Exhibit 99.2
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
(a joint stock limited company incorporated in the people’s Republic of china with limited liability)
(Stock Code: 1055)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the first extraordinary general meeting of 2021 (the “EGM”) of China Southern Airlines Company Limited (the “Company”) will be held at No. 3301 Conference Room, 33th Floor, China Southern Airlines Building, No. 68 Qixin Road, Bai Yun District, Guangzhou, Guangdong Province, the PRC on Friday, 30 April 2021 at 9:30 a.m. for the purpose of considering, if thought fit, to approve the following resolutions. Unless otherwise indicated, capitalised terms used herein have the same meanings as those defined in the circular of the Company dated 15 March 2021:
AS SPECIAL RESOLUTION
To consider and, if thought fit, approve the following resolution as special resolution:
1. | the amendments to the Articles of Association |
AS ORDINARY RESOLUTIONS
To consider and, if thought fit, approve the following resolutions as ordinary resolutions:
2. | the allowance standard of the independent non-executive Directors of the 9th session of the Board of the Company |
The annual allowance of an independent non-executive Director of the 9th session of the Board of the Company is either RMB200,000 (before taxation) for each independent non-executive Director or be determined according to relevant national policies
3.00 | the resolution regarding the election of executive Directors of the 9th session of the Board of the Company |
3.01 | the resolution regarding the election of Mr. Ma Xu Lun as an executive Director of the 9th session of the Board of the Company |
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3.02 | the resolution regarding the election of Mr. Han Wen Sheng as an executive Director of the 9th session of the Board of the Company |
4.00 | the resolution regarding the election of independent non-executive Directors of the 9th session of the Board of the Company |
4.01 | the resolution regarding the election of Mr. Liu Chang Le as an independent non-executive Director of the 9th session of the Board of the Company |
4.02 | the resolution regarding the election of Mr. Gu Hui Zhong as an independent non- executive Director of the 9th session of the Board of the Company |
4.03 | the resolution regarding the election of Mr. Guo Wei as an independent non-executive Director of the 9th session of the Board of the Company |
4.04 | the resolution regarding the election of Mr. Yan Yan as an independent non-executive Director of the 9th session of the Board of the Company |
5.00 | the resolution regarding the election of shareholder representative Supervisors of the 9th session of the Supervisory Committee of the Company |
5.01 | the resolution regarding the election of Mr. Li Jia Shi as a shareholder representative Supervisor of the 9th session of the Supervisory Committee of the Company |
5.02 | the resolution regarding the election of Mr. Lin Xiao Chun as a shareholder representative Supervisor of the 9th session of the Supervisory Committee of the Company |
(“Accumulative voting” will be used in respect of all the sub-resolutions of Resolutions No. 3.00, No. 4.00 and No. 5.00. Please refer to note 5 for details.)
By Order of the Board of |
CHINA SOUTHERN AIRLINES COMPANY LIMITED |
Xie Bing |
Company Secretary |
Guangzhou, the People’s Republic of China
15 March 2021
As at the date of this notice, the Directors include Ma Xu Lun and Han Wen Sheng as executive Directors; and Zheng Fan, Gu Hui Zhong, Tan Jin Song and Jiao Shu Ge as independent non- executive Directors.
