[April 28, 2016 100 F Street, N.E. Re: Notice of Disclosure Filed in Exchange Act Annual Report under Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 and Section 13(r) of the Exchange Act Ladies and Gentlemen: Sincerely, IRANNOTICE 1 v437928_irannotice.htm IRAN NOTICE]
[April 28, 2016 100 F Street, N.E. Re: Notice of Disclosure Filed in Exchange Act Annual Report under Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 and Section 13(r) of the Exchange Act Ladies and Gentlemen: Sincerely, IRANNOTICE 1 v437928_irannotice.htm IRAN NOTICE]
[None None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 7,022,650,000 A Shares of par value RMB1.00 per share and 2,794,917,000 H Shares of par value RMB1.00 per share. ¨ þ o þ þ o o þ þ Large] [PURCHASE AGREEMENT NUMBER PA-03807 between THE BOEING COMPANY and XIAMEN AIRLINES Relating to Boeing Model 737-8 Aircraft XIA-PA-03807 Page 1 BOEING PROPRIETARY ""[***]" This information is subject to confidential treatment and has been omitted and filed separately with the commission" TABLE OF CONTENTS ARTICLES Article 1. Quantity, Model and Description Article 2. Delivery Schedule Article 3. Price Article 4. Payment] [PURCHASE AGREEMENT NUMBER PA-03980 between The Boeing Company and China Southern Airlines Company Limited with CHINA SOUTHERN AIRLINES GROUP IMPORT AND EXPORT TRADING CORP., LTD. as Consenting Party Relating to Boeing Model 737-800 Aircraft (Contract Reference No. 15SIES2015US) GUN-PA-03980 Purchase Agreement PA Page 1 BOEING PROPRIETARY "[***]" This information is subject to confidential treatment and has been omitted and filed] [PURCHASE AGREEMENT NUMBER PA-03981 between The Boeing Company and China Southern Airlines Company Limited with CHINA SOUTHERN AIRLINES GROUP IMPORT AND EXPORT TRADING CORP., LTD. as Consenting Party Relating to Boeing Model 737-8 Aircraft (Contract Reference No. 15SIES2016US) GUN-PA-03981 PA Page 1 BOEING PROPRIETARY “[***]” This information is subject to confidential treatment and has been omitted and filed separately with] [Amendment N°3 to the A330-300 Purchase Agreement th Dated December 5 Between Airbus S.A.S. And China Southern Airlines Company Limited And China Southern Airlines Group Import and Export Trading Corp., Ltd. Buyer’s Reference: 15SIES2017FR Seller’s Reference: CT1102624 “[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission CSN – AM3 to A330] [Supplemental Agreement to the Financial Services Framework Agreement This Agreement is entered into by and between the following parties in as of ____________ 中国南方航空股份有限公司 Party A: China Southern Airlines Company Limited ( Domicile: No. 278, Ji Chang Road, Guangzhou Legal Representative: Si Xianmin 中国南航集团财务有限公司 Party B: Southern Airlines Group Finance Company Limited ( Domicile: No. 17, Hangyun South Street, Baiyun] [Agreement Party A: China Southern Airlines Company Limited (中国南方航空股份有限公司) Domicile: Economic and Technological Development Zone, Guangzhou, Guangdong Legal Representative: Si Xianmin Party B: Xiamen Jianfa Group Co., Ltd. (厦门建发集团有限公司) rd Domicile: Floor 43 Legal Representative: Wu Xiaomin Party C: Fujian Investment & Development Group Co., Ltd. (福建省投资开发集团有限责任公司) th Domicile: Floor 14 Legal Representative: Peng Jinguang Whereas: 1. Party A, Party] [Insurance Business Platform Cooperation Framework Agreement This Agreement is entered into by and between the following parties in Guangzhou as of [DD/MM/YY]: 中国南方航空股份有限公司 Party A: China Southern Airlines Company Limited ( Domicile: Economic and Technological Development Zone, Guangzhou, Guangdong Legal Representative: Si Xianmin 中国南航集团财务有限公司 Party B: Southern Airlines Group Finance Company Limited ( Domicile: No.17, Hangyun South Street, Baiyun District,] [Equity Transfer Agreement Ref No: Transferor: Xiamen Jianfa Group Co., Ltd. (厦门建发集团有限公司) rd