Securities abbreviation: China Southern Airlines Company Limited(600029) securities code: 600029 Announcement No.: pro 2022-009 China Southern Airlines Company Limited(600029)
Announcement on commitments related to non-public offering of shares
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
China Southern Airlines Company Limited(600029) (hereinafter referred to as “the company”) intends to issue A-share shares (hereinafter referred to as “the offering”) to China China Southern Airlines Company Limited(600029) Group Co., Ltd. (hereinafter referred to as “China Southern Airlines Group”), the controlling shareholder of the company. China Southern Airlines Group plans to subscribe for the A-share shares of the company in cash, and the company is the issuer of the offering, As the subscription object of this offering, China Southern Airlines Group has made commitments on relevant matters, as follows:
1、 Explanation and commitment on subscription
(I) description of the subscriber
As the subscriber of this offering, China Southern Airlines Group issued the statement on the source of funds for subscribing China Southern Airlines Company Limited(600029) non-public Development Bank shares, and the source of subscription funds is as follows:
1. All the funds used by China Southern Airlines Group to subscribe for the company’s non-public offering of shares come from its own funds or self raised funds in legal forms. The source of funds is legal and compliant, and has complete and effective disposal rights;
2. China Southern Airlines Group does not use the funds of the company and its related parties for this subscription through external raising, holding on behalf of others, structured arrangement or direct or indirect use; 3. China Southern Airlines Group does not accept financial assistance, compensation, promised income or other agreements and arrangements provided by the company or its stakeholders.
(II) commitment of the issuer
As the issuer of this offering, the company issued the commitment that there is no financial assistance or compensation for non-public offering of shares to investors participating in the subscription directly or through stakeholders. The commitments are as follows:
“The company does not make any commitment or other agreement or arrangement on minimum guarantee income or disguised minimum guarantee income to the issuing object, provide financial assistance and compensation to the investors participating in the subscription directly or through stakeholders, seek illegitimate interests or transfer interests to other relevant stakeholders by means of proxy holding, trust shareholding, etc., and does not Violation of Article 29 of the detailed rules for the implementation of non-public offering of shares by listed companies (revised in 2020), Article 17 of the measures for the administration of securities issuance and underwriting and other relevant laws, regulations and normative documents. “
2、 Relevant commitments on share reduction and share reduction plan
As the subscriber of this offering, China Southern Airlines Group issued the letter of commitment of China China Southern Airlines Company Limited(600029) Group Co., Ltd. that there is no reduction of China Southern Airlines Company Limited(600029) shares or reduction plan. The commitments are as follows:
1. Six months before the date when the board of directors of the company first considered the non-public offering plan (i.e. October 29, 2021) to the date of issuance of this commitment letter, China Southern Airlines Group, Nanlong Holding Co., Ltd. and its wholly-owned subsidiary Hangxin (Hong Kong) Co., Ltd. (the three companies collectively referred to as “China Southern Airlines Group and persons acting in concert”) did not sell or reduce any shares of the company in any way;
2. From the date of issuance of this letter of commitment to six months after the completion of the company’s non-public offering, China Southern Airlines Group and the persons acting in concert will not sell or reduce any shares of the company held in any way, nor will there be any plan to reduce shares of the company; 3. China Southern Airlines Group and the persons acting in concert do not violate Article 44 of the securities law of the people’s Republic of China. In case of violation, the proceeds from the reduction of shares held by China Southern Airlines Group and those acting in concert will belong to the company;
4. This letter of commitment shall be binding on China Southern Airlines Group and the persons acting in concert from the date of signing. If China Southern Airlines Group and the persons acting in concert violate the above commitments and reduce their holdings, all the proceeds from the reduction shall belong to the company, and China Southern Airlines Group and the persons acting in concert shall bear the legal liabilities arising therefrom according to law.
It is hereby announced.
China Southern Airlines Company Limited(600029) board of directors January 28, 2022
