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Form 6-K CHINA SOUTHERN AIRLINES For: Jun 16

June 16, 2022 6:21 AM EDT

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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

June 16, 2022

 

 

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 June 15, 2022 on the Hong Kong Stock Exchange’s website at:

https://www1.hkexnews.hk/listedco/listconews/sehk/2022/0615/2022061500572.pdf, in relation to the circular on (1) proposed amendment to the articles of association; and (2) supplemental notice of AGM;

https://www1.hkexnews.hk/listedco/listconews/sehk/2022/0615/2022061500594.pdf, in relation to the supplemental notice of annual general meeting;

https://www1.hkexnews.hk/listedco/listconews/sehk/2022/0615/2022061500640.pdf, in relation to the second form of proxy for annual general meeting; and

https://www1.hkexnews.hk/listedco/listconews/sehk/2022/0615/2022061500664.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: June 16, 2022

Exhibit 99.1

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

(1) PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION

AND

(2) SUPPLEMENTAL NOTICE OF AGM

 

 

A supplemental notice setting out the additional resolution to be resolved at the AGM to be held at 9:30 a.m. on Thursday, 30 June 2022 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 6 to 7 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, Wanchai, 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.

16 June 2022


     page  

DEFINITIONS

     1  

LETTER FROM THE BOARD

     2  

SUPPLEMENTAL NOTICE OF AGM

     6  


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

 

“A Share(s)”

A Share(s) of RMB1.00 each in the capital of the Company

 

“AGM”

an annual general meeting of the Company to be convened at 9:30 a.m. on Thursday, 30 June 2022

 

“Articles of Association”

the articles of association of the Company, as amended from time to time

 

“Board”

the board of the Directors

 

“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

 

“Directors”

the directors of the Company

 

“H Share(s)”

H Share(s) of RMB1.00 each in the capital of the Company

 

“Hong Kong”

the Hong Kong Special Administrative Region of the PRC

 

“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

 

“Proposed Amendment”

the proposed amendment to the Articles of Association

 

“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


LOGO

 

Directors:    Registered address:

Executive Directors:

Ma Xu Lun (Chairman)

Han Wen Sheng (Vice Chairman and President)

  

Unit 301, 3/F, Office Tower

Guanhao Science Park Phase I

12 Yuyan Street, Huangpu District Guangzhou

 

Independent Non-Executive Directors:

   PRC 510530

Liu Chang Le

Gu Hui Zhong

Guo Wei

Yan Andrew Y

  

Supervisors:

Ren Ji Dong (Chairman of the Supervisory Committee)

Lin Xiao Chun

Yang Bin

  
   16 June 2022
To the Shareholders   
Dear Sir or Madam,   

(1) PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION

AND

(2) SUPPLEMENTAL NOTICE OF AGM

 

1.

INTRODUCTION

Reference is made to the announcement of the Company dated 13 June 2022 in relation to the Proposed Amendment. The purposes of this circular are, among other things, (i) to provide you with more information in relation to the Proposed Amendment 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.

 

2.

PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION

The Board has agreed by signing to approve, among others, the resolution in relation to the Proposed Amendment on 13 June 2022.


To meet the needs of business operation, the Company proposed to expand the scope of business of the Company. Accordingly, the Articles of Association has to be amended to reflect such change to the scope of business.

The details of the Proposed Amendment are as follows:

 

No.

  

Existing Article

  

Proposed Amendment

Article 19   

The business activities of the Company shall fall within the scope of operation approved by relevant competent authorities.

 

The scope of business of the Company covers: (1) provision of scheduled and non-scheduled domestic, regional and international air transportation services for passengers, cargo, mail and luggage; (2) undertaking general aviation services; (3) provision of aircraft repair and maintenance services; (4) acting as agent for other domestic and international airlines; (5) provision of air catering services; (6) engaging in other airline or airline-related business, (limited to insurance agency business personal accident insurance); (7) provision of airline ground services; (8) aviation training; (9) asset leasing services; (10) project management and technical consultancy services; (11) sales of aviation equipment; (12) travel agency business; (13) merchandise retail and wholesale; (14) health and medical examination services; all subject to approval by company registration authorities.

  

The business activities of the Company shall fall within the scope of operation approved by relevant competent authorities.

 

The scope of business of the Company covers: (1) provision of scheduled and non-scheduled domestic, regional and international air transportation services for passengers, cargo, mail and luggage; (2) undertaking general aviation services; (3) provision of aircraft repair and maintenance services; (4) acting as agent for other domestic and international airlines; (5) provision of air catering services; (6) engaging in other airline or airline-related business, (limited to insurance agency business personal accident insurance); (7) provision of airline ground services; (8) aviation training; (9) asset leasing services; (10) project management and technical consultancy services; (11) sales of aviation equipment; (12) travel agency business; (13) merchandise retail and wholesale; (14) health and medical examination services; (15) internet retail; (16) internet life service platform (including internet travel platform, internet accommodation platform, internet retail platform, etc.); (17) concurrent- business insurance agent services: property insurance, health insurance, life insurance; (18) trade agency; (19) professional design services; (20) telecom value-added services; (21) internet advertising services; (22) other advertising services; (23) internet data services; (24) internet information services; (25) information system integration services; (26) internet of things technical services; (27) economic and business consulting services; (28) information technology consulting services; (29) other professional consulting and investigations; all subject to approval by company registration authorities.


Except for the clause as stated above, other clauses in the Articles of Association remain unchanged.

The Proposed Amendment is subject to the approval of the Shareholders by way of a special resolution at the AGM, and the obtaining of any approval, endorsement or registration (as applicable) from or with the relevant government authorities in the PRC.