Domicile: Floor 43 Transferee: China Southern Airlines Company Limited (中国南方航空股份有限公司) Domicile: Room 203, No.233, Economic and Technological Development Zone Avenue, Luogang District, Guangzhou, Guangdong Whereas: 1. Company Law of the People’s Republic of China Xiamen Airlines Company Limited (厦门航空有限公司) (hereinafter referred to as “Xiamen Airlines”) is a] [Catering Services Framework Agreement This Agreement is entered into by and between the following parties in Guangzhou as of 中国南方航空股份有限公司 China Southern Airlines Company Limited ( Address: No. 278, Ji Chang Road, Guangzhou Legal Representative: Si Xianmin 深圳航空食品有限公司 Shenzhen Air Catering Co., Ltd. ( Address: Inside Shenzhen Bao’an International Airport Legal Representative: Yuan Xin’an Party A and Party B unanimously] [Supplemental Agreement to the Property Lease Agreement 中国南方航空集团公司 Party A: China Southern Air Holding Company ( 中国南方航空股份有限公司 Party B: Whereas: China Southern Air Holding Company and China Southern Airlines Company Limited entered into the Property Lease Agreement (hereinafter referred to as the “Master Agreement”) in 2014. Both parties hereby enter into this supplemental agreement with respect to the increase of] [MEDIA SERVICES FRAMEWORK AGREEMENT Party A: China Southern Airlines Company Limited (中国南方航空股份有限公司) Party B: Southern Airlines Culture and Media Co., Ltd. (中国南航集团文化传媒股份有限公司) Party A includes China Southern Airlines Company Limited and its wholly-owned or controlled subsidiaries. Party B includes Southern Airlines Culture and Media Co., Ltd. and its wholly-owned or controlled subsidiaries. Party A and Party B unanimously agreed to] [SUBSIDIARIES OF CHINA SOUTHERN AIRLINES COMPANY LIMITED The particulars of the Company’s principal subsidiaries as of December 31, 2015 are as follows: Name of Company Jurisdiction of Shantou Airlines Company Limited PRC Zhuhai Airlines Company Limited PRC Xiamen Airlines Company Limited PRC Guizhou Airlines Company Limited PRC Chongqing Airlines Company Limited PRC Guangzhou Nanland Air Catering Company Limited PRC Guangzhou] [CERTIFICATION I, Tan Wan Geng, certify that: 1. I have reviewed this annual report on Form 20-F of China Southern Airlines Company Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which] [CERTIFICATION I, Xiao Li Xin, certify that: 1. I have reviewed this annual report on Form 20-F of China Southern Airlines Company Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which] [CERTIFICATION 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.] [CERTIFICATION 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.] [April 28, 2016 100 F Street, N.E. Commissioners: China Southern Airlines Company Limited China Southern Airlines Company Limited April 28, 2016. We have read the statements made by Very truly yours, Attachment: On March 30, 2016, the board of the directors of the Company resolved, as recommended by our audit committee, to propose to dismiss our independent registered public accounting]
[None None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 7,022,650,000 A Shares of par value RMB1.00 per share and 2,794,917,000 H Shares of par value RMB1.00 per share. ¨ þ o þ þ o o þ þ Large] [PURCHASE AGREEMENT NUMBER PA-03807 between THE BOEING COMPANY and XIAMEN AIRLINES Relating to Boeing Model 737-8 Aircraft XIA-PA-03807 Page 1 BOEING PROPRIETARY ""[***]" This information is subject to confidential treatment and has been omitted and filed separately with the commission" TABLE OF CONTENTS ARTICLES Article 1. Quantity, Model and Description Article 2. Delivery Schedule Article 3. Price Article 4. Payment] [PURCHASE AGREEMENT NUMBER PA-03980 between The Boeing Company and China Southern Airlines Company Limited with CHINA SOUTHERN AIRLINES GROUP IMPORT AND EXPORT TRADING CORP., LTD. as Consenting