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Name | Symbol | Market | Type |
---|---|---|---|
China Southern Airlines Co Ltd (PK) | USOTC:ZNHYY | OTCMarkets | Depository Receipt |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 36.97 | 0.00 | 01:00:00 |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
August 4, 2023
CHINA SOUTHERN AIRLINES COMPANY LIMITED
68 Qi Xin Road
Guangzhou, 510403
Peoples Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
China Southern Airlines Company Limited (the Company) published the following announcements on August 3, 2023 on the Hong Kong Stock Exchanges website at:
https://www1.hkexnews.hk/listedco/listconews/sehk/2023/0803/2023080301940.pdf, in relation to (1) poll results of the second extraordinary general meeting of 2023, 2023 first class meeting for holders of A shares and 2023 first class meeting for holders of H shares; and (2) appointment of directors; and
https://www1.hkexnews.hk/listedco/listconews/sehk/2023/0803/2023080301942.pdf, in relation to list of directors and their roles and functions.
The announcements in English are included as exhibits to this Form 6-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CHINA SOUTHERN AIRLINES COMPANY LIMITED | ||
By: | /s/ Chen Wei Hua and Liu Wei | |
Name: | Chen Wei Hua and Liu Wei | |
Title: | Joint Company Secretaries | |
Date: | August 4, 2023 |
Exhibit 99.1
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
(a joint stock limited company incorporated in the Peoples Republic of China with limited liability)
(Stock Code: 1055)
(1) POLL RESULTS OF THE SECOND EXTRAORDINARY
GENERAL MEETING OF 2023, 2023 FIRST CLASS MEETING
FOR HOLDERS OF A SHARES AND 2023 FIRST CLASS
MEETING FOR HOLDERS OF H SHARES;
AND (2) APPOINTMENT OF DIRECTOR
The board (the Board) of directors (the Directors) of China Southern Airlines Company Limited (the Company) and all of its members confirm that this announcement does not contain any misrepresentation, misleading statement or material omission, and accept legal responsibility for the truthfulness, accuracy and completeness of the contents of this announcement.
POLL RESULTS OF EGM AND CLASS MEETINGS
The second extraordinary general meeting of 2023 of the Company (the EGM), the class meeting for holders of A shares of the Company (the A Share Class Meeting) and the class meeting for holders of H shares of the Company (the H Share Class Meeting, together with A Share Class Meeting, the Class Meetings) was held immediately one after another from 9:00 a.m. on Thursday, 3 August 2023 at No. 3301 Conference Room, 33th Floor, China Southern Airlines Building, No. 68 Qixin Road, Baiyun District, Guangzhou, Guangdong Province, the PRC. The EGM and Class Meetings were convened by the Board and were chaired and presided over by Mr. Ma Xu Lun, the Chairman of the Board. Save for executive Director Mr. Luo Lai Jun, independent non-executive Director Mr. Guo Wei and chairman of the Supervisory Committee Mr. Ren Ji Dong who did not attend the EGM and Class Meetings due to other business arrangement, other Directors and supervisors of the Company attended the EGM and Class Meetings. Some members of the senior management of the Company also attended the EGM and Class Meetings. None of the resolutions proposed at the EGM and Class meetings was vetoed or amended.
The total number of shares (the Shares) of the Company entitling the holders to attend and vote for or against the resolutions proposed at the EGM was 18,120,905,510. 320 shareholders of the Company (the Shareholders) and authorized proxies (of which 316 are A Shareholders and 4 are H Shareholders) holding an aggregate of 14,891,399,684 Shares carrying voting rights, representing approximately 82.18% of the total number of voting Shares of the Company, were present at the EGM.
- 1 -
Number of Shareholders and authorized proxies attended the EGM |
320 | |||
Of which: number of holders of A shares of the Company(the A Shareholders) |
316 | |||
number of holders of H shares of the Company (the H Shareholders) |
4 | |||
Total number of voting Shares held (Shares) |
14,891,399,684 | |||
Of which: total number of Shares held by A Shareholders |
11,456,553,659 | |||
total number of Shares held by H Shareholders |
3,434,846,025 | |||
Percentage of the total number of voting Shares of the Company (%) |
82.18 | |||
Of which: percentage of total number of Shares held by A Shareholders (%) |
63.22 | |||
percentage of total number of Shares held by H Shareholders (%) |
18.96 |
The total number of A Shares entitling the holders to attend and vote for or against the resolutions proposed at the A Share Class Meeting was 13,476,908,202. 316 Shareholders and authorized proxies holding an aggregate of 11,456,553,659 A Shares carrying voting rights, representing approximately 85.01% of the total number of voting A Shares, were present at the A Share Class Meeting.
Number of Shareholders and authorized proxies attended the A Share Class Meeting |
316 | |||
Total number of voting Shares held (Shares) |
11,456,553,659 | |||
Percentage of the total number of voting A Shares of the Company (%) |
85.01 |
The total number of H Shares entitling the holders to attend and vote for or against the resolutions proposed at the H Share Class Meeting was 4,643,997,308. 3 Shareholders and authorized proxies holding an aggregate of 3,443,250,025 H Shares carrying voting rights, representing approximately 74.14% of the total number of voting H Shares, were present at the H Share Class Meeting.
