Media
Services Framework Agreement


 


		Party A:	China Southern
                                         Airlines Company Limited



 


		Party B:	Southern
                                         Airlines Culture and Media Co., Ltd.



 


Party B includes Southern
Airlines Culture and Media Co., Ltd. and its wholly-owned subsidiaries, namely Guangzhou Guangtianhe Media Company Limited, Shenyang
Guangtianhe Media Consultation Company Limited, Xinjiang Guangtianhe Media Company Limited, Beijing Guantianhe Culture Media Company
Limited and its controlled subsidiary, Guangdong Southern Pearl Information Media Company Limited.


 


Party A and Party B
unanimously agreed to enter into the following Framework Agreement under the principles of fairness and mutual benefit:


 


Chapter 1 General provisions


 


		Article 1	The scope
                                         and contents of the “Media Services” referred to in the framework agreement
                                         include sole advertising agency services, agency services for the planning, sourcing,
                                         production of the entertainment programmes on the flights, production services on the
                                         promotion channels, public relation services of air hostess recruitments and display
                                         services of publications of Party A.



 




    	1



    	 



    

 


		Article 2	The sole
                                         advertising agency services refer to the engagement of Party B to create the corporate
                                         image of Party A for the promotion of its passenger and cargo flight products and services,
                                         the provision of services in various forms subject to the conditions stipulated by this
                                         agreement. These include the promotion planning of Party A, the planning, agency distribution
                                         of domestic and overseas video, graphic, outdoor advertisement and the design, production,
                                         distribution and agency of advertisement of other media; all types of public relations,
                                         sales promotion and survey activities as well as the planning, organizing of exhibition
                                         and display; the design, production, promotion of the CI system of Southern Airlines;
                                         the design of packaging, decoration, environmental art, art & craft products, industrial
                                         designs etc; the design, production and sale of flight souvenir, promotional meachandise;
                                         the development of the related cultural sector and its advertising promotion matters
                                         etc.



 


		Article 3	The agency
                                         services for the planning, sourcing, production of the entertainment programmes on the
                                         flights of Party A refer to the planning and sourcing by Party B of all types of domestic
                                         and overseas movies, TV programmes, news, entertainment, finance, sport programmes and
                                         production of other related programmes, and provision of services related to in-flight
                                         entertainment to Party A as agent of Party A.



 


		Article 4	The production
                                         services on promotion channels refer to the planning, design, production and broadcasting
                                         of promotion programmes by Party B according to the promotion needs and promotion plans
                                         of Party A, and the services of broadcasting and lawful distribution of the above programmes
                                         in “Discovery Channel” and specially agreed channels.



 




    	2



    	 



    

 


		Article 5	The public
                                         relation services of air hostess recruitment refer to the engagement of Party B as agent
                                         of Party A to carry out the advertising promotion, on-site recruitment in all recruitment
                                         districts, safeguarding the back office of the recruitment activities, execution of the
                                         activities, production and coordination of TV programmes on the recruitment activities
                                         of air hostess recruitment, the sale of gifts related to air hostess recruitment and
                                         other services related to the recruitment activities to create its brand and promote
                                         its corporate image.



 


		Article 6	The display
                                         services of publications refer to the services that Party A allows Party B to specifically
                                         implement the work of displaying the publications published and distributed by the subsidiaries
                                         of Party B in the premises owned by Party A. The newspapers and magazines published by
                                         Party B are important public opinion promotion tools of China Southern Airlines Group
                                         in which they provide public opinion promotion services for the entire Southern Airlines.



 


		Article 7	Party B
                                         provides publications to Party A for reading display; Party A will assist Party B to
                                         carry out the display of publications on a regular basis, at the same time it will strictly
                                         control the number and type of in-flight publications. Publications not bearing a “National
                                         Uniform Publication Number” are not allowed to be displayed in the cabins belonging
                                         to Party A and other public areas.



