EX-4.49




 Exhibit 4.49 

The Conditional Subscription Agreement relating to the 

Subscription of the H Shares under the Non-public Issue of H Shares of China 

Southern Airlines Company Limited 
 The
following parties entered into this Agreement as at 29 October 2021 in Guangzhou, Guangdong Province, People’s Republic of China: 
 Party A:
China Southern Airlines Company Limited 
 Address: Unit 301, 3/F, Office Tower Guanhao Science Park Phase I, 12 Yuyan Street Huangpu District, Guangzhou,
Guangdong Province 
 Legal Representative: Ma Xu Lun 
 Party
B: Nan Lung Holding Limited 
 Address: Unit 1106-7, K. Wah Centre, No. 191 Java Road, North Point, Hong Kong

 Authorized Representative: Jing Gongbin (敬公斌) 
 (The parties above are collectively referred to as the “Parties”, and each as
“Party” hereinafter) 
 Whereas: 
  

	 	1.	 Party A is a joint stock limited company incorporated and validly subsisting under the laws of the PRC, whose
shares are listed and traded on the Shanghai Stock Exchange and The Stock Exchange of Hong Kong Limited. As of the date of this Agreement, the registered capital of Party A is RMB6,948,416,728, and the total share capital is 16,948,416,728.



  

	 	2.	 Party B is a company incorporated and validly subsisting under the laws of Hong Kong with limited liability,
which is directly holds 2,243,271,577 H Shares of Party A and indirectly holds 36,712,000 H Shares of Party A legally through Perfect Lines (Hong Kong) Limited, a wholly-owned subsidiary of Party B, representing 13.62% of the total issued share
capital of Party A; Party B is a wholly-owned subsidiary of China Southern Airlines Company Limited (hereinafter referred to as “CSAH”). CSAH currently directly holds 8,600,897,508 A Shares of Party A and indirectly holds 2,279,983,577 H
Shares of Party A legally, accounting for 64.20% of the total issued share capital of Party A. 



  
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	 	3.	 Party A intends to increase its registered capital by non-public issue
of H Shares under the general authorization. Party B intends to subscribe for all H Shares of Party A issued under this non-public issue by Hong Kong dollars in cash. 



In witness whereof, the parties hereby enter into this Agreement to clarify their rights and obligations in connection with the subscription
of H Shares issued under this non-public issue after friendly negotiation. 
 Section I Definitions and
Interpretation 
  

	 	1.1	 In this Agreement, the following terms shall have the following meanings, unless otherwise agreed:



  

	 	1.1.1	 “This Agreement”, refers to the Conditional Subscription Agreement relating to the Subscription of
the H Shares issued under the Non-public Issue of H Shares of China Southern Airlines Company Limited entered between the parties on 29 October 2021. 



 

	 	1.1.2	 “H Shares issued under the non-public issue”: refers to all H
Shares issued by Party A to Party B by way of non-public issue in accordance with this Agreement as the subject purchased by Party B, with a par value of RMB1.00 each under requirements of this Agreement.



  

	 	1.1.3	 “Non-public issue of H Shares”: refers to the non-public issue of H shares by Party A to Party B. 


  

	 	1.1.4	 “Completion of the non-public issue”: refers to the date on
which H Shares issued under the non-public issue are registered under the name of Party B in the CSDC. 



  
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	 	1.1.5	 “Company” refers to Party A, China Southern Airlines Company Limited, hereinafter referred to as
“CSA”. 


  

	 	1.1.6	 “CSAH”: refers to the China Southern Air Holding Limited Company. 



 

	 	1.1.7	 “Nan Lung”: refers to Party B, Nan Lung Holding. Limited. 



 

	 	1.1.8	 “CSRC”: refers to China Securities Regulatory Commission. 



 

	 	1.1.9	 “CSDC”: refers to Party A’s Hong Kong branch share registrar and transfer office, Computershare
Hong Kong Investor Services Limited. 


  

	 	1.1.10	 “Stock Exchange”: refers to the Stock Exchange of Hong Kong Limited. 



