| 2024-05-07 |
详情>>
股本变动：
变动后总股本36241.82万股
变动原因 ▼▲
|
| 2023-03-29 |
详情>>
业绩披露：
2022年年报每股收益-1.9元,归母净利润-326.99亿元,同比去年增长-170.11%
|
| 2022-12-01 |
股东大会：
将于2022-12-28召开股东大会
会议内容 ▼▲
- 1.The resolution regarding the purchase of 96 Airbus A320NEO family aircraft by the Company from 2024 to 2027. (Details of this resolution are set out in the Circular.)
2.The resolution regarding the purchase of 40 Airbus A320NEO family aircraft by Xiamen Airlines Company Limited.
3.The resolution regarding the renewal of finance and lease service framework agreement entered into between the Company and China Southern Air Leasing Company Limited.
4.The resolution regarding the renewal of financial services framework agreement entered into between the Company and China Southern Airlines Group Finance Company Limited.
5.The resolution regarding the election of executive Directors for the 9th session of the Board of the Company:the resolution regarding the election of Mr. Luo Lai Jun as an executive Director for the 9th session of the Board of the Company.
6.The resolution regarding the election of independent non-executive Directors for the 9th session of the Board of the Company:the resolution regarding the election of Mr. Cai Hong Ping as an independent non-executive Director for the 9th session of the Board of the Company.
|
| 2022-10-31 |
详情>>
业绩披露：
2022年三季报(累计)每股收益-1.03元,归母净利润-175.87亿元,同比去年增长-187.42%
|
| 2022-08-31 |
详情>>
业绩披露：
2022年中报每股收益-0.68元,归母净利润-114.9亿元,同比去年增长-144.99%
|
| 2022-05-16 |
股东大会：
将于2022-06-30召开股东大会
会议内容 ▼▲
- 1.the Report of the Directors of the Company for the year 2021;
2.the Report of the Supervisory Committee of the Company for the year 2021;
3.the audited consolidated financial statements of the Company for the year 2021;
4.the profit distribution proposal of the Company for the year 2021;Considering that the Company suffered an operating loss for the year 2021, which does not meet the conditions for profit distribution as required under the Articles of Association, the Board did not recommend any payment of cash dividend or conversion of capital reserve into share capital or other profit distribution of the Company for the year 2021.
5.the appointment of external auditor for the year 2022;To agree to appoint KPMG Huazhen (Special General Partnership) to provide professional services to the Company for its domestic financial reporting and internal control reporting, U.S. financial reporting and internal control of financial reporting for the year 2022 and to appoint KPMG to provide professional services to the Company for its Hong Kong financial reporting for the year 2022, and to authorise the Board to determine their remuneration based on the actual work done;
6.(A)the Board of the Company be and is hereby authorised to allot, issue and deal with additional shares of the Company under the general mandate.
(1)subject to paragraph (3) of this resolution, the Board of the Company be and is hereby generally and unconditionally authorised to exercise during the Relevant Period (as defined in paragraph (4) of this resolution) of all the powers of the Company to allot, issue and deal with additional A Shares and/or H Shares of the Company (hereinafter referred to as “Shares”) and to make or grant offers, agreements and options which might require the exercise of such powers;
(2)the authorisation to the Board of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period be and is hereby approved;
(3)the number of additional A Shares and H Shares (as the case may be) allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with either separately or concurrently by the Board of the Company pursuant to the authorisation in paragraph (1) of this resolution shall not exceed 20% of the total number of each of the Company’s existing A Shares and H Shares (as the case may be) in issue at the date of passing this resolution;
(4)for the purpose of this resolution:
“Relevant Period” means the period from the passing of this resolution until the earlier of:
(a)the conclusion of the 2022 annual general meeting of the Company;
(b)the expiration of the 12 months period following the passing of this resolution;
(c)the revocation or variation of the authority given to the Board of the Company under this resolution by a special resolution of the Company’s shareholders at a general meeting.
(B)the Board of the Company be and is hereby authorised to increase the registered capital of the Company to reflect the issue of Shares authorised pursuant to the above paragraph (A) of this resolution, to make such appropriate and necessary amendments to the Articles of Association of the Company as they think fit to reflect such increase in the registered capital of the Company upon the allotment or issuance of shares, and to take any other action and go through any procedure required to effect such increase of the registered capital of the Company.
7.THAT the Board be and is hereby authorised to determine the specific Debt Financing Instruments and issuance plan, and to issue, in one or multiple tranche(s), Debt Financing Instruments within the permissible size for debt issuance in accordance with the requirements of the applicable laws and regulations under the general mandate.
8.the provision of guarantees by Xiamen Airlines Company Limited to its subsidiaries;
9.the Report on Use of Proceeds from Previous Fund Raising Activities.
|
| 2022-04-29 |
详情>>
业绩披露：
2022年一季报每股收益-0.27元,归母净利润-44.96亿元,同比去年增长-12.23%
|
| 2022-04-28 |
详情>>
业绩披露：
2021年年报每股收益-0.75元,归母净利润-121.06亿元,同比去年增长-11.61%
|
| 2022-04-28 |
详情>>
业绩披露：
2019年年报每股收益0.22元,归母净利润26.40亿元,同比去年增长-8.81%
|
| 2021-11-12 |
股东大会：
将于2021-12-28召开股东大会
会议内容 ▼▲
- AS ORDINARY RESOLUTIONS
1.The resolution regarding the satisfaction of the conditions of the non-public issue of A Shares by the Company.
2.The resolution regarding the Feasibility Report on the Use of Proceeds from the non-public issue of A Shares of the Company.
3.The resolution regarding the Report on Use of Proceeds from Previous Fund Raising Activities.
4.The resolution regarding the impacts of dilution of current returns of the non-public issue of Shares and the remedial returns measures and the undertakings from controlling shareholder, directors and senior management of the Company on the relevant measures.