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Notes:
1. | Persons who are entitled to attend the EGM |
a. | Holders of the H Shares and A Shares whose names appear on the register of holders of H Shares and register of holders of A Shares of the Company on Tuesday, 30 March 2021 (“Eligible Shareholders”) or their representatives are entitled to attend the EGM after completion of the required registration procedures in accordance with Note 2 “Registration procedures for attending the EGM”. Holders of A Shares of the Company shall receive a notice separately. |
b. | The directors, supervisors and senior management of the Company. |
c. | Representatives of the professional advisers hired by the Company and special guests invited by the Board. |
2. | Registration procedures for attending the EGM |
a. | Eligible Shareholders who intend to attend the EGM either in person or by proxy must deliver to the Company on or before Friday, 9 April 2021, in person or by post at the registration address of the Company, or by fax at (+86) 20-8665 9040, the reply slip, which is attached to the notice of the EGM as Attachment A. |
b. | When attending the EGM, individual Eligible Shareholder or his/her proxy shall bring along his/ her identity card. The legal representative of a corporate Eligible Shareholder attending the EGM shall bring along his/her identity card, together with a notarised copy of the resolution or power of attorney issued by the board of directors or other governing body of the corporate Eligible Shareholder to appoint such legal representative to attend the meeting. |
c. | Holders of H Shares who intend to attend the EGM must deliver their instruments of transfer together with the relevant share certificates to Hong Kong Registrars Limited, the registrar of H Shares, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, at or before 4:30 p.m. on Monday, 29 March 2021. |
d. | 30 March 2021 to 30 April 2021 (both days inclusive), during which period no transfer of H Shares will be registered. |
3. | Proxies |
a. | An Eligible Shareholder has the right to appoint one or more proxies to attend the EGM and vote on his/her behalf. A proxy does not need to be a Shareholder. A proxy of a shareholder who has appointed more than one proxy may only vote on a poll. |
b. | A proxy must be appointed by an Eligible Shareholder or his/her attorney by way of a form of proxy for the EGM, which is attached to the notice of EGM as Attachment B. If the proxy is appointed by the attorney of an Eligible Shareholder, the power of attorney or other authorisation document(s) authorising such attorney to appoint the proxy must be notarised. |
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c. | To be valid, for holders of A Shares, the notarially certified power of attorney, or other document of authorisation, and the form of proxy must be delivered to the registered address of the Company no later than 24 hours before the time appointed for the holding of the EGM. To be valid, for holders of H Shares, the notarised power of attorney or other authorisation document(s), together with the completed form of proxy for the EGM, must be lodged with Hong Kong Registrars Limited within the same period of time. |
4. | Important notice in relation to pandemic prevention and control |
In the event that the containment of the novel coronavirus pneumonia pandemic is still ongoing at the time of the EGM, in order to cooperate with the prevention and control of the pandemic so as to safeguard the health and safety of the shareholders and the participants of the meeting, at the same time ensuring that the shareholders may exercise their respective shareholders’ rights, the Company recommends holders of the H Shares and their proxies intending to attend the EGM to vote by completing and submitting the proxy form, i.e. to indicate how you wish your votes to be casted in the proxy form, and appoint the Chairman of the EGM as your proxy to vote on your behalf on site.
In case holders of the H Shares or their proxies choose to attend the meeting in person by then, they must comply with the policies and requirements regarding the containment of novel coronavirus pneumonia pandemic. On the way to, from and at the venue of the EGM, please adopt proper personal preventive measures. Upon arrival at the venue of the EGM, please follow the arrangement and guidance of the staff and cooperate with the pandemic prevention and control requirements including, among others, attendee registration, temperature check and wearing of masks.
5. | Miscellaneous |
a. | The EGM is expected to last for not more than one day. Eligible Shareholders (or their proxies) who attend shall bear their own travelling and accommodation expenses. |
b. | The address of the headquarter of the Company is: |
China Southern Airlines Building,
No. 68 Qixin Road, Baiyun District,
Guangzhou (Postcode 510403)
Telephone No.: (+86) 20-8611 2480
Facsimile No.: (+86) 20-8665 9040 Website: www.csair.com
Contact person: Mr. Xiao
c. | Pursuant to rule 13.39(4) of the Listing Rules, any vote of the shareholders at a general meeting must be taken by poll. Therefore, all resolutions proposed at the EGM shall be voted by poll. |
d. | According to article 135 of the articles of association of the Company, the accumulative voting system referred to herein means that, in the election of directors or supervisors at the general meeting, each share carrying voting right shall carry the same number of voting right as the number of directors or supervisors proposed to be elected, and the voting rights of the shareholders may be freely cast among the proposed directors and supervisors, either be separately cast in favour of a number of nominees or be collectively cast in favour of one nominee. As such, based on the number of votes that the nominated directors and supervisors have got and the number of directors or supervisors proposed to be elected, those who have got more votes shall be elected. |
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