(3) Options granted to major shareholders or independent directors or any of their associates; and

(4) Any other transactions in which shareholders are materially interested and accordingly are required to refrain from voting at shareholders’ general meeting.

Notwithstanding the above regulations, unless a poll is demanded before or after any vote by show of hands, at any shareholders’ general meeting, a resolution shall be decided on a show of hands if not expressly required to be decided by a poll:

(1) by the chairman of the meeting;

(2) by at lease two shareholders entitled to vote present in person or by proxy;

(3) by one or more shareholders present in person or by proxy and representing 10% or more of all shares carrying the rights to vote at the meeting.

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Unless a poll be so demanded, a declaration by the chairman that a resolution has on a show of hands been carried unanimously, or carried by a particular majority, or lost, and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favor of or against such resolution.

The demand for a poll may be withdrawn by the person who makes such a demand.

Article 125 A poll demanded on the election of the chairman of the meeting, or on a question of adjournment of the meeting, shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs, and any business other than that upon which a poll has been demanded may be proceeded with, pending the taking of the poll. The result of the poll shall be deemed to be a resolution of the meeting at which the poll was demanded.

Article 126 On a poll taken at a meeting, a shareholder (including proxy) entitled to two or more votes need not cast all his votes in the same way.

Article 127 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting shall be entitled to a casting vote.

Article 128 The following matters shall be resolved by an ordinary resolution at the shareholders’ general meeting:

(1) Work reports of the Board of Directors and the supervisory committee;

(2) Plans formulated by the Board of Directors for distribution of profits and for making up losses;

(3) Removal of the members of the Board of Directors and members of the supervisory committee, their remuneration and method of payment;

(4) Annual preliminary and final budget, balance sheet, profit and loss account and other financial statements of the Company;

(5) Annual report of the Company;

(6) Matters other than those specified by laws, administrative regulations or these Articles of Association to be resolved by special resolutions.

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Article 129 The following matters shall be resolved by a special resolution at a shareholders’ general meeting:

(1) The increase or decrease in share capital and the issue of shares of any class, warrants and other similar securities of the Company;

(2) The issue of debentures of the Company;

(3) The division, merger, dissolution and liquidation of the Company;

(4) Amendments to these Articles of Association;

(5) Repurchase of the Company’s shares;

(6) The Company plans to purchase or sell major assets or provides a guarantee the amount of which within a year exceeds 30% of the Company’s latest audited total assets;

(7) Share option scheme;

(8) Any other matters as provided by laws, administrative regulations or these Articles of Association and considered by the shareholders’ general meeting by way of an ordinary resolution to be of a nature which may have a material impact on the Company and shall be adopted by a special resolution.
　
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本文鏈接地址：Articles of Association of China Southern Airlines Company L(25)