5.The resolution regarding the Plan of Shareholders’ Return of China Southern Airlines Company Limited (2022-2024).
AS SPECIAL RESOLUTIONS
6.The resolution regarding the proposal of the non-public issue of A Shares of the Company:
6.1.Types of Shares to be issued and the par value,The Shares to be issued under this non-public issue are domestic-listed RMB ordinary shares (A Shares) with par value of RMB1.00 each.
6.2.Issue method and period,The A Shares will be issued by way of non-public issue to specific entity. The Company will choose the appropriate time to issue within the valid period as approved by CSRC.
6.3.Subscriber and subscription method,The subscriber of this non-public issue of A Shares is China Southern Air Holding Company Limited (hereinafter referred to as “CSAH”), the controlling shareholder of the Company. CSAH will make a one-time full subscription with cash payment.
6.4.Price determination date, issue price and pricing method,The price benchmark date of this non-public issue of A Shares shall be the date of the announcement regarding the resolutions of the third meeting of the ninth Board. The issue price of this non-public issue of A Shares represents the higher of the 90% of the average trading price of the A Shares in the 20 trading days immediately prior to the price benchmark date for the new A Shares, and the latest audited net asset value per Share attributable to equity shareholders of the Company (rounded up to the nearest two decimal places). Where there are any 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 of such new A Shares, the abovementioned audited net asset value per Share attributable to equity shareholders of the Company will be adjusted accordingly.The average trading price of the A Shares in the 20 trading days preceding the price benchmark date for the new A Shares equals the total trading amount of A Shares traded in the 20 trading days preceding the price benchmark date for the new A Shares divided by the total volume of A Shares traded in the 20 trading days preceding the price benchmark date for the new A Shares. Where there are any 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 price benchmark date to the date of issuance of the new A Shares, the issue price of the Shares to be issued under this non- public issue of A Shares shall be adjusted in view of the ex-right or ex-dividend events. Based on the abovementioned pricing principles, the price of the Shares to be issued under this non-public issue of A Shares is RMB5.60 per share.
6.5.Number of shares to be issued,The number of A Shares to be issued to the specific entity under this non-public issue is 803,571,428 new A Shares, which will not exceed 20% of the share capital of A Shares then in issue of the Company on the date of the 2020 annual general meeting. If the price of the A Shares to be issued is adjusted due to ex-right events including bonus issue, rights issue, and transfer to share capital from capital reserve during the period from the resolution announcement date of the meeting of board of directors regarding the non- public issue of A Shares to the date of issuance, the number of A Shares to be issued will be adjusted accordingly. The final number of A Shares to be issued under this non-public issue is subject to the approval of CSRC.
6.6.Lock-up period,The A Shares shall not be listed or traded on any stock exchange, or transferred within 36 months from the completion date of this non-public issue of A Shares. The same lock-up requirement is applicable for the A Shares subsequently obtained due to distribution of share dividend, transfer to share capital from capital reserve and rights issue by the Company during the lock-up period.
6.7.Proceeds raised and the use of proceeds,The proceeds raised from this non-public issue of A Shares will be not more than RMB4,500 million (including RMB4,500 million). The proceeds raised from this non- public issue of A Shares (after deduction of expenses for the issuance) will be utilised to supplement the general working capital.
6.8.Place of listing,The A Shares issued under this non-public issue will be listed and traded on The Shanghai Stock Exchange after the expiry of the lock-up period.
6.9.The arrangement for the distribution of undistributed profits accumulated before the non- public issue of A Shares,The Company’s undistributed profits accumulated prior to the non-public issue of A Shares shall be shared by all the Shareholders of the Company, pro-rata to their respective shareholding in the Company, upon completion of the non-public issue of A Shares.
6.10.Validity period of this resolution regarding this non-public issue of A Shares,This resolution shall be effective for a period of 12 months from the date of approval of the resolution with respect to this non-public issue of A Shares at the EGM.
7.The resolution regarding the preliminary proposal of the non-public issue of A Shares by the Company.
8.The resolution regarding the connected transactions involved in the non-public issue of A Shares by the Company.
9.The resolution regarding the connected transactions involved in the non-public issue of H Shares by the Company.
10.The resolution regarding the conditional subscription agreement in relation to the subscription of the A Shares under the non-public issue of A Shares of China Southern Airlines Company Limited entered into between the Company and the specific entity.
11.The resolution regarding the conditional subscription agreement in relation to the subscription of the H Shares under the non-public issue of H Shares of China Southern Airlines Company Limited entered into between the Company and the specific entity.
12.The resolution regarding the Board or the authorised person(s) thereof is hereby authorised to amend the relevant articles of the Articles of Association of China Southern Airlines Company Limited upon completion of the non-public issue of Shares.
13.The resolution regarding the Board or the authorised person(s) thereof is hereby authorised by the general meeting with full power to deal with all matters relating to the non-public issue of A Shares and the non-public issue of H Shares.
14.The resolution regarding the amendments to the Articles of Association of China Southern Airlines Company Limited.
15.The resolution regarding the amendments to the Procedural Rules of the Board of Directors of China Southern Airlines Company Limited.
AS ORDINARY RESOLUTION
16.To consider and, if thought fit, approve the following resolution ordinary resolution:
16.1.The resolution regarding the election of shareholder representative supervisor of the 9th session of the supervisory committee of the Company.