 

3.

AGM

A notice convening the AGM to be held at 9:30 a.m. on Thursday, 30 June 2022 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 16 May 2022 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 6 to 7 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, Wanchai, 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 Proposed Amendment) 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 Proposed Amendment) to be proposed at the AGM as set out in the notice and the supplemental notice of the AGM.


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


LOGO

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

Reference is made to the notice of the annual general meeting (the “AGM”) dated 16 May 2022 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 Thursday, 30 June 2022 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 of the Company, 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 special resolution. Unless otherwise indicated, capitalised terms used herein have the same meanings as those defined in the circular of the Company dated 16 May 2022 (the “Circular”).

AS SPECIAL RESOLUTION

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

 

  10.

The extension of the scope of business and the amendment to the Articles of Association of the Company.

 

By Order of the Board of
CHINA SOUTHERN AIRLINES COMPANY LIMITED
Xie Bing
Company Secretary

Guangzhou, the People’s Republic of China

16 June 2022

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 Andrew Y 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 in the notice of AGM dated 16 May 2022. 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 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 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 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 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 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 that:

 

  a.

If no Second Proxy Form is lodged with the Company’s H Share registrar, the First Proxy Form will be 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 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 Wednesday, 29 June 2022, 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 Wednesday, 29 June 2022, 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 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 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 will not preclude shareholders from attending and voting in person at the AGM or at any adjourned meeting should they so wish.

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 notice, 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 notice.

 

LOGO

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

Reference is made to the notice of the annual general meeting (the “AGM”) dated 16 May 2022 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 Thursday, 30 June 2022 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 of the Company, 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 special resolution. Unless otherwise indicated, capitalised terms used herein have the same meanings as those defined in the circular of the Company dated 16 May 2022 (the “Circular”).

AS SPECIAL RESOLUTION

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

 

10.

The extension of the scope of business and the amendment to the Articles of Association of the Company.

 

By Order of the Board of

CHINA SOUTHERN AIRLINES COMPANY LIMITED

Xie Bing

Company Secretary


Guangzhou, the People’s Republic of China

16 June 2022

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 Andrew Y 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 in the notice of AGM dated 16 May 2022. 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 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 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 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 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 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 that:

 

  a.

If no Second Proxy Form is lodged with the Company’s H Share registrar, the First Proxy Form will be 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 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 Wednesday, 29 June 2022, 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 Wednesday, 29 June 2022, 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 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 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 will not preclude shareholders from attending and voting in person at the AGM or at any adjourned meeting should they so wish.

Exhibit 99.3

 

LOGO

Attachment B

 

The number of H Shares to which this proxy form relates1   

Second 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 9:30 a.m., on Thursday, 30 June 2022 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 2021         
2.    The Report of the Supervisory Committee of the Company for the year 2021         
3.    The audited consolidated financial statements of the Company for the year 2021         
4.    The profit distribution proposal of the Company for the year 2021         
5.    The appointment of external auditor for the year 2022         

Special Resolutions

  

For5

  

Against5

  

Abstain5

6.    To authorise the board of directors to issue shares under the general mandate         
7.    To authorise the board of directors to issue the debt financing instruments under the general mandate         

Ordinary Resolutions

  

For5

  

Against5

  

Abstain5

8.    The provision of guarantees by Xiamen Airlines Company Limited to its subsidiaries         
9.    The Report on Use of Proceeds from Previous Fund Raising Activities         

Additional Special Resolution

  

For5

  

Against5

  

Abstain5

10.    The extension of the scope of business and the amendment to the Articles of Association of the Company         

Signature(s)6:                                                                                                                                                                 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 99.4

 

LOGO

 

 

NOTIFICATION LETTER 通知信函

 

16 June 2022

Dear Non-registered Holders(1),

China Southern Airlines Company Limited (the “Company”)

— Notice of Publication of Supplemental Circular (“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 website of HKEXnews of Hong Kong Exchanges and Clearing Limited (the “HKEXnews”) 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 [email protected].

 

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 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」)

補充通函(「本次公司通訊文件」)之發佈通知

本公司的本次公司通訊文件的中、英文版本已上載於本公司網站 ( www.csair.com ) 及香港交易及結算所有限公司披露易(「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®開啟查閱或在披露易網站瀏覽有關文件。

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經香港證券登記有限公司(「 香港證券登記處」)寄回本公司(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 [email protected]

 

承董事會命
中國南方航空股份有限公司
公司秘書
謝兵

2022616

 

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。


+    CCSxxxx                        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’’)

(Stock Code: 1055)

c/o Hong Kong Registrars Limited

17M Floor, Hopewell Centre, 183 Queen’s Road East

Wanchai, Hong Kong

    

致:中國南方航空股份有限公司(「本公司」)

(股份代號:1055)

經香港證券登記有限公司

香港灣仔皇后大道東183號

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

聯絡電話號碼

    

 

Signature(s)

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。

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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。

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4.     

The above instruction will apply to the Corporate Communications to be sent to you until you notify the Company c/o Hong Kong Registrars Limited to the contrary or unless you have at anytime ceased to have holdings in the Company.

上述指示適用於發送予 閣下之所有公司通訊文件, 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 auditors’ report and, where applicable, its summary financial report; (b) the interim report and, where applicable, its summary interim report; (c) a notice of meeting; (d) a listing document; (e) a circular; and (f) a proxy form.

公司通訊文件包括但不限於:(a)董事會報告、年度財務報表連同核數師報告及財務摘要報告(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。

 

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