China Southern Airlines intends to raise no more than RMB15.00 billion through a private placement of A-shares to a maximum of 35 investors, including controlling shareholder China Southern Air Holding (CSAH).

• Issue size & pricing – Maximum of 5.44 billion new A-shares, representing up to 30% of the current share capital. – Final price will be no lower than (i) 80% of the average A-share price over the 20 trading days before the pricing benchmark date, and (ii) the latest audited net asset value per share of RMB1.96.

• CSAH commitment – CSAH will subscribe RMB5.00 – RMB10.00 billion of the placement and accept the same price as other investors. – Lock-up: 36 months for CSAH; 6 months for all other subscribers.

• Use of proceeds – RMB10.50 billion: purchase of 46 aircraft (26 Airbus A320neo family, 12 COMAC C919, 8 Boeing 737 MAX). – RMB4.50 billion: supplement general working capital.

• Shareholder impact – Post-issue, CSAH’s stake could rise from 51.90% to 55.31% (assuming maximum subscription and no CB conversions); public A-share float would increase to 24.98%.

• Approvals & timetable – Transactions are subject to shareholder approval at the 29 May 2026 AGM and registration with the CSRC and Shanghai Stock Exchange. – The board seeks a 12-month specific mandate to finalise terms and execute the placement.

• Additional items – The company released feasibility, use-of-proceeds and dilution-mitigation reports, and directors and CSAH have issued return-protection undertakings. – No material adverse changes to the group’s financial or trading position were reported since 31 December 2025.