16.2.The resolution regarding the election of Mr. Ren Ji Dong as a shareholder representative supervisor of the 9th session of the supervisory committee of the Company.
|
| 2021-11-01 |
详情>>
业绩披露：
2021年三季报(累计)每股收益-0.38元,归母净利润-61.19亿元,同比去年增长18.01%
|
| 2021-09-06 |
温馨提示：
美股因劳工节，9月6日休市一天
|
| 2021-08-30 |
详情>>
业绩披露：
2021年中报每股收益-0.3元,归母净利润-46.9亿元,同比去年增长42.66%
|
| 2021-05-28 |
股东大会：
将于2021-06-30召开股东大会
会议内容 ▼▲
- AS ORDINARY RESOLUTIONS
To consider and, if thought fit, approve the following resolutions as ordinary resolutions:
1.the Report of the Directors of the Company for the year 2020;
2.the Report of the Supervisory Committee of the Company for the year 2020;
3.the audited consolidated financial statements of the Company for the year 2020; 4.the profit distribution proposal of the Company for the year 2020; Considering that the Company suffered an operating loss for the year 2020, which does not meet the conditions for profit distribution as required under the Articles of Association, the Board did not recommend any payment of cash dividend or conversion of capital reserve into share capital or other profit distribution of the Company for the year 2020.
5.the appointment of external auditor; To agree to appoint KPMG Huazhen (Special General Partnership) to provide professional services to the Company for its domestic financial reporting and internal control reporting, U.S. financial reporting and internal control of financial reporting for the year 2021 and to appoint KPMG to provide professional services to the Company for its Hong Kong financial reporting for the year 2021, and to authorise the Board to determine their remuneration based on the actual work done;
AS SPECIAL RESOLUTIONS
To consider and, if thought fit, approve the following resolutions as special resolutions:
6.THAT(A)the Board of the Company be and is hereby authorised to allot, issue and deal with additional shares of the Company under the general mandate.
(1)subject to paragraph (3) of this resolution, the Board of the Company be and is hereby generally and unconditionally authorised to exercise during the Relevant Period (as defined in paragraph (4) of this resolution) of all the powers of the Company to allot, issue and deal with additional A Shares and/or H Shares of the Company (hereinafter referred to as “Shares”) and to make or grant offers, agreements and options which might require the exercise of such powers;
(2)the authorisation to the Board of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period be and is hereby approved;
(3)the number of additional A Shares and H Shares (as the case may be) allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with either separately or concurrently by the Board of the Company pursuant to the authorisation in paragraph (1) of this resolution shall not exceed 20% of the total number of each of the Company’s existing A Shares and H Shares (as the case may be) in issue at the date of passing this resolution;
(4)for the purpose of this resolution:“Relevant Period” means the period from the passing of this resolution until the earlier of:
(a)the conclusion of the 2021 annual general meeting of the Company;
(b)the expiration of the 12 months period following the passing of this resolution;
(c)the revocation or variation of the authority given to the Board of the Company under this resolution by a special resolution of the Company’s shareholders at a general meeting.
(B)the Board of the Company be and is hereby authorised to increase the registered capital of the Company to reflect the issue of Shares authorised pursuant to the above paragraph (A) of this resolution, to make such appropriate and necessary amendments to the Articles of Association of the Company as they think fit to reflect such increase in the registered capital of the Company upon the allotment or issuance of shares, and to take any other action and go through any procedure required to effect such increase of the registered capital of the Company.
7.THAT the Board be and is hereby authorised to determine the specific Debt Financing Instruments and issuance plan, and to issue, in one or multiple tranche(s), Debt Financing Instruments within the permissible size for debt issuance in accordance with the requirements of the applicable laws and regulations under the general mandate.
8.To authorize Xiamen Airlines Company Limited on the provision of guarantees to its subsidiaries.
|
| 2021-04-30 |
详情>>
业绩披露：
2021年一季报每股收益-0.26元,归母净利润-40.06亿元,同比去年增长23.87%
|
| 2021-04-28 |
详情>>
业绩披露：
2020年年报每股收益-0.77元,归母净利润-108.47亿元,同比去年增长-510.87%
|
| 2021-03-15 |
股东大会：
将于2021-04-30召开股东大会
会议内容 ▼▲
- 1.To consider and, if thought fit, approve the following resolution as special resolution: the amendments to the Articles of Association
2.To consider and, if thought fit, approve the following resolutions as ordinary resolutions: The annual allowance of an independent non-executive Director of the 9th session of the Board of the Company is either RMB200,000 (before taxation) for each independent non-executive Director or be determined according to relevant national policies
3.the resolution regarding the election of executive Directors of the 9th session of the Board of the Company
3.1.the resolution regarding the election of Mr. Ma Xu Lun as an executive Director of the 9th session of the Board of the Company
3.2.the resolution regarding the election of Mr. Han Wen Sheng as an executive Director of the 9th session of the Board of the Company
4.the resolution regarding the election of independent non-executive Directors of the 9th session of the Board of the Company
4.1.the resolution regarding the election of Mr. Liu Chang Le as an independent non-executive Director of the 9th session of the Board of the Company
4.2.the resolution regarding the election of Mr. Gu Hui Zhong as an independent non- executive Director of the 9th session of the Board of the Company
4.3.the resolution regarding the election of Mr. Guo Wei as an independent non-executive Director of the 9th session of the Board of the Company
4.4.the resolution regarding the election of Mr. Yan Yan as an independent non-executive Director of the 9th session of the Board of the Company
5.the resolution regarding the election of shareholder representative Supervisors of the 9th session of the Supervisory Committee of the Company
5.1.the resolution regarding the election of Mr. Li Jia Shi as a shareholder representative Supervisor of the 9th session of the Supervisory Committee of the Company
5.2.the resolution regarding the election of Mr. Lin Xiao Chun as a shareholder representative Supervisor of the 9th session of the Supervisory Committee of the Company
|
| 2020-05-15 |
股东大会：
将于2020-06-30召开股东大会
会议内容 ▼▲
- AS ORDINARY RESOLUTIONS
To consider and, if thought fit, approve the following resolutions as ordinary resolutions:
1.the Report of the Directors of the Company for the year 2019;
2.the Report of the Supervisory Committee of the Company for the year 2019;
3.the audited consolidated financial statements of the Company for the year 2019;
4.the profit distribution proposal for the year 2019;
The Company distributed cash dividends of totally RMB1.622 billion in 2017 and 2018, accounting for more than 40% of the annual average distributable profits attributable to shareholders of the Company realized in 2017 to 2019, which is higher than the requirement stipulated under the relevant regulations for listed companies and the articles of association of the Company, that is “the cumulative profit distributed in cash in the last three years shall not be less than 30% of the annual average distributable profits realized by the Company in those three years”.
