THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares of China Southern Airlines Company Limited, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or the transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this circular.
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 1055)
(1) PROPOSED APPOINTMENT OF EXECUTIVE
DIRECTORS AND SUPERVISOR
AND
(2) NOTICE OF EGM
A notice convening the EGM to be held at 2:30 p.m. on Wednesday, 8 May 2019 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 to be used at the EGM and a reply slip are despatched by the Company together with this circular and are also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.csair.com).
If you are not able to attend and/or vote at the EGM, you are strongly urged to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong (in case of holders of H Shares) or the principal office of the Company in the PRC at No. 68 Qixin Road, Baiyun District, Guangzhou, PRC 510403 (in case of holders of A Shares), no later than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjourned meeting should you so wish.
22 March 2019
CONTENTS
1. | Definitions ....................................................... | 1 |
2. | Letter from the Board ............................................... | 3 |
3. | Notice of EGM .................................................... | 7 |
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
"A Share(s)" | A Share(s) of RMB1.00 each in the capital of the Company |
"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 | |
"CSAH" | China Southern Air Holding Limited Company, a state-owned |
enterprise established under the laws of the PRC and the controlling | |
shareholder of the Company | |
"Directors" | the directors of the Company |
"EGM" | the first extraordinary general meeting of 2019 of the Company to |
be convened at 2:30 p.m. on Wednesday, 8 May 2019, or any | |
adjournment thereof, to separately consider and, if thought fit, | |
approve the Proposed Appointments | |
"Group" | the Company and its subsidiaries |
"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 |
"Latest Practicable Date" | 19 March 2019, being the latest practicable date prior to the |
printing of this circular for ascertaining certain information | |
contained herein | |
"Listing Rules" | the Rules Governing the Listing of Securities on The Stock |
Exchange | |
"Proposed Appointments" | the proposed appointment of Mr. Ma Xu Lun and Mr. Han Wen |
Sheng as the executive Directors and Mr. Lin Xiao Chun as the | |
shareholder representative Supervisor | |
"PRC" or "China" | the People's Republic of China (other than, for the purpose of this |
circular only, Hong Kong, Macau and Taiwan) | |
DEFINITIONS | |
"RMB" | Renminbi, the lawful currency of the PRC |
"SFO" | Securities and Futures Ordinance (Chapter 571 of the Laws of |
Hong Kong) | |
"Shareholders" | the holders of the Shares |
"Shares" | collectively, the A Shares and H Shares |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"Supervisor(s)" | the supervisor(s) of the Company |
"Supervisory Committee" | the supervisory committee of the Company |
LETTER FROM THE BOARD
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 1055)
Directors:
Executive Directors:
Wang Chang Shun (Chairman of the Board) Zhang Zi Fang
Independent Non-Executive Directors: Zheng Fan
Gu Hui Zhong Tan Jin Song Jiao Shu Ge
Supervisors:
Pan Fu (Chairman of the Supervisory Committee) Li Jia Shi
Mao Juan
To the Shareholders
Dear Sir or Madam,
1.
(1) PROPOSED APPOINTMENT OF EXECUTIVE
DIRECTORS AND SUPERVISOR
AND
(2) NOTICE OF EGM
INTRODUCTION
Reference is made to the announcement of the Company dated 18 March 2019 in relation to theProposed Appointments.
Registered address:
Unit 301, 3/F, Office Tower Guanhao Science Park Phase I
12 Yuyan Street, Huangpu District Guangzhou
PRC 510530
22 March 2019
The purpose of this circular is, among other things, (i) to provide you with more information in relation to the Proposed Appointments; and (ii) to give you notice of the EGM to enable you to make an informed decision on whether to vote for or against the resolutions in relation to the Proposed Appointments at the EGM.
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Disclaimer
China Southern Airlines Company Ltd. published this content on 21 March 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 21 March 2019 09:54:02 UTC