 




    	3



    	 



    

 


Chapter
2 Rights and obligations


 


		Article 8	Rights of
                                         Party A



 


		1.	Party A has the right to formulate
                                         and adjust the annual advertisement agency programme, the planning, sourcing and production
                                         of the contents of the entertainment programmes on the flights of Party A, the working
                                         plans of air hostess recruitment and display of publications according to its operational
                                         needs, and it has the right to request Party B to implement them according to the plans.



 


		2.	Party A has the right to decide
                                         the contents, format, media, broadcast scope, number of words, layout, starting and ending
                                         time etc of its advertising and promotion according to its operational needs, and inform
                                         Party B the above decisions as per the annual plan, and for ad hoc items, it shall inform
                                         Party B 30 days in advance.



 


		3.	Party A has the right to participate
                                         in the sourcing and price negotiations of Party B related to sourcing according to the
                                         provisions set by Party A, and has the right to decide if it accepts the negotiation
                                         results or not.



 


		4.	Party A has the right to request
                                         Party B to provide the design, production and distribution of advertisements and agency
                                         services which meet the corporate image of Party A and of high quality.



 




    	4



    	 



    

		5.	Party A has the right to approve
                                         the design, production and quotation of the advertising projects provided by Party B.
                                         If the design, production of the advertising projects of Party B do not meet the requirements
                                         of Party A or their prices are higher than the market prices, Party A can opt for the
                                         advertising services provided by third parties.



 


		6.	Party A has the right to approve
                                         the advertisements produced by Party B as agent before the advertisements are released.



 


		7.	If Party B cannot complete the
                                         related projects according to the quality and deadline requirements of Party A, Party
                                         A has the right to request Party B to give financial compensation.



 


		8.	Party A has the right to request
                                         Party B to report the content framework and working plans to Party A for written consent
                                         before implementation when Party B provides the agency services of planning, sourcing
                                         and production of in-flight entertainment programmes and public relation services of
                                         air hostess recruitment.



 


		Article 9	Obligations
                                         of Party A



 


		1.	In order to facilitate Party
                                         B to be the agent of all types of advertisements under this agreement, Party A should
                                         provide the business licence, aviation transportation operation permit, materials proving
                                         the authenticity of the contents of the advertisements and other relevant information
                                         as required by the “Advertisement Law of the People’s Republic of China”.



 


		2.	Party A should be responsible
                                         for the authenticity of the contents of the advertisements provided by it.



 




    	5



    	 



    

 


		3.	If Party B breaches the contract
                                         due to the reasons of Party A, Party A shall bear all the legal and financial responsibilities
                                         arising from the breach.



 


		Article 10	Rights
                                         of Party B



 


		1.	Party B shall be the sole advertising
                                         agent of Party A subject to the conditions provided under this agreement. If the design
                                         and production of the advertising projects of Party B do not meet the requirements of
                                         Party A or their quotations are higher than the market prices, Party B agrees to abandon
                                         the right of providing sole advertising agency services for those projects, Party A can
                                         opt for the advertising agency services provided by third parties.



 


		2.	Party B has the right to give suggestions
                                         on the advertising plan formulated by Party A.



 


		3.	Party B has the right to verify the
                                         authenticity of the contents of the advertisements provided by Party A, and to refuse
                                         to act as agent of those advertisements with misrepresented contents or incomplete proof
                                         documents.



 


		4.	Party B has the right to charge agency
                                         fee for the services provided under this agreement.



 


		Article 11	Obligations
                                         of Party B



 





		1.	Party B guarantees that it possesses
                                         the approval documents and qualifications required to provide all the services specified
                                         in this agreement, and that its signing and performing of this agreement will not violate
                                         the provisions of the law, regulations and rules. Party B should guarantee that it will
                                         assist Party A to perform this agreement according to the relevant listing rules of the
                                         stock exchange where its securities are listed (hereinafter, the “Listing Rules”).



