China Southern Airlines to abolish supervisory board, revise articles

China Southern Airlines Co. has scheduled its first extraordinary general meeting for 2025 on November 25, 2025, to address key proposals, including a significant revision to its corporate governance structure. The company plans to amend its Articles of Association, abolish the supervisory board, and transfer its responsibilities to the board of directors' audit and risk management committee. This change will also lead to the nullification of the supervisory board rules. Related revisions to the Shareholder Meeting Rules and Board of Directors Meeting Rules will also be proposed. These proposals, requiring special resolution approval, were passed by the Tenth Board of Directors at its ninth meeting.

Additionally, shareholders will vote on several ordinary resolutions concerning financial guarantees and related party transactions. This includes China Southern Airlines providing guarantees totaling RMB 29.59 million to Xiamen Airlines for its 2026 operations and up to RMB 15 million for Xiamen Airlines Financial Leasing Co. and its SPVs. Guarantees for Jiangxi Airlines and Shangzhou Air Logistics Co. are also on the agenda, with maximum outstanding balances of RMB 3.27 million and RMB 3 million, respectively, under specific conditions.

The meeting will also seek approval for the renewal of the "Financial Services Framework Agreement" with China Southern Airlines Group Finance Co. and the "Financing and Leasing Services Framework Agreement (2026-2028)" with China Southern International Financial Leasing Co. These renewals, considered related party transactions, will require connected shareholders to abstain from voting.