The Company’s non-public issuance of A shares and H shares, which was approved at the extraordinary general meeting and class meetings convened by the Company on 27 December 2019. According to the relevant regulations of the China Securities Regulatory Commission, securities cannot be issued before the completion of the implementation of profit distribution. As the distribution of cash dividends of the Company in the past three years complied with the regulations, in view of the strategic significance of the non-public issuance to the Company and in order to ensure the smooth progress of the project, after comprehensive consideration of the Company’s long term development and the interests of all shareholders of the Company, the Board did not recommend any payment of final cash dividend and conversion of capital reserve to share capital of the Company for the year ended 31 December 2019. The retained undistributed profits will be used to supplement the Company’s working capital to meet the development needs of the Company’s principal business activity.
5.the re-appointment of external auditor;
To re-appoint KPMG Huazhen (Special General Partnership) to provide professional services to the Company for its domestic financial reporting and internal control reporting, U.S. financial reporting and internal control of financial reporting for the year 2020 and to re-appoint KPMG to provide professional services to the Company for its Hong Kong financial reporting for the year 2020, and to propose to the general meeting to authorise the Board to determine their remuneration based on actual work done;
6.to authorize Xiamen Airlines Company Limited to provide guarantees to its four holding subsidiaries;
7.to authorize the Company and its holding subsidiaries to respectively provide guarantees to their special purpose vehicles.
AS SPECIAL RESOLUTIONS
To consider and, if thought fit, approve the following resolutions as special resolutions:
8.THAT
(A)the authorisation of the board of directors (the “Board”) of the Company to allot, issue and deal with additional shares of the Company be and is hereby approved.
(1)subject to paragraph (3) of this resolution, the exercise by the Board of the Company during the Relevant Period (as defined in paragraph (4) of this resolution) of all the powers of the Company to allot, issue and deal with additional A Shares and/or H Shares of the Company (hereinafter referred to as “Shares”) and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;
(2)this approval shall authorise the Board of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
(3)the amount of additional A Shares and H Shares (as the case may be) allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with either separately or concurrently by the Board of the Company pursuant to the approval in paragraph (1) of this resolution shall not exceed 20% of each of the Company’s existing A Shares and H Shares (as the case may be) in issue at the date of passing this resolution;
(4)for the purpose of this resolution:
“Relevant Period” means the period from the passing of this resolution until the earlier of:
(a)the conclusion of the next annual general meeting of the Company;
(b)the expiration of the 12 months period following the passing of this resolution;
(c)the revocation or variation of the authority given to the Board of the Company under this resolution by a special resolution of the Company’s shareholders in general meetings.
(B)the Board of the Company be and is hereby authorised to increase the registered capital of the Company to reflect the issue of Shares authorised pursuant to the above paragraph (A) of this resolution, and to make such appropriate and necessary amendments to the Articles of Association of the Company as they think fit to reflect such increase in the registered capital of the Company upon the allotment or issuance of shares and to take any other action and complete any formality required to effect such increase of the registered capital of the Company.
9.THAT the Board be and is hereby authorised, generally and unconditionally, to determine the specific debt financing instruments and issuance plan, and to issue, in one or multiple tranche(s), debt financing instruments within the permissible size for debt issuance in accordance with the provisions of the applicable laws and regulations.
AS ORDINARY RESOLUTION
To consider and, if thought fit, approve the following resolution as ordinary resolution:
10.the satisfaction by the Company of the conditions of the public issuance of A share convertible bonds;
AS SPECIAL RESOLUTIONS
To consider and, if thought fit, approve the following resolutions as special resolutions:
11.the proposal on the public issuance of A share convertible bonds by the Company;
11.1Type of securities to be issued
11.2Size of issuance
11.3Par value and issue price
11.4Term
11.5Interest rate
11.6Method and timing of interest payment and repayment of principal
11.7Conversion period
11.8Determination and adjustment of the conversion price
11.9Terms of downward adjustment to the conversion price
11.10Method for determining the number of shares for conversion
11.11Terms of redemption
11.12Terms of sale back
11.13Attribution of dividend in the year of conversion
11.14Method of issuance and targeted subscribers
11.15Subscription arrangement for the existing A shareholders
11.16Matters relating to A share convertible bond holders’ meetings
11.17Use of proceeds
11.18Guarantee and security
11.19Deposit account for proceeds raised
11.20Ratings
11.21Validity period of the proposal on the issuance of A share convertible bonds
12.the preliminary plan of the proposed issuance of A share convertible bonds;
AS ORDINARY RESOLUTIONS
To consider and, if thought fit, approve the following resolutions as ordinary resolutions:
13.the feasibility report on the use of proceeds raised from the proposed public issuance of A share convertible bonds;
14.the report on the use of previously raised proceeds;
15.the risk notifications on the dilution of immediate returns by the proposed public issuance of A share convertible bonds and the remedial measures to be adopted by the Company and undertakings from relevant entities;
AS SPECIAL RESOLUTION
To consider and, if thought fit, approve the following resolution as special resolution:
16.the proposal to general meeting to authorize the board of directors of the Company and its authorised persons to manage the matters relating to the proposed public issuance of A share convertible bonds;
AS ORDINARY RESOLUTIONS
To consider and, if thought fit, approve the following resolutions as ordinary resolutions:
17.the rules for A share convertible bond holders’ meeting;
18.the possible pre-emptive subscription for the proposed public issuance of A share convertible bonds by the controlling shareholder.
|
| 2019-10-28 |
股东大会：
将于2019-12-27召开股东大会
会议内容 ▼▲
- AS ORDINARY RESOLUTIONS
To consider and, if thought fit, approve the following resolutions as ordinary resolutions:
1.the resolution regarding the financial services framework agreement entered into between the Company and Southern Airlines Group Finance Company Limited.
