Article 153 Rights conferred on any class of shareholders in the capacity of shareholders (“class rights”) may not be varied or abrogated unless approved by a special resolution of shareholders in shareholders’ general meeting and by holders of shares of that class at a separate meeting conducted in accordance with Article
154 to 156.
Article 154 The following circumstances shall be deemed to be variation or abrogation of the rights of a class of shareholders:
(1) To increase or decrease the number of shares of such class, or to increase or decrease the number of shares of a class having voting or equity rights or privileges equal or superior to those of the shares of such class;
(2) To effect an exchange of all or part of the shares of such class into shares of another class or to effect an exchange or create a right of exchange of all or part of the shares of another class into the shares of such class;
(3) To remove or reduce rights to accrued dividends or rights to cumulative dividends attached to shares of such class;
(4) To reduce or remove a dividend preference or a liquidation preference attached to shares of such class;
(5) To add, remove or reduce conversion privileges, options, voting rights, transfer or pre-emptive rights, or rights to acquire securities of the Company attached to shares of such class;
(6) To remove or reduce rights attached to shares of such class to receive payment payable by the Company in particular currencies;
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(7) To create a new class of shares having voting or equity rights or privileges equal or superior to those of the shares of such class;
(8) To restrict the transfer or ownership of the shares of such class or add to such restriction;
(9) To issue rights to subscribe for, or convert into, shares in the Company of such class or another class;
(10) To increase the rights or privileges of shares of another class;
(11) To restructure the Company where the proposed restructuring will result in different classes of shareholders bearing a disproportionate burden of such proposed restructuring;
(12) To vary or abrogate the provisions of these Articles of Association.
Article 155 Shareholders of the affected class, whether or not otherwise having the right to vote at shareholders’ general meetings, shall nevertheless have the right to vote at class meetings in respect of matters concerning Clauses (2) to (8), (11) and
(12) of Article 154, but interested shareholder(s) shall not be entitled to vote at class meetings.
The meaning of “interested shareholder(s)” as mentioned in the preceding paragraph is:
(1) in the case of a repurchase of shares by offers to all shareholders on a pro rata basis or public dealing on a stock exchange under Article 38, a “controlling shareholder” within the meaning of Article 71;
(2) in the case of a repurchase of share by an off-market contract under Article 38, a holder of the shares to which the proposed contract relates;
(3) in the case of a restructuring of the Company, a shareholder within a class who bears less than a proportionate obligation imposed on that class under the proposed restructuring or who has an interest in the proposed restructuring different from the interest of shareholders of that class.
Article 156 Resolutions of a class of shareholders shall be passed by votes representing more than two-thirds of the voting rights of shareholders of that class represented at the relevant meeting who, according to Article 154, are entitled to vote at class meetings.
Article 157 Written notice of a class meeting shall be given forty-five days before the date of the class meeting to notify all of the shareholders in the share register of the class of the matters to be considered, the date and the place of the class 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(29)