 

	 	1.1.11	 “General Mandate”: refers to an unconditional general mandate granted to the board of directors at
the 2020 annual general meeting of the Company held on 30 June 2021, to separately or concurrently, allot, issue, and deal with additional A Shares and H Shares of the Company and to make or grant offers, agreements or options in respect
thereof, with the number of shares not exceeding 20% of the aggregate number of each of the existing A Shares and H Shares in issue as at the date of the relevant resolution to be proposed and passed at the annual general meeting. The General
Mandate is valid until the earlier of the conclusion of the 2021 annual general meeting of the Company; or the expiration of the 12 months period following the passing of the relevant resolution; or the revocation or variation of the authority given
to the board of directors of the Company under the resolution by a special resolution in general meetings. 


  

	 	1.1.12	 “Board Meeting Date”: refers to the date of the third meeting of the ninth session of the board of
directors of the Company. 


  

	 	1.2	 Interpretation 


  

	 	1.2.1	 The headings of this Agreement are for ease of reference only and shall not be used to interpret this
Agreement. 


  

	 	1.2.2	 All references to an article, section , paragraph, annex or appendix shall be subject to the articles,
sections, paragraphs , annexes or appendices of this Agreement. 



  
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	 	1.2.3	 “Including” as used in this Agreement refers to “including but not limited” whether or not
it is followed by “but not limited”. 


 Section II Share Subscription Arrangement 

 

	 	2.1	 The parties agrees that, the issue price of this non-public issue of H
Shares shall be the higher of the average trading price of the H Shares in the 20 trading days immediately prior to the date of the third meeting of the ninth session of the board of directors of the Company, and the latest audited net asset value
per Share attributable to equity shareholders of the Company as at the issuance of the H Shares (rounded up to the nearest two decimal places) in HK$ calculated based on the median exchange rate announced by the People’s Bank of China on the
Board Meeting Date. The average trading price of the H Shares in the 20 trading days preceding the Board Meeting Date = the total trading amount of H Shares traded in the 20 trading days preceding the Board Meeting Date/the total volume of H Shares
traded in the 20 Hong Kong trading days preceding the Board Meeting Date. The mentioned net asset value per Share will be adjusted in case of ex-right or ex-dividend
events including distribution of dividend, bonus issue, rights issue, and transfer to share capital from capital reserve during the period from the balance sheet date of the Company’s latest audited financial report to the date of issuance.



 The issue price of this non-public issue of H Shares will be adjusted in case
of ex-right or ex-dividend events including distribution of dividend, bonus issue, rights issue, and transfer to share capital from capital reserve during the period
from the Board Meeting Date to the date of issuance. 
 The adjustment formula are set out as follows: 

When distributing cash dividends only, the adjustment formula will be: P1 = P0–D 

When issuing bonus shares or capitalising capital reserve, the adjustment formula will be: P1 =P0/(1+N) 

  
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 When conducting rights issue only, the adjustment formula will be: P1=(P0+A×K)/(1+K)

 When distributing cash dividends, issuing bonus shares or capitalising capital reserve, and conducting rights issue were performed
simultaneously, the adjustment formula will be: P1=(P0–D+A×K)/(1+K+N) 
  

	 	 	 Whereas, P1 represents the adjusted issue price; P0 represents the issue price before adjustment; D represents
cash dividends per Share; N represents the number of bonus shares per Share or number of Shares resulting from capitalisation of capital reserve to be issued for each Share; A represents the price of the rights shares; and K represents the number of
rights shares to be issued for each Share. 


  

	 	 	 Based on the abovementioned issue price, Party A will issue no more than 855,028,969 (including 855,028,969)
shares to Party B under this non-public issue of H Shares, which is not more than 20% of the total share capital of H Shares as at the date of the 2020 annual general meeting of the Company, raising gross
proceeds of not more than HK$1,800 million (including HK$1,800 million). Where there are ex-right or ex-dividend events including bonus issue, rights issue, and
transfer to share capital from capital reserve during the period from the Board Meeting Date to the date of issuance which led to an adjustment of the issue price, the number of the H Shares to be issued under this
non-public issue of H Shares will be adjusted accordingly. 


