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.

OVERSEAS REGULATORY ANNOUNCEMENT

This announcement is published pursuant to Rule 13.10B of The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Hong Kong Listing Rules").

As China Southern Airlines Company Limited has published the "Announcement of China Southern Airlines Company Limited in relation to the Provision of Guarantee for Wholly-owned Subsidiaries" on the Shanghai Stock Exchange, the full text of the announcement is set out below for information purpose. The mentioned transaction is required to be disclosed under the Rules Governing the Listing of Stocks on Shanghai Stock Exchange, and does not constitute any notifiable transaction or connected transaction as defined under the Hong Kong Listing Rules.

By order of the Board

China Southern Airlines Company Limited Xie Bing

Company Secretary

Guangzhou, the People's Republic of China 21 August 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.

Stock short name: China South Air Stock Code: 600029 Notice No.: Lin 2017-043

ANNOUNCEMENT OF CHINA SOUTHERN AIRLINES COMPANY LIMITED IN RELATION TO THE PROVISION OF GUARANTEE FOR WHOLLY-OWNED SUBSIDIARIES

The board (the "Board") of directors (the "Directors") of the Company and all of its members confirm that the contents of this announcement do not contain misrepresentations, misleading statements or material omission, and jointly and severally accept full responsibilities for the truthfulness, accuracy and completeness of the information contained in this announcement.

Important notice:

  • The guaranteed parties: Southern Airlines No. 2 (Tianjin) Leasing Company Limited (南航二号租赁（天津）有限公司)(the "No. 2 SPV Company"), Southern Airlines No. 5 (Tianjin) Leasing Company Limited (南航五号租赁（天津）有限公司)(the "No. 5 SPV Company"), Southern Airlines No. 6 (Tianjin) Leasing Company Limited (南 航六号租赁（天津）有限公司)(the "No. 6 SPV Company"), Southern Airlines No. 7 (Tianjin) Leasing Company Limited (南航七号租赁（天津）有限公司)(the "No. 7 SPV Company") and Southern Airlines No. 8 (Tianjin) Leasing Company Limited (南航八号 租赁（天津）有限公司)(the "No. 8 SPV Company");

  • The aggregate guarantee amount provided by China Southern Airlines Company Limited (the "Company") for the No. 2 SPV Company, No. 5 SPV Company, No. 6 SPV Company, No. 7 SPV Company and No. 8 SPV Company shall not exceed US$77.477 million, US$58.36 million, US$35.49 million, US$35.53 million, US$35.49 million and US$35.65 million, respectively; and the aggregate total guarantee amount provided by the Company shall not exceed US$242.507 million. As at the date of this announcement, the actual guarantee balances provided by the Company for the No. 2 SPV Company, No. 5 SPV Company, No. 6 SPV Company, No. 7 SPV Company and No. 8 SPV Company were nil;

  • No provision of counter-guarantee;

  • The overdue amount of loan guarantees provided by the Company and Xiamen Airlines Company Limited (a subsidiary of the Company, "Xiamen Airlines") to self-sponsored trainee pilots with respect to their training fees are approximately RMB18.989 million and 1.377 million, respectively (unaudited).

  1. SUMMARY OF THE AUTHORISED GUARANTEE

    1. Basic information of the guarantee

      In order to reduce the cost of aircraft and engine leasing, the Company agreed to provide guarantees for following five wholly-owned subsidiaries: No. 2 SPV Company,

      No. 5 SPV Company, No. 6 SPV Company, No. 7 SPV Company and No. 8 SPV Company, with the aggregate guarantee amount of not more than UUS$77.477 million, US$58.36 million, US$35.49 million, US$35.53 million, US$35.49 million and US$35.65 million, respectively. The aggregate total guarantee amount provided by the Company shall not exceed US$242.507 million.

    2. Consideration of the Board

      3. According to the provisions of the Articles of Association of the Company (the "Articles of Association"), the Board passed the following resolutions by means of written resolution on 21 August 2017:

      1. agreed to provide guarantees for following five wholly-owned subsidiaries: No. 2 SPV Company, No. 5 SPV Company, No. 6 SPV Company, No. 7 SPV Company and No. 8 SPV Company, with the total guarantee amount of not more than US$77.477 million, US$58.36 million, US$35.49 million, US$35.53 million, US$35.49 million and US$35.65 million, respectively; 2. authorised the general manager of finance department of the Company to sign relevant legal opinions, legal contracts and guarantee documents.

      The number of Directors supposed to be present was 11, of which 11 attended in person. The Directors approved the above resolutions unanimously after due consideration. The manner and procedures for considering the relevant resolutions were in compliance with the provisions of the Company law, Security Law and the Articles of Association of the Company.

    3. BASIC INFORMATION OF THE GUARANTEED PARTIES

      4. (I) Basic information of the guaranteed parties

      1. Name: Southern Airlines No. 2 (Tianjin) Leasing Company Limited (南航二号 租赁（天津）有限公司)

        Registered Place: Tianjin City Legal representative: Yang Bin Registered capital: RMB1,500,000

        Business scope: leasing business; purchasing lease assets from domestic and abroad market; dealing with the residual value of the lease assets and maintaining the lease assets (For the operating items required to be approved according to laws, they shall be approved by relevant authorities before the commencement of operation)

        Material contingent event which may affect the solvency of the guaranteed party: nil

        Shareholders and shareholdings: 100% owned by the Company

      2. Name: Southern Airlines No. 5 (Tianjin) Leasing Company Limited (南航五号 租赁（天津）有限公司)

        Registered Place: Tianjin City Legal representative: Yang Bin Registered capital: RMB300,000

        Business scope: leasing business; purchasing lease assets from domestic and abroad market; dealing with the residual value of the lease assets and maintaining the lease assets (For the operating items required to be approved according to laws, they shall be approved by relevant authorities before the commencement of operation)

        Material contingent event which may affect the solvency of the guaranteed party: nil

        Shareholders and shareholdings: 100% owned by the Company

      3. Name: Southern Airlines No. 6 (Tianjin) Leasing Company Limited (南航六号 租赁（天津）有限公司)

        Registered Place: Tianjin City Legal representative: Yang Bin Registered capital: RMB100,000

        Business scope: leasing business; purchasing lease assets from domestic and abroad market; dealing with the residual value of the lease assets and maintaining the lease assets (For the operating items required to be approved according to laws, they shall be approved by relevant authorities before the commencement of operation)

        Material contingent event which may affect the solvency of the guaranteed party: nil

        Shareholders and shareholdings: 100% owned by the Company

      4. Name: Southern Airlines No. 7 (Tianjin) Leasing Company Limited (南航七号 租赁（天津）有限公司)

      Registered Place: Tianjin City Legal representative: Yang Bin Registered capital: RMB100,000

      Business scope: leasing business; purchasing lease assets from domestic and abroad market; dealing with the residual value of the lease assets and maintaining the lease assets (For the operating items required to be approved according to laws, they shall be approved by relevant authorities before the commencement of operation)

      Material contingent event which may affect the solvency of the guaranteed party: nil

      Shareholders and shareholdings: 100% owned by the Company

    China Southern Airlines Company Ltd. published this content on 21 August 2017 and is solely responsible for the information contained herein.
    Distributed by Public, unedited and unaltered, on 21 August 2017 11:42:02 UTC.

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