Exhibit 4.2
This is only an English translation of the agreement in Chinese
This English translation shall not have any binding effect.
No responsibility can be accepted for reliance upon it.
CHINA SOUTHERN AIRLINES CO., LTD.
INDEPENDENT NON-EXECUTIVE DIRECTOR'S SERVICE AGREEMENT
This Agreement is entered into between and by the following two parties as of
__________:
Party A: China Southern Airlines Co., Ltd., a limited
liability company established under the laws of the
People's Republic of China with its registered
address at Baiyun Airfield of Guangzhou, Guangdong
Province;
Party B: [Name] [Address].
The two parties agree as follows:
1. Definition:
1.01 During the term of this Agreement, unless otherwise provided, "Board of
Directors" refers to Party A's Board of Directors; "Month" refers to
the calendar month.
1.02 Unless otherwise provided, articles referred in this Agreement all
refer to the articles in this Agreement.
2. Appointment
Party A shall appoint Party B in terms and conditions set forth in this
Agreement and Party B shall assume the position of an Independent
Non-Executive Director of the Board of Directors of Party A in terms
and conditions set forth in this Agreement.
3. Term of Office
Unless otherwise provided, Party A shall appoint Party B as Independent
Non-Executive Director as of for a term of three (3) years. When the
term of office expires, Party B may take consecutive terms subject to
the approval of the Board of Directors of Party A and this Agreement
remains effective until either party gives no less than one month prior
written notice to the other party.
4. Party B's Duty and Responsibility
During the term of office, Party B shall
(a) perform as Party A's director the duties assigned from time to
time by the Board of Directors and exercise the power
conferred upon him from time to time by the Board of
Directors;
(b) comply with and conform to any lawful instructions or
directions that the Board of Directors issue from time to time
and serve the Company in good faith and prudent manner and
shall do his best to promote the business of the Company; and
(c) diligently and whole heartedly devote himself to Party A's
business and interest and personally attend to Party A's
business and interest at any time during the normal hours of
business and other hours reasonably required by Party A with
the exception when he is disabled due to illness or accident.
5. Payment
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5.01 Party A shall pay Party B all reasonable expenses incurred in the
performance of this Agreement, or for the attendance to the meeting of
the Board of Directors of Party A, or for other matters during the term
of office. Party B agrees to the annual payment of RMB50,000 (after
income tax) by Party A to Party B as Party B's remuneration as the
Independent Non-Executive Director of Party A.
6. Termination
6.01 In case Party B fails to perform his duty for six (6) months or more,
Party A, with the resolution of the Board of Directors of Party A, may
terminate Party B's term of office provided that a one month prior
written notice is given.
6.02 If Party B is in serious violation of the provisions of this Agreement
during the term of office, or seriously damages Party A's interests, or
becomes bankrupt or fails to pay off his personal debts, or is indicted
for any criminal acts, Party A, with the resolution of the Board of
Directors of Party A, may remove him from office at once. If Party B is
removed from his office, he is not entitled to any claim for the
removal of his office.
6.03 When the appointment is terminated for whatever reasons, Party B shall
resign from the Board of Directors of Party A at once.
7. Miscellaneous
7.01 Party B shall assume no personal liabilities when he performs any act
in the capacity of a director provided that such act does not violate
the criminal law or constitute a crime. If Party B, in the capacity of
a director, performs in good faith an act, resulting in any claim or
losses, Party A shall indemnify for Party B or make compensation to
Party B.
7.02 Any notice, requirement or other communications made or issued in
accordance with the provisions of this Agreement, should be issued or
made in writing.
7.03 If any clauses of this Agreement become illegal, invalid or
unenforceable at any time or in any respect, the legality, validity and
forcibility of other clauses of this Agreement shall not be affected or
damaged in any way.
7.04 Party B shall comply with the various rules and regulations that Party
A formulates in accordance with the Laws of China. Party A has power to
amend and supplement the aforesaid rules and regulations and reward and
punish Party B according to them.
7.05 The execution, validity, interpretation and performance of this
Agreement shall be governed by the Laws of the People's Republic of
China.
7.06 The Agreement is written in Chinese.
7.07 Party B realizes that in the performance of his duties as director, he
may learn Party A's commercial secrets, including but not limited to
documents, reference materials, data, information, plans, etc. Party B
acknowledges that these confidential materials belong to Party A
exclusively and Party B has obligation to keep them confidential.
7.08 Any dispute arising out of the performance of or in connection with
this Agreement shall be settled through friendly negotiation. If no
settlement can be reached through negotiation, either party may file a
suit with the competent people's court.
7.09 Any matter not covered by this Agreement shall be settled under the
relevant laws and regulations of China or the rules and regulations of
the local government.
7.10 This Agreement is made in two counterparts. Party A and Party B shall
each hold one.
PARTY A: CHINA SOUTHERN AIRLINES CO., LTD.
REPRESENTATIVE: ___________________________
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PARTY B:
Date: _____________________
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