2.the resolution regarding the 2020-2022 finance and lease service framework agreement entered into between the Company and China Southern Air Leasing Company Limited.
|
| 2019-05-14 |
股东大会：
将于2019-06-26召开股东大会
会议内容 ▼▲
- Ordinary Resolutions
To consider and, if thought fit, approve the following resolutions as ordinary resolutions:
1.to consider and approve the Report of the Directors of the Company for the year 2018;
2.to consider and approve the Report of the Supervisory Committee of the Company for the year 2018;
3.to consider and approve the audited consolidated financial statements of the Company for the year 2018;
4.to consider and approve the profit distribution proposal of the Company for the year 2018;
The Board hereby recommended the distribution of a cash dividend of RMB0.05 (inclusive of applicable tax) per share for the year ended 31 December 2018, totalling approximately RMB613 million based on the Company’s 12,267,172,286 issued shares. The cash dividend is payable in RMB to holders of A shares, and in HKD to holders of H shares.
5.to consider and approve the appointment of external auditor;
To agree to appoint KPMG Huazhen (Special General Partnership) to provide professional services to the Company for its domestic financial reporting and internal control reporting, U.S. financial reporting and internal control of financial reporting for the year 2019 and to appoint KPMG to provide professional services to the Company for its Hong Kong financial reporting for the year 2019, and to propose to the general meeting to authorise the Audit and Risk Management Committee to determine their remuneration based on the actual work done;
6.to consider and approve to authorize Xiamen Airlines Company Limited to provide guarantees to Hebei Airlines Company Limited, Jiangxi Airlines Company Limited and Xiamen Airlines Finance (Hong Kong) Company Limited;
7.to consider and approve to authorise the Company and Xiamen Airlines Company Limited to respectively provide guarantees to their SPV.
AS SPECIAL RESOLUTIONS
To consider and, if thought fit, approve the following resolutions as special resolutions:
8.THAT
(A)the authorisation of the Board of the Company to allot, issue and deal with additional shares of the Company be and is hereby approved.
(1)subject to paragraph (3) of this resolution, the exercise by the Board of the Company during the Relevant Period (as defined in paragraph (4) of this resolution) of all the powers of the Company to allot, issue and deal with additional A Shares and/or H Shares of the Company (hereinafter referred to as “Shares”) and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;
(2)this approval shall authorise the Board of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
(3)the amount of additional A Shares and H Shares (as the case may be) allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with either separately or concurrently by the Board of the Company pursuant to the approval in paragraph (1) of this resolution shall not exceed 20% of each of the Company’s existing A Shares and H Shares (as the case may be) in issue at the date of passing this resolution; (4)for the purpose of this resolution:
“Relevant Period” means the period from the passing of this resolution until the earlier of:
(a)the conclusion of the next annual general meeting of the Company;
(b)the expiration of the 12 months period following the passing of this resolution;
(c)the revocation or variation of the authority given to the Board of the Company under this resolution by a special resolution of the Company’s shareholders in general meetings.
(B)the Board of the Company be and is hereby authorised to increase the registered capital of the Company to reflect the issue of Shares authorised pursuant to the above paragraph (A) of this resolution, and to make such appropriate and necessary amendments to the Articles of Association of the Company as they think fit to reflect such increase in the registered capital of the Company upon the allotment or issuance of shares and to take any other action and complete any formality required to effect such increase of the registered capital of the Company.
9.THAT the Board be and is hereby authorised, generally and unconditionally, to determine the specific debt financing instruments and issuance plan, and to issue, in one or multiple tranche(s), debt financing instruments within the permissible size for debt issuance in accordance with the provisions of the applicable laws and regulations.
|
| 2019-03-22 |
股东大会：
将于2019-05-08召开股东大会
会议内容 ▼▲
- AS ORDINARY RESOLUTIONS
To consider and, if thought fit, approve the following resolutions as ordinary resolutions:
1.To consider and approve the election of executive Director for the 8th session of the Board:
2.To consider and approve the election of Mr. Ma Xu Lun as an executive Director for the 8th session of the Board.
3.To consider and approve the election of Mr. Han Wen Sheng as an executive Director for the 8th session of the Board.
4.To consider and approve the election of shareholder representative Supervisor for the 8th session of the Supervisory Committee:
5.To consider and approve election of Mr. Lin Xiao Chun as a shareholder representative Supervisor of the 8th session of the Supervisory Committee.
|
| 2018-06-07 |
除权日：
美东时间 2018-06-19 每股派息0.68美元
|
| 2018-04-30 |
股东大会：
将于2018-06-15召开股东大会
会议内容 ▼▲
- AS ORDINARY RESOLUTIONS
To consider and, if thought fit, approve the following resolutions as ordinary resolutions:
1.to consider and approve the Report of the Directors of the Company for the year 2017;
2.to consider and approve the Report of the Supervisory Committee of the Company for the year 2017;
3.to consider and approve the audited consolidated financial statements of the Company for the year 2017;
4.to consider and approve the profit distribution proposal for the year 2017;
The Board hereby recommended the distribution of a cash dividend of RMB0.1 (inclusive of applicable tax) per share for the year ended 31 December 2017, totalling approximately RMB1,009 million based on the Company’s 10,088,173,272 issued shares. The cash dividend is payable in RMB to holders of A shares, and in HKD to holders of H shares.