Party Relating to Boeing Model 737-800 Aircraft (Contract Reference No. 15SIES2015US) GUN-PA-03980 Purchase Agreement PA Page 1 BOEING PROPRIETARY "[***]" This information is subject to confidential treatment and has been omitted and filed] [PURCHASE AGREEMENT NUMBER PA-03981 between The Boeing Company and China Southern Airlines Company Limited with CHINA SOUTHERN AIRLINES GROUP IMPORT AND EXPORT TRADING CORP., LTD. as Consenting Party Relating to Boeing Model 737-8 Aircraft (Contract Reference No. 15SIES2016US) GUN-PA-03981 PA Page 1 BOEING PROPRIETARY “[***]” This information is subject to confidential treatment and has been omitted and filed separately with] [Amendment N°3 to the A330-300 Purchase Agreement th Dated December 5 Between Airbus S.A.S. And China Southern Airlines Company Limited And China Southern Airlines Group Import and Export Trading Corp., Ltd. Buyer’s Reference: 15SIES2017FR Seller’s Reference: CT1102624 “[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission CSN – AM3 to A330] [Supplemental Agreement to the Financial Services Framework Agreement This Agreement is entered into by and between the following parties in as of ____________ 中国南方航空股份有限公司 Party A: China Southern Airlines Company Limited ( Domicile: No. 278, Ji Chang Road, Guangzhou Legal Representative: Si Xianmin 中国南航集团财务有限公司 Party B: Southern Airlines Group Finance Company Limited ( Domicile: No. 17, Hangyun South Street, Baiyun] [Agreement Party A: China Southern Airlines Company Limited (中国南方航空股份有限公司) Domicile: Economic and Technological Development Zone, Guangzhou, Guangdong Legal Representative: Si Xianmin Party B: Xiamen Jianfa Group Co., Ltd. (厦门建发集团有限公司) rd Domicile: Floor 43 Legal Representative: Wu Xiaomin Party C: Fujian Investment & Development Group Co., Ltd. (福建省投资开发集团有限责任公司) th Domicile: Floor 14 Legal Representative: Peng Jinguang Whereas: 1. Party A, Party] [Insurance Business Platform Cooperation Framework Agreement This Agreement is entered into by and between the following parties in Guangzhou as of [DD/MM/YY]: 中国南方航空股份有限公司 Party A: China Southern Airlines Company Limited ( Domicile: Economic and Technological Development Zone, Guangzhou, Guangdong Legal Representative: Si Xianmin 中国南航集团财务有限公司 Party B: Southern Airlines Group Finance Company Limited ( Domicile: No.17, Hangyun South Street, Baiyun District,] [Equity Transfer Agreement Ref No: Transferor: Xiamen Jianfa Group Co., Ltd. (厦门建发集团有限公司) rd Domicile: Floor 43 Transferee: China Southern Airlines Company Limited (中国南方航空股份有限公司) Domicile: Room 203, No.233, Economic and Technological Development Zone Avenue, Luogang District, Guangzhou, Guangdong Whereas: 1. Company Law of the People’s Republic of China Xiamen Airlines Company Limited (厦门航空有限公司) (hereinafter referred to as “Xiamen Airlines”) is a] [Catering Services Framework Agreement This Agreement is entered into by and between the following parties in Guangzhou as of 中国南方航空股份有限公司 China Southern Airlines Company Limited ( Address: No. 278, Ji Chang Road, Guangzhou Legal Representative: Si Xianmin 深圳航空食品有限公司 Shenzhen Air Catering Co., Ltd. ( Address: Inside Shenzhen Bao’an International Airport Legal Representative: Yuan Xin’an Party A and Party B unanimously] [Supplemental Agreement to the Property Lease Agreement 中国南方航空集团公司 Party A: China Southern Air Holding Company ( 中国南方航空股份有限公司 Party B: Whereas: China Southern Air Holding Company and China Southern Airlines Company Limited entered into the Property Lease Agreement (hereinafter referred to as the “Master Agreement”) in 2014. Both parties hereby enter into this supplemental agreement with respect to the increase of] [MEDIA SERVICES FRAMEWORK AGREEMENT Party A: China Southern Airlines Company Limited (中国南方航空股份有限公司) Party B: Southern Airlines Culture and Media Co., Ltd. (中国南航集团文化传媒股份有限公司) Party