Article 130 The following matters shall not be implemented or applied for unless they have been approved by the shareholders’ general meeting and passed by more than half of the public shareholders with voting rights present at the shareholders’ general meeting:
(1) Any issue of new shares by the Company to the public (including issue of overseas listed foreign shares or share of other natures), issue of convertible debentures, placing of shares to existing shareholders (except in such placing where the controlling shareholders have provided an undertaking to fully subscribe for the shares in cash before the shareholders’ general meeting is convened);
(2) Major asset restructuring in which the assets will be acquired at a total price which is 20% higher than the audited net book value of such assets;
(3) Repayment of debts due to the Company by any shareholder using his shares of the Company;
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(4) Overseas listing of any significant subsidiary of the Company;
(5) Other relevant issues which may have a material impact on the interests of the public shareholders in the development of the Company.
Where the Company makes an announcement on the resolutions of the shareholders’ general meeting about any issue mentioned above, the announcement shall set out the number of the public shareholders voting at the shareholders’ general meeting, the number of shares they held and its percentage in the total number of shares held by the public shareholders, the voting result and shareholdings of the ten largest public shareholders voting at the shareholders’ general meeting and the results of their votes.
Where the Company convenes a shareholders’ general meeting to consider and approve any issue mentioned above, it shall provide the domestic shareholders with an online voting system.
Article 131 Annual general meetings or extraordinary general meetings held at the request of shareholders and the supervisory committee shall not adopt voting by way of written resolutions. Extraordinary general meetings held for other reasons may vote by way of written resolutions, except for the following matters:
(1) Increase or decrease in the Company registered capital;
(2) Any issue of debentures by the Company;
(3) Merger, division, dissolution and liquidation of the Company;
(4) Any amendment to these Articles of Association;
(5) Plan for distribution of profits and recovery of losses;
(6) Appointment and removal of members of the Board of Directors and the supervisory committee;
(7) Change in application of raised funds;
(8) Connected transactions that shall be considered and examined by the shareholders’ general meeting;
(9) Acquisition and disposal of assets that shall be considered and examined by the shareholders’ general meeting;
(10) Change of accounting firms;
(11) Other matters that shall not be voted by way of written resolutions as provided by these Articles of Association.
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Article 132 The nominee list of Directors and Supervisors of the Company shall be submitted to the shareholders’ general meeting for resolution. The Board of Directors shall simultaneously provide shareholders with bibliographical details, basic information about and written undertakings of nominees of Directors and Supervisors.
Article 133 When the shareholders’ general meeting is examining and discussing a connected transaction, the connected shareholder shall not participate in the vote on the shares. His shares carrying the voting rights shall not be counted as valid votes in the total. The announcement on the resolutions passed by the shareholders’ general meeting shall fully disclose information regarding the voting of the independent shareholders. If under special circumstances, the connected shareholders cannot withdraw from the voting, they may vote in the normal course of proceeding after the Company has obtained the approval from the competent authorities provided that the Company shall give detailed explanation thereof in the announcement on the resolutions passed by the shareholders’ general meeting.
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本文链接地址：Articles of Association of China Southern Airlines Company L(26)
