5^
1. The Report of the Directors of the Company for the year 2020
2. The Report of the Supervisory Committee of the Company for the year 2020
3. The audited consolidated financial statements of the Company for the year 2020
4. The profit distribution proposal of the Company for the year 2020
5. The appointment of external auditor
Special Resolutions For^5^ Against^5^ Abstain^5^
6. To authorize the board of directors to issue shares under the general mandate
7. To authorize the board of directors to issue the debt financing instruments under the general mandate
Additional Ordinary Resolution For^5^ Against^5^ Abstain^5^
8. To authorize Xiamen Airlines Company Limited on the provision of guarantees to its subsidiaries
Signature(s)^6^: Date:
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Notes:

1. Please insert the number of shares in the Company registered in your name(s) and to which this proxy form<br>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).<br>
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3. Please insert the number of all the shares in the Company registered in your name(s).
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4. If no person is appointed as proxy, the Chairman of the AGM will be deemed to have been appointed by you as<br>your proxy.
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5. If you wish to vote for any of the resolutions, please insert a “☒” in the box marked<br>“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<br>“☒” 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<br>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.
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6. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a<br>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<br>organization.
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7. To be valid, this proxy form and, if such proxy form is signed by a person under a power of attorney or<br>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<br>hours before the time appointed for the holding of the AGM.
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8. A proxy, on behalf of the shareholder, attending AGM shall bring along the proxy form duly completed and signed<br>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<br>authorization.
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9. This proxy form shall be completed in form of a set of two copies, one of which shall be lodged to the Company<br>pursuant to Note 7; and the other copy shall be produced upon the AGM by the proxy of the shareholder pursuant to Note 8.
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10. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM<br>or any adjourned AGM should you so wish.
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EX-99.4

Exhibit 99.4

LOGO

(a joint stock limited company incorporated in the People’s Republic of China with limitedliability)

(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

28 May 2021

Dear Non-registered Holders^(1)^,

China Southern Airlines CompanyLimited (the “Company”)

— Notice of Publication of Supplemental Circular and Supplemental Notice of Annual General 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 “Announcements & Circulars” 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,
By order of the Board of
China Southern Airlines Company Limited
Xie Bing
Company Secretary
Note : (1)This letter is addressed to Non-registered Holders of the Company only (“Non-registered Holder” means suchperson 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 havesold or transferred your shares in the Company, please disregard this letter and the Request Form on the reverse side.
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各位非登記持有人^(1)^ :

中國南方航空股份有限公司(「本公司」)

補充通函及股東週年大會補充通告(「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 。

承董事會命
中國南方航空股份有限公司
公司秘書
謝兵

2021年5月28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。
CCS9109                    CSAH_NRH
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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’’)<br><br><br>(Stock Code: 1055)<br> <br>c/o Hong Kong Registrars Limited<br><br><br>17M Floor, Hopewell Centre, 183 Queen’s Road East<br> <br>Wanchai,<br>Hong Kong 致: 中國南方航空股份有限公司(「本公司」)<br> <br>(股份代號:1055)<br><br><br>經香港證券登記有限公司<br><br><br>香港灣仔皇后大道東183號<br><br><br>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<br><br><br>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<br><br><br>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.<br><br><br>同時收取公司通訊文件之英文及中文印刷本
Contact telephone number<br> <br>聯絡電話號碼 Signature(s)<br> <br>簽名
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Notes: 附註:
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1. Please complete all your details clearly.<br> <br>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<br>Securities Clearing Company Limited to receive Corporate Communications).<br><br><br>此函件只向本公司之非登記持有人(「<br>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.<br><br><br>如在本表格作出超過一項選擇、或未有作出選擇、或未有簽署、或在其他方面填寫不正確,則本表格將會作廢。
4. The above instruction will apply to the Corporate Communications to be<br>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.<br><br><br>上述指示適用於發送予<br>閣下之所有公司通訊文件, 直至<br>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<br>given on this Request Form.<br><br><br>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) thedirectors’ report, its annual accounts together with the auditors’ report and, where applicable, its summary financial report; (b) the interim report and, where applicable, its summary interim report; (c) a notice of meeting;(d) a listing document; (e) a circular; and (f) a proxy form.<br><br><br>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。

LOGO