A includes China Southern Airlines Company Limited and its wholly-owned or controlled subsidiaries. Party B includes Southern Airlines Culture and Media Co., Ltd. and its wholly-owned or controlled subsidiaries. Party A and Party B unanimously agreed to] [SUBSIDIARIES OF CHINA SOUTHERN AIRLINES COMPANY LIMITED The particulars of the Company’s principal subsidiaries as of December 31, 2015 are as follows: Name of Company Jurisdiction of Shantou Airlines Company Limited PRC Zhuhai Airlines Company Limited PRC Xiamen Airlines Company Limited PRC Guizhou Airlines Company Limited PRC Chongqing Airlines Company Limited PRC Guangzhou Nanland Air Catering Company Limited PRC Guangzhou] [CERTIFICATION I, Tan Wan Geng, certify that: 1. I have reviewed this annual report on Form 20-F of China Southern Airlines Company Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which] [CERTIFICATION I, Xiao Li Xin, certify that: 1. I have reviewed this annual report on Form 20-F of China Southern Airlines Company Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which] [CERTIFICATION 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.] [CERTIFICATION 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.] [April 28, 2016 100 F Street, N.E. Commissioners: China Southern Airlines Company Limited China Southern Airlines Company Limited April 28, 2016. We have read the statements made by Very truly yours, Attachment: On March 30, 2016, the board of the directors of the Company resolved, as recommended by our audit committee, to propose to dismiss our independent registered public accounting]
[MAJOR TRANSACTION IN RELATION TO ACQUISITION OF AIRCRAFT MAJOR TRANSACTION The Board hereby announces that on 26 April 2016 (after trading hours), Xiamen Airlines entered into the Boeing Aircraft Acquisition Agreement with Boeing to purchase the Boeing Aircraft from Boeing. To the best of the knowledge, information and belief of the Directors, after having made all reasonable enquiries, no Shareholder] []
[China Southern Airlines Company Limited Xie Bing By order of the Board Company Secretary Guangzhou, the People’s Republic of China 20 April 2016 As at the date of this announcement, the Directors include Yuan Xin An and Yang Li Hua as non-executive Directors, Tan Wan Geng, Zhang Zi Fang and Li Shao Bin as executive Directors; and Ning Xiang Dong,] []
[China Southern Airlines Company Limited Xie Bing By order of the Board Company Secretary Guangzhou, the People’s Republic of China 20 April 2016 As at the date of this announcement, the Directors include Yuan Xin An and Yang Li Hua as non-executive Directors, Tan Wan Geng, Zhang Zi Fang and Li Shao Bin as executive Directors; and Ning Xiang Dong,] []
[Hong Kong Listing Rules China Southern Airlines Company Limited Xie Bing By order of the Board Company Secretary Guangzhou, the People’s Republic of China 15 April 2016 As at the date of this announcement, the Directors include Yuan Xin An and Yang Li Hua as non-executive Directors, Tan Wan Geng, Zhang Zi Fang and Li Shao Bin as executive Directors;] []
[DATE OF BOARD MEETING The board (the “Board”) of directors of China Southern Airlines Company Limited (the “Company”) hereby announces that a Board meeting will be held on Friday, 29 April 2016 for the purpose of considering and approving, inter alia, the first quarterly results of the Company for three months ended 31 March 2016. By Order of the Board] []
[DATE OF BOARD MEETING The board (the “Board”) of directors of China Southern Airlines Company Limited (the “Company”) hereby announces that a Board meeting will be held on Friday, 29 April 2016 for the purpose of considering and approving, inter alia, the first quarterly results of the Company for three months ended 31 March 2016. By Order of the Board] []
