Articles of Association of China Southern Airlines Company L(27)

Article 134 The opinions of the public shareholders shall be well represented in the election of the directors (including independent directors) and supervisors (excluding supervisors assumed by staff representatives) at the shareholders’ general meetings by prompting the accumulative voting system.

The accumulative voting system referred to herein means that, in the election of directors or supervisors at the general meeting, each share carrying voting right shall carry the same number of voting right as the number of directors or supervisors proposed to be elected, and the voting rights of the shareholders may be freely cast among the proposed directors and supervisors, either be separately cast in favour of a number of nominees or be collectively cast in favour of one nominee. As such, based on the number of votes that the nominated directors and supervisors have got and the number of directors or supervisors proposed to be elected, those who have got more votes shall be elected.

Article 135 Differential voting shall be applied upon election of the Directors and Supervisors in accordance with the accumulative voting system. The number of nominees shall be more than the proposed number of Directors and Supervisors.

Article 136 The Board of Directors and the supervisory committee shall consult the opinion of the top ten shareholders in writing prior to determination of the elected Directors and Supervisors.

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Article 137 After issue of notice of shareholders’ general meeting by the Company about election of Directors and Supervisors, shareholders holding individually or in aggregate more than 1% of the voting shares of the Company may propose nominees of Directors and Supervisors before the shareholders’ general meeting for review by the Board of Directors in accordance with the procedures for amendments to proposals of shareholders’ general meeting before submission to shareholders’ general meeting for examination.

Article 138 The independent directors shall be elected separately from other members of the Board of Directors in accordance with the accumulative voting system.

Article 139 Except for the accumulative voting system, the shareholders’ general meeting shall vote on all motions item by item, and shall vote on the motions in time sequence when various proposals are put forward for a single matter. Unless the shareholders’ general meeting is suspended or no resolution can be passed due to force majeure or any other special reasons, the shareholders’ general meeting shall not set aside or cast no vote on the motions.

Article 140 When a motion is put to discussion at the shareholders’ general meeting, no modification of the motion shall be made, or the relevant change shall be deemed as a new motion which shall not be voted at the meeting.

Article 141 Before a resolution is voted on at a general meeting, two representatives of the shareholders shall be elected as vote counters and scrutinisers. Any shareholder who is interested in the matter under consideration and proxies of such shareholder shall not participate in vote counting or scrutinising.

When the shareholders are voting on the motions, lawyers, shareholder representatives and supervisory representatives shall count and scrutinise the votes jointly, and the voting result will be announced forthwith. Voting on the resolutions will be recorded in the minutes of meeting.

Shareholders or their proxies that vote on line shall have the right to check and inspect their voting results through the relevant voting system.

Article 142 The on site shareholders general meeting shall not end earlier than the online means or other means. The chairman of the meeting shall announce the voting and result of each of the motions, and announce whether they are approved according to the results.