Number of Shareholders and authorized proxies attended the H Share Class Meeting |
3 | |||
Total number of voting Shares held (Shares) |
3,443,250,025 | |||
Percentage of the total number of voting H Shares of the Company (%) |
74.14 |
China Southern Air Holding Company Limited, Nan Lung Holding Limited and Perfect Lines (Hong Kong) Limited, who are directly and indirectly holding an aggregate of 12,053,304,972 Shares, representing approximately 66.52% of the issued share capital of the Company as at the date of this announcement, are required to abstain from voting on the resolutions No. 1, No. 5 to No. 11 and No. 13 at the EGM, and are required to abstain from voting on all resolutions at the Class Meetings, respectively. China Southern Air Holding Company Limited, Nan Lung Holding Limited and Perfect Lines (Hong Kong) Limited had abstained from voting in relation to the respective resolutions as disclosed above.
Save as disclosed above, No Shareholder was required to abstain from voting on the resolutions at the EGM and Class Meetings pursuant to The Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the Listing Rules). There were no Shareholders who were entitled to attend but were required to abstain from voting in favor of the resolutions at the EGM and Class Meetings pursuant to Rule 13.40 of the Listing Rules.
- 2 -
All resolutions as set out in the notice of the EGM and Class Meetings were duly passed and the poll results are as follows:
I. EGM
Ordinary Resolutions
1. | Resolution: Resolution regarding the Satisfaction of the Conditions of the Issue of A Shares to Specific Entities by the Company. |
Result: Passed
Details:
For | Against | Abstain | ||||||||||||||||||||||
Types |
For | For (%) | Against | Against (%) | Abstain | Abstain (%) | ||||||||||||||||||
A Shares |
1,929,426,432 | 94.0227 | 111,852,291 | 5.4506 | 10,806,000 | 0.5267 | ||||||||||||||||||
H Shares |
803,518,327 | 97.6658 | 14,387,662 | 1.7487 | 4,816,000 | 0.5855 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
2,732,944,759 | 95.0653 | 126,239,953 | 4.3912 | 15,622,000 | 0.5435 | ||||||||||||||||||
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2. | Resolution: Resolution regarding the Feasibility Report on the Use of Proceeds from the Issue of A Shares to Specific Entities by the Company. |
Result: Passed
Details:
For | Against | Abstain | ||||||||||||||||||||||
Types |
For | For (%) | Against | Against (%) | Abstain | Abstain (%) | ||||||||||||||||||
A Shares |
11,335,293,487 | 98.9415 | 110,454,172 | 0.9641 | 10,806,000 | 0.0944 | ||||||||||||||||||
H Shares |
3,417,617,232 | 99.4984 | 12,412,793 | 0.3613 | 4,816,000 | 0.1403 | ||||||||||||||||||
|
|
|
|
|
|
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|
|
|
|
|
|||||||||||||
Total |
14,752,910,719 | 99.0700 | 122,866,965 | 0.8250 | 15,622,000 | 0.1050 | ||||||||||||||||||
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3. | Resolution: Resolution regarding the Report on Use of Proceeds from the Previous Fund Raising Activities. |
Result: Passed
Details:
For | Against | Abstain | ||||||||||||||||||||||
Types |
For | For (%) | Against | Against (%) | Abstain | Abstain (%) | ||||||||||||||||||
A Shares |
11,335,314,787 | 98.9417 | 6,294,650 | 0.0549 | 114,944,222 | 1.0034 | ||||||||||||||||||
H Shares |
3,417,617,232 | 99.4984 | 12,412,793 | 0.3613 | 4,816,000 | 0.1403 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
14,752,932,019 | 99.0701 | 18,707,443 | 0.1256 | 119,760,222 | 0.8043 | ||||||||||||||||||
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- 3 -
4. | Resolution: Resolution regarding the Impacts of Dilution of Current Returns of the Issue of Shares to Specific Entities and the Remedial Returns Measures and the Undertakings from Controlling Shareholder, Directors and Senior Management of the Company on the Relevant Measures. |
Result: Passed
Details:
Types |
For | Against | Abstain | |||||||||||||||||||||
For | For (%) | Against | Against (%) | Abstain | Abstain (%) | |||||||||||||||||||
A Shares |
11,333,895,368 | 98.9293 | 7,714,369 | 0.0673 | 114,943,922 | 1.0034 | ||||||||||||||||||
H Shares |
3,415,642,363 | 99.4409 | 14,387,662 | 0.4188 | 4,816,000 | 0.1403 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
14,749,537,731 | 99.0473 | 22,102,031 | 0.1484 | 119,759,922 | 0.8043 | ||||||||||||||||||
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Special Resolutions
5. | Resolution: Resolution regarding the Demonstration and Analysis Report relating to the Companys Plan on Issue of Shares to Specific Entities. |
Result: Passed
Details:
