Save as provided in the preceding paragraphs, the convener shall not amend such new motions stated in the notice of shareholders’ general meeting or add any new motion upon the issue of the notice of meeting.
Motions which are not included in the notice of meeting or which do not meet Article 88 of these Articles of Association shall not be voted on by the shareholders’ general meeting and become resolutions.
Article 91 Written notice of a shareholders’ general meeting shall be given forty-five days before the date of the meeting to notify all of the shareholders in the share register of the matters to be considered, the date and the place of the meeting. A shareholder who intends to attend the shareholders’ general meeting shall deliver his written reply concerning attendance at the shareholders’ general meeting to the Company twenty days before the date of the meeting.
Article 92 The Company shall, based on the written replies received twenty days before the date of the shareholders’ general meeting from the shareholders, calculate the number of voting shares represented by the shareholders who intend to attend the meeting. If the number of voting shares represented by the shareholders who intend to attend the meeting reaches one half or more of the Company’s total voting shares, the Company may hold the meeting; if not, then the Company shall within five days notify the shareholders again by public notice of the matters to be considered, the place and date for, the meeting. The Company may then hold the meeting after such publication of notice.
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An extraordinary general meeting shall not decide on any matter not stated in the notice of meeting.
Article 93 When the Board of Directors issues the notice for the convening of a shareholders’ general meeting, the meeting shall not be postponed without reason. In case the shareholders’ general meeting must be postponed under special circumstances, a notice regarding the postponement must be issued at least two working days before the original date of the shareholders’ general meeting. In the postponement notice, the Board of Directors must state the reasons for the postponement and the date of the postponed meeting. When the shareholders’ general meeting is postponed, the Board of Directors may not change the record date of the shareholding of the shareholders entitled to attend the shareholders’ general meeting provided in the original notice.
Article 94 A notice of meeting of shareholders shall:
(1) be in writing;
(2) specify the place, the date and time of the meeting;
(3) state the matters and proposals to be considered at the meeting;
(4) provide such information and explanation as are necessary for the shareholders to make an informed decision on the proposals put before them. Without limiting the generality of the foregoing, where a proposal is made to amalgamate the Company with another, to repurchase shares, to reorganise the share capital, or to restructure the Company in any other way, the terms of the proposed transaction must be provided in detail together with copies of the proposed agreement, if any, and the cause and effect of such proposal must be properly explained;
(5) contain a disclosure of the nature and extent, if any, of the material interests of any director, supervisor, president or other senior administrative officer in the proposed transaction and the effect of the proposed transaction on them in their capacity as shareholders in so far as it is different from the effect on the interests of the shareholders of the same class;
(6) contain the full text of any special resolution to be proposed at the meeting;
(7) contain conspicuously a statement that a shareholder entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of him and that a proxy need not be a shareholder;
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本文链接地址：Articles of Association of China Southern Airlines Company L(19)