  

	 	2.2	 Party B agrees to make a full one-time subscription of all H shares of
Party A issued under this non-public issue by HK$ in cash. 


  

	 	2.3	 Party B agrees that, upon the fulfillment of all the “Conditions Precedent” set forth in section III
hereof, it shall irrevocably subscribed for all H Shares issued under the non-public issue in full in accordance with the notice of Party A and agreed by terms of this Agreement and remitted all cash
consideration in one lump sum to the bank account designated by Party A in writing. 



  
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	 	2.4	 The Parties confirm that, after the completion of this non-public
issue, Party B shall be entitled to the corresponding rights of H Shares (including the right to income from accumulated profits) and undertake the corresponding obligations according to the actual number of H Shares held by Party B.



 Section III Conditions Precedent 
  

	 	3.1	 This Agreement shall be effective from the date of fully fulfillment of the following conditions:



  

	 	3.1.1	 The board of directors, general meeting of Party A shall pass the resolution and agree to implement the non-public issue of H Shares under this Agreement; 


  

	 	3.1.2	 The board of directors of Party B and the board of directors of CSAH shall pass the resolution and agree to
subscribe for the non-public issue of H Shares under this Agreement; 


  

	 	3.1.3	 All licenses, authorizations, permits, consents, approvals and other forms of approvals from the relevant
approval authorities, including but not limited to the competent authorities supervising the state-owned assets, CSRC and the Stock Exchange, etc, which allow Party A to carry out the non-public issue of H
Shares under this Agreement, have been obtained; 


  

	 	3.1.4	 The Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in,
the H Shares issued under the non-public issue. 


  

	 	3.2	 The Parties shall use theirs best effort to do or urge to do any further necessary actions and matters that may
be required in accordance with the applicable laws and regulations to fulfill the conditions precedent in the above terms and non-public issue of H Shares. 



  
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	 	3.3	 If the conditions precedent set forth above are not satisfied within 12 months from the date on which this
Agreement is approved at the general meeting of Party A, and an extension resolution on non-public issue of H Shares is not approved at the general meeting of Party A, this Agreement shall cease to be
effective. Neither of the parties shall make any claim against the other party, except for any previous breach of contract. If an extension resolution on non-public issue of H Shares is approved at the general
meeting of Party A, this Agreement shall remain in a pending state until all conditions precedent have been satisfied or the validity of the extension resolution has expired. 



Section IV Completion of the Non-Public Issuance 

 

	 	4.1	 When Computershare Hong Kong Investor Services Limited confirms that the subscription of H Shares issued under
this non-public issue has been completed and the registration has been completed, this non-public issue under this Agreement shall be completed. 



Section V Lock-up Arrangement 

 

	 	5.1	 Party B undertakes not to list or transfer all H Shares to be subscribed under Party A’s non-public issue within 36 months from the completion date of the this non-public issue of H Shares, excluding transfer to any subsidiary which is directly or indirectly
wholly-owned or controlled by CSAH under the permission by the Chinese laws and other applicable laws for Party A and listing rules for shares listing, and promised that the transferee(s) shall be continue to perform that commitment during the
foresaid Lock-up Period until expired. If the rules are different between the CSRC and the stock exchange where the CSA’s shares are listed, the rules of the CSRC shall prevail. 



 

	 	 	 5.2 During the Lock-up Period, Party B can create a charge or any other
security interests over all or part of the H Shares to be obtained under the subscription, but the formalities for registration of transferring such shares due to the creation of such charge or security interests is still subject to the lock-up period in case of transfer of the mentioned new H Shares necessitated by the creation of such charge or security interests. 