Types |
For | Against | Abstain | |||||||||||||||||||||
For | For (%) | Against | Against (%) | Abstain | Abstain (%) | |||||||||||||||||||
A Shares |
1,929,426,432 | 94.0227 | 111,852,291 | 5.4506 | 10,806,000 | 0.5267 | ||||||||||||||||||
H Shares |
803,518,327 | 97.6658 | 14,387,662 | 1.7487 | 4,816,000 | 0.5855 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
2,732,944,759 | 95.0653 | 126,239,953 | 4.3912 | 15,622,000 | 0.5435 | ||||||||||||||||||
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6.00 Resolution: Resolution regarding the Proposal of the Issue of A Shares to Specific Entities by the Company (The resolution has been passed by voting on esch of the following resolutions):
6.01 | Resolution: Types of Shares to be issued and the nominal value; |
Result: Passed
Details:
Types |
For | Against | Abstain | |||||||||||||||||||||
For | For (%) | Against | Against (%) | Abstain | Abstain (%) | |||||||||||||||||||
A Shares |
1,928,268,521 | 93.9663 | 113,010,302 | 5.5070 | 10,805,900 | 0.5267 | ||||||||||||||||||
H Shares |
800,226,215 | 97.2656 | 17,679,774 | 2.1489 | 4,816,000 | 0.5855 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
2,728,494,736 | 94.9105 | 130,690,076 | 4.5460 | 15,621,900 | 0.5435 | ||||||||||||||||||
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- 4 -
6.02 | Resolution: Issue method and period; |
Result: Passed
Details:
Types |
For | Against | Abstain | |||||||||||||||||||||
For | For (%) | Against | Against (%) | Abstain | Abstain (%) | |||||||||||||||||||
A Shares |
1,928,268,421 | 93.9663 | 113,010,302 | 5.5070 | 10,806,000 | 0.5267 | ||||||||||||||||||
H Shares |
800,226,215 | 97.2656 | 17,679,774 | 2.1489 | 4,816,000 | 0.5855 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
2,728,494,636 | 94.9105 | 130,690,076 | 4.5460 | 15,622,000 | 0.5435 | ||||||||||||||||||
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6.03 | Resolution: Subscribers and subscription method; |
Result: Passed
Details:
Types |
For | Against | Abstain | |||||||||||||||||||||
For | For (%) | Against | Against (%) | Abstain | Abstain (%) | |||||||||||||||||||
A Shares |
1,928,268,421 | 93.9663 | 113,010,302 | 5.5070 | 10,806,000 | 0.5267 | ||||||||||||||||||
H Shares |
800,226,215 | 97.2656 | 17,679,774 | 2.1489 | 4,816,000 | 0.5855 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
2,728,494,636 | 94.9105 | 130,690,076 | 4.5460 | 15,622,000 | 0.5435 | ||||||||||||||||||
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6.04 | Resolution: Price benchmark date, issue price and pricing method; |
Result: Passed
Details:
Types |
For | Against | Abstain | |||||||||||||||||||||
For | For (%) | Against | Against (%) | Abstain | Abstain (%) | |||||||||||||||||||
A Shares |
1,928,268,421 | 93.9663 | 113,010,302 | 5.5070 | 10,806,000 | 0.5267 | ||||||||||||||||||
H Shares |
800,226,215 | 97.2656 | 17,679,774 | 2.1489 | 4,816,000 | 0.5855 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
2,728,494,636 | 94.9105 | 130,690,076 | 4.5460 | 15,622,000 | 0.5435 | ||||||||||||||||||
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6.05 | Resolution: Number of shares to be issued; |
Result: Passed
Details:
Types |
For | Against | Abstain | |||||||||||||||||||||
For | For (%) | Against | Against (%) | Abstain | Abstain (%) | |||||||||||||||||||
A Shares |
1,928,268,421 | 93.9663 | 113,010,302 | 5.5070 | 10,806,000 | 0.5267 | ||||||||||||||||||
H Shares |
800,226,215 | 97.2656 | 17,679,774 | 2.1489 | 4,816,000 | 0.5855 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
2,728,494,636 | 94.9105 | 130,690,076 | 4.5460 | 15,622,000 | 0.5435 | ||||||||||||||||||
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- 5 -
6.06 | Resolution: Lock-up period; |
Result: Passed
Details:
Types |
For | Against | Abstain | |||||||||||||||||||||
For | For (%) | Against | Against (%) | Abstain | Abstain (%) | |||||||||||||||||||
A Shares |
1,928,268,421 | 93.9663 | 113,010,302 | 5.5070 | 10,806,000 | 0.5267 | ||||||||||||||||||
H Shares |
800,226,215 | 97.2656 | 17,679,774 | 2.1489 | 4,816,000 | 0.5855 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
2,728,494,636 | 94.9105 | 130,690,076 | 4.5460 | 15,622,000 | 0.5435 | ||||||||||||||||||
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6.07 | Resolution: Proceeds raised and the use of proceeds; |
Result: Passed
Details:
Types |
For | Against | Abstain | |||||||||||||||||||||
For | For (%) | Against | Against (%) | Abstain | Abstain (%) | |||||||||||||||||||
A Shares |
1,929,666,540 | 94.0344 | 111,612,183 | 5.4389 | 10,806,000 | 0.5267 | ||||||||||||||||||