5.to consider and approve the appointment of external auditor and authorise the Board to determine its remuneration;
To re-appoint of KPMG Huazhen (Special General Partnership) to provide professional services to the Company for its domestic financial reporting and internal control reporting, U.S. financial reporting and internal control of financial reporting for the year 2018 and KPMG to provide professional services to the Company for its Hong Kong financial reporting for the year 2018, and to authorise the Board to determine their remuneration;
6.to consider and approve to authorize Xiamen Airlines Company Limited to provide guarantees to Hebei Airlines Company Limited, Jiangxi Airlines Company Limited and Xiamen Airlines Finance (Hong Kong) Company Limited;
AS SPECIAL RESOLUTIONS
To consider and, if thought fit, approve the following resolutions as special resolutions:
7.“THAT
(A)the authorisation of the Board of the Company to allot, issue and deal with additional shares of the Company be and is hereby approved.
(1)subject to paragraph (3) of this resolution, the exercise by the Board of the Company during the Relevant Period (as defined in paragraph (4) of this resolution) of all the powers of the Company to allot, issue and deal with additional A Shares and/or H Shares of the Company (hereinafter referred to as “Shares”) and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;
(2)this approval shall authorise the Board of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
(3)the amount of additional A Shares and H Shares (as the case may be) allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with either separately or concurrently by the Board of the Company pursuant to the approval in paragraph (1) of this resolution shall not exceed 20% of each of the Company’s existing A Shares and H Shares (as the case may be) in issue at the date of passing this resolution; (4)for the purpose of this resolution:
“Relevant Period” means the period from the passing of this resolution until the earlier of:
(a)the conclusion of the next annual general meeting of the Company;
(b)the expiration of the 12 months period following the passing of this resolution;
(c)the revocation or variation of the authority given to the Board of the Company under this resolution by a special resolution of the Company’s shareholders in general meetings.
(B)the Board of the Company be and is hereby authorised to increase the registered capital of the Company to reflect the issue of Shares authorised pursuant to the above paragraph (A) of this resolution, and to make such appropriate and necessary amendments to the Articles of Association of the Company as they think fit to reflect such increase in the registered capital of the Company upon the allotment or issuance of shares and to take any other action and complete any formality required to effect such increase of the registered capital of the Company.”
8.“THAT the Board be and is hereby authorised, generally and unconditionally, to determine the specific debt financing instruments and issuance plan, and to issue, in one or multiple tranche(s), debt financing instruments within the permissible size for debt issuance in accordance with the provisions of the applicable laws and regulations.”
9.to consider and approve the amendment to the Articles of Association of the Company.
|
| 2017-11-24 |
股东大会：
将于2017-12-20召开股东大会
会议内容 ▼▲
- ORDINARY RESOLUTIONS
1.To consider and approve the 2018-2019 finance and lease service framework agreement entered into between the Company and CSA International Finance Leasing Co., Ltd.
2.the resolution regarding the emoluments of the independent non-executive Directors for the 8th session of the Board.
The annual basic emolument of an independent non-executive Director of the 8th session of the Board is either RMB150,000 (before taxation) for each independent non-executive Director or be determined according to relevant national policies.
3.00.the resolution regarding the election of executive Directors for the 8th session of the Board:
3.01.the resolution regarding the election of Mr. Wang Chang Shun as an executive Director of the 8th session of the Board.
3.02.the resolution regarding the election of Mr. Tan Wan Geng as an executive Director of the 8th session of the Board.
3.03.the resolution regarding the election of Mr. Zhang Zi Fang as an executive Director of the 8th session of the Board.
4.00.the resolution regarding the election of independent non-executive Directors for the 8th session of the Board:
4.01.the resolution regarding the election of Mr. Zheng Fan as an independent non-executive Director of the 8th session of the Board.
4.02.the resolution regarding the election of Mr. Gu Hui Zhong as an independent non-executive Director of the 8th session of the Board.
4.03.the resolution regarding the election of Mr. Tan Jin Song as an independent non-executive Director of the 8th session of the Board.
4.04.the resolution regarding the election of Mr. Jiao Shu Ge as an independent non-executive Director of the 8th session of the Board.
5.00.the resolution regarding the election of shareholder representative Supervisors for the 8th session of the Supervisory Committee:
5.01.the resolution regarding the election of Mr. Pan Fu as a shareholder representative Supervisor of the 8th session of the Supervisory Committee.
5.02.the resolution regarding the election of Mr. Li Jia Shi as a shareholder representative Supervisor of the 8th session of the Supervisory Committee.
|
| 2017-09-22 |
股东大会：
将于2017-11-08召开股东大会
会议内容 ▼▲
- ORDINARY RESOLUTIONS
1.To consider the resolution regarding the satisfaction of the conditions of the non-public issue of A Shares of the Company.
2.To consider the resolution regarding the Feasibility Report on the Use of Proceeds from the non-public issue of A Shares of the Company (revised version).
3.To consider the resolution regarding the submission to the general meeting of the Company to grant the waiver from making a mandatory general offer by China Southern Air Holding Company and parties acting in concert with it.
4.To consider the resolution regarding the impacts of dilution of current returns of the non-public issue of Shares and the relevant remedial measures and the undertakings from controlling shareholder, directors and senior management of the Company on the relevant measures (revised version).
5.To consider the resolution regarding the Plan of Shareholders’ Return of China Southern Airlines Company Limited (2017-2019).
6.To consider the resolution regarding the Report on Use of Proceeds from Previous Fund Raising Activities.
