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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
requ