 






    	6



    	 



    

 


		2.	Party B shall provide services in
                                         time and strictly according to the annual business plan of Party B or the service matters
                                         confirmed by written instruction of individual assignment, any responsibilities incurred
                                         as a result of the acts beyond the assignment scope of Party A shall be borne by Party
                                         B itself.



 


		3.	After Party B has received the notice
                                         of assignment of work from Party A, it should complete the proposal within the time specified
                                         as requested by Party A, and arrange implementation after it has sent the proposal to
                                         Party A for approval.



 


		4.	Party B shall be responsible for
                                         the legality of the advertisements that it produces, any infringement responsibilities
                                         claimed by any party related to the interests of copyright, portraiture right etc of
                                         those advertisements shall be borne by Party B.



 


		5.	Party B shall implement the evaluation
                                         of the media, purchasing advertisement slots with the media according to the request
                                         of Party A, and release the advertisements in time.



 


		6.	After the release of the advertisement
                                         of Party A that Party B acts as agent, Party B should track the actual release results
                                         of that advertisement and provide a monitoring report to Party A.



 




    	7



    	 



    

 


		7.	Party B has confidentiality duty
                                         over the contents of the advertisement assigned by Party A, it should not disclose or
                                         announce the contents assigned to any third party. Party B shall bear all responsibilities
                                         for any legal responsibilities or financial losses suffered by Party A due to the early
                                         divulgation of the advertisement information attributable to Party B.



 


		8.	Party B shall be responsible for
                                         the legality of the advertisements that it releases using the advertising media of Party
                                         A, any legal disputes attributable to Party B during the release process shall be resolved
                                         by Party B; for any legal disputes not caused by Party B, Party B should actively assist
                                         Party A to handle them while maintaining the image of Party A in a concrete manner.



 


		9.	If Party B uses the aircrafts of
                                         Party A (including the exterior and interior of aircrafts) as advertising media, on top
                                         of guaranteeing the fitness for flight of the aircraft, the contents, format and display
                                         location of its advertisement should satisfy the overall layout of Party A and the business
                                         concepts of the company, and that the advertisement should not hinter the normal operation
                                         of Party A.



 


		10.	Party B should provide newspapers
                                         and magazines for reading inside the cabin of airplane to Party A under the mutual benefit
                                         principle; the subsidiaries of Party B work as media based on their initial founding
                                         concepts, and ever since assume the external advertising and promotion duties of CSAHC
                                         and its members company, Party A as a major member company of CSAHC, the subsidiaries
                                         of Party B should carry out promotion of the aviation route and aviation development
                                         activities of Party A in their main media.



 




    	8



    	 



    

 


		11.	The additional costs of production
                                         of Party B for the publication of advertisement in the media such as the entertainment
                                         programmes and facilities in the airplanes of Party A shall be borne by Party B; and
                                         Party B agrees to sign a specific agreement to confirm the cost sharing method regarding
                                         the income and expenses obtained in the public relation services of air hostess recruitment.



 


		12.	If Party A orders gifts from Party
                                         B, Party B should design and produce sample gifts according to the requirements of Party
                                         A, and print the logo of Party A on the gifts ordered by Party A.



 


Chapter 3 Copyright of advertisements


 


		Article 12	The copyright
                                         of all advertisements produced by Party A and with Party B as agent according to this
                                         agreement shall belong to Party A, without the permission of Party A, Party B should
                                         not use them in other advertising agency acts other than this agreement.



 






    	9



    	 



    

 


Chapter 4 Annual cap for transactions
of media services


 


		Article 13	With the
                                         continuous improvement, unification of the corporate image of Party A, the strength of
                                         marketing work is further increased together with the intensity of advertising and promotions,
                                         based on the past transactions between both parties, and taking into account the advertising
                                         and promotion needs of Party A in the coming three years, excluding the impact of uncontrollable
                                         factors, the upper limits of the amounts of forecast media service transactions generated
                                         under this agreement in the coming three years are listed in the following table:



 


	 	 	2013	 	 	2014	 	 	2015	 
	Annual cap of transactions	 	 	98,000,000	 	 	 	105,000,000	 	 	 	113,000,000	 



 


(Unit: RMB)


 


		Article 14	The actual
                                         amounts of the actual transactions between Party A and Party B should be executed according
                                         to the amounts determined in the contracts of individual businesses signed by both parties,
                                         but the media service fee actually incurred in each year should not exceed the amount
                                         of the upper limit of the transactions for the year specified in this agreement. Party
                                         A and Party B should meet the regulations of the Listing Rules during the process of
                                         executing this agreement.



