The shareholders’ general meeting shall also decide on other matters which the Board of Directors may be authorised or delegated to deal with from time to time in accordance with laws, regulations and these Articles of Association.
Article 77 Save for special circumstances such as crisis, the Company shall not, without the prior approval of shareholders at shareholders’ general meeting, enter into any contract with any person other than a director, supervisor, president or other senior administrative officer whereby the management and administration of the whole or any substantial part of the business of the Company is to be handed over to such person.
Article 78 Shareholders’ general meetings are divided into annual general meetings and extraordinary general meetings. Shareholders’ general meetings shall be convened by the Board of Directors. Annual general meetings are held once every year and within six months from the end of the preceding financial year.
Article 79 Under any of the following circumstances, the Board of Directors shall convene an extraordinary general meeting within two months:
(1) The number of directors is less than that is required by the Company Law or two thirds of the number of directors specified in these Articles of Association;
(2) The accrued losses of the Company amount to one third of the total amount of its share capital;
– 26 –
(3) Shareholder(s) individually or jointly holding 10% or more of the Company’s issued and outstanding shares carrying voting rights request(s) in writing the convening of an extraordinary general meeting;
(4) It is deemed necessary by the Board of Directors or requested by the supervisory committee to convene an extraordinary general meeting;
(5) More than one half of the independent directors propose to convene the meeting.
The number of shares held by shareholders in clause (3) above shall be calculated on the date when the written request is submitted.
Article 80 The place for convening the shareholders’ general meeting shall be clearly set out in the notice of meeting.
The shareholders’ general meeting shall set meeting venue and be convened by ways of on-site meetings. The Company will provide online transmission for the convenience of shareholders where technologically viable. Shareholders who attend shareholders’ general meetings in the aforesaid manners shall be deemed as present.
Article 81 The Company shall engage lawyers to attend shareholders’ general meetings and advise on the following issues with announcements made thereon:
(1) Whether the convening of the shareholders’ general meeting and its procedures are in compliance with laws, administrative regulations and these Articles of Association;
(2) Whether the attendees are eligible and whether the eligibility of the convenor is lawful and valid;
(3) Whether the procedures of voting and the voting results of the meeting are lawful and valid;
(4) Legal opinions on other related matters at the request of the Company.
Article 82 A shareholders’ general meeting shall be convened and presided over by the chairman of the Board of Directors. If the chairman is unable to attend the meeting for any reason, the vice-chairman of the Board of Directors shall convene and take the chair of the meeting. If both the chairman and vice-chairman of the Board of Directors are unable to attend the meeting, then the Board of Directors may designate a director to convene and take the chair of the meeting. If no chairman of the meeting has been designated, shareholders present shall choose one person to be the chairman of the
– 27 –
meeting. If for any reason the shareholders fail to elect a chairman, then the shareholder (including his proxy) presents in person or by proxy and holds the largest number of shares carrying the right to vote thereat shall be the chairman of the meeting.
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(16)
