CHAPTER 9 SHAREHOLDERS’ GENERAL MEETINGS

Article 75 The shareholders’ general meeting shall be the source of authority of the Company and shall exercise its powers according to the laws.

Article 76 The shareholders’ general meeting shall exercise the following functions and powers:

(1) To decide on the Company’s operational policies and investment plans;

(2) To elect and replace directors and decide on matters relating to the remuneration of directors;

(3) To elect and replace the supervisors who are representatives of shareholders, and to decide on matters relating to the remuneration of supervisors;

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(4) To examine and approve reports of the Board of Directors;

(5) To examine and approve reports of the supervisory committee;

(6) To examine and approve the Company’s proposed annual preliminary and final financial budgets;

(7) To examine and approve the Company’s profit distribution plans and plans for making up losses;

(8) To decide on increase or decrease in the Company’s registered capital;

(9) To decide on matters such as merger, division, dissolution, liquidation and change in company forms of the Company;

(10) To decide on the issue of debentures by the Company;

(11) To decide on matters relating to external guarantee according to the relevant provisions of these Articles of Association of the Company;

(12) To decide on the appointment, dismissal and disengagement of the accountants of the Company;

(13) To amend these Articles of Association;

(14) To examine and approve the change in use of proceeds from raising capitals;

(15) To examine the adoption of share incentive scheme;

(16) To consider motions raised by shareholders who represent 3% or more of the total shares of the Company carrying the right to vote;

(17) To consider and approve significant acquisition, disposal and replacement of assets of the Company (the standards shall be fixed in accordance with the rules of the stock exchange of the listing place);

(18) To approve external guarantee by the Company;

(19) To decide on other matters which require resolutions of the shareholders at shareholders’ general meetings according to the relevant laws, administrative regulations and these Articles of Association;

(20) To decide on which matters the Board of Directors may be authorised or delegated to deal with by the shareholders at shareholders’ general meetings.

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When the shareholders’ general meeting decides on which matters the Board of Directors may be authorised or delegated to deal with, the shareholders’ general meeting shall protect the legitimate rights and interests of the Company according to law and abide by laws and regulations strictly in order to ensure the Company’s principle of efficient operation and scientific decision making. Matters which the Board of Directors may be authorised or delegated to deal with including but not limited to the following:

1. To modify the language of the Articles of Association after the shareholders’ general meeting has passed the resolution on the amendments to the Articles of Association;

2. To distribute the interim dividends;

3. To decide on specific matters in connection with the issue of new shares and convertible bonds;

4. To deal with, mortgage and secure the fixed assets under the current operation policy and investment plan passed at the shareholders’ general meeting, excluding direct or indirect provision of debts guarantee for the secured party with a gearing ratio exceeding 70%.
　
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本文鏈接地址：Articles of Association of China Southern Airlines Company L(15)