H Shares |
802,201,084 | 97.5057 | 15,704,905 | 1.9088 | 4,816,000 | 0.5855 | ||||||||||||||||||
|
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|
|
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|
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|
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|
|||||||||||||
Total |
2,731,867,624 | 95.0278 | 127,317,088 | 4.4287 | 15,622,000 | 0.5435 | ||||||||||||||||||
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6.08 | Resolution: Place of listing; |
Result: Passed
Details:
Types |
For | Against | Abstain | |||||||||||||||||||||
For | For (%) | Against | Against (%) | Abstain | Abstain (%) | |||||||||||||||||||
A Shares |
1,928,268,421 | 93.9663 | 113,010,302 | 5.5070 | 10,806,000 | 0.5267 | ||||||||||||||||||
H Shares |
800,226,215 | 97.2656 | 17,679,774 | 2.1489 | 4,816,000 | 0.5855 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
2,728,494,636 | 94.9105 | 130,690,076 | 4.5460 | 15,622,000 | 0.5435 | ||||||||||||||||||
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- 6 -
6.09 | Resolution: The arrangement for the distribution of undistributed profits accumulated before the issue of A Shares to specific entities; |
Result: Passed
Details:
Types |
For | Against | Abstain | |||||||||||||||||||||
For | For (%) | Against | Against (%) | Abstain | Abstain (%) | |||||||||||||||||||
A Shares |
1,928,268,421 | 93.9663 | 113,010,302 | 5.5070 | 10,806,000 | 0.5267 | ||||||||||||||||||
H Shares |
800,226,215 | 97.2656 | 17,679,774 | 2.1489 | 4,816,000 | 0.5855 | ||||||||||||||||||
|
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|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
2,728,494,636 | 94.9105 | 130,690,076 | 4.5460 | 15,622,000 | 0.5435 | ||||||||||||||||||
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6.10 | Resolution: Validity period of this resolution regarding the issue of A Shares to specific entities. |
Result: Passed
Details:
Types |
For | Against | Abstain | |||||||||||||||||||||
For | For (%) | Against | Against (%) | Abstain | Abstain (%) | |||||||||||||||||||
A Shares |
1,928,268,421 | 93.9663 | 113,010,302 | 5.5070 | 10,806,000 | 0.5267 | ||||||||||||||||||
H Shares |
800,226,215 | 97.2656 | 17,679,774 | 2.1489 | 4,816,000 | 0.5855 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
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|
|||||||||||||
Total |
2,728,494,636 | 94.9105 | 130,690,076 | 4.5460 | 15,622,000 | 0.5435 | ||||||||||||||||||
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7. | Resolution: Resolution regarding the Preliminary Proposal of the Issue of A Shares to Specific Entities by the Company. |
Result: Passed
Details:
Types |
For | Against | Abstain | |||||||||||||||||||||
For | For (%) | Against | Against (%) | Abstain | Abstain (%) | |||||||||||||||||||
A Shares |
1,928,268,421 | 93.9663 | 113,010,302 | 5.5070 | 10,806,000 | 0.5267 | ||||||||||||||||||
H Shares |
800,226,215 | 97.2656 | 17,679,774 | 2.1489 | 4,816,000 | 0.5855 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
2,728,494,636 | 94.9105 | 130,690,076 | 4.5460 | 15,622,000 | 0.5435 | ||||||||||||||||||
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8. | Resolution: Resolution regarding the Connected Transactions Involved in the Issue of A Shares to Specific Entities by the Company. |
Result: Passed
Details:
Types |
For | Against | Abstain | |||||||||||||||||||||
For | For (%) | Against | Against (%) | Abstain | Abstain (%) | |||||||||||||||||||
A Shares |
1,929,426,432 | 94.0227 | 7,714,369 | 0.3759 | 114,943,922 | 5.6014 | ||||||||||||||||||
H Shares |
803,518,327 | 97.6658 | 14,387,662 | 1.7487 | 4,816,000 | 0.5855 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
2,732,944,759 | 95.0653 | 22,102,031 | 0.7688 | 119,759,922 | 4.1659 | ||||||||||||||||||
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- 7 -
9. | Resolution: Resolution regarding the Connected Transactions involved in the Issue of H Shares to Specific Entity by the Company. |
Result: Passed
Details:
Types |
For | Against | Abstain | |||||||||||||||||||||
For | For (%) | Against | Against (%) | Abstain | Abstain (%) | |||||||||||||||||||
A Shares |
1,891,130,104 | 92.1565 | 46,010,397 | 2.2421 | 114,944,222 | 5.6014 | ||||||||||||||||||
H Shares |
730,914,937 | 88.8410 | 86,991,050 | 10.5735 | 4,816,002 | 0.5855 | ||||||||||||||||||
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|
|
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|
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|
|
|
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|
