China Southern Airlines : ANNOUNCEMENT PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND PROCEDURAL RULES

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ANNOUNCEMENT PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND PROCEDURAL RULES

The board of directors of the Company (the "Board") announces that the Board convened the extraordinary meeting of the 7th session of the Board on 10 October 2017 and approved, among others, the resolution in relation to the amendments to the Articles of Association of the Company (the "Articles of Association") , the Procedural Rules of the Shareholders' General Meeting, the Procedural Rules of the Board of Directors and the Procedural Rules of the Supervisory Committee (the "Proposed Amendments").

The Proposed Amendments are made pursuant to following requirements:

1. according to the requirements of the relevant of the "Notice of Accelerating the Inclusion of General Provisions into the Articles of Association of Central Level State-Owned Enterprises for Party Building" (《關於加快推進中央企業黨建工作總體要求納入公司章程有關事項的通 知》) (Guo Zi Dang Wei Dang Jian [2017] No. 1), the general provisions for party building is proposed to be added in the Articles of Association and the Procedural Rules of the Board of Directors;

2. according to the Guidance for the Articles of Listed Company (2016) (《上市公司章程指引 (2016)》) revised and issued by the China Securities Regulatory Commission in 2016, and taking into consideration the practice of the Company's normative operation, it is proposed to amend and improve the Articles of Association, the Procedural Rules of the Shareholders' General Meeting and the Procedural Rules of the Board of Directors;

3. in order to improve the decision-making efficiency, it is proposed to adjust the number of members of the board of directors and the institutional settings according to the actual operation need;

4. the corresponding revision made to the Articles of Association according to other requirements according to industrial and commercial registration; and

5. according to the relevant amendment to the Articles of Association, and taking into consideration the practice of the Company's normative operation, it is proposed to amend and improve the Procedural Rules of the Supervisory Committee.

The Proposed Amendments are subject to the approval of the shareholders of the Company by way of special resolutions at the coming 2017 first extraordinary general meeting to be held on 8 November 2017 (the "EGM"), and the obtaining of any approval, endorsement or registration (as applicable) from or with the relevant government authorities in the PRC.

Details of the Proposed Amendments are set out in the Appendix to this announcement.

Except the clauses as stated in the Appendix, other clauses in the Articles of Association, the Procedural Rules of the Shareholders' General Meeting, the Procedural Rules of the Board of Directors and the Procedural Rules of the Supervisory Committee remain unchanged.

A supplemental circular containing, inter alia, further details of the Proposed Amendments together with the supplemental notice of the EGM will be despatched to the shareholders of the Company as soon as practicable.

By order of the Board

China Southern Airlines Company Limited Xie Bing

Company Secretary

Guangzhou, the People's Republic of China 10 October 2017

As at the date of this announcement, the Directors include Wang Chang Shun, 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, Liu Chang Le, Tan Jin Song, Guo Wei and Jiao Shu Ge as independent non-executive Directors.

Appendix

1. Table of Amendments to the Articles of Association

No.	Existing articles	Articles to be revised
1	Article 5 Address of the Company: Unit 301, 3/F, Office Tower Guanhao Science Park Phase I, 12 Yuyan Street LuogangDistrict, Guangzhou, Guangdong Province ……	Article 5 Address of the Company: Unit 301, 3/F, Office Tower Guanhao Science Park Phase I, 12 Yuyan Street Huangpu District, Guangzhou, Guangdong Province ……
2	Article 9 The Company may amend these Articles of Association pursuant to the Company Law, the Special Regulations, "Mandatory Provisions for Articles of Association of Companies to be Listed Overseas" (hereinafter referred to as the "Mandatory Provisions"), "Mandatory Provisions for Articles of Association of Listed Companies" and other relevant laws and administrative regulations of the PRC.	Article 9 The Company may amend these Articles of Association pursuant to the Company Law, the Special Regulations, "Mandatory Provisions for Articles of Association of Companies to be Listed Overseas" (hereinafter referred to as the "Mandatory Provisions"), "Guidelines for Listed Companies" and other relevant laws and administrative regulations of the PRC.
3	Adding Article 16 after Article 15, the subsequent Articles shall be renumbered accordingly. Article 16 According to the Constitution of the Communist Party of China, the Company shall establish an organization of the Communist Party of China. The Party committee shall perform the core leading and political functions, control the directions, manage the situation and ensure the implementation. The Company shall set up the working organs of the Party, which shall be equipped with sufficient personnel to handle Party affairs and provided with sufficient funds to operate the Party organization.
4	Article 18 …… 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)	Article 19 …… 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, including advertising for such services; (7) insurance agency business (personal accident insurance); (8) provision of airline ground services; (9) aviation training; (10) asset leasing services; (11) project management and technical consultancy services; (12) sales of aviation equipment; (13) travel agency business; (14) reservation agency business; (15) merchandise retail and wholesale; (16) mobile operation agency business; (17) e-commerce business, all subject to approval by company registration authorities.	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; (14) reservation agencybusiness; (13) merchandise retail and wholesale; (16) mobile operation agency business; (17) e-commerce business, all subject to approval by company registration authorities.
5	Article 40 Where the Company	Article 41 Where the Company
	repurchases its own shares due to reasons	repurchases its own shares due to reasons
	as set out in clauses (1) to (3) of Article	as set out in clauses (1) to (3) of Article
	37, it shall obtain the prior approval of the	38, it shall obtain the prior approval of the
	shareholders by a resolution at a	shareholders by a resolution at a
	shareholders' general meeting. After the	shareholders' general meeting. After the
	Company repurchases its shares pursuant	Company repurchases its shares pursuant
	to Article 37, the shares in respect of the	to Article 38, the shares in respect of the
	circumstances described in clause (1)	circumstances described in clause (1)
	shall be cancelled within ten days from	shall be cancelled within ten days from
	the day of purchase;	the day of purchase;
	……	……
	The maximum number of shares	The maximum number of shares
	repurchased by the Company pursuant to	repurchased by the Company pursuant to
	clause (3) of Article 37 shall not exceed	clause (3) of Article 38 shall not exceed
	5% of its total issued shares;	5% of its total issued shares;
	……	……
6	Article 42……	Article 43……
	This Article shall not apply to the	This Article shall not apply to the
	circumstances specified in Article 44 of	circumstances specified in Article 45 of
	this Chapter.	this Chapter.
7	Article 44 The following activities shall not be deemed to be prohibited by Article	Article 45 The following activities shall not be deemed to be prohibited by Article