SPECIAL RESOLUTIONS
7.To consider the resolution regarding the proposal of the non-public issue of A Shares and the non-public issue of H Shares of the Company (revised version)
8.To consider the preliminary proposal of the non-public issue of A Shares (revised version).
9.To consider the connected transactions involved in the non-public issue of A Shares and the non-public issue of H Shares (revised version).
10.To consider the resolution regarding the conditional Subscription Agreement relating to the subscription of the A Shares under the non-public issue of A Shares of China Southern Airlines Company Limited entered between the Company and the specific entity.
11.To consider the resolution regarding the Supplemental Agreement to the conditional A Share Subscription Agreement entered between the Company and the specific entity.
12.To consider the resolution regarding 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 entered between the Company and the specific entity.
13.To consider the resolution regarding the amendments to the Articles of Association of China Southern Airlines Company Limited.
14.To consider the resolution regarding the Board or the authorized person(s) thereof is hereby authorized with full power to deal with all matters relating to the non-public issue of A Shares and the non-public issue of H Shares.
|
| 2017-06-23 |
除权日：
美东时间 2017-06-29 每股派息0.64美元
|
| 2017-05-16 |
股东大会：
将于2017-06-30召开股东大会
会议内容 ▼▲
- AS ORDINARY RESOLUTIONS：
1.to consider and approve the Report of the Directors of the Company for the year 2016;
2.to consider and approve the Report of the Supervisory Committee of the Company for the year 2016;
3.to consider and approve the audited consolidated financial statements of the Company for the year 2016;
4.to consider and approve the profit distribution proposal for the year 2016;
5.to consider and approve re-appointment of KPMG Huazhen (Special General Partnership) to provide professional services to the Company for its domestic financial reporting and internal control reporting, U.S. financial reporting and internal control of financial reporting for the year 2017 and KPMG to provide professional services to the Company for its Hong Kong financial reporting for the year 2017, and the authorise the Board to determine their remuneration;
6.to consider and approve to authorize Xiamen Airlines Company Limited to provide guarantees to Hebei Airlines Company Limited and Jiangxi Airlines Company Limited with an aggregate balance up to RMB4.5 billion and RMB1.2 billion or equivalent in foreign currency during the period from 1 July 2017 to 30 June 2018, respectively;
AS SPECIAL RESOLUTIONS：
7.To consider and approve the authorisation to the board of directors of the Company to issue shares under the general mandate：
8.To consider and approve the authorisation to the board of directors of the Company to issue the debt financing instruments under the general mandate.
|
| 2017-03-22 |
复牌提示：
2017-03-22 09:22:52 停牌，复牌日期 2017-03-24 09:30:19
|
| 2016-11-01 |
股东大会：
将于2016-12-16召开股东大会
会议内容 ▼▲
- 1.to consider and approve the financial services framework agreement entered into between the Company and Southern Airlines Group Finance Company Limited.
2.to consider and approve the acquisition of 12 B787-9 aircraft from The Boeing Company by the Company.
|
| 2016-05-31 |
除权日：
美东时间 2016-06-08 每股派息0.53美元
|
| 2016-05-11 |
股东大会：
将于2016-05-27召开股东大会
会议内容 ▼▲
- AS ORDINARY RESOLUTIONS
1. to consider and approve the Report of the Directors of the Company for the year 2015;
2. to consider and approve the Report of the Supervisory Committee of the Company for the year 2015;
3. to consider and approve the audited consolidated financial statements of the Company for the year 2015; 4. to consider and approve the profit distribution proposal for the year 2015: Under the PRC accounting standards, as at 31 December 2015, the Company realised the net profit of RMB2,463 million (excluding the undistributed revenue of the subsidiaries). According to the Company Law, after withdrawing 10% of the net profits of the Company as the statutory surplus reserve amounting to RMB246 million, the remaining distributable profits of the Company amounted to RMB2,217 million. Under the IFRSs, the Company realised the net profit of RMB2,019 million (excluding the undistributed revenue of the investment entities), and after withdrawing the statutory surplus reserve amounting to RMB246 million, the distributable profits of the Company amounted to RMB1,773 million.
The Board hereby proposed to declare a cash dividend of RMB785 million, or RMB0.8 per 10 shares (inclusive of applicable tax) based on the total share capital of 9,817,567,000 shares of the Company. The cash dividend is denominated and declared in RMB and payable in RMB to holders of A shares, and in HKD to holders of H shares.
5. to consider and approve the appointment of KPMG Huazhen (Special General Partnership) to provide professional services to the Company for its domestic financial reporting and internal control reporting, U.S. financial reporting and internal control of financial reporting for the year 2016 and KPMG to provide professional services to the Company for its Hong Kong financial reporting for the year 2016, and the authorize the Board to determine their remuneration.
AS SPECIAL RESOLUTIONS
6. to consider and approve the amendments to the Articles of Association of the Company.
7. to consider and approve the authorisation to the board of directors of the Company to issue Shares under the general mandate:
“THAT (A) the authorisation of the board of directors of the Company to allot, issue and deal with additional shares of the Company be and is hereby approved. (1) subject to paragraph (3) of this resolution, the exercise by the board of directors of the Company during the Relevant Period (as defined in paragraph (4) of this resolution) of all the powers of the Company to allot, issue and deal with additional A Shares and/or H Shares of the Company (hereinafter referred to as “Shares”) and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;
(2) this approval shall authorise the board of directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
(3) the amount of additional A Shares and H Shares (as the case may be) allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with either separately or concurrently by the board of directors of the Company pursuant to the approval in paragraph (1) of this resolution shall not exceed 20% of each of the Company’s existing A Shares and H Shares (as the case may be) in issue at the date of passing this resolution;
(4) for the purpose of this resolution: “Relevant Period” means the period from the passing of this resolution until the earlier of: (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the 12 months period following the passing of this resolution; and (c) the revocation or variation of the authority given to the Board of the Company under this resolution by a special resolution of the Company’s shareholders in general meetings.