|||||||||||||
Total |
2,622,045,041 | 91.2076 | 133,001,447 | 4.6264 | 119,760,224 | 4.1660 | ||||||||||||||||||
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10. | Resolution: Resolution regarding the Conditional Subscription Agreement in relation to the Subscription of A Shares under the Issue of A Shares to Specific Entities by China Southern Airlines Company Limited Entered into between the Company and the Specific Entity. |
Result: Passed
Details:
Types |
For | Against | Abstain | |||||||||||||||||||||
For | For (%) | Against | Against (%) | Abstain | Abstain (%) | |||||||||||||||||||
A Shares |
1,928,268,421 | 93.9663 | 8,872,380 | 0.4323 | 114,943,922 | 5.6014 | ||||||||||||||||||
H Shares |
800,226,215 | 97.2656 | 17,679,774 | 2.1489 | 4,816,000 | 0.5855 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
2,728,494,636 | 94.9105 | 26,552,154 | 0.9236 | 119,759,922 | 4.1659 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
11. | Resolution: Resolution regarding the Conditional Subscription Agreement in relation to the Subscription of the H Shares under the Issue of H Shares to Specific Entity by China Southern Airlines Company Limited Entered into between the Company and the Specific Entity. |
Result: Passed
Details:
Types |
For | Against | Abstain | |||||||||||||||||||||
For | For (%) | Against | Against (%) | Abstain | Abstain (%) | |||||||||||||||||||
A Shares |
1,890,226,704 | 92.1125 | 46,914,097 | 2.2861 | 114,943,922 | 5.6014 | ||||||||||||||||||
H Shares |
728,252,091 | 88.5173 | 89,653,896 | 10.8972 | 4,816,002 | 0.5855 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
2,618,478,795 | 91.0836 | 136,567,993 | 4.7505 | 119,759,924 | 4.1659 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
- 8 -
12. | Resolution: Resolution regarding the Board or the Authorised Person(s) thereof being Authorised to Amend the Relevant Articles of the Articles of Association of China Southern Airlines Company Limited upon Completion of the Issue of Shares to Specific Entities. |
Result: Passed
Details:
Types |
For | Against | Abstain | |||||||||||||||||||||
For | For (%) | Against | Against (%) | Abstain | Abstain (%) | |||||||||||||||||||
A Shares |
11,329,364,301 | 98.8898 | 12,245,536 | 0.1068 | 114,943,822 | 1.0034 | ||||||||||||||||||
H Shares |
3,394,142,312 | 98.8149 | 35,887,711 | 1.0448 | 4,816,002 | 0.1403 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
14,723,506,613 | 98.8725 | 48,133,247 | 0.3232 | 119,759,824 | 0.8043 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
13. | Resolution: Resolution regarding the Board or the Authorised Person(s) thereof being Authorised by the General Meeting with Full Power to Deal with All Matters relating to the Issue of A Shares to Specific Entities and the Issue of H Shares to Specific Entities. |
Result: Passed
Details:
Types |
For | Against | Abstain | |||||||||||||||||||||
For | For (%) | Against | Against (%) | Abstain | Abstain (%) | |||||||||||||||||||
A Shares |
1,924,895,365 | 93.8019 | 12,245,536 | 0.5967 | 114,943,822 | 5.6014 | ||||||||||||||||||
H Shares |
782,018,276 | 95.0525 | 35,887,711 | 4.3620 | 4,816,002 | 0.5855 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
2,706,913,641 | 94.1598 | 48,133,247 | 1.6743 | 119,759,824 | 4.1659 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary Resolution (by accumulative voting method)
Resolution |
Number of votes |
Percentage of the number of votes against the total number of votes with valid voting rights present at the EGM(%) |
Whether elected or not |
|||||||||||
14.00 | Resolution regarding the election of independent non-executive Director for the 9th session of the Board of the Company: |
| ||||||||||||
14.01 | Resolution regarding the election of Ms. Pansy Catilina Chiu King Ho as an independent non-executive Director for the 9th session of the Board of the Company. | 14,411,941,857 | 96.7803 | Yes |
More than 2/3 of the total valid voting rights held by attending Shareholders and authorized proxies were cast in favour of resolutions No. 5 to No. 13 at the EGM. More than 50% of the total valid voting rights held by attending Shareholders and authorized proxies were cast in favour of resolutions No. 1 to No. 4 at the EGM. Accumulative Voting was used in carrying out the voting and the counting of voting results in respect of Resolution No. 14.00. As the votes cast for the candidate of Director are more than half of the total number of Shares held by all Shareholders attending the EGM (before accumulation), the candidate has been elected as a director.
