China Southern Airlines Company Limited (CHINA SOUTH AIR, 01055) has issued a supplemental notice for its Annual General Meeting (AGM) scheduled on 29 May 2026 in Guangzhou, adding 10 new resolutions (Nos. 6-15) focused on a sizeable A-share private placement and related matters.
Key additions and terms:
1. Private Placement Framework • Type & Size: Up to 5.44 billion new A shares (≤ 30% of current share capital), each with a par value of RMB1.00, to be issued to no more than 35 specific investors. • Fund-Raising Target: Gross proceeds capped at RMB15.00 billion. • Use of Proceeds: – RMB10.50 billion for the procurement of 46 aircraft (total investment: RMB38.00 billion). – RMB4.50 billion to supplement general working capital. • Pricing: Issue price not lower than 80% of the 20-day VWAP of the company’s A shares preceding the pricing benchmark date, or the latest audited net asset value per share, whichever is higher. The benchmark date is the first day of the issuance period.
2. Controlling Shareholder Commitment China Southern Air Holding Company Limited (CSAH) will subscribe in cash for not less than RMB5.00 billion and not more than RMB10.00 billion of the placement. CSAH’s subscription constitutes a connected transaction; shares subscribed by CSAH will be locked up for 36 months, while other investors face a 6-month lock-up.
3. Validity & Authorisations • The share issue resolution, once approved, remains valid for 12 months. • The board, or its delegated persons, will have full authority to finalise pricing, investor selection, share count, and other issuance details after regulatory clearance from the Shanghai Stock Exchange and the CSRC.
4. Additional Ordinary Resolutions Shareholders will also vote on confirmation of conditions for the A-share issue, the feasibility report on use of proceeds, the report on prior fund-raising proceeds utilisation, and the impact-mitigation plan for earnings dilution.
5. Meeting Logistics The AGM will proceed at 2:30 p.m. on 29 May 2026 at the company’s Guangzhou headquarters (No. 68 Qixin Road, Baiyun District). A revised proxy form has been issued; shareholders who previously submitted the original proxy must follow updated instructions to ensure voting validity.
No other changes have been made to the resolutions in the original AGM notice dated 8 May 2026.
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