  
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 Section VI Party A’s Undertakings and Warranties 

 

	 	6.1	 Party A shall warrant to Party B that: 



 

	 	6.1.1	 Party A is an enterprise legal person duly registered and validly existing in accordance with the laws of the
People’s Republic of China; 


  

	 	6.1.2	 Party A shall sign and perform this Agreement: 



 

	 	(1)	 It complies with the provisions of its articles of association; 



 

	 	(2)	 It has taken or will take the necessary corporate actions to obtain all the necessary authorizations and
approvals; 


  

	 	(3)	 It will not violate any legal or contractual restrictions binding or affecting Party A. 



 

	 	6.2	 Party A warrants that all information provided by Party A to Party B during the negotiations and consultations
for the execution of this Agreement is true, accurate and complete. 


  

	 	6.3	 Party A undertakes that it will abide by the terms of this Agreement. 



 

	 	6.4	 Party A undertakes that it shall bear the economic and legal liabilities arising out of the breach of the
warranties and undertakings mentioned above and shall indemnify Party B for the actual losses and expenses incurred thereby. 



Section VII Party B’s Undertakings and Warranties 
  

	 	7.1	 Party B shall warrant to Party A that: 



 

	 	7.1.1	 Party B is a company duly registered and validly existing in accordance with the laws of Hong Kong with limited
liability; 


  

	 	7.1.2	 Party B shall sign and perform this Agreement: 



 

	 	(1)	 It complies with the provisions of its articles of association; 



 

	 	(2)	 It has taken or will take the necessary corporate actions to obtain all the necessary authorizations and
approvals; 



  
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	 	(3)	 It will not violate any legal or contractual restrictions binding or affecting Party B; 



 

	 	(4)	 Party B shall complies the regulations for prohibiting insider dealing and market misconduct in China mainland
and Hong Kong. 


  

	 	7.2	 Party B warrants that all information provided by Party B to Party A during the negotiations and consultations
for the execution of this Agreement is true, accurate and complete. 


  

	 	7.3	 Party B undertakes that it will abide by the terms of this Agreement. 



 

	 	7.4	 Party B undertakes that it shall bear the economic and legal liabilities arising out of the breach of the
warranties and undertakings mentioned above and shall indemnify Party A for the actual losses and expenses incurred thereby. 



Section VIII Default Liabilities 
  

	 	8.1	 Any breach of the obligations, undertakings, representations and warranties in this Agreement by either party
hereunder shall be deemed as breach of this Agreement. If this Agreement cannot be performed in whole, in part or in time due to the breach of contract by the breaching party, and thus causes losses to the other party, such breaching party shall be
liable for compensation. 


 Section IX Change, Modification and Assignment of this Agreement 

 

	 	9.1	 Any change or modification to this Agreement shall be made in writing and agreed upon by the Parties hereto.



  

	 	9.2	 Changes and modifications to this Agreement shall form an integral part of this Agreement.



  

	 	9.3	 Neither party shall assign any part or all of its rights or obligations hereunder without the written consent
of the other party. 



  
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 Section X Entire Agreement 

 

	 	10.1	 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this
Agreement and supersedes any prior oral or written proposals, representations, warranties, undertakings, letter of intent, memorandum of understanding, agreements and contracts between the Parties. Neither party shall rely on, and shall have no
right to rely on, such proposals, representations, warranties, undertakings, letters of intent, memorandum of understanding, agreements or contracts. 



Section XI Tax Apportion 
  

	 	11.1	 Except as otherwise agreed by the Parties, the relevant taxes incurred in this
non-public issuance of H Shares shall be borne by the Parties in accordance with relevant provisions of the state. 



Section XII Notice 
  

	 	12.1	 Any notice shall be sent in writing by either party to this Agreement under or in connection with this
Agreement. Notice shall be deemed to have been served if it is delivered by hand, or by registered mail to the following address, or to any other address to which the recipient has given ten days’ prior written notice: 



 

	 	 Party A: China Southern Airlines Company Limited 



	 	 Address: No. 68 Qixin Road, Bai Yun District, Guangzhou 



	 	 Postcode: 510403 



	 	 Recipient: Zhang
Xinyuan(张馨元) 


  

	 	 Party B: Nan Lung Holding Limited 



	 	 Address: Unit 1106-7, K. Wah Centre, No. 191 Java Road, North
Point, Hong Kong 


 Recipient: Xue Shao Guang
(薛少光) 

  
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	 	12.2	 If any notice is served by hand, it shall be deemed to have been served after the recipient has signed for it.
If the notice is sent by registered mail, it shall be deemed to have been delivered on the seventh day after it was sent to the recipient’s address. 