- 9 -
II. A Share Class Meeting
Special Resolutions
1.00 | Resolution: Resolution regarding the Proposal of the Issue of A Shares to Specific Entities by the Company (The resolution has been passed by voting on esch of the following resolutions): |
1.01 | Resolution: Types of Shares to be issued and the nominal value; |
Result: Passed
Details:
For | Against | Abstain | ||||||||||||||||||||||
For | For (%) | Against | Against(%) | Abstain | Abstain(%) | |||||||||||||||||||
Results |
1,928,268,521 | 93.9663 | 113,010,302 | 5.5070 | 10,805,900 | 0.5267 |
1.02 | Resolution: Issue method and period; |
Result: Passed
Details:
For | Against | Abstain | ||||||||||||||||||||||
For | For (%) | Against | Against(%) | Abstain | Abstain(%) | |||||||||||||||||||
Results |
1,928,268,421 | 93.9663 | 113,010,302 | 5.5070 | 10,806,000 | 0.5267 |
1.03 Resolution: Subscribers and subscription method;
Result: Passed
Details:
For | Against | Abstain | ||||||||||||||||||||||
For | For (%) | Against | Against(%) | Abstain | Abstain(%) | |||||||||||||||||||
Results |
1,928,268,421 | 93.9663 | 113,010,302 | 5.5070 | 10,806,000 | 0.5267 |
1.04 Resolution: Price benchmark date, issue price and pricing method;
Result: Passed
Details:
For | Against | Abstain | ||||||||||||||||||||||
For | For (%) | Against | Against(%) | Abstain | Abstain(%) | |||||||||||||||||||
Results |
1,928,268,421 | 93.9663 | 113,010,302 | 5.5070 | 10,806,000 | 0.5267 |
1.05 Resolution: Number of shares to be issued;
Result: Passed
Details:
For | Against | Abstain | ||||||||||||||||||||||
For | For (%) | Against | Against(%) | Abstain | Abstain(%) | |||||||||||||||||||
Results |
1,928,268,421 | 93.9663 | 113,010,302 | 5.5070 | 10,806,000 | 0.5267 |
- 10 -
1.06 | Resolution: Lock-up period; |
Result: Passed
Details:
For | Against | Abstain | ||||||||||||||||||||||
For | For (%) | Against | Against(%) | Abstain | Abstain(%) | |||||||||||||||||||
Results |
1,928,268,421 | 93.9663 | 113,010,302 | 5.5070 | 10,806,000 | 0.5267 |
1.07 | Resolution: Proceeds raised and the use of proceeds; |
Result: Passed
Details:
For | Against | Abstain | ||||||||||||||||||||||
For | For (%) | Against | Against(%) | Abstain | Abstain(%) | |||||||||||||||||||
Results |
1,929,666,540 | 94.0344 | 111,612,183 | 5.4389 | 10,806,000 | 0.5267 |
1.08 | Resolution: Place of listing; |
Result: Passed
Details:
For | Against | Abstain | ||||||||||||||||||||||
For | For (%) | Against | Against(%) | Abstain | Abstain(%) | |||||||||||||||||||
Results |
1,928,268,421 | 93.9663 | 113,010,302 | 5.5070 | 10,806,000 | 0.5267 |
1.09 | Resolution: The arrangement for the distribution of undistributed profits accumulated before the issue of A Shares to specific entities; |
Result: Passed
Details:
For | Against | Abstain | ||||||||||||||||||||||
For | For (%) | Against | Against(%) | Abstain | Abstain(%) | |||||||||||||||||||
Results |
1,928,268,421 | 93.9663 | 113,010,302 | 5.5070 | 10,806,000 | 0.5267 |
1.10 | Resolution: Validity period of this resolution regarding the issue of A Shares to specific entities. |
Result: Passed
Details:
For | Against | Abstain | ||||||||||||||||||||||
For | For (%) | Against | Against(%) | Abstain | Abstain(%) | |||||||||||||||||||
Results |
1,928,268,421 | 93.9663 | 113,010,302 | 5.5070 | 10,806,000 | 0.5267 |
- 11 -
2. | Resolution: Resolution regarding the Preliminary Proposal of the Issue of A Shares to Specific Entities by the Company. |
Result: Passed
Details:
For | Against | Abstain | ||||||||||||||||||||||
For | For (%) | Against | Against(%) | Abstain | Abstain(%) | |||||||||||||||||||
Results |
1,928,268,421 | 93.9663 | 113,010,302 | 5.5070 | 10,806,000 | 0.5267 |
3. | Resolution: Resolution regarding the Connected Transactions Involved in the Issue of A Shares to Specific Entities by the Company. |
Result: Passed
Details:
For | Against | Abstain | ||||||||||||||||||||||
For | For (%) | Against | Against(%) | Abstain | Abstain(%) | |||||||||||||||||||
Results |
1,929,426,432 | 94.0227 | 7,714,369 | 0.3759 | 114,943,922 | 5.6014 |
4. | Resolution: Resolution regarding the Conditional Subscription Agreement in relation to the Subscription of the A Shares under the Issue of A Shares to Specific Entities by China Southern Airlines Company Limited Entered into between the Company and the Specific Entity. |
Result: Passed
Details:
For | Against | Abstain | ||||||||||||||||||||||
For | For (%) | Against | Against(%) | Abstain | Abstain(%) | |||||||||||||||||||
Results |
1,928,268,421 | 93.9663 | 8,872,380 | 0.4323 | 114,943,922 | 5.6014 |
More than 2/3 of the total valid voting rights held by attending Shareholders and authorized proxies were cast in favour of resolutions No. 1 to No. 4 at the A Share Class Meeting.
