These shareholders may also initiate legal proceedings in the People’s Court under the provisions set out in the preceding two paragraphs if any third parties infringe on the lawful interests of the Company and result in damage to the Company.
Article 66 Shareholders may initiate legal proceedings if a director or any senior administrative staff violates any laws, administrative regulations or these Articles of Association and harms the interests of shareholders.
Article 67 The ordinary shareholders of the Company shall assume the following obligations:
(1) To abide by these Articles of Association;
(2) To pay subscription monies according to the number of shares subscribed and the method of subscription;
(3) Not to withdraw their shares unless required by laws and regulations;
(4) Not to abuse their rights as shareholders to harm the interests of the Company or other shareholders; not to abuse the independent legal person status of the Company and the limited liability of shareholders to harm the interests of any creditor of the Company.
Shareholders of the Company who abuse their rights as shareholders to harm the interests of the Company or other shareholders shall be liable for compensation.
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Shareholders of the Company who abuse the independent legal person status of the Company and the limited liability of shareholders to harm the interests of any creditor of the Company shall be jointly liable for the debt of the Company;
(5) Other obligations imposed by laws, administrative regulations and these Articles of Association.
Shareholders are not liable to make any further contribution to the share capital other than as agreed by the subscriber of the relevant shares on subscription.
Article 68 If a shareholder who holds 5% or more of the Company’s voting shares pledges the shares in his possession, he shall submit a written report to the Company on the day when such pledge takes place.
Article 69 In addition to the obligations imposed by laws and administrative regulations or required by the listing rules of the stock exchange on which shares of the Company are listed, a controlling shareholder shall not exercise his voting rights in respect of the following matters in a manner prejudicial to the interests of the shareholders generally or of some of the shareholders of the Company:
(1) to relieve a director or supervisor of his duty to act honestly in the best interests of the Company;
(2) to approve the expropriation by a director or supervisor (for his own benefit or for the benefit of another person), in any guise, of the Company’s assets, including but not limited to opportunities beneficial to the Company;
(3) to approve the expropriation by a director or supervisor (for his own benefit or for the benefit of another person) of the individual rights of other shareholders, including but not limited to rights to distributions and voting rights save pursuant to a restructuring submitted to shareholders for approval in accordance with these Articles of Association.
Article 70 For the purpose of the foregoing Article, a “controlling shareholder” means a person who satisfies any one of the following conditions:
(1) he alone or acting in concert with others has the power to elect more than half of the Board of Directors;
(2) he alone or acting in concert with others has the power to exercise or to control the exercise of 30% (including 30%) or more of the voting rights in the Company;
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(3) he alone or acting in concert with others holds 30% (including 30%) or more of the issued and outstanding shares of the Company;
(4) he alone or acting in concert with others in any other manner controls the Company in fact.
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本文链接地址：Articles of Association of China Southern Airlines Company L(13)
