China Southern Airlines (1055) Renews Financial Services Framework Agreement, Announces Major and Connected Transaction

Bulletin Express
2025/10/27

China Southern Airlines Company Limited (1055, “China Southern Airlines”) announced the renewal of its Financial Services Framework Agreement with China Southern Airlines Group Finance Company Limited (“Finance Company”). The new agreement extends various financial services for three years, from January 1, 2026, to December 31, 2028.

According to the announcement, Finance Company, as a non-wholly owned subsidiary of China Southern Air Holding Company Limited (CSAH), is deemed a connected person under Hong Kong’s Listing Rules. The renewal therefore constitutes a continuing connected transaction.

Under the renewed agreement, the maximum daily deposit balance (including interest) from the China Southern Airlines group to Finance Company will be capped at RMB30.0 billion, RMB32.0 billion, and RMB35.0 billion for each of the three respective years. Given the deposit figure triggers one or more applicable percentage ratios exceeding 25%, these deposit services qualify as both a continuing connected transaction (Chapter 14A) and a major transaction (Chapter 14) under the Listing Rules, requiring shareholders’ approval.

Loan services from Finance Company to the group remain exempt from disclosure and approval requirements under Rule 14A.90, as the loans are on normal commercial terms or better and are not secured by the group’s assets. Other financial services offered by Finance Company—such as guarantees or foreign exchange services—are expected to remain below the de minimis threshold of 0.1% under Rule 14A.76, thereby exempt from additional disclosure requirements.

CSAH and its associates will abstain from voting on relevant resolutions at the general meeting convened to approve the deposit-related terms. China Southern Airlines will issue a circular containing an independent financial adviser’s letter, along with a recommendation from the independent board committee, providing further details of the transaction and the upcoming shareholder vote.

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