III. H Shares Class Meeting
Special Resolutions
1.00 | Resolution: Resolution regarding the Proposal of the Issue of A Shares to Specific Entities by the Company (The resolution has been passed by voting on esch of the following resolutions): |
1.01 Resolution: Types of Shares to be issued and the nominal value;
Result: Passed
Details:
For | Against | Abstain | ||||||||||||||||||||||
For | For (%) | Against | Against(%) | Abstain | Abstain(%) | |||||||||||||||||||
Results |
800,221,398 | 96.2815 | 26,088,591 | 3.1389 | 4,816,000 | 0.5796 |
1.02 | Resolution: Issue method and period; |
Result: Passed
Details:
For | Against | Abstain | ||||||||||||||||||||||
For | For (%) | Against | Against(%) | Abstain | Abstain(%) | |||||||||||||||||||
Results |
800,221,398 | 96.2815 | 26,088,591 | 3.1389 | 4,816,000 | 0.5796 |
- 12 -
1.03 | Resolution: Subscribers and subscription method; |
Result: Passed
Details:
For | Against | Abstain | ||||||||||||||||||||||
For | For (%) | Against | Against(%) | Abstain | Abstain(%) | |||||||||||||||||||
Results |
800,221,398 | 96.2815 | 26,088,591 | 3.1389 | 4,816,000 | 0.5796 |
1.04 | Resolution: Price benchmark date, issue price and pricing method; |
Result: Passed
Details:
For | Against | Abstain | ||||||||||||||||||||||
For | For (%) | Against | Against(%) | Abstain | Abstain(%) | |||||||||||||||||||
Results |
800,221,398 | 96.2815 | 26,088,591 | 3.1389 | 4,816,000 | 0.5796 |
1.05 | Resolution: Number of shares to be issued; |
Result: Passed
Details:
For | Against | Abstain | ||||||||||||||||||||||
For | For (%) | Against | Against(%) | Abstain | Abstain(%) | |||||||||||||||||||
Results |
800,221,398 | 96.2815 | 26,088,591 | 3.1389 | 4,816,000 | 0.5796 |
1.06 | Resolution: Lock-up period; |
Result: Passed
Details:
For | Against | Abstain | ||||||||||||||||||||||
For | For (%) | Against | Against(%) | Abstain | Abstain(%) | |||||||||||||||||||
Results |
800,221,398 | 96.2815 | 26,088,591 | 3.1389 | 4,816,000 | 0.5796 |
1.07 | Resolution: Proceeds raised and the use of proceeds; |
Result: Passed
Details:
For | Against | Abstain | ||||||||||||||||||||||
For | For (%) | Against | Against(%) | Abstain | Abstain(%) | |||||||||||||||||||
Results |
802,196,267 | 96.5192 | 24,113,722 | 2.9012 | 4,816,000 | 0.5796 |
- 13 -
1.08 | Resolution: Place of listing; |
Result: Passed
Details:
For | Against | Abstain | ||||||||||||||||||||||
For | For (%) | Against | Against(%) | Abstain | Abstain(%) | |||||||||||||||||||
Results |
800,221,398 | 96.2815 | 25,868,591 | 3.1124 | 5,036,000 | 0.6061 |
1.09 | Resolution: The arrangement for the distribution of undistributed profits accumulated before the issue of A Shares to specific entities; |
Result: Passed
Details:
For | Against | Abstain | ||||||||||||||||||||||
For | For (%) | Against | Against(%) | Abstain | Abstain(%) | |||||||||||||||||||
Results |
800,221,398 | 96.2815 | 26,088,591 | 3.1389 | 4,816,000 | 0.5796 |
1.10 | Resolution: Validity period of this resolution regarding the issue of A Shares to specific entities. |
Result: Passed
Details:
For | Against | Abstain | ||||||||||||||||||||||
For | For (%) | Against | Against(%) | Abstain | Abstain(%) | |||||||||||||||||||
Results |
800,221,398 | 96.2815 | 26,088,591 | 3.1389 | 4,816,000 | 0.5796 |
2. | Resolution: Resolution regarding the Preliminary Proposal of the Issue of A Shares to Specific Entities by the Company. |
Result: Passed
Details:
For | Against | Abstain | ||||||||||||||||||||||
For | For (%) | Against | Against(%) | Abstain | Abstain(%) | |||||||||||||||||||
Results |
800,221,398 | 96.2815 | 26,088,591 | 3.1389 | 4,816,000 | 0.5796 |
3. | Resolution: Resolution regarding the Connected Transactions Involved in the Issue of A Shares to Specific Entities by the Company. |
Result: Passed
Details:
For | Against | Abstain | ||||||||||||||||||||||
For | For (%) | Against | Against(%) | Abstain | Abstain(%) | |||||||||||||||||||
Results |
803,512,327 | 96.6775 | 22,797,662 | 2.7429 | 4,816,000 | 0.5796 |
4. | Resolution: Resolution regarding the Conditional Subscription Agreement in relation to the Subscription of the A Shares under the Issue of A Shares to Specific Entities by China Southern Airlines Company Limited Entered into between the Company and the Specific Entity. |
Result: Passed
Details:
For | Against | Abstain | ||||||||||||||||||||||
For | For (%) | Against | Against(%) | Abstain | Abstain(%) | |||||||||||||||||||
Results |
800,221,398 | 96.2815 | 26,088,591 | 3.1389 | 4,816,000 | 0.5796 |
- 14 -
More than 2/3 of the total valid voting rights held by attending Shareholders and authorized proxies were cast in favour of resolutions No. 1 to No. 4 at the H Share Class Meeting.
