Article 71 The controlling shareholders of the Company shall assume the following obligations for the Company:
(1) The controlling shareholders and the Company shall implement separation of personnel, assets and finance and independence between organs and business of the Company;
(2) The controlling shareholders shall respect decisions made by shareholders’ general meeting and the Board of Directors of the Company, and shall not bypass the shareholders’ general meeting or the Board of Directors in interfering with the decisions made and production and operation activities carried out legally by the Company;
(3) The controlling shareholders shall nominate candidates of the Company’s directors and supervisors in accordance with laws and regulations and the Company’s Articles of Association. Nominated candidates of directors and supervisors shall have the relevant knowledge and capacity of decision-making and supervision. The controlling shareholders shall not execute any approval procedure relating to the appointment of members of the Board of Directors or appointment of personnel at the shareholders’ general meeting, or bypass shareholders’ general meeting and Board of Directors in employing or dismissing any senior administrative officers of the Company; the controlling shareholders shall not interfere with the employment and dismissal and use of any senior administrative officers of the Company;
(4) The controlling shareholders shall not take advantage of connected transactions, profit distribution, asset restructuring, external investment, capital appropriation and loan guarantee to harm the legal interests of the Company and other shareholders, and shall not exploit their special position to obtain additional benefits;
(5) The controlling shareholders shall abide by the provisions of the Stock Exchange about abstaining from decision on connected transactions of the Company;
(6) The controlling shareholders and their related companies shall avoid direct competition with the Company;
(7) The controlling shareholders shall ensure that relevant information provided to the Company is true, accurate and complete, and ensure that the Company can legally perform disclosure obligation to public investors;
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(8) When exercising voting rights, the controlling shareholders shall not make decisions which harm the legal interests of the Company and other shareholders.
Article 72 The controlling shareholders and beneficial controller of the Company have a fiduciary duty towards the Company and its public shareholders, and shall not exploit their connected relationship with the Company to harm the interests of the Company. If they have violated such provision and caused damage to the company, they are liable for compensation.
Article 73 Written agreements shall be made in respect of connected transactions between the Company and a connected person, which shall be on the principles of equality, voluntariness and fair consideration. Connected transactions shall be made on normal commercial terms, and the consideration must be comparable with those provided by independent third parties in the market.
The Company shall take effective measures to prevent its connected persons from interfering with the operations of the Company and damaging the Company’s benefits by way of monopolizing its purchase and sales channels.
The Company shall take effective measures to prevent shareholders and its connected parties from misappropriating or transferring the Company’s funds, assets or other resources in whatever manner.
Article 74 The Company shall take active steps to establish and improve its investor relation management system and boost communications and exchanges with the shareholders in every way available. The board secretary of the Company shall be specifically responsible for investor relation management. 中国航空网 www.aero.cn 航空翻译 www.aviation.cn 本文链接地址：Articles of Association of China Southern Airlines Company L(14)