(B) the board of directors of the Company be and is hereby authorised to increase the registered capital of the Company to reflect the issue of Shares authorised pursuant to the above paragraph (A) of this resolution, and to make such appropriate and necessary amendments to the Articles of Association of the Company as they think fit to reflect such increase in the registered capital of the Company upon the allotment or issuance of shares and to take any other action and complete any formality required to effect such increase of the registered capital of the Company.”
8. to consider and approve the authorisation to be board of directors of the Company to issue debt financing instruments under the general mandate.
Additional Ordinary Resolutions
9. to consider and approve to authorize Xiamen Airlines Company Limited to provide guarantees to Hebei Airlines Company Limited with an aggregate balance up to RMB3.5 billion within the period from 1 July 2016 to 30 June 2017.
10. to consider and approve the appointment of Mr. Wang Chang Shun as the non-executive director of the seventh session of the board of directors of the Company.
|
| 2015-07-03 |
除权日：
美东时间 2015-07-10 每股派息0.27美元
|
| 2015-05-15 |
股东大会：
将于2015-06-30召开股东大会
会议内容 ▼▲
- 1.to consider and approve the Report of the Directors of the Company for the year 2014;
2.to consider and approve the Report of the Supervisory Committee of the Company for the year 2014;
3.to consider and approve the audited consolidated financial statements of the Company for the year 2014;
4.to consider and approve the profit distribution proposal for the year 2014;
5.to consider and approve re-appointment of PricewaterhouseCoopers Zhong Tian LLP to provide professional services to the Company for its domestic financial reporting, U.S. financial reporting and internal control of financial reporting for the year 2015 and PricewaterhouseCoopers to provide professional services to the Company for its Hong Kong financial reporting for the year 2015, and the authorize the Board to determine their remuneration;
6.to consider and approve the supplemental agreement to the financial services framework agreement entered into between the Company and Southern Airlines Group Finance Company Limited;
7.to consider and approve to authorize Xiamen Airlines Company Limited to provide loan guarantees to Hebei Airlines Company Limited with an aggregate balance up to RMB3.5 billion within the period from 1 July 2015 to 30 June 2016.
8.“THAT
(A)the authorisation of the Board of the Company to allot, issue and deal with additional shares of the Company be and is hereby approved.
(1)subject to paragraph (3) of this resolution, the exercise by the Board of the Company during the Relevant Period (as defined in paragraph (4) of this resolution) of all the powers of the Company to allot, issue and deal with additional A Shares and/or H Shares of the Company (hereinafter referred to as “Shares”) and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;
(2)this approval shall authorise the Board of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
(3)the amount of additional A Shares and H Shares (as the case may be) allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with either separately or concurrently by the Board of the Company pursuant to the approval in paragraph (1) of this resolution shall not exceed 20% of each of the Company’s existing A Shares and H Shares (as the case may be) in issue at the date of passing this resolution;
(4)for the purpose of this resolution:
“Relevant Period” means the period from the passing of this resolution until the earlier of:
(a)the conclusion of the next annual general meeting of the Company;
(b)the expiration of the 12 months period following the passing of this resolution;
(c)the revocation or variation of the authority given to the Board of the Company under this resolution by a special resolution of the Company’s shareholders in general meetings.
(B)the Board of the Company be and is hereby authorised to increase the registered capital of the Company to reflect the issue of Shares authorised pursuant to the above paragraph (A) of this resolution, and to make such appropriate and necessary amendments to the Articles of Association of the Company as they think fit to reflect such increase in the registered capital of the Company upon the allotment or issuance of shares and to take any other action and complete any formality required to effect such increase of the registered capital of the Company.”
9.“THAT the Board be and is hereby authorised, generally and unconditionally, to issue the debt financing instruments.”
|
| 2014-06-20 |
除权日：
美东时间 2014-06-27 每股派息0.27美元
|
| 2014-05-22 |
股东大会：
将于2014-06-26召开股东大会
会议内容 ▼▲
- 1. to consider and approve the Report of the Directors of the Company for the year 2013;
2. to consider and approve the Report of the Supervisory Committee of the Company for the year 2013;
3. to consider and approve the audited consolidated financial statements of the Company for the year 2013;
4. to consider and approve the profit distribution proposal for the year 2013;
5. to consider and approve re-appointment of PricewaterhouseCoopers Zhong Tian LLP to provide professional services to the Company for its domestic financial reporting, U.S. financial reporting and internal control of financial reporting for the year 2014 and PricewaterhouseCoopers to provide professional services to the Company for its Hong Kong financial reporting for the year 2014, and the authorize the Board to determine their remuneration.
6. to consider and approve the acquisition of 80 new Airbus aircraft from Airbus S.A.S. by the Company.
AS SPECIAL RESOLUTIONS：
1. THAT the authorisation of the Board of the Company to allot, issue and deal with additional shares of the Company be and is hereby approved.
2. THAT the Board of the Company be and is hereby authorised to increase the registered capital of the Company to reflect the issue of Shares authorised pursuant to the above resolution “to authorise the Board to allot issue, and deal with additional shares”, and to make such appropriate and necessary amendments to the Articles of Association of the Company as they think fit to reflect such increase in the registered capital of the Company and to take any other action and complete any formality required to effect such increase of the registered capital of the Company.
3. THAT the Board be and is hereby authorised, generally and unconditionally, to determine the specific debt financing instruments and issuance plan, and to issue, in one or multiple tranche(s), debt financing instruments within the permissible size for debt issuance in accordance with the provisions of the applicable laws and regulations.
|
| 2013-06-10 |
除权日：
美东时间 2013-06-18 每股派息0.35美元
|