According to the requirements of the Listing Rules, KPMG was appointed as the scrutineer in respect of voting at the EGM and Class Meetings. (Note)
Lv Hui and Huang Kuangchun, PRC lawyers from Beijing Dentons Law Offices, LLP (Guangzhou), attended the EGM and Class Meetings and issued legal opinion stating that the convening, holding and voting procedures of the EGM and Class Meetings are in compliance with the PRC Company Law, the Regulation of the Shareholders General Meetings of a Listed Company and other relevant laws, regulations and normative documents, and the articles of association of the Company, and that the eligibility of the persons who attended or were present at the EGM and Class Meetings and the convener are lawful and valid, and that voting results of the EGM and Class Meetings and the resolutions passed at the EGM and Class Meetings are lawful and valid.
Note: Scope of work of KPMG
The poll results were subject to scrutiny by KPMG, Certified Public Accountants, whose work was limited to certain procedures requested by the Company to agree the poll results summary prepared by the Company to poll forms collected and provided by the Company to KPMG. The work performed by KPMG in this respect did not constitute an assurance engagement made in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the Hong Kong Institute of Certified Public Accountants nor did it include provision of any assurance or advice on matters of legal interpretation or entitlement to vote.
APPOINTMENT OF DIRECTOR
The Company is pleased to announce that Ms. Pansy Catilina Chiu King Ho (Ms. Ho) is elected as an independent non-executive Director of the 9th session of the Board after approval by the Shareholders at the EGM and the said appointment took effect on the date of passing of the relevant resolution at the EGM.
Ms. Ho will enter into a service contract with the Company and shall hold her office until the expiration of the term of the 9th session of the Board. The biographical details and the emolument information of Ms. Ho has been set out in the announcement of the Company dated 13 July 2023.
The Board would like to take this opportunity to welcome Ms. Ho to join the Board.
Save as disclosed above and the announcement of the Company dated 13 July 2023, as at the date of this announcement, Ms. Ho (i) has not held any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other major appointments and professional qualifications; (ii) has not had any relationship with any Directors, supervisors, senior management, substantial or controlling shareholders of the Company; (iii) has not held any other position with the Group; and (iv) has not had any interests in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
- 15 -
As at the date of this announcement, save as disclosed above, there is no other matter that needs to be brought to the attention of the Shareholders in connection with the appointment of Ms. Ho as a Director, nor is there any other information to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.
By order of the Board China Southern Airlines Company Limited Chen Wei Hua and Liu Wei Joint Company Secretaries |
Guangzhou, the Peoples Republic of China
3 August 2023
As at the date of this notice, the Directors include Ma Xu Lun, Han Wen Sheng and Luo Lai Jun as executive Directors; and Pansy Catilina Chiu King Ho, Gu Hui Zhong, Guo Wei and Cai Hong Ping as independent non-executive Directors.
- 16 -
Exhibit 99.2
(a joint stock limited company incorporated in the Peoples Republic of China with limited liability)
(Stock Code: 1055)
List of Directors and their Roles and Functions
The members of the board of directors (the Board) of China Southern Airlines Company Limited are set out below.
Executive Directors
Ma Xu Lun (Chairman)
Han Wen Sheng (Vice Chairman and President)
Luo Lai Jun
Independent Non-Executive Directors
Pansy Catilina Chiu King Ho
Gu Hui Zhong
Guo Wei
Cai Hong Ping
There are five Board committees. The table below provides membership information of these committees on which each Board member serves.
Board Committee Director |
Audit and Risk Management Committee |
Remuneration and Assessment Committee |
Nomination Committee |
Strategic and Investment Committee |
Aviation Safety Committee |
|||||||||||||||
Ma Xu Lun |
M | C | ||||||||||||||||||
Han Wen Sheng |
M | C | M | |||||||||||||||||
Gu Hui Zhong |
C | M | C | M | ||||||||||||||||
Guo Wei |
M | C | M | |||||||||||||||||
Cai Hong Ping |
M | M |
Notes:
C | Chairman of the relevant Board committee |
M | Member of the relevant Board committee |
Guangzhou, the Peoples Republic of China
3 August 2023
1 Year China Southern Airlines (PK) Chart |
1 Month China Southern Airlines (PK) Chart |
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