4. Propose the convening of board meetings;

5. Engage external auditing firms or consultancy firms;

6. Publicly solicit and collect proxies before the convening of shareholders’ general meetings.

(2) Independent directors shall obtain the consent of over half of all the independent directors in exercising any of the above powers, of which the power referred to in clause (1) (v) of this Article shall be agreed by all independent directors.

(3) If any of the above proposals has not been adopted or if any the above powers cannot be exercised, the Company shall disclose the relevant information.

(4) Apart from the powers of an ordinary director and the special powers of an independent director, an independent director shall comply with all provisions in respect of the obligations of a director set forth in   Articles of Association.

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Article 201 Independent directors shall provide their opinions on all the important matters of the Company.

(1) In addition to the above obligations, independent directors shall provide their independent opinions to the Board of Directors or the shareholders’ general meeting on the following matters:

1. Nomination, appointment and removal of directors;

2. Appointment and dismissal of senior administrative officers;

3. Remuneration of directors and senior administrative officers;

4. Newly occurred transactions, loans and other forms of fund transfer between the Company and its shareholders, actual controllers or their affiliates, the aggregate amount of which is in compliance with the relevant provisions of the existing listing rules and other supervisory regulations in places where the Company is listed, and whether the Company has taken effective measures to collect the amounts due;

5. Matters which may harm the interests of the minority shareholders;

6. When the Board of Directors does not put forward a cash dividend plan;

7 Matters relating to security provided to external parties by the
Company;

8. Other matters provided by   Articles of Association.

(2) The independent directors shall choose to provide any of the following opinions in respect of the above matters:

1. Agree;

2. Reserve opinion and the reasons therefor;

3. Dissent and the reasons therefor;

4. Unable to comment and the reasons therefor.

(3) If the matters concerned fall under those which require disclosure, the company shall publicly disclose the opinions of the independent directors. If the independent directors cannot reach a consensus, the Company shall publicly disclose the opinions of each of the independent directors.

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Independent directors shall attend meetings of Board of Directors as scheduled, have an understanding of the production, marketing and operation situation of the Company, take initiative to conduct investigation and obtain the necessary information for making decision. Independent directors shall present their reports to the shareholders’ general meeting and explain how they performed their duties.

Article 202 To ensure that independent directors will be able to perform their duties efficiently, the Company shall provide the following to the independent directors:

(1) The Company shall ensure that independent directors have the same right of access to information as its other directors. With regard to matters that require board decision, the Company shall serve notice on the independent directors in advance within the prescribed time, and provide sufficient materials. If the independent directors take the view that the materials are insufficient, they may request for supplementary information. When two or more independent directors take the view that the materials are insufficient or are inadequately explained, they may, in writing, jointly propose to the Board for a postponement of the Board meeting or for a postponement of determination of the matters concerned. Such proposal shall be adopted by the Board. Materials provided by the Company to independent directors shall be kept by the Company and the independent directors for at least five years.
　
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本文鏈接地址：Articles of Association of China Southern Airlines Company L(40)