Section XIII Termination of this Agreement 
  

	 	13.1	 On occurrence of any of the following circumstances, this Agreement may be terminated: 



 

	 	(1)	 This Agreement shall be terminated by mutual consent of the Parties hereto; 



 

	 	(2)	 Either party shall have the right to unilaterally terminate this Agreement by notice in writing if this
Agreement fails to meet the conditions precedent of section III or fails to be performed by law, decree, governmental injunction or judicial order. 


  

	 	13.2	 In the event of any fault of either party or the fault of both parties resulting in any of the circumstances
referred to in the foregoing articles, the offending party shall be liable for the breach in accordance with section VIII hereof. 



Section XIV Dispute Resolution 
  

	 	14.1	 This Agreement shall be governed by the laws of the People’s Republic of China (excluding Hong Kong
Special Administrative Region, Macao Special Administrative Region and Taiwan for the purpose of this Agreement). 


  

	 	14.2	 For any dispute arising from the execution of this Agreement, the Parties shall try to settle by friendly
negotiation. If the negotiation fails, either party may initiate a suit to the People’s Court in Guangzhou with jurisdiction. 


  

	 	14.3	 The Parties shall continue to perform the provisions of this Agreement, except for the disputed matters
submitted in the lawsuit. 



  
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 Section XV Confidentiality 

 

	 	15.1	 Upon the execution of this Agreement, unless prior written consent is obtained from the other party, the
Parties shall undertake the following obligations of confidentiality, whether or not the non-public issuance of H Shares hereunder is completed, and whether or not this Agreement is terminated, rescinded,
revoked, deemed invalid or fulfilled: 


  

	 	15.1.1	 The Parties shall not disclose this Agreement and the transaction hereunder, and any documents related to the
transaction (hereinafter referred to as “Confidential Documents”) to any third party; 


  

	 	15.1.2	 The Confidential Documents and their contents shall only be used by the Parties for the purpose of the
transaction hereunder and shall not be used for any other purpose. 


  

	 	15.2	 The disclosure of Confidential Documents by the Parties hereto for the following reasons shall not be
restricted by section 15.1: 


  

	 	15.2.1	 Disclosure to the parties hereto and the sponsor agencies of the
non-public issue of A Shares, intermediary agencies of the non-public issue of H Shares such as financial consultants, accountants, lawyers, underwriters engaged by each
party; 


  

	 	15.2.2	 Disclosure due to the compliance with mandatory provisions of laws and regulations; 



 

	 	15.2.3	 Disclosure due to the mandatory requirements of regulator or competent government authorities.



 Section XVI Others 
  

	 	16.1	 This Agreement shall take effect from the date of signature by the legal representatives or authorized
representatives of the Parties and shall come into force in accordance with section III hereof. 


  

	 	16.2	 For the matters not mentioned herein, the Parties shall otherwise negotiate and sign a supplemental agreement
in writing, and such supplemental agreement shall have the same legal effect as this Agreement. 



  
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	 	16.3	 This Agreement is made in eight counterparts with each party holding two counterparts, the remaining four
counterparts filing with the relevant authorities, and each one has equal legal effect. 


 (No text below) 

  
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 (This page is for signature and seal page of the Conditional Subscription Agreement relating to the
Subscription of the H Shares issued under the Non-public Issue of H Shares of China Southern Airlines Company Limited without body text) 

Party A: China Southern Airlines Company Limited (common seal) 

Legal representative or authorized representative: (signature) 

29 October 2021 
 Party B: Nan Lung Holding Limited (common
seal) 
 Legal representative or authorized representative: (signature) 

29 October 2021