 






    	10



    	 



    

 


Chapter 5 Pricing and payment of the
media service fee


 


		Article 15	The pricing
                                         or charging scale of the services under this agreement should be determined by taking
                                         the market price for reference, and should be fixed by fair discussion at the time of
                                         occurrence of the individual specific business by both parties.



 


		Article 16	The “Market
                                         Price” mentioned in this agreement refers to the price fixed by the operators themselves
                                         and determined by market competition.



 


		Article 17	The Market
                                         Price is determined according to the following order:



 


		1.	The price charged by an independent
                                         third party at the place of provision of similar services of its proximity which provides
                                         similar services under normal trading situations at that time;



 


		2.	The price charged
                                         by an independent third party in China which provides similar services under normal trading
                                         situations at that time.



 


		Article 18	Both parties
                                         should carry out a review of the contents of the related services specified in this agreement
                                         together with the pricing scale and payment method of the following financial year before
                                         31 December in each of the coming three years and sign a supplementary agreement. If
                                         both parties cannot reach consensus on the terms of the supplementary agreement before
                                         the above deadline, the pricing scale and payment method of the current year will be
                                         applicable to the following financial year.



 




    	11



    	 



    

 


		Article 19	After Party
                                         A and Party B have reached consensus on the specific media service matters, they shall
                                         authorize the business department of Party A to send “Customer Confirmation Slip”
                                         to Party B, and to enter into individual specific media service business contracts, and
                                         both parties shall pay the fees according to the provisions of the specific contracts.
                                         Party B undertakes that the related expenses of the media services that it charges Party
                                         A are based on the Market Prices of similar businesses as recognized by Party A.



 


Chapter 6 Validity and changes of the
agreement


 


		Article 20	This agreement
                                         will take effect from 1 January 2013, the validity period is from 1 January 2013 to 31
                                         December 2015.



 


		Article 21	Unless
                                         otherwise provided or required by the Listing Rules applicable to Party A, an extension
                                         agreement can be entered into in writing by agreement upon discussion by both parties
                                         30 days before the expiry of the validity period.



 


		Article 22	During
                                         the validity period of this agreement, alterations or supplements to this agreement can
                                         be made through discussion and agreement of Party A and Party B.



 


		Article 23	During
                                         the validity period of this agreement, this agreement can be discharged in writing through
                                         discussion and agreement of Party A and Party B, but prior notice of 30 days must be
                                         given to the other party.



 






    	12



    	 



    

 


Chapter 7 Default liabilities


 





		Article 24	Party A
                                         and Party B should strictly perform its respective obligations under this agreement,
                                         otherwise they will breach the contract, the defaulting party shall bear the related
                                         default liabilities according to the relevant provisions of the “Contract Law of
                                         the People’s Republic of China”.



 


Chapter 8 Miscellaneous


 


		Article 25	The law
                                         of the People’s Republic of China shall apply to the entering into, performance,
                                         interpretation and dispute resolution of this agreement.



 


		Article 26	This agreement
                                         is prepared in quadruplicate, Party A and Party B each retains two copies which are equally
                                         legally binding.



 




    	13



    	 



    

 


(No main text below)


 


Party A: China Southern Airlines Company
Limited


 


Signature:


 


[signature & seal]


 


19 April 2013


 


Party B: Southern Airlines Culture and
Media Co., Ltd.


 


Signature:


 


[signature & seal]


 


19 April 2013


 








    	14